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 December 1, 2002
Mortgage Asset-Backed Pass-Through Certificates
Series 2002-RM1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS..........................................................................4
Section 1.01 Definitions............................................................5
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES...................................................56
Section 2.01 Conveyance of Mortgage Loans..........................................56
Section 2.02 Acceptance by Trustee.................................................61
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Depositor.............................................................62
Section 2.04 Representations and Warranties of Residential Funding.................65
Section 2.05 Execution and Authentication of Certificates; Conveyance of Uncertificated
Regular Interests.....................................................67
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS...................................................................68
Section 3.01 Master Servicer to Act as Servicer....................................68
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations; Special Servicing...........69
Section 3.03 Successor Subservicers................................................71
Section 3.04 Liability of the Master Servicer......................................71
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................71
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......72
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................72
Section 3.08 Subservicing Accounts; Servicing Accounts.............................74
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................76
Section 3.10 Permitted Withdrawals from the Custodial Account......................76
Section 3.11 Maintenance of Primary Insurance Coverage.............................78
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage
.....................................................................79
i
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................80
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................82
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................86
Section 3.16 Servicing and Other Compensation; Compensating Interest...............87
Section 3.17 Reports to the Trustee and the Depositor..............................88
Section 3.18 Annual Statement as to Compliance.....................................88
Section 3.19 Annual Independent Public Accountants' Servicing Report...............89
Section 3.20 Right of the Depositor in Respect of the Master Servicer..............89
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS......................................................90
Section 4.01 Certificate Account...................................................90
Section 4.02 Distributions.........................................................90
Section 4.03 Statements to Certificateholders......................................98
Section 4.04 Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer......................................................100
Section 4.05 Allocation of Realized Losses........................................102
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property........105
Section 4.07 Optional Purchase of Defaulted Mortgage Loans........................105
Section 4.08 Distributions on the Uncertificated REMIC I Regular Interests........106
Section 4.09 Surety Bond..........................................................107
ARTICLE V
THE CERTIFICATES...................................................................108
Section 5.01 The Certificates.....................................................108
Section 5.02 Registration of Transfer and Exchange of Certificates................110
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates....................115
Section 5.04 Persons Deemed Owners................................................116
Section 5.05 Appointment of Paying Agent..........................................116
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER..............................................117
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer......117
Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer................117
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others
....................................................................118
Section 6.04 Depositor and Master Servicer Not to Resign..........................119
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ARTICLE VII
DEFAULT............................................................................120
Section 7.01 Events of Default....................................................120
Section 7.02 Trustee or Depositor to Act; Appointment of Successor................122
Section 7.03 Notification to Certificateholders...................................123
Section 7.04 Waiver of Events of Default..........................................123
ARTICLE VIII
CONCERNING THE TRUSTEE.............................................................124
Section 8.01 Duties of Trustee....................................................124
Section 8.02 Certain Matters Affecting the Trustee................................126
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans................127
Section 8.04 Trustee May Own Certificates.........................................128
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
....................................................................128
Section 8.06 Eligibility Requirements for Trustee.................................129
Section 8.07 Resignation and Removal of the Trustee...............................129
Section 8.08 Successor Trustee....................................................130
Section 8.09 Merger or Consolidation of Trustee...................................131
Section 8.10 Appointment of Co-Trustee or Separate Trustee........................131
Section 8.11 Appointment of Custodians............................................132
Section 8.12 Appointment of Office or Agency......................................132
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES...............................133
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
....................................................................133
Section 9.02 Additional Termination Requirements..................................136
ARTICLE X
REMIC PROVISIONS...................................................................137
Section 10.01REMIC Administration.................................................137
Section 10.02Master Servicer, REMIC Administrator and Trustee Indemnification
....................................................................141
ARTICLE XI
MISCELLANEOUS PROVISIONS...........................................................142
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Section 11.01Amendment............................................................142
Section 11.02Recordation of Agreement; Counterparts...............................144
Section 11.03Limitation on Rights of Certificateholders...........................145
Section 11.04Governing Law........................................................146
Section 11.05Notices..............................................................146
Section 11.06Notices to Rating Agencies...........................................146
Section 11.07Severability of Provisions...........................................147
Section 11.08Supplemental Provisions for Resecuritization.........................147
Exhibit A-1 Form of Class [A-I] [A-II][A-III] Certificate
Exhibit A-2 Form of Class AP Certificate
Exhibit A-3 Form of Class AV Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class B Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit F-3 Group III 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 Form of ERISA Letter
Exhibit P High Cost Loans
Exhibit Q-1 Group I Discount Fractions
Exhibit Q-2 Group II Discount Fractions
iv
This Pooling and Servicing Agreement, effective as of December 1, 2002,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and 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-one 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 subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I
Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC I Regular Interest shall be the Distribution Date following the last
scheduled monthly payment of the Group I Mortgage Loans. None of the REMIC I
Regular Interests will be certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-IA1 Variable(1) $105,791,281.32 December 25, 2017
LT-IA2 Variable(1) $102,754,000.00 December 25, 2017
LT-I-AV Variable(1) $ 0.00 December 25, 2017
LT-I-AP Variable(1) $ 844,448.00 December 25, 2017
_____________
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income
1
tax purposes, and such segregated pool of assets will be designated as "REMIC
II." The Class R- II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC II Pass- Through Rate")
and initial Uncertificated Principal Balance for 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
Distribution Date following the last scheduled monthly payment of the Group II
Mortgage Loans. None of the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-II Variable(1) $43,633,460.03 November 25, 2032
LT-II-AV Variable(1) $ 0.00 November 25, 2032
LT-II-AP Variable(1) $ 150,613.00 November 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group III Loans and
certain other related assets subject to this Agreement as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III." The Class R-III Certificates will represent the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC III Pass-Through Rate")
and initial Uncertificated Principal Balance for the "regular interest" in REMIC
III (the "REMIC III Regular Interest"). The "latest possible maturity date"
(determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for the REMIC III Regular Interest shall be the
Distribution Date following the last scheduled monthly payment of the Group III
Mortgage Loans. The REMIC III Regular Interest will not be certificated.
UNCERTIFICATED REMIC III LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-III Variable(1) $92,931,252.16 November 25, 2032
(1) Calculated as provided in the definition of Uncertificated REMIC III
Pass-Through Rate.
2
REMIC IV
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interests,
the REMIC II Regular Interests and the REMIC III Regular Interests subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC IV." The Class R-IV Certificates
will represent the sole class of "residual interests" in REMIC IV for purposes
of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC IV Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC IV (the "REMIC IV 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 IV
Regular Interest shall be the Distribution Date following the last scheduled
monthly payment of the Mortgage Loans. None of the REMIC IV Regular Interests
will be certificated.
Pass-Through
Rate Aggregate Initial Features Maturity Date Initial Ratings
Type Certificate-Principal Fitch Xxxxx'x
Designation Balance
Class A-I-1 Senior 5.50% $ 102,754,000.00 Senior December 25, 2017 AAA Aaa
Class A-I-2 Senior 5.25% $ 102,754,000.00 Senior December 25, 2017 AAA Aaa
Class A-I-3 Senior 0.25% $ 0.00 Senior/Interest Only December 25, 2017 AAA Aaa
Class AP-I Senior 0.00% $ 844,448.00 Senior/Principal Only December 25, 2017 AAA Aaa
Class AV-I Senior Variable Rate(1) $ 0.00 Senior/Interest Only December 25, 2017 AAA Aaa
Class A-II Senior 6.00% $ 41,181,000.00 Senior November 25, 2032 AAA Aaa
Class AP-II Senior 0.00% $ 150,613.00 Senior/Principal Only November 25, 2032 AAA Aaa
Class AV-II Senior Variable Rate(2) $ 0.00 Senior/Interest Only November 25, 2032 AAA Aaa
Class A-III Senior Variable Rate(3) $ 88,052,000.00 Senior November 25, 2032 AAA Aaa
Class R-I Residual 5.50% $ 100.00 Senior/Residual December 25, 2017 AAA Aaa
Class R-II Residual 6.00% $ 100.00 Senior/Residual November 25, 2032 AAA Aaa
Class R-III Residual Variable Rate(3) $ 100.00 Senior/Residual November 25, 2032 AAA Aaa
Class R-IV Residual 5.50% $ 100.00 Senior/Residual November 25, 2032 AAA Aaa
Class M-I-1 Mezzanine 5.50% $ 1,047,800.00 Xxxxxxxxx Xxxxxxxx 00, 0000 XX Aa2
Class M-I-2 Mezzanine 5.50% $ 732,800.00 Mezzanine December 25, 2017 A A2
Class M-I-3 Mezzanine 5.50% $ 523,400.00 Mezzanine December 25, 2017 BBB Baa2
Class M-II-1 Mezzanine 6.00% $ 744,700.00 Xxxxxxxxx Xxxxxxxx 00, 0000 XX Aa2
Class M-II-2 Mezzanine 6.00% $ 569,100.00 Mezzanine November 25, 2032 A A2
3
Pass-Through
Rate Aggregate Initial Features Maturity Date Initial Ratings
Type Certificate-Principal Fitch Xxxxx'x
Designation Balance
Class M-II-3 Mezzanine 6.00% $ 437,800.00 Mezzanine November 25, 2032 BBB Baa2
Class M-III-1 Mezzanine Variable Rate(3) $ 1,533,600.00 Xxxxxxxxx Xxxxxxxx 00, 0000 XX Aa2
Class M-III-2 Mezzanine Variable Rate(3) $ 1,115,100.00 Mezzanine November 25, 2032 A A2
Class M-III-3 Mezzanine Variable Rate(3) $ 836,300.00 Mezzanine November 25, 2032 BBB Baa2
Class B-I-1 Subordinate 5.50% $ 209,300.00 Subordinate December 25, 2017 BB Ba2
Class B-I-2 Subordinate 5.50% $ 209,300.00 Subordinate December 25, 2017 B B2
Class B-I-3 Subordinate 5.50% $ 314,481.32 Subordinate December 25, 2017 N/R N/R
Class B-II-1 Subordinate 6.00% $ 218,900.00 Subordinate November 25, 2032 BB Ba2
Class B-II-2 Subordinate 6.00% $ 131,300.00 Subordinate November 25, 2032 B B2
Class B-II-3 Subordinate 6.00% $ 350,560.03 Subordinate November 25, 2032 N/R N/R
Class B-III-1 Subordinate Variable Rate(3) $ 464,600.00 Subordinate November 25, 2032 BB Ba2
Class B-III-2 Subordinate Variable Rate(3) $ 232,300.00 Subordinate November 25, 2032 B B2
Class B-III-3 Subordinate Variable Rate(3) $ 697,252.16 Subordinate November 25, 2032 N/R N/R
----------
(1) The Pass-Through Rate for the Class AV-I Certificates will be equal to the
excess of the weighted average of the Net Mortgage Rate of each Group I Loans
over 5.50%.
(2) The Pass-Through Rate for the Class AV-II Certificates will be equal to the
excess of the weighted average of the Net Mortgage Rate of each Group I Loans
over 6.00%.
(3) The Pass-Through Rate for the Class A-III, Class R-III, Class M-III-1, Class
M-III-2, Class M-III-3, Class B-III-1, Class B-III-2 and Class B-III-3
Certificates is equal to the weighted average of the Net Mortgage Rates of the
Group III Loans as described herein in the definition of "Pass-Through Rate".
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to approximately $209,389,729.32. The Group I Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 15 years. The Group II Loans have an aggregate Cut-off
Date Principal Balance equal to approximately $43,784,0733.03. The Group II
Loans are fixed-rate, fully amortizing, first lien mortgage loans having terms
to maturity at origination of generally not more than 30 years. The Group III
Loans have an aggregate Cut-off Date Principal Balance equal to approximately
$92,931,252.16. The Group III Loans are adjustable-rate, fully amortizing, first
lien mortgage loans having terms to maturity at origination of generally not
more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
4
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, as
to any Class of Certificates (other than the Class AP-I Certificates and Class
AP-II Certificates), interest accrued during the preceding 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 (other than the Class AP-I Certificates and Class
AP-II Certificates) will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on the Mortgage Loans in the
related Loan Group (to the extent not offset by the Master Servicer with
Compensating Interest as provided in Section 3.16(e)),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan
in the related Loan Group)) of Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses on the
Mortgage Loans in the related Loan Group, to the extent allocated to the
related Certificates,
(iii) the interest portion of Advances that were made with
respect to delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses on the Mortgage Loans in the related Loan Group to
the extent allocated to the related Certificates, and
(iv) any other interest shortfalls on the Mortgage Loans in the
related Loan Group not covered by the subordination provided by the
related Class M Certificates and related Class B Certificates, including
interest that is not collectible from the Mortgagor pursuant to the
Relief Act or similar legislation or regulations as in effect from time
to time, with all such reductions allocated among all of the
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 related Class of Class
B Certificates or any related Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class
of Class M 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 Certificates or such Class of
Class M Certificates pursuant to Section 4.05.
5
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, payment
rights, instruments, documents, deposit accounts, certificates of deposit,
commodities contracts and other investment property and other property of
whatever kind or description now existing or hereafter acquired which is pledged
as security for the repayment of such Mortgage Loan or (ii) third-party
guarantees, and (A) all money, securities, security entitlements, accounts,
general intangibles, payment rights, instruments, documents, deposit accounts,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section
6
3.07(b)), and Principal Prepayments in Full made after the related Prepayment
Period, 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, the appraised value of
such Mortgaged Property based upon the appraisal or appraisals (or field review)
made at the time of the origination of the related Mortgage Loan.
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: The Group I Available Distribution Amount,
Group II Available Distribution Amount or Group III Available Distribution
Amount, as applicable.
Bankruptcy Amount: As to each Loan Group and as of any date of
determination prior to the first anniversary of the Cut-off Date, an amount
equal to the excess, if any, of (A) $150,000 over (B) the aggregate amount of
Bankruptcy Losses on the Mortgage Loans in the related Loan Group allocated
solely to one or more specific Classes of Certificates in accordance with
Section 4.05 of this Agreement. As of any date of determination on or after the
first anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the related Bankruptcy Amount calculated as
of the close of business on the Business Day immediately preceding the
most recent anniversary of the Cut- off Date coinciding with or
preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the related Loan
Group as of the Relevant Anniversary (other than Additional
Collateral Loans, if any) having a Loan-to-Value Ratio at
origination which exceeds 75% and (ii) $150,000; and
7
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the related Loan Group
(other than Additional Collateral Loans, if any) which had an
original Loan-to-Value Ratio of 80% or greater that would result
if the Net Mortgage Rate thereof was equal to the weighted
average (based on the principal balance of the Mortgage Loans in
the related Loan Group as of the Relevant Anniversary) of the Net
Mortgage Rates of all Mortgage Loans in the related Loan Group as
of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the weighted average remaining term to maturity, in
months, of all Non-Primary Residence Loans remaining in the
related Loan Group as of the Relevant Anniversary, and (z) one
plus the quotient of the number of all Non-Primary Residence
Loans remaining in the related Loan Group divided by the total
number of Outstanding Mortgage Loans in the related Loan Group as
of the Relevant Anniversary, and (ii) $50,000, over (2) the
aggregate amount of related Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with
Section 4.05 since the Relevant Anniversary.
Each Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to 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 and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
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 State of New York or the State of
California (and such other state or states in
8
which the Custodial Account or the Certificate Account are at the time located)
are required or authorized by law or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R 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 2002-RM1" 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.
9
Certificate Principal Balance: With respect to any Class A (other than
the Class A-I-3, Class AV-I or Class AV-II Certificates), Class R, Class M or
Class B Certificate, on any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance or amount thereof
pursuant to Section 4.02(a) 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. The Class A-I-3, Class AV-I
and Class AV-II Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I, Class AP-I, Class AV-I,
Class A-II, Class AP-II, Class AV-II or Class A-III Certificates.
Class A-I Certificate: Any one of the Class A-I-1, Class A-I-2 or Class
A-I-3 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-1, senior to the
Class M-I and Class B-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class AV-I Certificate: Any one of the Class AV-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-2, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class AP-I Certificate: Any one of the Class AP-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-3, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class AP Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Group I Discount Mortgage Loan or Group II Discount
Mortgage Loan and any Distribution Date, the excess of the amount described in
Section 4.02(b)(i)(3)(1) over the amount described in Section 4.02(b)(i)(3)(2).
10
Class AP Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-II Certificate: Any one of the Class A-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-1, senior to the Class M-II and Class B-II
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class AV-II Certificate: Any one of the Class AV-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-2, senior to the Class
M-II and Class B-II Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class AP-II Certificate: Any one of the Class AP-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-3, senior to the Class
M-II and Class B-II Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class A-III Certificate: Any one of the Class A-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A-1, senior to the Class
M-III and Class B-III Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class B Certificates: Any one of the Class B-I, Class B-II or Class B-III
Certificates.
Class B-1 Certificates: Any one of the Class B-I-1, Class B-II-1 or Class
B-III-1 Certificates.
Class B-2 Certificates: Any one of the Class B-I-2, Class B-II-2 or Class
B-III-2 Certificates.
Class B-3 Certificates: Any one of the Class B-I-3, Class B-II-3 or Class
B-III-3 Certificates.
Class B-I Certificates: Any one of the Class B-I-1, Class B-I-2 or Class
B-I-3 Certificates.
Class B-II Certificates: Any one of the Class B-II-1, Class B-II-2 or Class
B-II-3 Certificates.
Class B-III Certificates: Any one of the Class B-III-1, Class B-III-2 or
Class B-III-3 Certificates.
Class B-I-1 Certificate: Any one of the Class B-I-1 Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit B,
11
senior to the Class B-I-2 and Class B-I-3 Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class B-I-2 Certificate: Any one of the Class B-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 B-I-3
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class B-I-3 Certificate: Any one of the Class B-I-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 IV for purposes of the
REMIC Provisions.
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 Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class B-II-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 as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class B-II-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 IV for purposes of the
REMIC Provisions.
Class B-III-1 Certificate: Any one of the Class B-III-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-III-2 and Class B-III-3 Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class B-III-2 Certificate: Any one of the Class B-III-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-III-3 Certificates with respect to distributions and the allocation of
Realized
12
Losses in respect of the Mortgage Loans as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class B-III-3 Certificate: Any one of the Class B-III-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 IV for purposes of the
REMIC Provisions.
Class M Certificates: Any one of the Class M-I, Class M-II or Class M-III
Certificates.
Class M-1 Certificates: Any one of the Class M-I-1, Class M-II-1 or Class
M-III-1 Certificates.
Class M-2 Certificates: Any one of the Class M-I-2, Class M-II-2 or Class
M-III-2 Certificates.
Class M-3 Certificates: Any one of the Class M-I-3, Class M-II-3 or Class
M-III-3 Certificates.
Class M-I Certificates: Any one of the Class M-I-1, Class M-I-2 or Class
M-I-3 Certificates.
Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2 or Class
M-II-3 Certificates.
Class M-III Certificates: Any one of the Class M-III-1, Class M-III-2 or
Class M-III-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-2, Class M-I-3 and Class B-I Certificates with respect to distributions and
the allocation of Realized Losses in respect of the Mortgage Loans as set forth
in Section 4.05, and evidencing an interest designated as a "regular interest"
in REMIC IV for purposes of the REMIC Provisions.
Class M-I-2 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
and Class B-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,
and evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class M-I-3 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 B-I
Certificates with respect to distributions and the allocation of Realized Losses
13
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class M-II-1 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 and Class B-II Certificates with respect to distributions
and the allocation of Realized Losses in respect of the Mortgage Loans as set
forth in Section 4.05, and evidencing an interest designated as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-II-2 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 and Class B-II Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class M-II-3 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
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class M-III-1 Certificate: Any one of the Class M-III-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-III-2, Class M-III-3 and Class B-III Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage
Loans as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-III-2 Certificate: Any one of the Class M-III-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-III-3 and Class B-III Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class M-III-3 Certificate: Any one of the Class M-III-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-III
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III or
Class R-IV
14
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.
Clearstream: Clearstream Banking, societe anonyme.
Closing Date: December 27, 2002.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period and Curtailments during the prior
calendar month, but not more than the sum of the Servicing Fee, all income and
gain on amounts held in the Custodial Account and the Certificate Account and
payable to the Certificateholders with respect to such Distribution Date and
servicing compensation to which the Master Servicer may be entitled pursuant to
Section 3.10(a)(v) and (vi), in each case with respect to the Mortgage Loans in
the related Loan Group; provided that for purposes of this definition the amount
of the Servicing Fee will not be reduced pursuant to Section 7.02 except as may
be required pursuant to the last sentence of such Section.
Converted Mortgage Loan: Any Group III Loan for which the related Mortgage
Rate has converted from an adjustable rate to a fixed rate.
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
15
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: RAMPI, Series 2002-RM1.
Corresponding Certificate: With respect to (i) REMIC I Regular Interest
LT-IA1, (ii) REMIC I Regular Interest LT-IA2, (iii) REMIC I Regular Interest
LT-I-AV, (iv) REMIC I Regular Interest LT-I-AP, (v) REMIC II Regular Interest
LT-II, (vi) REMIC II Regular Interest LT-II-AV, (vii) REMIC II Regular Interest
LT-II-AP and (viii) REMIC III Regular Interest LT-III, the (i) Class A-I-1
Certificates, Class R-IV Certificates, Class M-I Certificates and Class B-I
Certificates; (ii) Class A-I-2 Certificates; (iii) Class AV-I Certificates; (iv)
Class AP-I Certificates; (v) Class A-II Certificates, Class M-II Certificates
and Class B-II Certificates; (vi) Class AV-II Certificates; (vii) Class AP-II
Certificates; and (viii) Class A-III Certificates, Class M-III Certificates and
Class B-III Certificates, respectively.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M and Class B Certificates have been
reduced to zero.
16
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: December 1, 2002.
Cut-off Date Balance: The Group I Cut-off Date Balance, the Group II
Cut-off Date Balance or the Group III Cut-off Date Balance.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
December 2002), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled
17
due date remains unpaid as of the close of business on the last business day
immediately prior to 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 July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: The Group I Discount Fraction or Group II Discount
Fraction, as applicable.
Discount Mortgage Loan: A Group I Discount Mortgage Loan or Group II
Discount Mortgage Loan, as applicable.
Discount Net Mortgage Rate: The Group I Discount Net Mortgage Rate or Group
II Discount Net Mortgage Rate, as applicable.
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
18
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) and (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified
Organization also includes any "electing large partnership," as defined in
Section 775(a) of the Code and any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause any REMIC or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, 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 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).
19
Eligible Funds: On any Distribution Date, the portion, if any, of the
Group I Available Distribution Amount or Group II Available Distribution Amount
remaining after reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the related Senior Certificates, (ii) the related Senior
Principal Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) of this Agreement), (iii) the related Class AP Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(5) of this
Agreement) and (iv) the aggregate amount of Accrued Certificate Interest on the
related Class M, Class B-1 and Class B-2 Certificates.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: With respect to the Mortgage Loans in any Loan
Group, any Bankruptcy Loss on such Mortgage Loans, or portion thereof, which
exceeds the then-applicable Bankruptcy Amount.
Excess Fraud Loss: With respect to the Mortgage Loans in any Loan Group,
any Fraud Loss on such Mortgage Loans, or portion thereof, which exceeds the
then-applicable Fraud Loss Amount.
Excess Loss: With respect to the Group I Loans, Group II Loans or Group
III Loans, any Excess Fraud Loss, Excess Special Hazard Loss, Excess Bankruptcy
Loss or Extraordinary Loss.
Excess Special Hazard Loss: With respect to the Mortgage Loans in any
Loan Group, any Special Hazard Loss on such Mortgage Loans, or portion thereof,
that exceeds the then-applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates in the related certificate group 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(b)(i)(5). The Excess Subordinate Principal Amount will be allocated between
each Loan Group on a pro rata basis in accordance with the amount of Realized
Losses attributable to each Loan Group and allocated to the Certificates on such
Distribution Date.
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
20
resulting in a loss which causes the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combatting or defending against an actual, impending or expected
attack;
(1) by any government or sovereign power, de jure or de facto, or
by any authority maintaining or using military, naval or air forces;
or
(2) by military, naval or air forces; or
(3) by an agent of any such government, power, authority or
forces; or
(4) any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
(5) insurrection, rebellion, revolution, civil war, usurped power
or action taken by governmental authority in hindering, combatting or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Mae: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
21
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: With respect to the Group I
Certificates, other than the Class R-IV Certificates, December 25, 2017, and
with respect to the Class R-IV Certificates, Group II Certificates and Group III
Certificates, November 25, 2032. No event of default under this Agreement will
arise or become applicable solely by reason of the failure to retire the entire
Certificate Principal Balance of any Class of Class A, Class R, Class M or Class
B Certificates on or before its Final Scheduled Distribution Date.
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.
Fraud Loss Amount: The Group I Fraud Loss Amount, Group II Fraud Loss
Amount or Group III Fraud Loss Amount.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Group I Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group I Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group I Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group I Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group I Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group I Loans and (v) any amount deposited in the Certificate Account
pursuant to
22
Section 4.07 or 9.01 in respect of the Group I Loans, reduced by (b) the sum as
of the close of business on the immediately preceding Determination Date of (x)
the Amount Held for Future Distribution with respect to the Group I Loans, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Group I Loans pursuant to clauses (ii)- (x),
inclusive, of Section 3.10(a).
Group II Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group II Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group II Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group II Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group II Loans, reduced by
(b) the sum as of the close of business on the immediately preceding
Determination Date of (x) the Amount Held for Future Distribution with respect
to the Group II Loans, and (y) amounts permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Group II Loans pursuant to
clauses (ii)- (x), inclusive, of Section 3.10(a).
Group III Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group III Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group III Loans, (ii) the amount of any Advance made on the immediately
preceding Certificate Account Deposit Date with respect to the Group III Loans,
(iii) any amount deposited in the Certificate Account on the related Certificate
Account Deposit Date pursuant to the second paragraph of Section 3.12(a) in
respect of the Group III Loans, (iv) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in
respect of the Group III Loans, (v) any amount deposited in the Certificate
Account pursuant to Section 4.07 or 9.01 in respect of the Group III Loans and
(vi) any amount received by the Trustee pursuant to the Surety Bond in respect
of such Distribution Date, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (x) the Amount Held for Future
Distribution with respect to the Group III Loans, and (y) amounts permitted to
be withdrawn by the Master Servicer from the Custodial Account in respect of the
Group III Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Group I Certificates: Any one of the Group I Senior Certificates and Group
I Subordinate Certificates.
Group II Certificates: Any one of the Group II Senior Certificates and
Group II Subordinate
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Certificates.
Group III Certificates: Any one of the Group III Senior Certificates and
Group III Subordinate Certificates.
Group I Cut-off Date Balance: $209,389,729.32.
Group II Cut-off Date Balance: $43,784,073.03.
Group III Cut-off Date Balance: $92,931,252.16.
Group I Discount Fraction: With respect to each Group I Discount
Mortgage Loan, the fraction expressed as a percentage, the numerator of which is
the Group I Discount Net Mortgage Rate minus the Net Mortgage Rate (or the
initial Net Mortgage Rate with respect to any Group I 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 Group I Discount Net Mortgage Rate. The
Group I Discount Fraction with respect to each Group I Discount Mortgage Loan is
as set forth in Exhibit Q-1 attached hereto.
Group II Discount Fraction: With respect to each Group II Discount
Mortgage Loan, the fraction expressed as a percentage, the numerator of which is
the Group II Discount Net Mortgage Rate minus the Net Mortgage Rate (or the
initial Net Mortgage Rate with respect to any Group II 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 Group II Discount Net Mortgage Rate.
The Group II Discount Fraction with respect to each Group II Discount Mortgage
Loan is as set forth in Exhibit Q-2 attached hereto.
Group I Discount Mortgage Loan: Any Group I Loan having a Net Mortgage
Rate (or the initial Net Mortgage Rate) of less than the Group I Discount Net
Mortgage Rate per annum and any Mortgage Loan deemed to be a Group I Discount
Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan.
Group II Discount Mortgage Loan: Any Group II Loan having a Net Mortgage
Rate (or the initial Net Mortgage Rate) of less than the Group II Discount Net
Mortgage Rate per annum and any Mortgage Loan deemed to be a Group II Discount
Mortgage Loan pursuant to the definition of Qualified Substitute Mortgage Loan.
Group I Discount Net Mortgage Rate: With respect to any Group I Loan, 5.50%
per annum.
Group II Discount Net Mortgage Rate: With respect to any Group II Loan,
6.00% per annum.
Group I Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an
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amount equal to: (X) prior to the second anniversary of the Cut-off Date, an
amount equal to 1.25% of the aggregate outstanding principal balance of all of
the Group I Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated through Subordination in accordance with Section 4.05 since the
Cut-off Date up to such date of determination and (Y) from the second to the
fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a)
the Group I Fraud Loss Amount as of the most recent anniversary of the Cut-off
Date and (b) 1.00% of the aggregate outstanding principal balance of all of the
Group I Loans as of the most recent anniversary of the Cut-off Date minus (2)
the aggregate amount of Fraud Losses with respect to Group I Loans allocated
through Subordination in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Group I Fraud Loss Amount shall
be zero.
Group II Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount equal to: (X) prior to the first anniversary of the
Cut-off Date, an amount equal to 3.00% of the aggregate outstanding principal
balance of all of the Group II Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses allocated through Subordination in accordance with
Section 4.05 since the Cut-off Date up to such date of determination, (Y) from
the first to the second anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Group II Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate outstanding
principal balance of all of the Group II Loans as of the most recent anniversary
of the Cut-off Date minus (2) the aggregate amount of Fraud Losses with respect
to Group II Loans allocated through Subordination in accordance with Section
4.05 since the most recent anniversary of the Cut-off Date up to such date of
determination and (Z) from the second to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as
of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the Group II Loans as of the
most recent anniversary of the Cut-off Date minus (2) the aggregate amount of
Fraud Losses with respect to Group II Loans allocated through Subordination in
accordance with Section 4.05 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Group II Fraud Loss Amount shall be zero.
Group III Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount equal to: (X) prior to the first anniversary of the
Cut-off Date, an amount equal to 3.00% of the aggregate outstanding principal
balance of all of the Group III Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses allocated through Subordination in accordance with
Section 4.05 since the Cut-off Date up to such date of determination, (Y) from
the first to the second anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Group III Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate outstanding
principal balance of all of the Group III Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
with respect to Group III Loans allocated through Subordination in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination and (Z) from the second to the fifth anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Group III Fraud
Loss Amount as of
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the most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Group III Loans as of the most
recent anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud
Losses with respect to Group III Loans allocated through Subordination in
accordance with Section 4.05 since the most recent anniversary of the Cut-off
Date up to such date of determination. On and after the fifth anniversary of the
Cut-off Date, the Group III Fraud Loss Amount shall be zero.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-1.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-2.
Group III Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule in Exhibit F-3.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group III Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group III Loans is less than 10.00% of
the Group III Cut-off Date Balance.
Group I Senior Accelerated Distribution Percentage, Group II Senior
Accelerated Distribution Percentage or Group III Senior Accelerated Distribution
Percentage: With respect to any Distribution Date occurring on or prior to the
60th Distribution Date, 100%. With respect to any Distribution Date thereafter,
as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40%
26
of the related Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior
Percentage for such Distribution Date;
Any reduction to the 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 the
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 related Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans in the related Loan Group delinquent 60 days
or more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans in such Loan Group averaged
over the last six months, does not exceed 2% and (2) Realized Losses on the
Mortgage Loans in the related Loan Group 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
related Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans in the
related Loan Group delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate outstanding principal balance of all Mortgage
Loans in such Loan Group averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans in the related Loan Group 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 related Subordinate Certificates, and
(ii) that for any Distribution Date on which the related Senior
Percentage is greater than the such Senior Percentage as of the Closing Date,
the related Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the applicable Senior Certificates to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Group I Senior Certificates: Any one of the Class A-I, Class AP-I, Class
AV-I, Class R-I and Class R-IV Certificates.
27
Group II Senior Certificates: Any one of the Class A-II, Class AP-II, Class
AV-II and Class R-II Certificates.
Group III Senior Certificates: Any one of the Class A-III Certificates and
Class R-III Certificates.
Group I Senior Interest Distribution Amount: As defined in Section
4.02(a)(i)(X).
Group II Senior Interest Distribution Amount: As defined in Section
4.02(a)(i)(Y).
Group III Senior Interest Distribution Amount: As defined in Section
4.02(a)(i)(Z).
Group I 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 the Group I Senior Certificates
(other than the Class AP-I Certificates) immediately prior to such Distribution
Date and the denominator of which is the aggregate Stated Principal Balance of
all of the Group I Loans (or related REO Properties) (other than the related
Group I Discount Fraction of each Group I Discount Mortgage Loan) immediately
prior to such Distribution Date.
Group II 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 the Group II Senior Certificates
(other than the Class AP-II Certificates) immediately prior to such Distribution
Date and the denominator of which is the aggregate Stated Principal Balance of
all of the Group II Loans (or related REO Properties) (other than the related
Group II Discount Fraction of each Group II Discount Mortgage Loan) immediately
prior to such Distribution Date.
Group III 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 the Group III Senior Certificates
immediately prior to such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the Group III Loans (or related REO
Properties) immediately prior to such Distribution Date.
Group I Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group I remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(X) and
Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to be distributed
therefrom to the Group I Certificateholders on such Distribution Date pursuant
to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xv) and (xvi).
Group II Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group II remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(Y) and
Section 4.02(a)(ii)(X), and (b) the sum of the amounts required to be
28
distributed therefrom to the Group II Certificateholders on such Distribution
Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xv) and (xvi).
Group III Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group III remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(Z), and (b)
the sum of the amounts required to be distributed therefrom to the Group II
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y)
and Section 4.02(a)(xv) and (xvi).
Group I Special Hazard Amount: As of any Distribution Date, an amount
equal to $2,599,498 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group I Loans through Subordination in accordance with
Section 4.05 and (ii) the 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 greatest of (i) twice
the outstanding principal balance of the Group I Loan that has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Group I Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Group I Loans in any
single five-digit California zip code area with the largest amount of Group I
Loans by aggregate principal balance as of such anniversary.
The Group I Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group I Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group II Special Hazard Amount: As of any Distribution Date, an amount
equal to $5,951,664 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through Subordination in accordance with
Section 4.05 and (ii) the 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 greatest of (i) twice
the outstanding principal balance of the Group II Loan that has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Group II Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Group II Loans in any
single five-digit California zip code area with the
29
largest amount of Group II Loans by aggregate principal balance as of such
anniversary.
The Group II Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group II Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group III Special Hazard Amount: As of any Distribution Date, an amount
equal to $7,914,100 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group III Loans through Subordination in accordance with
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 greatest of (i) twice
the outstanding principal balance of the Group III Loan that has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Group III Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Group III Loans in
any single five-digit California zip code area with the largest amount of Group
III Loans by aggregate principal balance as of such anniversary.
The Group III Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group III Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group I Subordinate Certificates: The Class M-I Certificates and Class B-I
Certificates.
Group II Subordinate Certificates: The Class M-II Certificates and Class
B-II Certificates.
Group III Subordinate Certificates: The Class M-III Certificates and Class
B-III Certificates.
Group I Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group I Subordinate Certificates, (a) the
sum of (i) the product of (x) the Class's pro rata share, based on the
Certificate Principal Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(i), (ii) and (iii) of Section 4.02(a)(ii)(Y)(A) (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 I Subordinate Certificates then
outstanding, of the principal
30
collections described in Section 4.02(a)(ii)(Y)(B)(b) (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 Group I Discount Mortgage Loan) to the extent
not payable to the related Senior Certificates; (iv) if such Class is the Class
of Subordinate Certificates with the Highest Priority, any related Excess
Subordinate Principal Amount for such Distribution Date to the extent of
Eligible Funds 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 I Subordinate
Certificates minus (b) with respect to the Class of Subordinate Certificates
with the Lowest Priority, any related Excess Subordinate Principal Amount for
such Distribution Date; provided, however, that the Group I Subordinate
Principal Distribution Amount for any Class of Group I 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.
Group II Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group II Subordinate Certificates, (a) the
sum of (i) the product of (x) the Class's pro rata share, based on the
Certificate Principal Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(i), (ii) and (iii) of Section 4.02(a)(ii)(Y)(A) (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 II Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) (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 Group II Discount Mortgage Loan) to the extent not payable to the
related Senior Certificates; (iv) if such Class is the Class of Subordinate
Certificates with the Highest Priority, any related Excess Subordinate Principal
Amount for such Distribution Date to the extent of Eligible Funds 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 II Subordinate Certificates minus (b) with
respect to the Class of Subordinate Certificates with the Lowest Priority, any
related Excess Subordinate Principal Amount for such Distribution Date;
provided, however, that the Group II Subordinate Principal Distribution Amount
for any Class of Group 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.
31
Group III Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group III Subordinate Certificates, (a) the
sum of (i) the product of (x) the Class's pro rata share, based on the
Certificate Principal Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(i), (ii) and (iii) of Section 4.02(a)(ii)(Y)(A) (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 III Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) (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 the extent not payable to
the related Senior Certificates; (iv) if such Class is the Class of Subordinate
Certificates with the Highest Priority, any related Excess Subordinate Principal
Amount for such Distribution Date to the extent of Eligible Funds 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 Subordinate Certificates minus (b) with respect to
the Class of Group III Subordinate Certificates with the Lowest Priority, any
related Excess Subordinate Principal Amount for such Distribution Date;
provided, however, that the Group III Subordinate Principal Distribution Amount
for any Class of Group III 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.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit P 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.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: (a) with respect
to the Group I Subordinate Certificates, Class M-I-1, Class M-I-2, Class M-I- 3,
Class B-I-1, Class B-I-2 and Class B-I-3 Certificates, (b) with respect to the
Group II Subordinate Certificates, 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 and (c) with respect to
the Group III Subordinate Certificates, Class M-III-1, Class M- III-2, Class
M-III-3, Class B-III-1, Class B-III-2 and Class B-III-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.
32
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class A-I-3, Class AV-I and Class AV-II
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 Subordinate Class Percentage: With respect to any Distribution
Date and any Class of Subordinate Certificates, a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of such Class of Subordinate Certificates as of the Closing Date and the
denominator of which is the related Cut-off Date Balance.
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.
Interest Accrual Period: With respect to any Distribution Date, the prior
calendar month.
Interim Certificates: As defined in Section 2.02.
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.
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 Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any of Loan Group I, Loan Group II or Loan Group III.
Loan Group I: The group of Mortgage Loans designated as the Group I
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-1.
Loan Group II: The group of Mortgage Loans designated as the Group II
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-2.
Loan Group III: The group of Mortgage Loans designated as the Group III
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-3.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator
33
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
Subordinate Certificates, any other Class of related Subordinate Certificates
then outstanding, with later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: (a) with respect to the
Group I Subordinate Certificates, Class B-I-3, Class B-I-2, Class B-I-1, Class
M-I-3, Class M-I-2 and Class M-I-1 Certificates, (b) with respect to the Group
II Subordinate Certificates, 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 and (c) with respect to the
Group III Subordinate Certificates, Class B-III-3, Class B-III- 2, Class
B-III-1, Class M-III-3, Class M-III-2 and Class M-III-1 Certificates.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III and REMIC IV, the latest possible maturity date, solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the
Certificate Principal Balance of each such Class of Certificates representing a
regular interest in the Trust Fund would be reduced to zero, which is, for each
such regular interest other than the Group I Certificates, December 25, 2017,
which is the Distribution Date following the maturity of the latest maturing
Mortgage Loan, and which is for the Group II Certificates and Group III
Certificates, November 25, 2032.
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.
MLCC: Xxxxxxx Xxxxx Credit Corporation, or its successor in interest.
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
34
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.
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 attached hereto as Exhibit F-1,
Exhibit F-2 and Exhibit F-3, 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 Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2 and Exhibit F-3 (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;
35
(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 Adjusted Net Mortgage Rate or 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).
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
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 hereto, as applicable.
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 Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus
36
the sum of the Servicing Fee Rate and minus the rate at which any applicable
lender-paid mortgage insurance accrues.
Non-Discount Mortgage Loan: A Group I Loan that is not a Group I
Discount Mortgage Loan or a Group II Loan that is not a Group II Discount Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by
the Master Servicer in respect of a Mortgage Loan (other than a Deleted Mortgage
Loan) which, in the good faith judgment of the Master Servicer, will not, or, in
the case of a proposed Advance, would not, be ultimately recoverable by the
Master Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds or REO Proceeds.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notice: As defined in Section 4.04.
Notional Amount: With respect to the Class A-I-3 Certificates,
immediately prior to any Distribution Date, an amount equal to the Certificate
Principal Balance of the Class A-I-2 Certificates. For federal income tax
purposes, however, the Notional Amount of the Class A-I-3 Certificates will be
equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT-
IA2. With respect to the Class AV-I Certificates, immediately prior to any
Distribution Date, an amount equal to the Uncertificated Notional Amount of
REMIC I Regular Interest LT-I-AV. With respect to the Class AV-II Certificates,
immediately prior to any Distribution Date, an amount equal to the
Uncertificated Notional Amount of REMIC I Regular Interest LT-II-AV.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs or compliance with the
REMIC Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a Mortgage
Loan (including an REO Property) that was not the subject of a Principal
Prepayment in Full, Cash
37
Liquidation or REO Disposition and that was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I-1, Class R-I, Class
R-IV, Class M-I and Class B-I Certificates, 5.50% per annum. With respect to the
Class A-I-2 Certificates, 5.25% per annum. With respect to the Class A-I-3
Certificates, 0.25% per annum.
With respect to the Class AV-I Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Group I Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such Group
I Loans 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). With respect to the Class AV-I Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to approximately 0.2556% per
annum.
With respect to the Class A-II, Class R-II, Class M-II and Class B-II
Certificates, 6.00% per annum.
With respect to the Class AV-II Certificates and any Distribution Date,
a rate equal to the weighted average, expressed as a percentage, of the Pool
Strip Rates of all Group II Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such Group
II Loans 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). With respect to the Class AV-II Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to approximately 0.8511% per
annum.
With respect to the Class A-III Certificates, Class R-III Certificate,
Class M-III Certificates and Class B-III Certificates on any Distribution Date,
the Uncertificated REMIC II Pass-Through Rate.
Paying Agent: Deutsche Bank Trust Company Americas or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate, Class M
Certificate or Class B Certificate, the undivided percentage ownership interest
in the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof
divided by the aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. The Percentage Interest with respect to a Class
R Certificate shall be stated on the face thereof.
38
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
(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
39
writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Strip Rate: With respect to each Group I Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Group I Loan over (b)
the Group I Discount Net Mortgage Rate (but not less than 0.00%) per annum. With
respect to each Group II Loan, a per annum rate equal to the excess of (a) the
Net Mortgage Rate of such Group II Loan over (b) the Group II Discount Net
Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Assumption: With respect to the Group I Certificates, a
prepayment assumption of 300% of the prepayment speed assumption, used for
determining the accrual of original issue discount and market discount and
premium on the Group I Certificates for federal income tax purposes. With
respect to the Group II Certificates, a prepayment assumption of 350% of the
prepayment speed assumption, used for determining the accrual of original issue
discount and market discount and premium on the Group II Certificates for
federal income tax purposes. The prepayment speed assumption assumes a constant
rate of prepayment of mortgage loans of 0.2% per annum of the then outstanding
principal balance of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.2% per annum in each succeeding
month until the thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
With respect to the Group III Certificates, the prepayment assumption to
be used for determining the accrual of original issue discount and premium on
the Group III Certificates for
40
federal income tax purposes, which assumes a constant prepayment rate of 30% per
annum with respect to the Group III Loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date on which any Class of Subordinate
Certificates in the related certificate group are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates in the related certificate group for
which the related Principal Payment 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 Subordinate Certificates in the
related certificate group then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates in
the related certificate group for which the respective Principal
Payment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates in the related certificate group for which the
Principal Payment Distribution Triggers have not been satisfied,
0%; and
(ii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the related definition
of "Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of
Subordinate Certificates in the related certificate group 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 Prepayment Distribution
Percentage of each other Class of Subordinate Certificates in the
related certificate group (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 Maturing Class or Classes
pursuant to clause (a) of this sentence, expressed as an aggregate
percentage, shall be allocated among the 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
41
Prepayment Distribution Percentage of each 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 Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F with the exception of either code "23" or
"96" under the column "MI CO CODE."
Principal Payment Distribution Trigger: With respect to any Distribution
Date and any Class of Subordinate Certificates (other than the Class M-I-1,
Class M-II-1 or Class M-III-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 Subordinate Certificates in
the related certificate group with a Lower Priority than such Class immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans in the related Loan Group (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 Subordinate Certificates.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
42
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified 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)
have a Pool Strip Rate equal to or greater 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
Group I Discount Mortgage Loan or Group II Discount Mortgage Loan, such
Qualified Substitute Mortgage Loan shall be deemed to be a Group I Discount
Mortgage Loan or Group II Discount Mortgage Loan, respectively, and to have a
Group I Discount Fraction or Group II Discount Fraction, respectively, equal to
the related 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
43
Pool Strip Rate of the related Deleted Mortgage Loan for purposes
of calculating the Pass-Through Rate on the Class AV-I
Certificates or Class AV-II Certificates, as applicable, 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-IV Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch or Moody's. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan
44
are being advanced on a current basis by the Master Servicer or a Subservicer,
in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Interest: Any one of the REMIC regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the Group I Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group I
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2002) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund;
(iii) property which secured a Group I Mortgage 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 Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Regular Interests: REMIC I Regular Interest LT-IA1, REMIC I
Regular Interest LT-IA2, REMIC I Regular Interest LT-I-AV and REMIC I Regular
Interest LT-I-AP.
REMIC I Regular Interest LT-IA1: A regular interest in REMIC I that is held
as an asset of
45
REMIC IV, that has an initial principal balance equal to the related
Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-IA2: A regular interest in REMIC I that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-I-AV: A regular interest in REMIC I that is
held as an asset of REMIC IV, that has an initial notional amount equal
to$209,389,729.32, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest LT-I-AP: A regular interest in REMIC I that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance, and that has such other terms as are
described herein.
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 Group II Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group II
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2002) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund;
(iii) property which secured a Group II Mortgage Loan and which
has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy
pertaining to the Group II Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC II Regular Interests: REMIC II Regular Interest LT-II, REMIC II
Regular Interest LT-II-AV and REMIC II Regular Interest LT-II-AP.
REMIC II Regular Interest LT-II: A regular interest in REMIC II that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
46
that bears interest at the related Uncertificated REMIC II Pass-Through Rate,
and that has such other terms as are described herein.
REMIC II Regular Interest LT-II-AV: A regular interest in REMIC II that
is held as an asset of REMIC IV, that has an initial notional amount equal to
$43,784,073.03, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT-II-AP: A regular interest in REMIC II that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, and that has such other terms as
are described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the Group III Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group III
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2002) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund, including the proceeds from the liquidation of Additional
Collateral for any Additional Collateral Loan;
(iii) property which secured a Group III Mortgage 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 III Mortgage Loans, if any, and the interest in
the Surety Bond transferred to the Trustee pursuant to Section 2.01; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC III Regular Interest LT-III: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests, the REMIC II Regular Interests and the REMIC III
Regular Interests.
47
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.
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.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Loan
that has been liquidated, the lesser of (i) the principal portion of the
Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any, of
(a) the amount of Additional Collateral required at origination with respect to
such Mortgage Loan over (b) the net proceeds realized by the Subservicer from
the related Additional Collateral.
48
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller 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, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: The Group I Senior Accelerated
Distribution Percentage, Group II Senior Accelerated Distribution Percentage or
Group III Senior Accelerated Distribution Percentage.
Senior Certificates: Any one of the Class A or Class R Certificates.
Senior Interest Distribution Amount: The Group I Senior Interest
Distribution Amount, Group II Senior Interest Distribution Amount or Group III
Senior Interest Distribution Amount.
Senior Percentage: The Group I Senior Percentage, Group II Senior
Percentage or Group III Senior Percentage.
Senior Principal Distribution Amount: The Group I Senior Principal
Distribution Amount, Group II Senior Principal Distribution Amount or Group III
Senior Principal Distribution Amount.
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(R) System, (iii) the management and
49
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: The Group I Special Hazard Amount, Group II Special
Hazard Amount or Group III Special Hazard Amount.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of
50
(a) the principal portion of the Monthly Payments due with respect to such
Mortgage Loan or REO Property during each Due Period ending prior to the most
recent Distribution Date which were received or with respect to which an Advance
was made, and (b) all Principal Prepayments with respect to such Mortgage Loan
or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such Mortgage Loan or
REO Property, in each case which were distributed pursuant to Section 4.02 on
any previous Distribution Date, and (c) any Realized Loss allocated to
Certificateholders with respect thereto for any previous Distribution Date.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Percentage: As of any Distribution Date, as determined
separately for each Loan Group, 100% minus the related Senior Percentage as of
such Distribution Date.
Subordinate Principal Distribution Amount: The Group I Subordinate
Principal Distribution Amount, Group II Subordinate Principal Distribution
Amount or Group III Subordinate Principal Distribution Amount.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any 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
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also
51
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II, REMIC III and REMIC IV due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III and
REMIC IV.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any REMIC I Regular
Interest, REMIC II Regular Interest or REMIC III Regular Interest for any
Distribution Date, except for REMIC I Regular Interest LT-I-AP and REMIC II
Regular Interest LT-II-AP, one month's interest at the
52
related Uncertificated Pass-Through Rate for such Distribution Date, accrued on
the Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for
any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Mortgage Loans for any
Distribution Date shall be allocated first to REMIC I Regular Interests LT-IA1
and LT-IA2, and then to REMIC I Regular Interest LT-I-AV, in each case to the
extent of one month's interest at the then applicable respective Uncertificated
REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of
each such Uncertificated REMIC I Regular Interest. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests
for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group II Mortgage Loans for
any Distribution Date shall be allocated first to REMIC II Regular Interest LT-
II, and then to REMIC II Regular Interest LT-II-AV, in each case to the extent
of one month's interest at the then applicable respective Uncertificated REMIC
II Pass-Through Rate on the respective Uncertificated Principal Balance of each
such Uncertificated REMIC II Regular Interest.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group III Mortgage Loans for any Distribution Date
shall be allocated to REMIC III Regular Interest LT-III, to the extent of one
month's interest at the then applicable respective Uncertificated REMIC III
Pass-Through Rate on the Uncertificated Principal Balance of such Uncertificated
REMIC III Regular Interest.
Uncertificated Notional Amount: With respect to REMIC I Regular Interest
LT-I-AV and REMIC II Regular Interest LT-II-AV, the aggregate Stated Principal
Balance of the Group I Mortgage Loans and Group II Mortgage Loans, respectively,
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).
Uncertificated Pass-Through Rate: The Uncertificated REMIC I,
Uncertificated REMIC II or Uncertificated REMIC III Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of any REMIC I
Regular Interest, REMIC II Regular Interest or REMIC III Regular Interest
outstanding as of any date of determination. The Uncertificated Principal
Balance of each REMIC I Regular Interest, REMIC II Regular Interest or REMIC III
Regular Interest shall never be less than zero.
Uncertificated REMIC I LT-I-AV Notional Amount: With respect to each
Uncertificated REMIC I LT-I-AV Regular Interest, an amount equal to the
aggregate Stated Principal Balance of the related Group I Non-Discount Mortgage
Loans.
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Uncertificated REMIC II LT-II-AV Notional Amount: With respect to each
Uncertificated REMIC II LT-II-AV Regular Interest, an amount equal to the
aggregate Stated Principal Balance of the related Group II Non-Discount Mortgage
Loans.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to 5.50%.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to 6.00%.
Uncertificated REMIC III Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate on the Group III Mortgage Loans.
Uncertificated Regular Interests: The REMIC I Regular Interests, REMIC II
Regular Interests and 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. 95.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates (other than
the Class A-I-3, Class AV-I and Class AV-II Certificates), Class M Certificates
and Class B Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1% of all of the Voting Rights shall
be allocated among the Holders of the Class A-I-3 Certificates; 1% of all of the
Voting Rights shall be allocated among the Holders of the Class AV-I
Certificates; 1% of all of the Voting Rights shall be allocated among the
Holders of the Class AV-II Certificates; 0.50%, 0.50%, 0.50% and 0.50% of all of
the Voting Rights shall be allocated among the Holders of the Class R-I, Class
R-II, Class R-III and Class R-IV Certificates, respectively; in each case to be
allocated among the Certificates of such Class in accordance with
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their respective Percentage Interest.
Weighted Average Net Mortgage Rate: A per annum rate equal to the
weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net
Mortgage Rates) on the related Mortgage 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.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse, all the right, title and
interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of December 2002); and (ii) all proceeds of the
foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, except as set forth in Section 2.01(c) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such purpose, the following documents or instruments (or copies thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such
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assignment or assignments of the Mortgage with evidence of recording
indicated thereon; and
(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
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative
Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
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(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing
Residential Funding as debtor, the Company as secured party and the
Trustee as assignee and a duly completed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party, each in
a form sufficient for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) The Depositor may, in lieu of delivering 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) 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 below. 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. On the
Closing Date, the Master Servicer shall certify that it has in its possession an
original or copy of each of the documents referred to in Section 2.01(b)(I)(ii),
(iii), (iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has
been delivered to it by the Depositor.
(d) In connection with any Mortgage Loan, if the Depositor cannot
deliver the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns, and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Depositor because of
any defect therein, the
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Depositor shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Depositor shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment, Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or from the
related Subservicer. In connection with its servicing of Cooperative Loans, the
Master Servicer will use its best efforts to file timely continuation statements
with regard to each financing statement and assignment relating to 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.
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.
(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 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
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Certificate and Cooperative Lease, (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note and Mortgage, (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 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) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive amounts due
or to become due in respect of any Additional Collateral pursuant to the related
Subservicing Agreement and its rights as beneficiary under the Surety Bond in
respect of any Additional Collateral Loans. With respect to any Additional
Collateral Loan, Residential Funding shall cause to be filed in the appropriate
recording office a
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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.
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) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, 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
Certificate") to the effect that all documents required to be delivered pursuant
to Section 2.01(b) above have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except
for any exceptions listed on Schedule A attached to such Interim Certification.
Upon delivery of the Mortgage Files by the Depositor or the Master Servicer, the
Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, and based solely upon a receipt or certification executed
by the Custodian, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01(c) above. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees to review each Mortgage File delivered to it pursuant to
Section 2.01(c) within 45 days after receipt thereof to ascertain that all
documents required to be delivered pursuant to such Section have been received,
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it.
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
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promptly notify the related Subservicer of such omission or defect and request
that such Subservicer correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master
Servicer was notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered; and provided
further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Subservicer or
its designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Residential Funding that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Residential Funding and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations. It is understood and agreed that the obligation of the
Subservicer, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent document exists shall constitute
the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Depositor.
(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
62
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set
forth in this Section
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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 Exhibit F-1, Exhibit F-2 and
Exhibit F-3 hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, is true and correct in all material respects
at the respective date or dates which such information is furnished;
(ii) Immediately prior to the conveyance of the Mortgage Loans to
the Trustee, the Depositor had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such conveyance validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest; and
(iii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach
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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 than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or substitution must occur
within 90 days from the date the breach was discovered. In the event that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04,
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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, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the Schedule of Discount Fractions, 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, and, if the Deleted
Mortgage Loan was a Group I Discount Mortgage Loan or Group II Discount Mortgage
Loan, the amended related Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, and Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in Section 4 of the Assignment Agreement, as of the date of
substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement. In connection with the substitution of one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master Servicer will determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute Mortgage Loans as of the date
of substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II, REMIC
III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate
is outstanding.
It is understood and agreed that the obligation of the Residential
Funding to cure such breach or purchase (or in the case of Residential Funding
to substitute for) such Mortgage Loan as to which
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such a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse, all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests, the REMIC II Regular Interests and the
REMIC III Regular Interests for the benefit of the Holders of the REMIC IV
Regular Interests and the Holders of the Class R-IV Certificates. The Trustee
acknowledges receipt of the REMIC I Regular Interests, the REMIC II Regular
Interests and the REMIC III Regular Interests (each of 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 REMIC IV Regular Interests and Holders of the
Class R-IV Certificates. The interests evidenced by the Class R-IV Certificates,
together with the REMIC IV Regular Interests, constitute the entire beneficial
ownership interest in REMIC IV.
(c) In exchange for the REMIC I Regular Interests, the REMIC II Regular
Interests and the REMIC III Regular Interests and, concurrently with the
assignment to the Trustee thereof, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-IV Certificates) the entire beneficial ownership interest in REMIC IV.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of
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Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment in
Full pursuant to Section 3.13(d) hereof) and cause any of REMIC I, REMIC II,
REMIC III or REMIC IV to fail to qualify as a REMIC under the Code. The Trustee
shall 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;
Special Servicing.
(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
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must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan
guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third- party servicers, but such Subservicer will remain
obligated under the related Subservicing Agreement. The Master Servicer and a
Subservicer may enter into amendments thereto or a different form of
Subservicing Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders.
(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.
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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 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.
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Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
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(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal 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.
(i) 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):
(ii) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(iii) 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;
(iv) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(v) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03 or 2.04 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;
(vi) Any amounts required to be deposited pursuant to Section
3.07(c); and
(vii) Any amounts realized by the Subservicer and received by the
Master Servicer in respect of any Additional Collateral; .
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal
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and interest on the Mortgage Loans due on or before the Cut-off Date) and
payments or collections in the nature of prepayment charges or late payment
charges or assumption fees may but need not be deposited by the Master Servicer
in the Custodial Account. In the event any amount not required to be deposited
in the Custodial Account is so deposited, the Master Servicer may at any time
withdraw such amount from the Custodial Account, any provision herein to the
contrary notwithstanding. The Custodial Account may contain funds that belong to
one or more trust funds created for mortgage pass-through certificates of other
series and may contain other funds respecting payments on mortgage loans
belonging to the Master Servicer or serviced or master serviced by it on behalf
of others. Notwithstanding such commingling of funds, the Master Servicer shall
keep records that accurately reflect the funds on deposit in the Custodial
Account that have been identified by it as being attributable to the Mortgage
Loans.
(b) With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in the Group I and Group II
Available Distribution Amount for the Distribution Date in the month of receipt,
but is not obligated to do so. If the Master Servicer so elects, such amounts
will be deemed to have been received (and any related Realized Loss shall be
deemed to have occurred) on the last day of the month prior to the receipt
thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account
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on a daily basis all proceeds of Mortgage Loans received by the Subservicer,
less its Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the Subservicing Account is not an
Eligible Account, the Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The Subservicer shall not be
required to deposit in the Subservicing Account payments or collections in the
nature of prepayment charges or late charges or assumption fees. On or before
the date specified in the Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with respect to
each Mortgage Loan serviced by such Subservicer that are required to be remitted
to the Master Servicer. The Subservicer will also be required, pursuant to the
Subservicing Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of principal and interest less its
Subservicing Fees on any Mortgage Loans for which payment was not received by
the Subservicer. This obligation to advance with respect to each Mortgage Loan
will continue up to and including the first of the month following the date on
which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be deposited promptly by it in
the Custodial Account.
(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, if any, 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
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Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of
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Subservicer Advances or Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were made in the case
of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
Mortgage Rate (or 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, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to Certificateholders as of the date on which
the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has been added
to the outstanding principal balance of the Mortgage Loan;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
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(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.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any Advance or Subservicer Advance made in respect of a
Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance
by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Mortgage Loans on any Certificate Account Deposit Date
succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date
shall be limited to an amount not exceeding the portion of such Advance or
Subservicer 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
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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 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).
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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, 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
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Mortgagor will bring, or if any Mortgagor does bring, legal action to
declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
REMICs under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same priority in relation to any senior
mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage)
pursuant to the terms of the Mortgage, (B) such transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from liability on
the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer
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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) or
other similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and that each of
REMIC I, REMIC II, REMIC III or REMIC IV would continue to qualify as a REMIC
under the Code as a result thereof and that no tax on "prohibited transactions"
or "contributions" after the startup day would be imposed on any of REMIC I,
REMIC II, REMIC III or REMIC IV as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. Alternatively, the Master Servicer may take
other actions in respect of a defaulted Mortgage Loan, which may include (i)
accepting a short
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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 to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
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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 execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property as soon as practicable, giving due consideration to the
interests of the Certificateholders, but in all cases 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
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(or such shorter period as may be necessary under applicable state (including
any state in which such property is located) law to maintain the status of each
of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC under applicable state
law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund,
request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC (for
federal (or any applicable State or local) income tax purposes) at any time that
any Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I, REMIC II, REMIC III or
REMIC IV to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or 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 the Master Servicer; fifth, to all
Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer
and the Subservicer shall have no claims for any deficiencies with respect to
such fees which result from the foregoing allocation); and sixth, to Foreclosure
Profits.
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Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(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
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to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall 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
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each Distribution Date shall be reduced (but not below zero) by an amount equal
to Compensating Interest (if any) for such Distribution Date. Such reduction
shall be applied during such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled pursuant to Section
3.10(a)(iii); second, to any income or gain realized from any investment of
funds held in the Custodial Account or the Certificate Account to which the
Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing compensation to which the
Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making
such reduction, the Master Servicer will 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) will 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) will 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, (i) Compensating Interest derived from Loan Group I shall be
used on such Distribution Date to cover any Prepayment Interest Shortfalls on
the Group I Loans, (ii) Compensating Interest derived from Loan Group II shall
be used on such Distribution Date to cover any Prepayment Interest Shortfalls on
the Group II Loans and (iii) Compensating Interest derived from Loan Group III
shall be used on such Distribution Date to cover any Prepayment Interest
Shortfalls on the Group III Loans.
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 March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and of its performance under the pooling and servicing agreements, including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such officers' knowledge, based on such review, the Master Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout such year,
or, if there has been material noncompliance with such servicing standards or a
default in the fulfillment in all material respects of any such obligation
relating to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof and (iii) to the best of such
officers' knowledge, each Subservicer has
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complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, specifying such statement shall include
a description of such noncompliance or specify each such default, as the case
may be, known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants which shall be
members of the American Institute of Certified Public Accountants to furnish a
report to the Depositor 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 with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may,
but is not obligated to perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder or exercise the rights of the Master
Servicer hereunder; provided that the Master Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have the responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) all
other amounts constituting the Group I, Group II and Group III Available
Distribution Amount for the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02 Distributions.
(a) On each Distribution Date (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
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share shall be based
on the aggregate of the Percentage Interests represented by Certificates of the
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applicable Class held by such Holder) of the following amounts, in the following
order of priority (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Group I, Group II and Group III Available Distribution
Amount:
(i) (X) from the Group I Available Distribution Amount, to the
Group I Senior Certificates (other than the Class AP-I Certificates), on
a pro rata basis based on the Accrued Certificate Interest payable on
such Classes of 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(a) (the "Group I Senior Interest Distribution Amount");
(Y) from the Group II Available Distribution Amount, to
the Group II Senior Certificates (other than the Class AP-II
Certificates), on a pro rata basis based on the Accrued
Certificate Interest payable on such Classes of 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(a)
(the "Group II Senior Interest Distribution Amount");
(Z) from the Group III Available Distribution Amount, to
the Group III Senior Certificates, on a pro rata basis based on
Accrued Certificate Interest payable on such Classes of
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(a) (the "Group III Senior Interest Distribution
Amount"); and
(ii) (X) to the Class AP-I Certificates or Class AP-II
Certificates, as applicable, the related Class AP Principal Distribution
Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the related Senior Certificates (other than the
Class AP-I Certificates and Class AP-II Certificates), in the
priorities and amounts set forth in Section 4.02(b)(ii) through
(iv), the sum of the following (applied to reduce the Certificate
Principal Balances of such Senior Certificates, as applicable):
(A) the related Senior Percentage for such Distribution
Date times the sum of the following:
(i) the principal portion of each Monthly Payment
due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction of
the principal portion of such payment with respect to a
related Discount Mortgage Loan) in the related Loan Group,
whether or not received on or prior to the related
Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related
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Discount Fraction of the principal portion of such Debt
Service Reductions with respect to each related Discount
Mortgage Loan) which together with other related
Bankruptcy Losses exceeds the related Bankruptcy Amount;
(ii) the Stated Principal Balance of any Mortgage
Loan in the related Loan Group repurchased during the
preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant
to Sections 2.02, 2.03, 2.04 or 4.07 of this Agreement,
and the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 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 related Discount
Mortgage Loan); and
(iii) the principal portion of all other
unscheduled collections with respect to the related Loan
Group (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a
Cash Liquidation or REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(B), including without
limitation Insurance Proceeds, Liquidation Proceeds and
REO Proceeds) received during the preceding calendar month
(or deemed to have been so received in accordance with
Section 3.07(b)) to the extent applied by the Master
Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (other than the
related Discount Fraction of the principal portion of such
unscheduled collections, with respect to each related
Discount Mortgage Loan);
(B) with respect to each Mortgage Loan in the related Loan
Group 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 Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses or Extraordinary Losses,
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
related Discount Mortgage Loan) 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 related Discount
Mortgage Loan, included in Section 4.02(b)(i)(3) of this
Agreement);
(C) the related Senior Accelerated Distribution Percentage
for such
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Distribution Date times the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and
Curtailments with respect to the related Loan Group received in
the preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments
with respect to each related Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount allocated to
the related Loan Group but only to the extent of Eligible Funds
in the related Loan Group for such Distribution Date; and
(E) any amounts described in subsection (ii), clauses (Y)
(A), (B) and (C) of this Section 4.02(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 related Subordinate
Certificates; and
(F) to the Holders of the Group I Certificates, Group II
Certificates or Group III Certificates, as applicable, amounts
required to be distributed pursuant to Section 4.02(c);
(iii) to the Holders of the Class M-I-1, Class M-II-1 and Class
M-III-1 Certificates, as applicable, 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;
(iv) to the Holders of the Class M-I-1, Class M-II-1 and Class
M-III-1 Certificates, as applicable, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, applied in reduction of the Certificate
Principal Balance of the Class M-I-1, Class M-II-1 and Class M-III-1
Certificates;
(v) to the Holders of the Class M-I-2, Class M-II-2 and Class
M-III-2 Certificates, as applicable, 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;
(vi) to the Holders of the Class M-I-2, Class M-II-2 and Class
M-III-2 Certificates, as applicable, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, applied in reduction of the Certificate
Principal Balance of the Class M-I-2, Class M-II-2 and Class M-III-2
Certificates;
(vii) to the Holders of the Class M-I-3, Class M-II-3 and Class
M-III-3 Certificates, as applicable, the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
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except as provided below;
(viii) to the Holders of the Class M-I-3, Class M-II-3 and Class
M-III-3 Certificates, as applicable, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, applied in reduction of the Certificate
Principal Balance of the Class M-I-3, Class M-II-3 and Class M-III-3
Certificates;
(ix) to the Holders of the Class B-I-1, Class B-II-1 and Class
B-III-1 Certificates, as applicable, 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;
(x) to the Holders of the Class B-I-1, Class B-II-1 and Class
B-III-1 Certificates, as applicable, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, applied in reduction of the Certificate
Principal Balance of the Class B-I-1, Class B-II-1 and Class B-III-1
Certificates;
(xi) to the Holders of the Class B-I-2, Class B-II-2 and Class
B-III-2 Certificates, as applicable, 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;
(xii) to the Holders of the Class B-I-2, Class B-II-2 and Class
B-III-2 Certificates, as applicable, an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, applied in reduction of the Certificate
Principal Balance of the Class B-I-2, Class B-II-2 and Class B-III-2
Certificates;
(xiii) to the Holders of the Class B-I-3, Class B-II-3 and Class
B-III-3 Certificates, as applicable, 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;
(xiv) to the Holders of the Class B-I-3, Class B-II-3 and Class
B-III-3 Certificates, as applicable, an amount equal to the Subordinate
Principal Distribution Amount for such Class of Certificates for such
Distribution Date;
(xv) to the related Senior Certificates, in the priority set
forth in Section 4.02(b), 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 related Subordinate
Certificates then outstanding beginning with such Class with the Highest
Priority, any portion of the related Available Distribution Amount
remaining after the related
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Senior Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Subordinate Certificates, but in
no event more than the outstanding Certificate Principal Balance of each
such Class of Subordinate Certificates; and
(xvi) to the Class R-IV Certificates, the balance, if any, of the
related Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the 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 Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date will be
made as follows:
(i) to the Class AP-I Certificates and Class AP-II Certificates
from the Group I Available Distribution Amount and Group II Available
Distribution Amount, respectively, until the Certificate Principal
Balance thereof is reduced to zero, an amount (the related "Class AP
Principal Distribution Amount") equal to the aggregate of:
(1) the related Discount Fraction of the principal
portion of each Monthly Payment on each related Discount
Mortgage Loan due during the related Due Period, whether
or not received on or prior to the related Determination
Date, minus the related Discount Fraction of the principal
portion of any related Debt Service Reduction which
together with other related Bankruptcy Losses exceeds the
related Bankruptcy Amount;
(2) the related Discount Fraction of the principal
portion of all unscheduled collections on each related
Discount Mortgage Loan 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 related Discount Mortgage Loan
described in clause (3) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including repurchases deemed to have occurred during such
period in accordance with Section 3.07(b)) of related
Discount Mortgage Loans(or, in the case of a substitution
of a related Deleted Mortgage Loan, the related Discount
Fraction of the
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amount of any shortfall deposited in the Custodial Account
in connection with such substitution);
(3) in connection with the Cash Liquidation or REO
Disposition of a related Discount Mortgage Loan that did
not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal
Balance of such related Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the aggregate
amount of the collections on such related Discount
Mortgage Loan to the extent applied as recoveries of
principal;
(4) any amounts allocable to principal for the
related Loan Group for any previous Distribution Date
(calculated pursuant to clauses (1) through (3) above)
that remain undistributed; and
(5) the amount of any related Class AP Collection
Shortfalls for such Distribution Date and the amount of
any such Class AP Collection Shortfalls remaining unpaid
for all previous Distribution Dates, but only to the
extent of the Eligible Funds in the related Loan Group for
such Distribution Date;
(ii) the following amounts shall be distributed to the Group I
Senior Certificates (other than the Class A-I-3 Certificates and Class
AP-I Certificates) as follows:
(A) the Group I Senior Principal Distribution Amount shall
be distributed to the Class R-I Certificates and Class R-IV
Certificates, concurrently, on a pro rata basis, in each case
until the Certificate Principal Balance thereof has been reduced
to zero; and
(B) the balance of the Group I Senior Principal
Distribution Amount shall be distributed concurrently, on a pro
rata basis, to the Class A-I-1 Certificates and Class A-I-2
Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
(iii) the following amounts shall be distributed to the Group II
Senior Certificates (other than the Class AP-II Certificates) as
follows:
(A) the Group II Senior Principal Distribution Amount
shall be distributed to the Class R-II Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
and
(B) the balance of the Group II Senior Principal
Distribution Amount shall
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be distributed to the Class A-II Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
(iv) the Group III Senior Principal Distribution Amount shall be
distributed sequentially, to the Class R-III Certificates and Class
A-III Certificates, in each case until the Certificate Principal Balance
thereof has been reduced to zero.
(v) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described in Section
4.02(b) of this Agreement in respect of principal among the Senior
Certificates (other than the Class A-I-3, Class AP-I and Class AP-II
Certificates) will be disregarded, and (i) the remaining Group I Senior
Principal Distribution Amount will be distributed to the Group I
Certificates (other than the Class A-I- 3 Certificates and Class AP-I
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances, (ii) the remaining Group II Senior
Principal Distribution Amount will be distributed to the Group II
Certificates (other than the Class AP- II Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iii) the remaining Group III Senior Principal Distribution
Amount will be distributed to the Group III Certificates pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iv) the related Senior Interest Distribution Amount will be
distributed as described in Section 4.02(a)(i)(X), (Y) and (Z) and (v)
an amount equal to the related Discount Fraction of the principal
portion of scheduled payments and unscheduled collections received or
advanced in respect of related Discount Mortgage Loans will be
distributed to the Class AP-I Certificates and Class AP-II Certificates,
as applicable.
(c) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses specifically related to such Mortgage Loan (including, but not limited
to, recoveries (net of any related liquidation expenses) in respect of the
representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement), the Master Servicer shall distribute such
amounts to the Class or Classes to which such Realized Loss was allocated (with
the amounts to be distributed allocated among such Classes in the same
proportions as such Realized Loss was allocated), and within each such Class to
the Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated) with respect to the Certificates of any Class, on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date; provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the
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related Realized Loss that was allocated to such Class of Certificates.
(d) 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.
(e) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders.
(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;
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(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, Group II and Group III Loans pursuant to Section
4.04;
(v) the number of Group I, Group II and Group III Loans and the
Stated Principal Balance after giving effect to the distribution of
principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
the Certificates, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Group I,
Group II and Group III 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, Group II and Group III Loans that are in
foreclosure;
(viii) the number, aggregate principal balance and book value of any
REO Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution
Date and the aggregate amount of Realized Losses on the Group I, Group
II and Group III Loans incurred since the Cut-off Date;
(xi) the Special Hazard Amount, Bankruptcy Amount and Fraud Loss
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the Pass-Through Rate on each Class of Certificates and the
Weighted Average Net Mortgage Rate;
(xiii) the number and aggregate principal balance of Group I,
Group II and Group III 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;
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(xv) the weighted average remaining term to maturity of the Group
I, Group II and Group III Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xvi) the weighted average Mortgage Rates of the Group I, Group
II and Group III Loans after giving effect to the amounts distributed on
such Distribution Date.
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.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04 Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, any
Paying Agent and the Depositor (the information in such statement to be made
available to Certificateholders by the Master Servicer on request) (provided
that the Master Servicer will use its best efforts to deliver such written
statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Group I, Group II and
Group III Available Distribution Amounts, (ii) the amounts required to be
withdrawn from the Custodial Account and deposited into the Certificate Account
on the immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the amount of Prepayment Interest
Shortfalls, and (iv) 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.
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The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without
any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of
any related Servicing Modifications, Debt Service Reductions or reductions in
the amount of interest collectable from the Mortgagor pursuant to the Relief Act
or similar legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date in the related Due Period, which
Monthly Payments were due during the related Due Period and not received as of
the close of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (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
clauses (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
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Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 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 Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Mortgage Loans (other than Excess
Losses) shall be allocated as follows: (a) with respect to the Group I Loans,
first, to the Class B-I-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-I-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-I-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-I-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-I-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; sixth, to the Class M-I-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such Realized Losses are on a Group I Discount Mortgage Loan, to the
Class AP-I Certificates in an amount equal to the related Group I Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses on the Group I Discount Mortgage Loans and the entire amount of such
Realized Losses on Group I Non-Discount Mortgage Loans, among the Group I Senior
Certificates (other than the Class AP-I Certificates) on a pro rata basis, as
described below, (b) with respect to the Group II Loans, 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, if any such Realized
Losses are on a Group II Discount Mortgage Loan, to the Class AP-II Certificates
in an amount equal to the related Group II Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses on the Group II
Discount Mortgage Loans and the entire amount of such Realized Losses on Group
II Non-Discount Mortgage Loans, among the Group II Senior Certificates (other
than the Class AP-II Certificates) on a pro rata basis, as described below and
(c) with respect to the Group III Loans, first, to the Class B-III-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-III-2 Certificates until the
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Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-III-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-III-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-III-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; sixth, to the Class M-III-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
among all the Group III Senior Certificates on a pro rata basis, as described
below.
(b) Any Extraordinary Losses with respect to the Group I, Group II and
Group III Loans will be allocated among the Group I Certificates, Group II
Certificates and Group III Certificates on a pro rata basis; provided that the
related Discount Fraction of the principal portion of a Realized Loss on a
Discount Mortgage Loans will be allocated to the Class AP-I Certificates or
Class AP-II Certificates, as applicable. Excess Special Hazard Losses, Excess
Bankruptcy Losses and Excess Fraud Losses will be allocated as follows: (a) with
respect to the Group I Loans, first, to the Class B-II-3 Certificates and Class
B-III-3 Certificates, on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero; second, to the Class B-II-2
Certificates and Class B-III- 2 Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero; third, to the
Class B-II-1 Certificates and Class B-III-1 Certificates, on a pro rata basis,
until the Certificate Principal Balances thereof have been reduced to zero;
fourth, to the Class M-II-3 Certificates and Class M-III-3 Certificates, on a
pro rata basis, until the Certificate Principal Balances thereof have been
reduced to zero; fifth, to the Class M-II-2 Certificates and Class M-III-2
Certificates, on a pro rata basis, until the Certificate Principal Balances
thereof have been reduced to zero; and sixth, to the Class M-II-1 Certificates
and Class M-III-1 Certificates, on a pro rata basis, until the Certificate
Principal Balances thereof have been reduced to zero; (b) with respect to the
Group II Loans, first, to the Class B-I-3 Certificates and Class B-III-3
Certificates, on a pro rata basis, until the Certificate Principal Balances
thereof have been reduced to zero; second, to the Class B-I-2 Certificates and
Class B-III-2 Certificates, on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero; third, to the Class B-I-1
Certificates and Class B-III-1 Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero; fourth, to the
Class M-I-3 Certificates and Class M-III-3 Certificates, on a pro rata basis,
until the Certificate Principal Balances thereof have been reduced to zero;
fifth, to the Class M-I-2 Certificates and Class M-III-2 Certificates, on a pro
rata basis, until the Certificate Principal Balances thereof have been reduced
to zero; and sixth, to the Class M-I-1 Certificates and Class M- III-1
Certificates, on a pro rata basis, until the Certificate Principal Balances
thereof have been reduced to zero and (c) with respect to the Group III Loans,
first, to the Class B-I-3 Certificates and Class B-II-3 Certificates, on a pro
rata basis, until the Certificate Principal Balances thereof have been reduced
to zero; second, to the Class B-I-2 Certificates and Class B-II-2 Certificates,
on a pro rata basis, until the Certificate Principal Balances thereof have been
reduced to zero; third, to the Class B-I-1 Certificates and Class B-II-1
Certificates, on a pro rata basis, until the Certificate Principal Balances
thereof have been reduced to zero; fourth, to the Class M-I-3 Certificates and
Class M-II-3 Certificates, on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero; fifth, to the Class M-I-2
Certificates and Class M-II-2 Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero; and sixth, to
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the Class M-II-1 Certificates and Class M-II-1 Certificates, on a pro rata
basis, until the Certificate Principal Balances thereof have been reduced to
zero; provided however that such losses will be so allocated pursuant to this
provision solely to the extent of the remaining Special Hazard Loss Amount,
Bankruptcy Amount or Fraud Loss Amount, as applicable, related to the
certificate group to which these losses are allocated and to the extent of the
Certificate Principal Balance of the Class B Certificates or Class M
Certificates related to that Loan Group, and thereafter shall be allocated pro
rata among all the Certificates in the Certificate Group in which these losses
occurred; and provided further, that the related Discount Fraction of the
principal portion of any Excess Loss on a Discount Mortgage Loan will be
allocated to the Class AP-I Certificates or Class AP-II Certificates, as
applicable.
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 on a pro
rata basis, 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 Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss.
Furthermore, any allocation of an Excess Bankruptcy Loss, Excess Fraud
Loss or Excess Special Hazard Loss as specified in the second preceding
paragraph shall be accomplished according to the following provisions:
(i) any allocation of an Excess Bankruptcy Loss, Excess Fraud
Loss or Excess Special Hazard Loss on a "pro rata" basis to two
Subordinate Certificates, each of a non- related Loan Group, shall be
allocated among such Subordinated Certificates according to their
Certificate Principal Balances prior to any distributions on such
Distribution Date, but after application of any Realized Losses from the
related Loan Group of each such Subordinate Certificate;
(ii) any allocation of Excess Bankruptcy Losses, Excess Fraud
Losses or Excess Special Hazard Losses from two non-related Loan Groups
to a Subordinate Certificate shall be allocated to such Subordinate
Certificate from each non-related Loan Group on a pro rata basis, based
on the amount of such Excess Bankruptcy Loss, Excess Fraud Loss or
Excess Special Hazard Loss from each such non-related Loan Group; and
(iii) if on any Distribution Date the aggregate amount of Excess
Bankruptcy Losses, Excess Fraud Losses or Excess Special Hazard Losses
to be allocated from two non- related Loan Groups to a Class M-1
Certificate is greater than the outstanding Certificate Principal
Balance of such Class prior to such allocation, then the Excess
Bankruptcy Losses, Excess Fraud Losses or Excess Special Hazard Losses
shall be allocated from such non- related Loan Groups, on a pro rata
basis based on the respective amounts of Excess Bankruptcy Losses,
Excess Fraud Losses or Excess Special Hazard Losses, in an aggregate
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amount necessary to reduce the Certificate Principal Balance of such
Class M-1 Certificate to zero, and any remaining amount of Excess
Bankruptcy Losses, Excess Fraud Losses or Excess Special Hazard Losses
shall be allocated to the Senior Certificates (other than the related
Discount Fraction of the principal portion of any Excess Loss on a
Discount Mortgage Loan which will be allocated to the Class AP-I
Certificates or Class AP-II Certificates) of the related Loan Group.
(c) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A, Class R, Class M or Class B
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date. Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued Certificate Interest"
and by operation of the priority of payment provisions of Section 4.02(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.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC I Regular Interests, REMIC II Regular
Interests and REMIC III Regular Interests: (a) with respect to the Group I
Loans, concurrently to REMIC I Regular Interest LT-IA1 and REMIC I Regular
Interest LT-IA2 until the Certificate Principal Balances thereof have been
reduced to zero; (b) with respect to the Group II Loans, to REMIC II Regular
Interest LT-II until the Certificate Principal Balance thereof has been reduced
to zero; and (c) with respect to the Group III Loans, to REMIC III Regular
Interest LT-III until the Certificate Principal Balance has been reduced to
zero.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan that becomes 90 days or more delinquent during any given Calendar Quarter
shall only be eligible for purchase pursuant to this Section during the period
beginning on the first Business Day of the following Calendar Quarter, and
ending at the
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close of business on the second-to-last Business Day of such following Calendar
Quarter. Such option if not exercised shall not thereafter be reinstated as to
any Mortgage Loan, unless the delinquency is cured and the Mortgage Loan
thereafter again becomes delinquent in payment by 90 days or more in a
subsequent Calendar Quarter. If at any time the Master Servicer makes a payment
to the Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the Trustee a certification
signed by a Servicing Officer stating that the amount of such payment has been
deposited in the Certificate Account, then the Trustee shall execute the
assignment of such Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 4.08 Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC II Regular Interests and the Uncertificated REMIC III
Regular Interests, Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests, the Uncertificated REMIC II Regular Interests and the
Uncertificated REMIC III Regular Interests for such Distribution Date, plus any
Uncertificated REMIC I, REMIC II or REMIC III Accrued Interest thereon remaining
unpaid from any previous Distribution Date in the same manner as it is
distributed to the Corresponding Certificate.
(b) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC II Regular Interests and the Uncertificated REMIC III
Regular Interests, as principal on the Uncertificated REMIC I Regular Interests,
the Uncertificated REMIC II Regular Interests and the Uncertificated REMIC III
Regular Interests, an amount equal to the sum of the amounts distributed as
principal on the Certificates (other than the Class R Certificates) under
Sections 4.02(a)(ii), (iv), (vi), (viii), (x), (xii), (xiv) and (xv), in the
same manner as such amounts are distributed to the Corresponding Certificates.
(c) In determining from time to time the amounts to be distributed to
the Uncertificated REMIC I Regular Interests, the Uncertificated REMIC II
Regular Interests and the Uncertificated REMIC III Regular Interests, Realized
Losses allocated under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interests, the Uncertificated REMIC II Regular Interests and the
Uncertificated REMIC III Regular Interests for the related Distribution Date in
the same manner as allocated to the Corresponding Certificates.
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests, the Uncertificated REMIC II Regular Interests and the
Uncertificated REMIC III Regular Interests described in this Section 4.08,
distributions of funds from the Certificate Account shall be
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made only in accordance with Section 4.02.
Section 4.09 Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
(d) The Depositor hereby directs the Trustee to acknowledge and accept
the Assignment and Notice of Transfer attached as Attachment 2 to the Surety
Bond.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A Certificates (other than the Class AP-I, Class AP-II,
Class AV-I and Class AV-II Certificates), Class AP-I Certificates and Class
AP-II Certificates, Class AV-I Certificates and Class AV-II Certificates, Class
M Certificates, Class B Certificates and Class R Certificates shall be
substantially in the forms set forth in Exhibits X-0, X-0, X-0, X, X and D,
respectively, and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or upon
the order of the Depositor upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Class A (other than the Class
A-I-3 Certificates), Class M-I-1, Class M-II-1 and Class M-III-1 Certificates
shall be issuable in minimum dollar denominations of $25,000 and integral
multiples of $1 in excess thereof. The Class M-I-2, Class M-II-2, Class M-III-2,
Class M-I-3, Class M-II-3, Class M-III-3, Class B-I-1, Class B-I-2, Class B-I-3
, Class B-II-1, Class B-II-2, Class B-II-3, Class B-III-1, Class B-III-2 and
Class B-III-3 Certificates shall be issuable in minimum dollar denominations of
$250,000 and integral multiples of $1 in excess thereof, except in the case of
the Class B-I-1, Class B-I-2, Class B-II-1, Class B-II-2 and Class B-III-2
Certificates which will be issued in minimum original denominations equal to
their respective initial Certificate Principal Balances. The Class A-I-3
Certificates and 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 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
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therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A or Class M Certificate, through the book-entry facilities
of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
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.
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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 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(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 8.12 and, in the case of any 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 B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class B 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
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preceding sentence, transfers of Class B 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 B Certificate desiring to effect any transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Master Servicer and the Certificate Registrar
against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and
state laws and this Agreement.
(e) (i) In the case of any Class B 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 or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Depositor and the Master Servicer with a certification to the effect set forth
in Exhibit O (with respect to a Class B Certificate), or in paragraph fourteen
of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition (each, 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").
(f) 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
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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), and 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.
(g) (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
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(h) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (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
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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.
(iii) 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
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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.
(iv) 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.
(v) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E- 2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(vi) 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
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Agency to downgrade its then-current ratings, if any, of the
Class A, Class M or Class B Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency; and
(B) A certificate of the Master Servicer stating that the
Master Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I, REMIC II, REMIC III or REMIC IV to
cease to qualify as a REMIC and will not cause (x) any of REMIC
I, REMIC II, REMIC III or REMIC IV to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee.
(i) 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.
(j) 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 in Section
4.08, and neither the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(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 Mae or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A, Class R, Class M or Class B Certificates 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
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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 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
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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 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):
(a) 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
(i) 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
(ii) 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
(iii) 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
(iv) the Master Servicer shall admit in writing its inability to
pay its debts
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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
(v) 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; provided, however, the successor to the Master
Servicer appointed pursuant to Section 7.02 shall have accepted the duties of
Master Servicer effective upon the resignation of the Master Servicer. If an
Event of Default described in clause (v) 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
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deliver to the Trustee a copy of the Program Guide.
Section 7.02 Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder,
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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, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be
required under this subsection (b). The successor Master Servicer shall cause
such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.
Section 7.03 Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the REMIC
Provisions and (subject to Section 10.01(f)) to prevent the imposition of any
federal, state or local income, prohibited transaction, 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
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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;
(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.
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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;
(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;
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(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 3.22(d)), the Trustee shall not accept any contribution of assets
to the Trust Fund unless it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not (i) cause any
of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any Certificates are outstanding or (ii) cause the Trust Fund to be
subject to any federal tax as a result of such contribution (including the
imposition of any federal tax on "prohibited transactions" imposed under Section
860F(a) of the Code).
Section 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.
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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.
(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
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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 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
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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, 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.
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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 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
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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.
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 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 OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in the
Trust Fund, the purchase by the Master Servicer of all Group II Loans
and all property acquired in respect of any Group II Loan remaining in
the Trust Fund and the purchase by the Master Servicer of all Group III
Loans and all property acquired in respect of any Group III Loan
remaining in the Trust Fund, in each case, at a price equal to 100% of
the unpaid principal balance of each Mortgage Loan (or, if less than
such unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage Loans
as to which title has been acquired if such fair market value is less
than such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), to, but not including, the
first day of the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof;
provided further, that, if the amount due under any Certificate shall
not have been reduced to zero prior to the Maturity Date, the Master
Servicer shall be required to terminate this Agreement in accordance
with this clause (ii); and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC.
The right of the Master Servicer to purchase all the assets of the Trust
Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned
upon the date of such purchase occurring
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on or after the Group I Optional Termination Date. The right of the Master
Servicer to purchase all the assets of the Trust Fund relating to the Group II
Loans, pursuant to clause (ii) above is conditioned upon the date of such
purchase occurring on or after the Group II Optional Termination Date. The right
of the Master Servicer to purchase all the assets of the Trust Fund relating to
the Group III Loans, pursuant to clause (ii) above is conditioned upon the date
of such purchase occurring on or after the Group III 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. 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 Group I Certificates in whole, but not in part, at a
price equal to the sum of the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest thereon,
or, with respect to the Class A-I-3 Certificates and Class AV-I Certificates, on
their respective Notional Amount, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto. On any Distribution Date on or after the Group II Optional Termination
Date, the Master Servicer shall have the right, at its option, to purchase the
Group II Certificates in whole, but not in part, at a price equal to the sum of
the outstanding Certificate Principal Balance of such Certificates plus the sum
of one month's Accrued Certificate Interest thereon, or, with respect to the
Class AV-II Certificates, on their Notional Amount, any previously unpaid
Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall
previously allocated thereto. On any Distribution Date on or after the Group III
Optional Termination Date, the Master Servicer shall have the right, at its
option, to purchase the Group III Certificates in whole, but not in part, at a
price equal to the sum of the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest thereon,
any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. If the Master Servicer
exercises this right to purchase the outstanding Group I Certificates, Group II
Certificates or Group III 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)
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by letter to Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
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 of the Certificates, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
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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) Any of REMIC I, REMIC II, REMIC III and REMIC IV, as the case may
be, shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of any of REMIC I, REMIC II, REMIC III
and REMIC IV, as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II, REMIC III and REMIC IV, and
specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for each of REMIC I, REMIC II, REMIC III and
REMIC IV, under Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the
assets of the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I, REMIC II, REMIC III and REMIC
IV at the expense of the Trust Fund in accordance with the terms and conditions
of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
the REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The REMIC III Regular Interests shall be
designated as the "regular interests" and the Class R-III Certificates shall be
designated as the sole class of "residual interests" in REMIC III. The Class
A-I-1, Class A-I-2, Class A-I-3, Class AP-I, Class AV-I, Class M-I-1, Class
M-I-2, Class M-I-3, Class A-II, Class AP-II, Class AV-II, Class M-II-1, Class
M-II-2, Class M-II-3, Class A-III, Class M-III-1, Class M-III-2, Class M-III-3,
Class B-I-1, Class B-I-2, Class B-I-3, Class B-II-1, Class B-II-2, Class B-II-3,
Class B-III-1, Class B-III-2, Class B-III-3 Certificates shall be designated as
the "regular interests" in REMIC IV and the Class R-IV Certificates shall be
designated the sole class of "residual interests" in REMIC IV. The REMIC
Administrator and the Trustee shall not permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the REMIC other than the
Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II, REMIC III and REMIC IV within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II, REMIC III and REMIC IV in relation to
any tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the REMIC Administrator shall be
entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC
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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 timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II, REMIC
III or REMIC IV as a REMIC or (ii) result in the imposition of a tax upon any of
REMIC I, REMIC II, REMIC III or REMIC IV (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code (except
as provided in Section 3.22(d)) and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, in the absence of an
Opinion of Counsel or the indemnification referred to in this sentence, an
"Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the
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Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer or the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC 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.
139
(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, REMIC III or REMIC IV to fail to qualify as
a REMIC at any time that any Certificates are outstanding or subject any such
REMIC to any tax under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II,
REMIC III or REMIC IV will receive a fee or other compensation for services nor
permit any of REMIC I, REMIC II, REMIC III or REMIC IV to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-I-3, Class AV-I and Class AV-II Certificates) representing a regular
interest in the applicable REMIC and the Uncertificated Principal Balance of
each Uncertificated Regular Interest is the Maturity Date for each such
Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I, REMIC II, REMIC III or
REMIC IV as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.
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Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs at
all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to the
Code that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material respect the
interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then- current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Trustee and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment is permitted hereunder and will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I, REMIC II, REMIC III or REMIC IV
to fail to qualify as REMICs at any time that any Certificate is outstanding.
The Trustee may but shall not be obligated to enter into any amendment pursuant
to this Section that affects its rights, duties and immunities and this
agreement or otherwise; provided however, such consent shall not be unreasonably
withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
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(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in REMIC I,
REMIC II, REMIC III or REMIC IV. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund
so established shall be an outside reserve fund and not an asset of the REMIC,
(ii) any such reserve fund shall be owned by the Depositor, and (iii) amounts
transferred by the REMIC to any such reserve fund shall be treated as amounts
distributed by the REMIC to the Depositor or any successor, all within the
meaning of Treasury regulations Section 1.860G-2(h). In connection with the
provision of any such instrument or fund, this Agreement and any provision
hereof may be modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Depositor and such related insurer but without the
consent of any Certificateholder and without the consent of the Master Servicer
or the Trustee being required unless any such amendment would impose any
additional obligation on, or otherwise adversely affect the interests of the
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Depositor obtains an Opinion of Counsel (which need not be an opinion
of Independent counsel) to the effect that any such amendment will not cause (a)
any federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section 860G(d)(1)
of the Code and (b) any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to
qualify as a REMIC at any time that any Certificate is outstanding. In the event
that the Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Depositor may
elect that the text of such amendment to this Agreement shall be substantially
in the form attached hereto as Exhibit K (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and that the
limited guaranty shall be executed in the form attached hereto as Exhibit L,
with such changes as the Depositor shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such forms
and that the Trustee's consent or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by
144
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.
(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.
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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, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Residential Asset Mortgage Products Inc.
Series 2002-RM1 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
Fitch, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000, Attention: Residential
Mortgage Backed Group, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
ABS Monitoring Department, or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 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 (i), (ii), (iii), (iv), (vii), (viii), (ix) or
(x) 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 (x) and (vi) below:
(i) a material change or amendment to this Agreement,
(ii) the occurrence of an Event of Default,
(iii)the termination or appointment of a successor Master
Servicer or Trustee or
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a change in the majority ownership of the Trustee,
(iv) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(v) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(vi) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(vii) a change in the location of the Custodial Account or the
Certificate Account,
(viii) 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,
(ix) the occurrence of the Final Distribution Date, and
(x) 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 (iv), (vii) or (viii) 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
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Master Servicer and the Trustee; provided, that neither the Master Servicer nor
the Trustee shall withhold their consent thereto if their respective interests
would not be materially adversely affected thereby. To the extent that the terms
of the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC or result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transaction as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxx
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Name: Xxxxx Xxxxxxxxxx
Title: Title: Director
[Seal] DEUTSCHE BANK TRUST COMPANY
AMERICAS
as Trustee
Attest: By:
---------------------------------------
Name: Name:
Title: Title:
[Seal]
Attest: By:
--------------------------------------- ----------------------------
Name: Name:
Title: Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared Xxxxxxx Xxxx, known to me to be a Vice President
of Residential Asset Mortgage Products, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared __________________, known to me to be a/an
_________________ of Deutsche Bank Trust Company Americas, the entity that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking entity and acknowledged to me that such
banking entity 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
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 27th day of December, 2002, before me, a notary public in and for
said State, personally appeared __________________, known to me to be a/an
_________________ of Deutsche Bank Trust Company Americas, the entity that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking entity and acknowledged to me that such
banking entity 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
EXHIBIT A-1
FORM OF CLASS [A-I][A-II][A-III] 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 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DEPOSITOR 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.
A-1-1
Certificate No. 1 [____]% Pass-Through Rate
Class [A-I-_][A-II][A-III] Senior
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date: Aggregate Initial [Notional Amount]
January 27, 2003 [Certificate Principal
Balance] of the Class
[A-I-_][A-II-_][A-III-_]
Certificates:
$[___________________]
Master Servicer: Initial [Notional Amount]
Residential Funding Corporation [Certificate Principal Balance] of
this Certificate:
$[___________________]
Final Scheduled Distribution Date: CUSIP [_______________]
[________________]
Maturity Date:
[________________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2002-RM1
evidencing a percentage interest in the distributions allocable to the
Class [A-I- _][A-II][A-III] Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family
fixed and fixed rate, first lien mortgage loans formed and 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 Residential Asset Mortgage Products, Inc., the Master
Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any
obligation with respect to any
A-1-2
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial [Notional Amount] [Certificate Principal Balance] of this Certificate by
the aggregate Initial [Notional Amount] [Certificate Principal Balance] of all
Class [A-I-_][A-II][A-III] 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 rate, first
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 the Pooling and Servicing Agreement dated as of December 1,
2002 (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
[A-I-_][A-II][A-III] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. [The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable
hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes
A-1-3
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 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
A-1-4
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 related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer to (i) purchase at a price determined as provided
in the Agreement all remaining related Mortgage Loans and all property acquired
in respect of any related Mortgage Loan or (ii) purchase in whole, but not in
part, all of the related Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregate Stated Principal Balance
of the related Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
aggregate 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-1-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 27, 2002 DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-I-_][A-II][A-III] Certificates referred to
in the within- mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Certificate Registrar
By:__________________________
Authorized Signatory
A-1-6
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.
X-0-0
XXXXXXX X-0
FORM OF CLASS AP-[_] 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 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DEPOSITOR 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.
A-2-1
Certificate No. 1 0.00% Pass-Through Rate
Class AP-[_] Senior
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date: Aggregate Initial Certificate
January 27, 2003 Principal Balance of the Class AP-[_]
Certificates:
$[_________________]
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
$[______________]
Final Scheduled Distribution Date: CUSIP [___________]
[__________________]
Maturity Date:
[__________________]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-RM1
evidencing a percentage interest in the distributions allocable to the
Class AP-[_] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed and
adjustable rate, first lien mortgage loans formed and 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 Residential Asset Mortgage Products, Inc., 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.
A-2-2
This certifies that Cede & Co. 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 AP-[_] 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 rate, first 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 the
Pooling and Servicing Agreement dated as of December 1, 2002 (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 principal,
if any, required to be distributed to Holders of Class AP-[_] 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
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").
A-2-3
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the
A-2-4
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 related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer to (i) purchase at a price determined as provided
in the Agreement all remaining related Mortgage Loans and all property acquired
in respect of any related Mortgage Loan or (ii) purchase in whole, but not in
part, all of the related Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregate Stated Principal Balance
of the related Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
aggregate 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-2-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 27, 2002 DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class AP-[_] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Certificate Registrar
By:____________________________
Authorized Signatory
A-2-6
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.
X-0-0
XXXXXXX X-0
FORM OF CLASS AV- [__] 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 DEPOSITOR 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.
A-3-1
Certificate No. 1 Variable Pass-Through Rate
Class AV-[__] Senior
Percentage Interest: 100%
Date of Pooling and Servicing
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date: Aggregate Initial Notional Amount of the
January 27, 2003 Class AV-[__] Certificates: $[____________]
Master Servicer: Initial Notional Amount of this Certificate:
Residential Funding Corporation $[____________]
Final Scheduled Distribution Date: CUSIP [___________]
[______________]
Maturity Date:
[______________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2002-RM1
evidencing a percentage interest in the distributions allocable to the
Class AV- [__] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed and
adjustable rate, first lien mortgage loans formed and 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 Residential Asset Mortgage Products, Inc., the Master
Servicer, GMAC Mortgage Group, Inc. or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Notional Amount of this Certificate by the aggregate Initial Notional
Amount of all Class AV-[__] Certificates) in certain distributions with respect
to the Trust Fund consisting primarily of an interest in a pool of conventional
one- to
A-3-2
four-family fixed and adjustable rate, first 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 the
Pooling and Servicing Agreement dated as of December 1, 2002 (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, if
any, required to be distributed to Holders of Class AV-[__] Certificates on such
Distribution Date. The Notional Amount of the Class AV-[__] 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 AV-[__] Certificates. The Class AV-[__] Certificates
have no Certificate Principal Balance.
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 Certificate is set forth above.
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
A-3-3
the event Master Servicer funds are advanced with respect to any Mortgage Loan,
such advance is reimbursable to the Master Servicer, to the extent provided in
the Agreement, from related recoveries on such Mortgage Loan or from other cash
that would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
A-3-4
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 related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer to (i) purchase at a price determined as provided
in the Agreement all remaining related Mortgage Loans and all property acquired
in respect of any related Mortgage Loan or (ii) purchase in whole, but not in
part, all of the related Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregate Stated Principal Balance
of the related Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
aggregate 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-3-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 27, 2002 DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:______________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class AV-[__] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Certificate Registrar
By:______________________________
Authorized Signatory
A-3-6
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-3-7
EXHIBIT B
FORM OF CLASS M-[_-_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE RELATED
SENIOR CERTIFICATES [AND CLASS M-[__-__] CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DEPOSITOR 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 REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT 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), AND PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) (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
B-1
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").
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(F) 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.
B-2
Certificate No. 1 [___]% Pass-Through Rate
Class M-[_-_] Mezzanine Percentage Interest: 100%
Date of Pooling and Servicing Aggregate Certificate Principal
Agreement and Cut-off Date: Balance of the Class M-[_-_]
December 1, 2002 Certificates:
$[_______________]
First Distribution Date: Initial Certificate Principal
January 27, 2003 Balance of this Certificate:
$[________________]
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:
[______________]
Maturity Date:
[______________] CUSIP [___________]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
Series 2002-RM1
evidencing a percentage interest in the distributions allocable to the
Class M-[_-_] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed and
adjustable rate, first lien mortgage loans formed and 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 Residential Asset Mortgage Products, Inc., 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.
B-3
This certifies that Cede & Co. 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-[_-_] 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 rate, first 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 the Pooling and Servicing Agreement dated as of December 1,
2002 (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 M-[_-_]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, 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
B-4
"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(f) of the
Agreement shall indemnify and hold harmless the Depositor, the Trustee, the
Master Servicer, any Subservicer, and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage 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 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.
B-5
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee 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 related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer to (i) purchase at a price determined as provided
in the Agreement all remaining related Mortgage Loans and all property acquired
in respect of any related Mortgage Loan or (ii) purchase in whole, but not in
part, all of the related Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregate Stated Principal Balance
of the related Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
aggregate 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-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 27, 2002 DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:_________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M [_-_] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Certificate Registrar
By:___________________________
Authorized Signatory
B-7
EXHIBIT C
FORM OF CLASS B-[_-_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE RELATED
SENIOR CERTIFICATES [AND] [,] RELATED CLASS M CERTIFICATES [AND RELATED CLASS
B-[__-__] CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
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 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.
C-1
Certificate No. 1 [__]% Pass-Through Rate
Class B-[_-_] Subordinate
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date: Aggregate Initial Certificate
January 27, 2003 Principal Balance of the Class B-[_-_]
Certificates:
$_________________
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
$_________________
Final Scheduled Distribution Date:
---------------------
Maturity Date: CUSIP: _________________
---------------------
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2002-RM1
evidencing a percentage interest in the distributions allocable to the
Class B-[_-_] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed and
adjustable rate, first lien mortgage loans formed and 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.
C-2
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 B-[_-_] 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 rate, first 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
the Pooling and Servicing Agreement dated as of December 1, 2002 (together, the
"Pooling and Servicing Agreement" or the "Agreement") among the Depositor,
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 on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
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 is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in
C-3
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(d) 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 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 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
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Depositor, the Master Servicer and the Trustee with the consent of the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining
C-5
related Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the related Certificates. The
Agreement permits, but does not require, the Master Servicer to (i) purchase at
a price determined as provided in the Agreement all remaining related Mortgage
Loans and all property acquired in respect of any related Mortgage Loan or (ii)
purchase in whole, but not in part, all of the related Certificates from the
Holders thereof; provided, that any such option may only be exercised if the
aggregate Stated Principal Balance of the related Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase are distributed
is less than ten percent of the aggregate 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.
C-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: December 27, 2002 DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:____________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[_-_] 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-I][R-II][R-III][R-IV] CERTIFICATE
THE CLASS [R-I][R-II][R-III][R-IV] CERTIFICATE WILL NOT BE ENTITLED TO
PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE
"AGREEMENT").
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS. EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO
D-1
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-I][R-II][R-III][R-IV]
Date of Pooling and Servicing Percentage Interest: [___]%
Agreement and Cut-off Date:
December 1, 2002
First Distribution Date: Aggregate Initial Certificate Principal
January 27, 2003 Balance of the Class R-IV Certificate:
$______________
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate: $____
Final Scheduled Distribution Date:
_______________
Maturity Date:
________________ CUSIP _______________
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-RM1
evidencing a percentage interest in any distributions
allocable to the Class [R-I][R-II][R-III][R-IV] Certificates
with respect to the Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed and adjustable
interest rate, first lien mortgage loans sold by RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of Residential Asset Mortgage Products, Inc.,
the Master Servicer or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that [_______________________] is the registered owner
of the Percentage Interest evidenced by this Certificate in certain
distributions with respect to the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed and adjustable interest rate, first lien
mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products, Inc.
D-3
(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 R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless
D-4
the Depositor, the Trustee and the Master Servicer are provided with an Opinion
of Counsel which establishes to the satisfaction of the Depositor, the Trustee
and the Master Servicer that the purchase of this Certificate is permissible
under applicable law, will not constitute or result in any prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Master Servicer, the Trustee or the Trust Fund to any obligation
or liability (including obligations, or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Master Servicer, the
Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a Plan, any
Person acting directly or indirectly, on behalf of any such Plan or any Person
acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of paragraph fourteen of Exhibit H-1 to the Agreement,
which the Trustee may rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer 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 and the Insurer. 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
D-5
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 related Mortgage Loan subject
thereto or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any related Mortgage Loan and (ii) the purchase by the
Master Servicer from the Trust Fund of all remaining related Mortgage Loans and
all property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer to (i) purchase at a price determined as provided
in the Agreement all remaining related Mortgage Loans and all property acquired
in respect of any related Mortgage Loan or (ii) purchase in whole, but not in
part, all of the related Certificates from the Holders thereof; provided, that
any such option may only be exercised if the aggregate Stated Principal Balance
of the related Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are distributed is less than ten percent of the
aggregate Cut-off Date Principal Balance of the related Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Xxxxxxxxx,
X-0
by manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.
D-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:_____________________________
Authorized Signatory
Dated: December 27, 2002
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
D-8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _________________________________ (Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage 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.
D-9
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of December 1, 2002, 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 company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
custodian (together with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee have entered
into a Pooling and Servicing Agreement, dated as of December 1, 2002, relating
to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2002-RM1 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as
E-1
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 of the related Mortgages to the Trustee that have not
been recorded, each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
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"). The parties hereto
acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the
Pooling Agreement may be missing on or prior to the Closing Date and such
missing documents shall be listed as a Schedule to Exhibit One.
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review in accordance
with the provisions of Section 2.02 of the Pooling Agreement each Mortgage File
and to deliver to the Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01 (b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. For purposes of such review, the Custodian shall
compare the following information in each Mortgage File to the corresponding
information in the Mortgage Loan Schedule: (i) the loan number, (ii) the
borrower name and (iii) the original principal balance. The Custodian shall be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable, or appropriate for the represented purpose or that they
have actually been recorded or that they are other than what they purport to be
on their face, or that the MIN is accurate. If in performing the review required
by this Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee.
(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.
E-2
Upon receipt of written request from the Trustee, the Company or the
Master Servicer, the Custodian shall as soon as practicable supply the Trustee
with a list of all of the documents relating to the Mortgage Loans required to
be delivered pursuant to Section 2.01 (b) of the Pooling Agreement not then
contained in the Mortgage Files.
Section 2.4 Notification of Breaches of Representations and Warranties.
If the Custodian discovers, in the course of performing its custodial functions,
a breach of a representation or warranty made by the Master Servicer or the
Company as set forth in the Pooling Agreement with respect to a Mortgage Loan
relating to a Mortgage File, the Custodian shall give prompt written notice to
the Company, the Master Servicer and the Trustee.
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 delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto or a mutually acceptable electronic form) and
shall request delivery to it of the Mortgage File. The Custodian agrees, upon
receipt of such Request for Release, promptly to release to the Master Servicer
the related Mortgage File. Upon written notification of a substitution, the
Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan, upon receiving written
notification from the Master Servicer of such substitution.
Upon receipt of a Request for Release from the Master Servicer, signed
by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as the
case may be, has made a deposit into the Certificate Account in payment for the
purchase of the related Mortgage Loan in an amount equal to the Purchase Price
for such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified
Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Mortgage File.
From time to time as is appropriate for the servicing or foreclosures
of any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a Request for Release certifying as to the reason
for such release. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered to an attorney, or to
a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially,
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and the Master Servicer has delivered to the Custodian an updated Request for
Release signed by 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. Immediately upon receipt of any Mortgage
File returned to the Custodian by the Master Servicer, the Custodian shall
deliver a signed acknowledgment to the Master Servicer, confirming receipt of
such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send to the
Master Servicer copies of any documents contained in the Mortgage File.
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 and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in writing if
it shall no longer be a member of MERS, or if it otherwise shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master Servicer shall (i) promptly notify the Custodian in writing when a MERS
Mortgage Loan is no longer registered with and recorded under MERS and (ii)
concurrently with any such deregistration of a MERS Mortgage Loan, prepare,
execute and record an original assignment from MERS to the Trustee and deliver
such assignment to the Custodian.
Section 3.2 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the
E-4
Custodian may incur or with which the Custodian may be threatened by reason of
its acting as custodian under this Agreement, including indemnification of the
Custodian against any and all expenses, including attorney's fees if counsel for
the Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of
E-5
appointment by the successor Custodian. The Trustee shall give prompt notice to
the Company and the Master Servicer of the appointment of any successor
Custodian. No successor Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all
E-6
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.
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.
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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:_________________________________
Attention: Residential Asset Mortgage Name:
Products, Inc., Series 2002-RM1 Title:
By:_________________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name: Xxxxxxx Xxxx
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name: Xxxxx Xxxxxxxxxx
Title: Director
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Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:_________________________________
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
E-9
STATE OF )
)ss.:
COUNTY OF )
On the 27th day of December, 2002, before me, a notary public
in and for said State, personally appeared _____________, known to me to be an
________________ 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-10
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2002, before me, a notary public
in and for said State, personally appeared Xxxxxxx Xxxx, known to me to be a
Vice President of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2002, before me, a notary public
in and for said State, personally appeared, Xxxxx Xxxxxxxxxx, known to me to be
a Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written. .
-----------------------
Notary Public
[Notarial Seal]
E-11
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ___th day of December, 2002, before me, a notary public
in and for said State, personally appeared Xxxx X. Xxxxxx, known to me to be an
Assistant Vice President of Xxxxx Fargo Bank Minnesota, National Association,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------------
Notary Public
E-12
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December ___, 2002
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1
Re: Custodial Agreement, dated as of December 27, 2002, by and
among Deutsche Bank Trust Company Americas, Residential
Asset Mortgage Products, Inc., Residential Funding
Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original lost note affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X. X. Xxxxxx
Title: Assistant Vice President
E-13
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
December ___, 2002
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1
Re: Custodial Agreement, dated as of December 27, 2002, by and
among Deutsche Bank Trust Company Americas, Residential
Asset Mortgage Products, Inc., Residential Funding
Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X.X. Xxxxxx
Title: Assistant Vice President
E-14
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
December ___, 2002
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2002-RM1
Re: Custodial Agreement, dated as of December 27, 2002, by and
among Deutsche Bank Trust Company Americas, Residential
Asset Mortgage Products, Inc., Residential Funding
Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2002-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents referred to in
Section 2.01(b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X. X. Xxxxxx
Title: Assistant Vice President
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EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
E-16
EXHIBIT F-1
GROUP I LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.56.17 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 15 YR CUTOFF : 12/01/02
POOL : 0004649
:
:
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
--------------------------------------------------------------------------
4690171 .5000
20,522.10 .0300
7.9900 .0000
7.4900 .0000
7.4600 .0000
5.5000 1.9600
4690177 .5000
15,150.33 .0300
9.9900 .0000
9.4900 .0000
9.4600 .0000
5.5000 3.9600
4690284 .5000
30,640.24 .0300
9.4000 .0000
8.9000 .0000
8.8700 .0000
5.5000 3.3700
4690290 .5000
29,689.54 .0300
11.4000 .0000
10.9000 .0000
10.8700 .0000
5.5000 5.3700
6092638 .2500
49,625.87 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.5000 .9700
6911459 .2500
373,070.92 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.5000 .7200
1
7086777 .2500
1,243,059.18 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.5000 .8450
7088158 .2500
28,264.02 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
5.5000 2.4700
7088224 .2500
29,425.02 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
5.5000 2.2200
7088536 .2500
9,097.44 .0300
10.5000 .0000
10.2500 .0000
10.2200 .0000
5.5000 4.7200
7088952 .2500
546,364.07 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.5000 .9700
7088962 .2500
42,516.74 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.5000 1.2200
7089076 .2500
44,694.94 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
5.5000 2.7200
7089140 .2500
183,672.40 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.5000 .9700
1
7089246 .2500
44,989.12 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.5000 .8450
7089422 .2500
301,598.28 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
5.5000 1.5950
7089472 .2500
193,819.16 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
5.5000 1.5950
7089476 .2500
179,393.64 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.5000 .8450
7089500 .2500
47,543.68 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
5.5000 2.0950
7089514 .2500
31,719.55 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.5000 .9700
7089548 .2500
23,239.67 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
5.5000 1.5950
7089580 .2500
309,465.51 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
5.5000 2.0950
1
7352421 .2500
169,537.81 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.5000 1.0950
7367039 .2500
60,343.92 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.5000 .7200
7367043 .2500
56,334.31 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.5000 1.3450
7367047 .2500
157,629.75 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.5000 1.3450
7384237 .8500
445,425.81 .0300
8.0000 .0000
7.1500 .0000
7.1200 .0000
5.5000 1.6200
7693186 .2500
527,783.40 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
5.5000 1.4700
7704515 .2500
463,961.78 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.5000 .8450
7919621 .2500
975,015.09 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.5000 .7200
1
8055615 .2500
419,696.25 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8074627 .2500
286,640.40 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.5000 1.3450
8074629 .2500
294,877.15 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.5000 1.2200
8074633 .2500
252,633.57 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.5000 1.3450
8144781 .2500
494,736.35 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8144791 .2500
383,979.60 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8144845 .2500
643,189.83 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8144851 .2500
377,071.03 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
1
8144855 .2500
468,348.17 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8144863 .2500
883,798.74 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8144867 .2500
613,773.21 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.5000 .5950
8144889 .2500
410,148.92 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8144897 .2500
387,637.56 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8144905 .2500
397,123.41 .0300
5.5000 .0000
5.2500 .0000
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5.9700 .0000
5.5000 .4700
8226371 .2500
418,440.70 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226373 .2500
617,890.70 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226375 .2500
337,070.09 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.5000 .9700
8226377 .2500
355,213.02 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8226383 .2500
506,594.37 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.5000 .5950
8226385 .2500
504,564.18 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.5000 .5950
8226387 .2500
329,002.64 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8226389 .2500
390,278.63 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226393 .2500
446,897.54 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226395 .2500
398,639.17 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226399 .2500
590,982.56 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226401 .2500
983,533.23 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8226403 .2500
410,678.20 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.5000 .7200
8226407 .2500
403,562.33 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226411 .2500
587,905.61 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226413 .2500
323,834.06 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8226415 .2500
507,583.57 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8226417 .2500
782,183.81 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8226419 .2500
386,908.50 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.5000 1.0950
8226421 .2500
493,315.97 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
1
8226425 .2500
548,068.16 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226427 .2500
561,104.71 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226429 .2500
402,610.82 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226433 .2500
337,796.61 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226437 .2500
754,704.53 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226439 .2500
489,564.93 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226441 .2500
465,181.50 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226443 .2500
376,101.77 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
1
8226445 .2500
64,556.59 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226447 .2500
158,729.68 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226449 .2500
498,298.95 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226453 .2500
923,588.27 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226455 .2500
670,245.91 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.5000 .5950
8226459 .2500
324,010.73 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226463 .2500
790,588.32 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226491 .2500
360,391.50 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
1
8226493 .2500
372,002.65 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226495 .2500
475,060.83 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226497 .2500
378,679.37 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226501 .2500
473,413.46 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226503 .2500
475,957.74 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226507 .2500
484,882.62 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226509 .2500
57,380.26 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.5000 .8450
8226511 .2500
481,138.46 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
1
8226515 .2500
314,245.76 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8226517 .2500
578,980.60 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226519 .2500
694,429.14 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226521 .2500
713,245.44 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226523 .2500
358,286.06 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226527 .2500
498,262.33 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226531 .2500
424,184.83 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226533 .2500
438,587.54 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
1
8226535 .2500
482,780.11 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8226539 .2500
463,078.51 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8226541 .2500
807,017.09 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.5000 .5950
8226543 .2500
417,073.55 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226545 .2500
383,647.71 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226547 .2500
436,934.19 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226549 .2500
538,103.28 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226551 .2500
384,360.06 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
1
8226553 .2500
378,693.34 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226555 .2500
617,868.08 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8226557 .2500
859,596.91 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.5000 .4700
8226559 .2500
473,331.59 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226561 .2500
477,634.26 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8226563 .2500
329,946.49 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8226565 .2500
482,684.74 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8226569 .2500
448,452.64 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
1
8226573 .2500
522,178.91 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5000 .0950
8253999 .2500
324,488.45 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.5000 .3450
8254013 .2500
175,039.98 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.5000 .2200
8254029 .2500
383,647.71 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8254047 .2500
378,644.91 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
TOTAL NUMBER OF LOANS: 451
TOTAL BALANCE........: 209,389,729.32
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.56.17 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 15 YR FIXED SUMMARY REPORT CUTOFF : 12/01/02
POOL : 0004649
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 6.0148 5.2500 11.4000
RFC NET RATE 5.7634 5.0000 10.9000
NET MTG RATE(INVSTR RATE) 5.7334 4.9700 10.8700
POST STRIP RATE 5.4778 4.9700 5.5000
SUB SERV FEE .2514 .2500 .8500
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2556 .0000 5.3700
TOTAL NUMBER OF LOANS: 451
TOTAL BALANCE........: 209,389,729.32
***************************
* END OF REPORT *
***************************
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.56.17 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 15 YR CUTOFF : 12/01/02
POOL : 0004649
:
:
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 #
______________________________________________________________________________
4690171 W29/M32 F 30,000.00 ZZ
120 20,522.10 1
7.990 363.82 47
7.490 363.82
XXXXX XXXX XX 00000 5 11/18/98 00
307361153 05 12/24/98 0
0000088727 O 11/24/08
0
4690177 W29/M32 F 22,000.00 ZZ
120 15,150.33 1
9.990 290.61 59
9.490 290.61
XXXXXXXXXX XX 00000 5 12/09/98 00
307361972 05 01/13/99 0
0000089185 O 12/13/08
0
4690284 W29/M32 F 38,250.00 ZZ
180 30,640.24 1
9.400 397.12 85
8.900 397.12
XXXXXXXXXX XX 00000 5 11/05/97 00
307362002 05 12/10/97 0
0000531087 O 11/10/12
0
4690290 W29/M32 F 36,000.00 ZZ
180 29,689.54 1
11.400 418.27 100
10.900 418.27
XXXXXXX XX 00000 5 11/26/97 00
307361782 05 01/02/98 0
1
0000531773 O 12/02/12
0
6092638 S66/Y15 F 60,000.00 ZZ
180 49,625.87 1
6.750 530.95 75
6.500 530.95
XXXXXX XX 00000 2 12/14/98 00
10392421 05 02/01/99 0
0050442312 O 01/01/14
0
6911459 005/Y15 F 387,500.00 ZZ
180 373,070.92 1
6.500 3,375.55 71
6.250 3,375.55
XXXXXXXX XX 00000 2 12/07/01 00
10408078 05 02/01/02 0
003011393661 O 01/01/17
0
7086777 X76/X76 F 1,300,000.00 ZZ
180 1,243,059.18 1
6.625 11,413.92 48
6.375 11,413.92
XX XXXXX XXXXX XX 00000 5 10/25/01 00
4440094565 05 12/01/01 0
4440094565 O 11/01/16
0
7088158 B86/T77 F 35,000.00 ZZ
180 28,264.02 2
8.250 339.55 64
8.000 339.55
XXXXXXX XX 00000 5 03/09/98 00
6000446150 05 05/01/98 0
6000446150 O 04/01/13
0
7088224 B86/T77 F 38,000.00 ZZ
180 29,425.02 2
8.000 363.15 61
7.750 363.15
XXXXXXXX XX 00000 1 08/03/98 00
6000473394 05 10/01/98 0
6000473394 O 09/01/13
0
1
7088536 B86/M32 F 45,000.00 ZZ
180 9,097.44 1
10.500 497.43 67
10.250 497.43
XXXXXX XX 00000 2 07/24/89 00
270000107 05 09/01/89 0
0000000000 O 08/01/04
0
7088952 B86/M32 F 700,000.00 ZZ
144 546,364.07 1
6.750 7,105.72 70
6.500 7,105.72
XXXXXXXX XX 00000 5 03/31/99 00
270000187 05 06/01/99 0
6000703626 O 05/01/11
0
7088962 B86/T77 F 50,000.00 ZZ
180 42,516.74 1
7.000 449.42 68
6.750 449.42
XXXXXXXX XX 00000 5 04/28/99 00
6000708369 01 07/01/99 0
6000708369 O 06/01/14
0
7089076 B86/M32 F 49,600.00 T
180 44,694.94 1
8.500 488.44 80
8.250 488.44
XXXXXX XXXX XX 00000 1 03/07/00 00
270000212 01 05/01/00 0
6000816220 O 04/01/15
0
7089140 B86/M32 F 199,879.67 T
173 183,672.40 2
6.750 1,810.31 79
6.500 1,810.31
XXXX XX XXXXX XX 00000 1 02/01/01 00
270000229 05 03/01/01 0
6000829496 O 07/01/15
0
7089246 B86/T77 F 48,425.00 ZZ
180 44,989.12 1
6.625 425.17 94
6.375 425.17
0
XXXX XXXXXXXX XX 00000 1 05/17/01 00
6000849635 05 07/01/01 0
6000849635 O 06/01/16
0
7089422 B86/T77 F 325,000.00 ZZ
180 301,598.28 1
7.375 2,989.76 56
7.125 2,989.76
XXXXXXXXXX XX 00000 5 07/02/01 00
6000874211 05 09/01/01 0
6000874211 O 08/01/16
0
7089472 B86/T77 F 205,000.00 ZZ
180 193,819.16 1
7.375 1,885.85 75
7.125 1,885.85
XXXXXXXXXXX XX 00000 5 06/07/01 00
6000877701 05 08/01/01 0
6000877701 O 07/01/16
0
7089476 B86/M32 F 198,000.00 ZZ
180 179,393.64 1
6.625 1,738.43 80
6.375 1,738.43
XXXXXXXX XX 00000 2 07/25/01 00
270000303 05 09/01/01 0
6000877818 O 08/01/16
0
7089500 B86/M32 F 50,000.00 ZZ
180 47,543.68 1
7.875 474.23 80
7.625 474.23
XXXXXXX XX 00000 1 07/20/01 00
270000313 05 09/01/01 0
6000880093 N 08/01/16
0
7089514 B86/M32 F 33,400.00 ZZ
180 31,719.55 1
6.750 295.56 75
6.500 295.56
XXXXXX XX 00000 2 08/27/01 00
270000316 05 10/01/01 0
6000880853 O 09/01/16
0
1
7089548 B86/T77 F 25,500.00 ZZ
120 23,239.67 1
7.375 301.03 75
7.125 301.03
XXXX XXXX XX 00000 5 08/24/01 00
6000883279 05 10/01/01 0
6000883279 O 09/01/11
0
7089580 B86/T77 F 329,000.00 ZZ
180 309,465.51 1
7.875 3,120.41 78
7.625 3,120.41
XXXXXXXXXX XX 00000 2 09/11/01 00
6000885019 03 11/01/01 0
6000885019 O 10/01/16
0
7352421 B86/M32 F 175,000.00 ZZ
180 169,537.81 1
6.875 1,560.75 75
6.625 1,560.75
XXXXXX XX 00000 5 02/07/02 00
270000346 05 04/01/02 0
0000000000 O 03/01/17
0
7367039 B86/M32 F 62,750.00 ZZ
180 60,343.92 1
6.500 546.62 79
6.250 546.62
XXXX XX XX 00000 5 12/07/01 00
270000343 05 02/01/02 0
6000893229 O 01/01/17
0
7367043 B86/T77 F 58,200.00 ZZ
180 56,334.31 1
7.125 527.20 71
6.875 527.20
XXXXXXXXXXXX XX 00000 2 12/31/01 00
6000899846 05 03/01/02 0
6000899846 O 02/01/17
0
7367047 B86/M32 F 162,850.00 ZZ
180 157,629.75 1
1
7.125 1,475.15 97
6.875 1,475.15
XXXXXXXXX XX 00000 1 01/07/02 19
270000351 03 03/01/02 35
6000902095 O 02/01/17
0
7384237 B86/M32 F 486,900.00 ZZ
180 445,425.81 1
8.000 4,653.08 100
7.150 4,653.08
XXXXXXXXXXXX XX 00000 1 08/29/00 24
270000240 05 10/01/00 20
6000836715 O 09/01/15
0
7693186 X68/H74 F 548,000.00 ZZ
180 527,783.40 1
7.250 5,002.49 80
7.000 5,002.49
XXXXXX XX 00000 2 11/29/01 00
0010406999 05 02/01/02 0
W1110087 O 01/01/17
0
7704515 005/H74 F 480,000.00 ZZ
180 463,961.78 1
6.625 4,214.38 64
6.375 4,214.38
XXXXXX XX 00000 0 00/16/02 00
0010410140 05 03/01/02 0
3011418872 O 02/01/17
0
7919621 005/E72 F 994,950.00 ZZ
180 975,015.09 1
6.500 8,667.09 76
6.250 8,667.09
XXXXXXXX XX 00000 4 06/07/02 00
260000001 05 07/01/02 0
3011099615 O 06/01/17
0
8055615 X32/X32 F 424,000.00 ZZ
180 419,696.25 1
6.250 3,635.47 76
6.000 3,635.47
XXXXXX XXXXXXX XX 00000 2 09/04/02 00
0190146316 05 10/01/02 0
1
0190146316 O 09/01/17
0
8074627 H93/M32 F 348,000.00 ZZ
167 286,640.40 1
7.125 3,290.66 80
6.875 3,290.66
XXXXXXXXXXXX XX 00000 2 04/02/99 00
270000364 05 05/01/99 0
0001075704 O 03/01/13
0
8074629 H93/M32 F 370,400.00 ZZ
180 294,877.15 1
7.000 3,329.26 80
6.750 3,329.26
LONGBOAT XXX XX 00000 1 04/17/98 00
270000365 01 06/01/98 0
0001080233 O 05/01/13
0
8074633 H93/M32 F 315,000.00 ZZ
180 252,633.57 1
7.125 2,853.37 38
6.875 2,853.37
XXXXXXXXX XX 00000 2 05/26/98 00
270000367 05 07/01/98 0
0001080928 O 06/01/13
0
8144781 F28/M32 F 500,000.00 ZZ
180 494,736.35 1
6.250 4,287.11 44
6.000 4,287.11
XXXXXX XXXXX XX 00000 5 08/27/02 00
TO BE ASSIGNED 05 10/01/02 0
0001934453 O 09/01/17
0
8144791 F28/M32 F 392,000.00 ZZ
180 383,979.60 1
6.250 3,361.10 34
6.000 3,361.10
XXXXXX XX 00000 2 05/23/02 00
TO BE ASSIGNED 06 07/01/02 0
0002192985 O 06/01/17
0
1
8144845 F28/M32 F 650,000.00 ZZ
180 643,189.83 1
5.875 5,441.27 34
5.625 5,441.27
XXXXXXXX XX 00000 2 08/21/02 00
05 10/01/02 0
0003168405 O 09/01/17
0
8144851 F28/M32 F 382,000.00 ZZ
180 377,071.03 1
6.125 3,249.39 62
5.875 3,249.39
NESHANIC XXXXXX XX 00000 2 08/29/02 00
05 10/01/02 0
0003173884 O 09/01/17
0
8144855 F28/M32 F 475,000.00 ZZ
180 468,348.17 1
5.875 3,976.31 56
5.625 3,976.31
XXXXXXXX XXXXXX XX 00000 5 07/29/02 00
05 09/01/02 0
0003175939 O 08/01/17
0
8144863 F28/M32 F 890,000.00 ZZ
180 883,798.74 1
5.875 7,450.35 59
5.625 7,450.35
XXXXXXXXXX XXXX XX 00000 2 09/04/02 00
05 11/01/02 0
0003180665 O 10/01/17
0
8144867 F28/M32 F 620,000.00 ZZ
180 613,773.21 1
6.375 5,358.36 46
6.125 5,358.36
XXXXXXX XXXXX XX 00000 2 08/29/02 00
05 10/01/02 0
0003184170 O 09/01/17
0
8144889 F28/M32 F 415,000.00 ZZ
180 410,148.92 1
5.875 3,474.04 58
5.625 3,474.04
1
XXXXXX XX 00000 2 08/20/02 00
05 10/01/02 0
0003228581 O 09/01/17
0
8144897 F28/M32 F 390,300.00 ZZ
180 387,637.56 1
6.125 3,319.99 75
5.875 3,319.99
XX XXXXXXX XX 00000 2 09/04/02 00
05 11/01/02 0
0003242406 O 10/01/17
0
8144905 F28/M32 F 400,000.00 ZZ
180 397,123.41 1
5.500 3,268.34 68
5.250 3,268.34
XXXXXXX XX 00000 5 09/09/02 00
05 11/01/02 0
0003248050 O 10/01/17
0
8144935 F28/M32 F 640,000.00 ZZ
180 635,634.22 1
6.125 5,444.00 47
5.875 5,444.00
XXXX XXXXXXXXXX XX 00000 5 09/06/02 00
05 11/01/02 0
0003286589 O 10/01/17
0
8144947 F28/M32 F 374,450.00 ZZ
180 370,649.20 1
6.250 3,210.62 66
6.000 3,210.62
XXX XXXXXXX XX 00000 2 07/23/02 00
05 10/01/02 0
0003303481 O 09/01/17
0
8144973 F28/M32 F 405,000.00 ZZ
180 402,207.79 1
6.000 3,417.62 35
5.750 3,417.62
XX XXXXX XX 00000 2 09/01/02 00
TO BE ASSIGNED 05 11/01/02 0
0003317440 O 10/01/17
0
1
8144981 F28/M32 F 350,000.00 ZZ
180 346,371.41 1
6.000 2,953.50 62
5.750 2,953.50
XXXXXXX XX 00000 5 08/19/02 00
05 10/01/02 0
0003322000 O 09/01/17
0
8144993 F28/M32 F 433,550.00 ZZ
180 430,497.06 1
5.750 3,600.25 46
5.500 3,600.25
XXXXXXX XX 00000 2 09/09/02 00
TO BE ASSIGNED 05 11/01/02 0
0003325419 O 10/01/17
0
8145003 F28/M32 F 435,000.00 ZZ
180 430,490.18 1
6.000 3,670.78 44
5.750 3,670.78
XXXXXXXXXX XXXX XX 00000 2 08/23/02 00
05 10/01/02 0
0003325981 O 09/01/17
0
8145007 F28/M32 F 522,000.00 ZZ
180 515,521.10 1
5.875 4,369.76 38
5.625 4,369.76
XXXXXXXXX XX 00000 2 08/20/02 00
03 10/01/02 0
0003327126 O 09/01/17
0
8145009 F28/M32 F 382,000.00 ZZ
180 377,997.70 1
5.875 3,197.80 73
5.625 3,197.80
XXXXXXX XXXXX XX 00000 2 08/19/02 00
05 10/01/02 0
0003327407 O 09/01/17
0
8145063 F28/M32 F 441,000.00 ZZ
180 436,523.68 1
1
6.250 3,781.23 74
6.000 3,781.23
XXXXXXX XXXXX XX 00000 2 08/29/02 00
05 10/01/02 0
0003355699 O 09/01/17
0
8145103 F28/M32 F 500,000.00 ZZ
180 496,479.13 1
5.750 4,152.05 60
5.500 4,152.05
XXXXXXX XX 00000 1 09/09/02 00
05 11/01/02 0
0003375232 O 10/01/17
0
8145125 F28/M32 F 311,750.00 ZZ
180 309,554.74 1
5.750 2,588.81 54
5.500 2,588.81
XXXXXX XX 00000 2 09/11/02 00
05 11/01/02 0
0003393712 O 10/01/17
0
8145127 F28/M32 F 579,000.00 ZZ
180 574,922.87 1
5.750 4,808.07 70
5.500 4,808.07
XXXXXXX XX 00000 5 09/05/02 00
05 11/01/02 0
0003394322 O 10/01/17
0
8145129 F28/M32 F 320,000.00 ZZ
180 317,817.11 1
6.125 2,722.00 78
5.875 2,722.00
XXXXXXX XX 00000 2 09/05/02 00
05 11/01/02 0
0003397097 O 10/01/17
0
8145135 F28/M32 F 600,000.00 ZZ
180 595,863.39 1
6.000 5,063.14 62
5.750 5,063.14
XXXXXXXXXX XX 00000 5 08/30/02 00
05 11/01/02 0
1
0003402737 O 10/01/17
0
8145139 F28/M32 F 450,000.00 ZZ
180 446,864.52 1
5.875 3,767.04 30
5.625 3,767.04
XXXXXXX XX 00000 2 09/05/02 00
TO BE ASSIGNED 05 11/01/02 0
0003406946 O 10/01/17
0
8145141 F28/M32 F 365,000.00 ZZ
180 362,536.49 1
6.250 3,129.59 53
6.000 3,129.59
XXX XXXXX XX 00000 2 09/01/02 00
05 11/01/02 0
0003407250 O 10/01/17
0
8145145 F28/M32 F 500,000.00 ZZ
180 496,661.14 1
6.375 4,321.25 66
6.125 4,321.25
XXX XXXXXX XX 00000 2 09/05/02 00
05 11/01/02 0
0003407565 O 10/01/17
0
8145149 F28/M32 F 341,150.00 ZZ
180 338,772.96 1
5.875 2,855.83 64
5.625 2,855.83
XXXXXXX XX 00000 2 09/05/02 00
05 11/01/02 0
0003419337 O 10/01/17
0
8145153 F28/M32 F 386,000.00 ZZ
180 381,998.18 1
6.000 3,257.29 43
5.750 3,257.29
XXXXXXXXXX XX 00000 2 08/26/02 00
05 10/01/02 0
0003422562 O 09/01/17
0
1
8145163 F28/M32 F 500,000.00 ZZ
180 496,516.15 1
5.875 4,185.59 69
5.625 4,185.59
XXXXXXXXXX XXXX XX 00000 5 09/09/02 00
05 11/01/02 0
0003572309 O 10/01/17
0
8145179 F28/M32 F 500,000.00 ZZ
180 496,731.90 1
6.625 4,389.97 73
6.375 4,389.97
XXXX XXXXXXXX X XX 00000 5 09/11/02 00
05 11/01/02 0
0003608099 O 10/01/17
0
8145193 F28/M32 F 350,000.00 ZZ
180 347,586.98 1
6.000 2,953.50 61
5.750 2,953.50
XXXXXXXXX XX 00000 2 09/12/02 00
TO BE ASSIGNED 01 11/01/02 0
0003676799 O 10/01/17
0
8145219 F28/M32 F 400,300.00 ZZ
180 397,510.81 1
5.875 3,350.99 55
5.625 3,350.99
XXXXXXXXXX XX 00000 2 09/06/02 00
TO BE ASSIGNED 05 11/01/02 0
0003429237 O 10/01/17
0
8145225 F28/M32 F 370,000.00 ZZ
180 367,421.94 1
5.875 3,097.34 52
5.625 3,097.34
XXXXXXXXXX XX 00000 2 09/04/02 00
05 11/01/02 0
0003430458 O 10/01/17
0
8145229 F28/M32 F 340,000.00 ZZ
180 337,705.22 1
6.250 2,915.24 22
6.000 2,915.24
1
XXXXXXXX XX 00000 2 09/06/02 00
TO BE ASSIGNED 05 11/01/02 0
0003433427 O 10/01/17
0
8145231 F28/M32 F 482,000.00 ZZ
180 478,746.83 1
6.250 4,132.78 63
6.000 4,132.78
XXXXX XXX XX 00000 2 09/10/02 00
05 11/01/02 0
0003435988 O 10/01/17
0
8145255 F28/M32 F 500,000.00 ZZ
180 490,534.74 1
5.875 4,185.59 35
5.625 4,185.59
XXXXXXXXXX XX 00000 2 08/30/02 00
05 10/01/02 0
0003455457 O 09/01/17
0
8145283 F28/M32 F 485,000.00 ZZ
180 481,761.32 1
6.375 4,191.61 75
6.125 4,191.61
XXXXX XXXX XX 00000 5 09/06/02 00
05 11/01/02 0
0003474645 O 10/01/17
0
8145287 F28/M32 F 408,000.00 ZZ
180 405,216.82 1
6.125 3,470.55 68
5.875 3,470.55
XXXXXXXXXX XX 00000 5 09/11/02 00
05 11/01/02 0
0003475778 O 10/01/17
0
8145347 F28/M32 F 410,000.00 ZZ
180 407,082.32 1
5.625 3,377.30 48
5.375 3,377.30
XXXXXX XX 00000 5 09/06/02 00
05 11/01/02 0
0003480121 O 10/01/17
0
1
8145413 F28/M32 F 321,000.00 ZZ
180 318,739.61 1
5.750 2,665.62 44
5.500 2,665.62
XXXXXXXXX XX 00000 2 09/06/02 00
TO BE ASSIGNED 01 11/01/02 0
0003499273 O 10/01/17
0
8145419 F28/M32 F 317,150.00 ZZ
180 314,963.45 1
6.000 2,676.30 46
5.750 2,676.30
XXXXXXX XX 00000 2 09/09/02 00
05 11/01/02 0
0003499644 O 10/01/17
0
8145427 F28/M32 F 453,000.00 ZZ
180 449,810.11 1
5.750 3,761.76 70
5.500 3,761.76
XXXXXX XX 00000 5 09/06/02 00
05 11/01/02 0
0003500318 O 10/01/17
0
8145431 F28/M32 F 360,650.00 ZZ
180 358,083.52 1
5.625 2,970.79 32
5.375 2,970.79
XXXXX XX 00000 2 09/11/02 00
09 11/01/02 0
0003500690 O 10/01/17
0
8145441 F28/M32 F 521,750.00 ZZ
180 518,152.87 1
6.000 4,402.83 46
5.750 4,402.83
XXXXXXX XX 00000 5 09/03/02 00
05 11/01/02 0
0003503916 O 10/01/17
0
8145461 F28/M32 F 438,600.00 ZZ
180 435,543.96 1
1
5.875 3,671.60 65
5.625 3,671.60
XXXXXXXX XX 00000 5 08/30/02 00
05 11/01/02 0
0003508950 O 10/01/17
0
8145485 F28/M32 F 368,000.00 ZZ
180 363,881.18 1
5.875 3,080.60 80
5.625 3,080.60
XXXXXXXXXX XX 00000 1 08/28/02 00
03 10/01/02 0
0003517985 O 09/01/17
0
8145491 F28/M32 F 379,500.00 ZZ
180 376,855.75 1
5.875 3,176.86 75
5.625 3,176.86
XXXXXX XXXX XX 00000 5 09/12/02 00
05 11/01/02 0
0003519353 O 10/01/17
0
8145505 F28/M32 F 386,000.00 ZZ
180 383,310.45 1
5.875 3,231.28 56
5.625 3,231.28
XXXXXXXXX XX 00000 2 09/12/02 00
05 11/01/02 0
0003552352 O 10/01/17
0
8145515 F28/M32 F 362,000.00 ZZ
180 359,477.68 1
5.875 3,030.37 78
5.625 3,030.37
XXXXXXXXXXXX XX 00000 2 09/18/02 00
05 11/01/02 0
0003561593 O 10/01/17
0
8145521 F28/M32 F 550,000.00 T
180 540,448.86 1
6.000 4,641.22 76
5.750 4,641.22
XXXX XXXXX XXXX XX 00000 1 06/28/02 00
TO BE ASSIGNED 05 08/01/02 0
1
0003047478 O 07/01/17
0
8145523 F28/M32 F 535,450.00 ZZ
180 528,107.45 1
6.125 4,554.67 51
5.875 4,554.67
XXXXXXXXX XX 00000 2 07/02/02 00
05 09/01/02 0
0003085296 O 08/01/17
0
8145527 F28/M32 F 420,000.00 ZZ
180 414,397.11 1
6.375 3,629.85 56
6.125 3,629.85
XXXX XXXX XX 00000 2 08/22/02 00
05 10/01/02 0
0003099048 O 09/01/17
0
8145529 F28/M32 F 316,750.00 ZZ
180 314,634.83 1
6.375 2,737.51 54
6.125 2,737.51
XXXXXXX XXXXX XX 00000 2 09/04/02 00
03 11/01/02 0
0003264400 O 10/01/17
0
8145535 F28/M32 F 530,000.00 ZZ
180 526,384.60 1
6.125 4,508.31 37
5.875 4,508.31
XXXXXXXXXX XX 00000 2 09/06/02 00
05 11/01/02 0
0003360018 O 10/01/17
0
8145537 F28/M32 F 537,500.00 T
180 531,927.54 1
6.000 4,535.73 54
5.750 4,535.73
XXXXXXXXXX XX 00000 2 09/04/02 00
TO BE ASSIGNED 05 10/01/02 0
0003361404 O 09/01/17
0
1
8145539 F28/M32 F 365,000.00 ZZ
180 362,429.78 1
5.750 3,031.00 59
5.500 3,031.00
XXXXXXX XX 00000 2 09/05/02 00
05 11/01/02 0
0003369898 O 10/01/17
0
8145681 F28/M32 F 384,000.00 ZZ
180 381,324.39 1
5.875 3,214.54 80
5.625 3,214.54
XXXXXXXX XX 00000 1 09/24/02 00
05 11/01/02 0
0003259495 O 10/01/17
0
8218979 X32/X32 F 970,000.00 ZZ
180 970,000.00 1
6.125 8,251.06 49
5.875 8,251.06
XXXXX XXXXX XX 00000 5 10/31/02 00
TO BE ASSIGNED 05 01/01/03 0
0190178921 O 12/01/17
0
8225621 074/074 F 386,000.00 ZZ
180 383,366.90 1
6.125 3,283.41 23
5.875 3,283.41
XXXXXX XX 00000 5 09/13/02 00
TO BE ASSIGNED 05 11/01/02 0
1230113670 O 10/01/17
0
8225625 074/074 F 650,000.00 ZZ
180 639,457.06 1
6.125 5,529.06 55
5.875 5,529.06
XXX XXXXXXX XX 00000 2 09/13/02 00
TO BE ASSIGNED 05 11/01/02 0
1230117976 O 10/01/17
0
8225627 074/074 F 495,000.00 ZZ
180 493,315.97 1
6.125 4,210.59 55
5.875 4,210.59
1
XXXXXXX XXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 01 12/01/02 0
1230120187 O 11/01/17
0
8225629 074/074 F 648,000.00 ZZ
180 643,532.48 1
6.000 5,468.19 49
5.750 5,468.19
XXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1230120290 O 10/01/17
0
8225631 074/074 F 605,000.00 ZZ
180 602,963.63 1
6.250 5,187.41 69
6.000 5,187.41
XXX XXXXXXX XX 00000 2 10/05/02 00
TO BE ASSIGNED 05 12/01/02 0
1230120857 O 11/01/17
0
8225633 074/074 F 521,162.00 ZZ
180 519,388.97 1
6.125 4,433.13 60
5.875 4,433.13
XXXX XXXXX XX 00000 2 09/27/02 00
TO BE ASSIGNED 05 12/01/02 0
1230121146 O 11/01/17
0
8225635 074/074 F 559,000.00 ZZ
180 557,077.84 1
6.000 4,717.16 51
5.750 4,717.16
XXX XXXXXXX XX 00000 2 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1230121179 O 11/01/17
0
8225637 074/074 F 352,000.00 ZZ
180 349,573.19 1
6.000 2,970.38 30
5.750 2,970.38
XXX XXXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1230121678 O 10/01/17
0
1
8225639 074/074 F 337,000.00 ZZ
180 334,676.61 1
6.000 2,843.80 61
5.750 2,843.80
XXXXXX XXXXX XX XX 00000 2 09/16/02 00
TO BE ASSIGNED 05 11/01/02 0
1230122262 O 10/01/17
0
8225641 074/074 F 394,167.00 ZZ
180 392,782.52 1
5.750 3,273.20 44
5.500 3,273.20
XXXXX XXX XX 00000 2 10/05/02 00
TO BE ASSIGNED 05 12/01/02 0
1231072909 O 11/01/17
0
8225643 074/074 F 531,326.00 ZZ
180 529,459.76 1
5.750 4,412.18 62
5.500 4,412.18
XXXXX XXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1231072910 O 11/01/17
0
8225645 074/074 F 540,000.00 ZZ
180 519,892.51 1
6.500 4,703.98 63
6.250 4,703.98
XXXXX XXXXXX XX 00000 1 12/17/01 00
TO BE ASSIGNED 05 02/01/02 0
1233121448 O 01/01/17
0
8225647 074/074 F 1,000,000.00 ZZ
180 996,524.64 1
5.875 8,371.19 69
5.625 8,371.19
XXXXXXXX XX 00000 5 10/02/02 00
TO BE ASSIGNED 05 12/01/02 0
1233137244 O 11/01/17
0
8225651 074/074 F 818,000.00 ZZ
180 812,419.99 1
1
6.125 6,958.11 67
5.875 6,958.11
XXXXXXXX XXXX XX 00000 2 09/12/02 00
TO BE ASSIGNED 05 11/01/02 0
1233139910 O 10/01/17
0
8225653 074/074 F 865,000.00 ZZ
180 859,161.83 1
6.250 7,416.71 56
6.000 7,416.71
XXXXXXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1233141693 O 10/01/17
0
8225655 074/074 F 510,000.00 ZZ
180 506,557.84 1
6.250 4,372.86 30
6.000 4,372.86
XXXXX XXXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1233141820 O 10/01/17
0
8225657 074/074 F 560,000.00 ZZ
180 556,260.49 1
6.375 4,839.80 80
6.125 4,839.80
XXXXXX XXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1233155097 O 10/01/17
0
8225659 074/074 F 947,500.00 ZZ
180 941,105.03 1
6.250 8,124.08 75
6.000 8,124.08
XX XXXXXX XXXXX XX 00000 2 09/18/02 00
TO BE ASSIGNED 05 11/01/02 0
1233155202 O 10/01/17
0
8225661 074/074 F 469,000.00 ZZ
180 465,523.04 1
6.000 3,957.69 35
5.750 3,957.69
XXXXXXXXX XXXXX XX 00000 2 09/18/02 00
TO BE ASSIGNED 05 11/01/02 0
1
1233156872 O 10/01/17
0
8225663 074/074 F 400,000.00 ZZ
180 397,242.26 1
6.000 3,375.43 25
5.750 3,375.43
XXXXXX XXXXX XX XX 00000 2 09/25/02 00
TO BE ASSIGNED 03 11/01/02 0
0000000000 O 10/01/17
0
8225665 074/074 F 349,817.00 ZZ
180 348,601.27 1
5.875 2,928.38 65
5.625 2,928.38
XXXXXX XX 00000 5 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1235042025 O 11/01/17
0
8225667 074/074 F 342,844.00 ZZ
180 341,690.03 1
6.250 2,939.62 69
6.000 2,939.62
XXXXXX XXXXX XX XX 00000 5 10/04/02 00
TO BE ASSIGNED 03 12/01/02 0
1236059985 O 11/01/17
0
8225669 074/074 F 574,000.00 ZZ
180 571,962.41 1
5.625 4,728.22 30
5.375 4,728.22
XXXXXXX XXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 03 12/01/02 0
1236079199 O 11/01/17
0
8225671 074/074 F 352,000.00 ZZ
180 349,573.19 1
6.000 2,970.38 72
5.750 2,970.38
XXXXX XXXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1240030251 O 10/01/17
0
1
8225673 074/074 F 390,000.00 ZZ
180 387,339.60 1
6.125 3,317.44 39
5.875 3,317.44
XXX XXXXX XX 00000 2 09/07/02 00
TO BE ASSIGNED 05 11/01/02 0
1243077910 O 10/01/17
0
8225677 074/074 F 575,000.00 ZZ
180 571,201.16 1
6.500 5,008.87 53
6.250 5,008.87
XXXXXXXX XX 00000 1 09/19/02 00
TO BE ASSIGNED 06 11/01/02 0
1243078287 N 10/01/17
0
8225679 074/074 F 454,000.00 ZZ
180 450,869.97 1
6.000 3,831.11 55
5.750 3,831.11
XXX XXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 03 11/01/02 0
1243079596 O 10/01/17
0
8225681 074/074 F 780,000.00 ZZ
180 774,735.53 1
6.250 6,687.90 57
6.000 6,687.90
XXX XXXXX XX 00000 2 09/21/02 00
TO BE ASSIGNED 05 11/01/02 0
1243081259 O 10/01/17
0
8225685 074/074 F 536,000.00 ZZ
180 532,343.66 1
6.125 4,559.35 59
5.875 4,559.35
XXX XXXXX XX 00000 2 09/22/02 00
TO BE ASSIGNED 05 11/01/02 0
1243082320 O 10/01/17
0
8225687 074/074 F 499,900.00 ZZ
180 496,416.83 1
5.875 4,184.76 56
5.625 4,184.76
1
XXX XXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1243083334 O 10/01/17
0
8225689 074/074 F 376,500.00 ZZ
180 367,850.50 1
5.875 3,151.75 35
5.625 3,151.75
XXX XXXXX XX 00000 2 09/18/02 00
TO BE ASSIGNED 03 11/01/02 0
1243083786 O 10/01/17
0
8225691 074/074 F 775,000.00 ZZ
180 772,306.60 1
5.875 6,487.67 39
5.625 6,487.67
XXXXXXX XXXXX XX 00000 5 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1246087036 O 11/01/17
0
8225693 074/074 F 360,000.00 ZZ
180 358,762.12 1
6.000 3,037.88 56
5.750 3,037.88
XXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1246089009 O 11/01/17
0
8225695 074/074 F 900,000.00 ZZ
180 896,970.69 1
6.250 7,716.81 67
6.000 7,716.81
XXXXXXX XXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 05 12/01/02 0
1246092207 O 11/01/17
0
8225697 074/074 F 580,000.00 ZZ
180 577,984.29 1
5.875 4,855.29 49
5.625 4,855.29
XXXX XXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 03 12/01/02 0
1246096354 O 11/01/17
0
1
8225701 074/074 F 419,000.00 ZZ
120 408,773.33 1
6.000 4,651.76 45
5.750 4,651.76
XXXXXXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1246096842 O 11/01/12
0
8225703 074/074 F 430,000.00 ZZ
180 427,035.45 1
6.000 3,628.58 79
5.750 3,628.58
XXXXXXXXX XX 00000 2 09/09/02 00
TO BE ASSIGNED 03 11/01/02 0
1251310170 O 10/01/17
0
8225705 074/074 F 394,000.00 ZZ
180 392,616.10 1
5.750 3,271.82 79
5.500 3,271.82
XXXXXXXXX XX 00000 2 10/17/02 00
TO BE ASSIGNED 03 12/01/02 0
1251310329 O 11/01/17
0
8225707 074/074 F 539,300.00 ZZ
180 537,405.75 1
5.750 4,478.40 61
5.500 4,478.40
XXX XXXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 03 12/01/02 0
1251314308 O 11/01/17
0
8225711 074/074 F 475,000.00 ZZ
180 471,725.19 1
6.000 4,008.32 76
5.750 4,008.32
XXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1253119450 O 10/01/17
0
8225715 074/074 F 1,000,000.00 T
180 996,487.57 1
1
5.750 8,304.10 39
5.500 8,304.10
XXXX XX 00000 5 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1260021388 O 11/01/17
0
8225717 074/074 F 316,500.00 ZZ
180 314,317.94 1
6.000 2,670.81 64
5.750 2,670.81
XXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
1263038503 O 10/01/17
0
8225719 074/074 F 781,000.00 ZZ
180 775,615.53 1
6.000 6,590.52 71
5.750 6,590.52
XXXXX XXXXX XX 00000 2 09/21/02 00
TO BE ASSIGNED 05 11/01/02 0
1264021110 O 10/01/17
0
8225721 074/074 F 502,100.00 ZZ
180 498,638.35 1
6.000 4,237.01 63
5.750 4,237.01
XXX XXXX XXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 03 11/01/02 0
0000000000 O 10/01/17
0
8225723 074/074 F 376,000.00 ZZ
180 373,380.13 1
5.875 3,147.57 38
5.625 3,147.57
XXXXX XXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1265022843 O 10/01/17
0
8225729 074/074 F 945,000.00 ZZ
180 941,886.78 1
6.500 8,231.97 17
6.250 8,231.97
XXXXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1
1265023245 O 11/01/17
0
8225731 074/074 F 416,000.00 ZZ
180 414,554.26 1
5.875 3,482.41 57
5.625 3,482.41
XXX XXXXXX XX 00000 5 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1265023347 O 11/01/17
0
8225735 074/074 F 475,000.00 ZZ
180 473,349.21 1
5.875 3,976.31 69
5.625 3,976.31
XXXXX XXX XXXXX XX 00000 5 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1265023380 O 11/01/17
0
8225737 074/074 F 494,000.00 ZZ
180 490,557.94 1
5.875 4,135.37 27
5.625 4,135.37
XXXXX XXXXXXX XX 00000 2 09/16/02 00
TO BE ASSIGNED 03 11/01/02 0
1266034247 O 10/01/17
0
8225739 074/074 F 950,000.00 ZZ
180 940,251.49 1
6.000 8,016.64 75
5.750 8,016.64
XXXXX XXXXXXX XX 00000 2 10/05/02 00
TO BE ASSIGNED 05 12/01/02 0
1266036311 O 11/01/17
0
8225741 074/074 F 500,000.00 ZZ
180 496,552.84 1
6.000 4,219.28 44
5.750 4,219.28
XXXXX XXXX XX 00000 5 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1269024079 O 10/01/17
0
1
8225743 074/074 F 770,000.00 ZZ
180 767,352.30 1
6.000 6,497.70 27
5.750 6,497.70
XXXXX XXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
1269028127 O 11/01/17
0
8225747 074/074 F 326,200.00 ZZ
180 325,042.05 1
5.625 2,687.01 39
5.375 2,687.01
NIWOT CO 80503 2 10/16/02 00
TO BE ASSIGNED 03 12/01/02 0
1272129610 O 11/01/17
0
8225749 074/074 F 716,000.00 ZZ
180 713,564.10 1
6.125 6,090.48 58
5.875 6,090.48
XXXXXXXXX XX 00000 2 10/02/02 00
TO BE ASSIGNED 05 12/01/02 0
1276031427 O 11/01/17
0
8225751 074/074 F 349,000.00 ZZ
180 347,787.11 1
5.875 2,921.54 56
5.625 2,921.54
XXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 03 12/01/02 0
1277041404 O 11/01/17
0
8225755 074/074 F 433,000.00 ZZ
180 430,014.76 1
6.000 3,653.90 44
5.750 3,653.90
XXXXXXXX XX 00000 2 09/17/02 00
TO BE ASSIGNED 05 11/01/02 0
1277043578 O 10/01/17
0
8225757 074/074 F 345,000.00 ZZ
180 343,826.28 1
6.125 2,934.66 39
5.875 2,934.66
1
XXXXXXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
1277043793 O 11/01/17
0
8225759 074/074 F 456,600.00 ZZ
180 455,063.13 1
6.250 3,914.99 52
6.000 3,914.99
XXXXXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 03 12/01/02 0
1279032437 O 11/01/17
0
8225761 074/074 F 413,000.00 ZZ
180 411,564.68 1
5.875 3,457.30 80
5.625 3,457.30
XXXX XXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1286055148 O 11/01/17
0
8225763 074/074 F 396,600.00 ZZ
180 395,250.73 1
6.125 3,373.58 56
5.875 3,373.58
XXXXXXX XX 00000 2 09/27/02 00
TO BE ASSIGNED 03 12/01/02 0
0000000000 O 11/01/17
0
8225765 074/074 F 600,000.00 ZZ
180 597,892.54 1
5.750 4,982.46 50
5.500 4,982.46
XXXXXXX XXXXX XX 00000 1 10/09/02 00
TO BE ASSIGNED 03 12/01/02 0
1292004505 O 11/01/17
0
8225769 074/074 F 268,000.00 ZZ
180 267,145.25 2
6.875 2,390.17 80
6.625 2,390.17
XXXX XXXXXXXXXX XX 00000 1 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1301271089 O 11/01/17
0
1
8225773 074/074 F 530,000.00 ZZ
180 528,138.41 1
5.750 4,401.17 68
5.500 4,401.17
XXXX XXXXX XX 00000 5 10/25/02 00
TO BE ASSIGNED 03 12/01/02 0
1302118804 O 11/01/17
0
8225775 074/074 F 473,000.00 ZZ
180 469,773.41 1
6.125 4,023.46 64
5.875 4,023.46
XXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
1302118972 O 10/01/17
0
8225777 074/074 F 425,000.00 ZZ
180 422,069.91 1
6.000 3,586.39 74
5.750 3,586.39
XXXXX XXXXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1302119002 O 10/01/17
0
8225779 074/074 F 445,000.00 ZZ
180 443,436.96 1
5.750 3,695.33 64
5.500 3,695.33
XX XXXXXXXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
1302120180 O 11/01/17
0
8225781 074/074 F 358,000.00 ZZ
180 356,768.99 1
6.000 3,021.01 63
5.750 3,021.01
XXXXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1561749947 O 11/01/17
0
8225783 074/074 F 356,000.00 ZZ
180 354,749.57 1
1
5.750 2,956.26 80
5.500 2,956.26
XXXXXXX XX 00000 5 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1561751632 O 11/01/17
0
8225785 074/074 F 688,500.00 ZZ
180 683,951.31 1
6.500 5,997.58 63
6.250 5,997.58
XXXX XXXXX XX 00000 2 09/18/02 00
TO BE ASSIGNED 05 11/01/02 0
1563598490 O 10/01/17
0
8225789 074/074 F 750,000.00 ZZ
180 744,829.25 1
6.000 6,328.93 38
5.750 6,328.93
XXXXXXXX XXXX XX 00000 1 09/27/02 00
TO BE ASSIGNED 05 11/01/02 0
1563634516 O 10/01/17
0
8225791 074/074 F 454,100.00 ZZ
180 450,935.95 1
5.875 3,801.36 60
5.625 3,801.36
XXXXXXXXXX XXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1563641227 O 10/01/17
0
8225793 074/074 F 966,500.00 ZZ
180 963,141.06 1
5.875 8,090.76 65
5.625 8,090.76
XXXXXX XX 00000 2 10/17/02 00
TO BE ASSIGNED 05 12/01/02 0
1563643732 O 11/01/17
0
8225795 074/074 F 411,800.00 ZZ
180 410,353.58 1
5.750 3,419.63 76
5.500 3,419.63
XXXXXX XX 00000 2 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1
1563644790 O 11/01/17
0
8225799 074/074 F 400,000.00 ZZ
180 397,300.25 1
6.250 3,429.70 74
6.000 3,429.70
XXXXXXX XX 00000 5 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1577914292 O 10/01/17
0
8225801 074/074 F 400,000.00 ZZ
180 397,242.26 1
6.000 3,375.43 80
5.750 3,375.43
XXXXXXXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 03 11/01/02 0
1577918453 O 10/01/17
0
8225803 074/074 F 390,000.00 ZZ
180 388,615.57 1
5.625 3,212.56 70
5.375 3,212.56
XXXXXXXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 03 12/01/02 0
1577939078 O 11/01/17
0
8225807 074/074 F 400,000.00 ZZ
180 398,580.07 1
5.625 3,294.93 64
5.375 3,294.93
XXXXX XXXXXXXX XX 00000 5 10/18/02 00
TO BE ASSIGNED 05 12/01/02 0
1577940328 O 11/01/17
0
8225809 074/074 F 322,500.00 ZZ
180 320,252.91 1
5.875 2,699.71 75
5.625 2,699.71
XXXXXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1581856418 O 10/01/17
0
1
8225813 074/074 F 600,000.00 ZZ
180 594,037.87 1
6.500 5,226.65 71
6.250 5,226.65
XXXX XXXXXXX XX 00000 5 08/14/02 00
TO BE ASSIGNED 05 10/01/02 0
1583601189 O 09/01/17
0
8225815 074/074 F 129,000.00 ZZ
180 128,561.13 1
6.125 1,097.31 65
5.875 1,097.31
XXXXX XXXXX XX 00000 5 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1583637540 O 11/01/17
0
8225817 074/074 F 450,000.00 ZZ
180 446,962.79 1
6.250 3,858.41 52
6.000 3,858.41
XXXXXXX XXXXX XX 00000 5 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1583641966 O 10/01/17
0
8225819 074/074 F 460,000.00 ZZ
180 458,418.25 1
6.000 3,881.75 80
5.750 3,881.75
XXXX XXXXXXX XX 00000 5 10/02/02 00
TO BE ASSIGNED 05 12/01/02 0
1583661431 O 11/01/17
0
8225823 074/074 F 591,000.00 ZZ
180 586,882.06 1
5.875 4,947.38 68
5.625 4,947.38
XXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1583665680 O 10/01/17
0
8225825 074/074 F 150,000.00 ZZ
180 148,587.28 1
7.125 1,358.75 63
6.875 1,358.75
1
XXXXXXXXXXXX XX 00000 1 08/26/02 00
1587676576 05 10/01/02 0
1587676576 O 09/01/17
0
8225827 074/074 F 349,000.00 ZZ
180 346,593.86 1
6.000 2,945.07 56
5.750 2,945.07
XXXX XXXX XX 00000 2 09/04/02 00
TO BE ASSIGNED 05 11/01/02 0
1587760457 O 10/01/17
0
8225829 074/074 F 600,000.00 ZZ
180 597,914.78 1
5.875 5,022.72 39
5.625 5,022.72
XXXXXX XX 00000 5 10/07/02 00
1587761336 05 12/01/02 0
1587761336 O 11/01/17
0
8225831 074/074 F 416,000.00 ZZ
180 411,822.00 1
6.375 3,595.29 80
6.125 3,595.29
XXXXXX XX 00000 5 08/14/02 00
TO BE ASSIGNED 05 10/01/02 0
1587764764 O 09/01/17
0
8225851 074/074 F 450,000.00 ZZ
180 446,897.54 1
6.000 3,797.36 70
5.750 3,797.36
XXXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1587773277 O 10/01/17
0
8225853 074/074 F 448,000.00 ZZ
180 446,392.80 1
5.500 3,660.53 80
5.250 3,660.53
XX XXXXXXXXXX XX 00000 1 10/25/02 00
TO BE ASSIGNED 01 12/01/02 0
1302125402 O 11/01/17
0
1
8225855 074/074 F 434,000.00 ZZ
180 430,911.53 1
5.625 3,575.00 40
5.375 3,575.00
XXXXX XXXX XXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 03 11/01/02 0
1303080977 O 10/01/17
0
8225857 074/074 F 341,000.00 ZZ
180 338,649.04 1
6.000 2,877.55 41
5.750 2,877.55
KEY XXXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1311449212 O 10/01/17
0
8225861 074/074 F 682,000.00 ZZ
180 676,607.75 1
6.125 5,801.26 72
5.875 5,801.26
XXXXX XXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1311452410 O 10/01/17
0
8225865 074/074 F 500,000.00 ZZ
180 498,206.25 1
5.500 4,085.42 69
5.250 4,085.42
KEY XXXXXXXX XX 00000 1 10/18/02 00
TO BE ASSIGNED 01 12/01/02 0
0000000000 O 11/01/17
0
8225869 074/074 F 388,000.00 ZZ
180 386,651.56 1
5.875 3,248.02 71
5.625 3,248.02
XXXXX XXXXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 05 12/01/02 0
1311457797 O 11/01/17
0
8225871 074/074 F 500,000.00 ZZ
180 498,243.78 1
1
5.750 4,152.05 80
5.500 4,152.05
XXXXX XX 00000 5 10/17/02 00
TO BE ASSIGNED 05 12/01/02 0
1311458257 O 11/01/17
0
8225873 074/074 F 700,000.00 ZZ
180 689,825.97 1
6.000 5,907.00 72
5.750 5,907.00
XXXXXXXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 03 11/01/02 0
1336068310 O 10/01/17
0
8225875 074/074 F 319,000.00 ZZ
180 317,914.74 1
6.125 2,713.49 80
5.875 2,713.49
XXXXXXXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 03 12/01/02 0
1336068365 O 11/01/17
0
8225877 074/074 F 930,000.00 ZZ
180 926,733.44 1
5.750 7,722.81 40
5.500 7,722.81
XXXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1336071246 O 11/01/17
0
8225881 074/074 F 376,500.00 ZZ
180 375,177.57 1
5.750 3,126.49 60
5.500 3,126.49
XXXXXXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 03 12/01/02 0
1336071643 O 11/01/17
0
8225883 074/074 F 631,614.00 ZZ
180 627,259.44 1
6.000 5,329.92 80
5.750 5,329.92
XXXXX XX 00000 5 09/25/02 00
TO BE ASSIGNED 03 11/01/02 0
1
1361166388 O 10/01/17
0
8225885 074/074 F 480,000.00 ZZ
180 478,331.83 1
5.875 4,018.17 80
5.625 4,018.17
XXXXX XX 00000 5 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
1391135474 O 11/01/17
0
8225889 074/074 F 431,753.00 ZZ
180 430,284.14 1
6.125 3,672.60 35
5.875 3,672.60
XXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
1461255796 O 11/01/17
0
8225891 074/074 F 515,000.00 ZZ
180 513,229.14 1
6.000 4,345.86 59
5.750 4,345.86
XXXXXX XXXXXX XX 00000 5 10/12/02 00
TO BE ASSIGNED 05 12/01/02 0
1471077479 O 11/01/17
0
8225893 074/074 F 342,000.00 ZZ
120 339,884.64 1
5.750 3,754.11 48
5.500 3,754.11
XXXXXXXX XXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
1471081760 O 11/01/12
0
8225895 074/074 F 355,880.00 ZZ
180 353,426.44 1
6.000 3,003.12 75
5.750 3,003.12
XXXX XXXX XXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1497063764 O 10/01/17
0
1
8225897 074/074 F 432,000.00 ZZ
180 429,021.65 1
6.000 3,645.46 80
5.750 3,645.46
XXXXXX XX 00000 5 09/09/02 00
TO BE ASSIGNED 03 11/01/02 0
1514391859 O 10/01/17
0
8225899 074/074 F 452,000.00 ZZ
180 450,445.77 1
6.000 3,814.23 80
5.750 3,814.23
XXXXXXXXXXXX XX 00000 1 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
1514412960 O 11/01/17
0
8225901 074/074 F 360,000.00 ZZ
180 357,544.25 1
6.125 3,062.25 42
5.875 3,062.25
XXXXXXXXXX XX 00000 2 08/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1516717480 O 10/01/17
0
8225903 074/074 F 603,800.00 ZZ
180 599,637.20 1
6.000 5,095.21 55
5.750 5,095.21
XXXXXXXXXXX XX 00000 2 09/09/02 00
TO BE ASSIGNED 05 11/01/02 0
1516717855 O 10/01/17
0
8225905 074/074 F 628,000.00 ZZ
180 623,670.36 1
6.000 5,299.42 55
5.750 5,299.42
XXXXXXXXXX XX 00000 2 09/11/02 00
TO BE ASSIGNED 03 11/01/02 0
0000000000 O 10/01/17
0
8225907 074/074 F 932,000.00 ZZ
180 925,574.48 1
6.000 7,864.75 68
5.750 7,864.75
1
XXXXXX XX 00000 0 00/06/02 00
TO BE ASSIGNED 05 11/01/02 0
1516725081 O 10/01/17
0
8225911 074/074 F 384,000.00 ZZ
180 381,324.39 1
5.875 3,214.54 80
5.625 3,214.54
XXXXX XX 00000 1 09/27/02 00
TO BE ASSIGNED 01 11/01/02 0
1516736510 O 10/01/17
0
8225913 074/074 F 385,000.00 ZZ
180 382,373.70 1
6.125 3,274.91 65
5.875 3,274.91
XXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 03 11/01/02 0
1516738265 O 10/01/17
0
8225915 074/074 F 350,000.00 ZZ
180 347,463.45 1
5.875 2,929.92 79
5.625 2,929.92
XXXXXXXXXX XX 00000 5 09/17/02 00
TO BE ASSIGNED 05 11/01/02 0
1516743710 O 10/01/17
0
8225919 074/074 F 477,700.00 ZZ
180 474,336.18 1
5.750 3,966.87 40
5.500 3,966.87
XXXX XXXXX XX 00000 2 09/26/02 00
TO BE ASSIGNED 03 11/01/02 0
1516773120 O 10/01/17
0
8225921 074/074 F 336,000.00 ZZ
180 333,633.98 1
5.750 2,790.18 64
5.500 2,790.18
XXXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 03 11/01/02 0
1516773721 O 10/01/17
0
1
8225925 074/074 F 374,000.00 ZZ
180 371,394.08 1
5.875 3,130.82 67
5.625 3,130.82
XXXXXXXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8225929 074/074 F 317,500.00 ZZ
180 316,372.93 1
5.625 2,615.35 76
5.375 2,615.35
XXXXXXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 03 12/01/02 0
1516788762 O 11/01/17
0
8225931 074/074 F 805,000.00 ZZ
180 799,450.06 1
6.000 6,793.05 70
5.750 6,793.05
XXXX XXXXX XX 00000 1 09/17/02 00
TO BE ASSIGNED 05 11/01/02 0
1517297518 O 10/01/17
0
8225933 074/074 F 312,350.00 ZZ
180 310,196.55 1
6.000 2,635.79 85
5.750 2,635.79
XXXXXXX XX 00000 1 09/09/02 11
TO BE ASSIGNED 05 11/01/02 12
0000000000 O 10/01/17
0
8225935 074/074 F 543,000.00 ZZ
180 539,335.11 1
6.250 4,655.81 77
6.000 4,655.81
XXXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
1517318695 O 10/01/17
0
8225939 074/074 F 391,600.00 ZZ
180 388,928.68 1
1
6.125 3,331.05 40
5.875 3,331.05
XXXXXX XXXXXX XX 00000 2 09/12/02 00
TO BE ASSIGNED 05 11/01/02 0
1517344301 O 10/01/17
0
8225941 074/074 F 340,000.00 ZZ
180 337,630.98 1
5.875 2,846.20 72
5.625 2,846.20
XXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1517345723 O 10/01/17
0
8225951 074/074 F 316,000.00 ZZ
180 313,742.10 1
5.750 2,624.10 80
5.500 2,624.10
XXXXXXX XX 00000 5 09/17/02 00
TO BE ASSIGNED 03 11/01/02 0
1517372362 O 10/01/17
0
8225953 074/074 F 400,000.00 ZZ
180 398,595.03 1
5.750 3,321.64 41
5.500 3,321.64
XXXXX XXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1517372817 O 11/01/17
0
8225955 074/074 F 408,000.00 ZZ
180 405,187.11 1
6.000 3,442.94 62
5.750 3,442.94
XXXXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 05 11/01/02 0
1519242222 O 10/01/17
0
8225957 074/074 F 440,000.00 ZZ
180 432,750.38 1
6.625 3,863.17 80
6.375 3,863.17
XXXXX XXXXXXX XX 00000 1 06/18/02 00
TO BE ASSIGNED 03 08/01/02 0
1
1519275731 O 07/01/17
0
8225963 074/074 F 707,200.00 ZZ
180 704,794.05 1
6.125 6,015.62 28
5.875 6,015.62
XXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 03 12/01/02 0
1520065690 O 11/01/17
0
8225967 074/074 F 606,300.00 ZZ
180 602,104.40 1
6.000 5,116.30 56
5.750 5,116.30
XXXXXX XX 00000 2 10/26/02 00
TO BE ASSIGNED 03 11/01/02 0
1520065714 O 10/01/17
0
8225973 074/074 F 308,597.00 ZZ
180 306,469.43 1
6.000 2,604.12 18
5.750 2,604.12
XXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1521113506 O 10/01/17
0
8225975 074/074 F 679,700.00 ZZ
180 677,261.57 1
5.500 5,553.72 60
5.250 5,553.72
XXXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1521113970 O 11/01/17
0
8225977 074/074 F 482,640.00 ZZ
180 479,241.40 1
5.750 4,007.89 70
5.500 4,007.89
XXXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1521113980 O 10/01/17
0
1
8225983 074/074 F 487,200.00 ZZ
180 483,911.72 1
6.250 4,177.37 80
6.000 4,177.37
XXXXXXX XX 00000 2 09/23/02 00
1587773812 05 11/01/02 0
1587773812 O 10/01/17
0
8225985 074/074 F 455,000.00 ZZ
180 451,896.19 1
6.125 3,870.35 70
5.875 3,870.35
XXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1587774881 O 10/01/17
0
8225987 074/074 F 455,000.00 ZZ
180 451,863.08 1
6.000 3,839.55 21
5.750 3,839.55
XXXXXXXXX XX 00000 2 09/25/02 00
1587778951 05 11/01/02 0
1587778951 O 10/01/17
0
8225991 074/074 F 422,000.00 ZZ
180 420,579.59 1
6.250 3,618.33 74
6.000 3,618.33
XXXXXXXXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 01 12/01/02 0
1587788536 O 11/01/17
0
8225993 074/074 F 406,000.00 ZZ
180 404,603.94 1
6.000 3,426.06 49
5.750 3,426.06
CABIN XXXX MD 20818 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1587793037 O 11/01/17
0
8225997 074/074 F 316,000.00 ZZ
180 313,867.20 1
6.250 2,709.46 76
6.000 2,709.46
1
XXXXXXX XX 00000 5 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1587794197 O 10/01/17
0
8225999 074/074 F 382,000.00 ZZ
180 379,366.35 1
6.000 3,223.54 71
5.750 3,223.54
XXXXXXX XX 00000 2 09/23/02 00
1587794335 05 11/01/02 0
1587794335 O 10/01/17
0
8226001 074/074 F 454,000.00 ZZ
180 452,438.89 1
6.000 3,831.11 40
5.750 3,831.11
XXXXXXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
1587794754 O 11/01/17
0
8226003 074/074 F 560,000.00 ZZ
180 556,139.17 1
6.000 4,725.60 74
5.750 4,725.60
XXXXXXX XX 00000 5 09/25/02 00
TO BE ASSIGNED 03 11/01/02 0
1587794914 O 10/01/17
0
8226005 074/074 F 323,000.00 ZZ
180 320,796.65 1
6.125 2,747.52 49
5.875 2,747.52
XXXXXXX XX 00000 2 09/26/02 00
TO BE ASSIGNED 05 11/01/02 0
1587795270 O 10/01/17
0
8226007 074/074 F 830,000.00 ZZ
180 827,115.45 1
5.875 6,948.09 31
5.625 6,948.09
XXXXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
0000000000 O 11/01/17
0
1
8226009 074/074 F 958,000.00 ZZ
180 951,324.92 1
5.875 8,019.60 37
5.625 8,019.60
XXXXX XXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1587798314 O 10/01/17
0
8226011 074/074 F 546,000.00 ZZ
180 544,102.45 1
5.875 4,570.67 65
5.625 4,570.67
XXXXXXX XXXXXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 03 12/01/02 0
1587799543 O 11/01/17
0
8226013 074/074 F 450,000.00 ZZ
180 446,897.54 1
6.000 3,797.36 53
5.750 3,797.36
XXXXX XXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1587801510 O 10/01/17
0
8226015 074/074 F 135,000.00 ZZ
180 134,108.09 4
6.500 1,176.00 90
6.250 1,176.00
XXXXXXXX XX 00000 1 10/04/02 11
TO BE ASSIGNED 05 11/01/02 25
1587804905 N 10/01/17
0
8226019 074/074 F 400,000.00 ZZ
180 398,595.02 1
5.750 3,321.65 80
5.500 3,321.65
XXXXXXXXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 05 12/01/02 0
1587805624 O 11/01/17
0
8226021 074/074 F 613,000.00 ZZ
180 610,846.87 1
1
5.750 5,090.42 59
5.500 5,090.42
XXXXXXXXX XX 00000 2 10/02/02 00
1587809240 05 12/01/02 0
1587809240 O 11/01/17
0
8226025 074/074 F 371,450.00 ZZ
180 367,110.69 1
5.750 3,084.56 20
5.500 3,084.56
XXXXXXXX XX 00000 2 09/27/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8226027 074/074 F 350,000.00 ZZ
180 348,783.62 1
5.875 2,929.92 65
5.625 2,929.92
XXXXXXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 03 12/01/02 0
1587812801 O 11/01/17
0
8226029 074/074 F 325,000.00 ZZ
180 323,858.45 1
5.750 2,698.84 65
5.500 2,698.84
XXXXXXXXXX XX 00000 5 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1587813429 O 11/01/17
0
8226031 074/074 F 475,000.00 ZZ
180 470,075.50 1
6.000 4,008.32 42
5.750 4,008.32
XXXXXXXX XX 00000 2 08/15/02 00
TO BE ASSIGNED 05 10/01/02 0
1589928975 O 09/01/17
0
8226033 074/074 F 339,000.00 ZZ
180 337,821.85 1
5.875 2,837.84 60
5.625 2,837.84
XXXXXXXXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
1
1587817099 O 11/01/17
0
8226035 074/074 F 335,000.00 ZZ
180 333,835.75 1
5.875 2,804.35 72
5.625 2,804.35
XXXXX XX 00000 5 09/27/02 00
TO BE ASSIGNED 05 12/01/02 0
1589953189 O 11/01/17
0
8226037 074/074 F 555,000.00 ZZ
180 553,050.60 1
5.750 4,608.78 62
5.500 4,608.78
XXXXXXXXX XX 00000 2 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1589953768 O 11/01/17
0
8226041 074/074 F 336,000.00 ZZ
180 334,844.64 1
6.000 2,835.36 80
5.750 2,835.36
XXXXX XX 00000 5 09/30/02 00
TO BE ASSIGNED 05 12/01/02 0
1589958353 O 11/01/17
0
8226043 074/074 F 399,750.00 T
180 398,345.90 1
5.750 3,319.57 75
5.500 3,319.57
XXX XXXX XXXX XX 00000 5 10/09/02 00
1590462774 01 12/01/02 0
1590462774 O 11/01/17
0
8226047 074/074 F 480,000.00 T
180 476,218.09 1
6.125 4,083.00 74
5.875 4,083.00
XXXXXXX XX 00000 2 09/11/02 00
TO BE ASSIGNED 01 11/01/02 0
1595432205 O 10/01/17
0
1
8226049 074/074 F 412,500.00 ZZ
180 409,636.90 1
6.000 3,480.91 79
5.750 3,480.91
XXXX XXXXXX XX 00000 5 09/17/02 00
TO BE ASSIGNED 03 11/01/02 0
1595436443 O 10/01/17
0
8226051 074/074 F 560,000.00 ZZ
180 556,260.47 1
6.375 4,839.81 80
6.125 4,839.81
XXXXXXXX XX 00000 5 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
1595440043 O 10/01/17
0
8226053 074/074 F 432,000.00 ZZ
180 429,021.63 1
6.000 3,645.47 71
5.750 3,645.47
XXXXX XXXXX XX 00000 5 09/16/02 00
TO BE ASSIGNED 05 11/01/02 0
1595440677 O 10/01/17
0
8226055 074/074 F 395,000.00 ZZ
180 392,276.75 1
6.000 3,333.23 58
5.750 3,333.23
XXXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1595443960 O 10/01/17
0
8226057 074/074 F 826,000.00 ZZ
180 823,159.74 1
6.000 6,970.26 65
5.750 6,970.26
XXXXXXXXXX XXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 03 12/01/02 0
1595444838 O 11/01/17
0
8226059 074/074 F 960,000.00 ZZ
180 953,381.43 1
6.000 8,101.03 74
5.750 8,101.03
1
XXXXXXX XXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1595448250 O 10/01/17
0
8226061 074/074 F 478,500.00 ZZ
180 475,270.45 1
6.250 4,102.77 57
6.000 4,102.77
XXXXXXXXXX XXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1595448260 O 10/01/17
0
8226063 074/074 F 490,000.00 ZZ
180 488,297.07 1
5.875 4,101.89 52
5.625 4,101.89
XXX XXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1595448453 O 11/01/17
0
8226065 074/074 F 640,000.00 ZZ
180 637,752.04 1
5.750 5,314.63 52
5.500 5,314.63
XXXXXXX XXXXX X XX 00000 5 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1595453453 O 11/01/17
0
8226067 074/074 F 775,000.00 ZZ
180 767,133.45 1
6.250 6,645.03 34
6.000 6,645.03
XXXXX XXXXXX XX 00000 2 08/26/02 00
TO BE ASSIGNED 05 10/01/02 0
1596265084 O 09/01/17
0
8226069 074/074 F 1,000,000.00 ZZ
180 993,105.67 1
6.000 8,438.57 67
5.750 8,438.57
XXXXXX XXXXXXX XX 00000 5 09/12/02 00
TO BE ASSIGNED 05 11/01/02 0
1596274370 O 10/01/17
0
1
8226073 074/074 F 928,000.00 ZZ
180 921,602.05 1
6.000 7,831.00 42
5.750 7,831.00
XXX XXXXXX XX 00000 2 09/16/02 00
TO BE ASSIGNED 05 11/01/02 0
1596275601 O 10/01/17
0
8226077 074/074 F 750,000.00 ZZ
180 742,387.20 1
6.250 6,430.68 47
6.000 6,430.68
XXXXXXX XXX XX 00000 2 08/09/02 00
TO BE ASSIGNED 03 10/01/02 0
1596275871 O 09/01/17
0
8226079 074/074 F 900,000.00 ZZ
180 893,595.34 1
5.625 7,413.59 50
5.375 7,413.59
XXXXX XXXXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1596276954 O 10/01/17
0
8226081 074/074 F 490,000.00 ZZ
180 488,260.59 1
5.625 4,036.29 53
5.375 4,036.29
XXXXXX XXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1596277072 O 11/01/17
0
8226085 074/074 F 428,000.00 ZZ
180 425,141.93 1
6.375 3,699.00 80
6.125 3,699.00
XXXXXXX XX 00000 5 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8226087 074/074 F 365,000.00 ZZ
180 362,510.12 1
1
6.125 3,104.79 44
5.875 3,104.79
XXXX XXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1596280703 O 10/01/17
0
8226089 074/074 F 420,000.00 ZZ
180 418,540.35 1
5.875 3,515.90 33
5.625 3,515.90
XXXXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 03 12/01/02 0
1596281660 O 11/01/17
0
8226091 074/074 F 345,000.00 ZZ
180 342,621.45 1
6.000 2,911.31 54
5.750 2,911.31
XXX XXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 01 11/01/02 0
1596283789 O 10/01/17
0
8226093 074/074 F 812,000.00 ZZ
180 806,275.03 1
5.750 6,742.93 52
5.500 6,742.93
XXXXXXXXX XXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1596285809 O 10/01/17
0
8226097 074/074 F 488,000.00 ZZ
180 486,304.03 1
5.875 4,085.14 49
5.625 4,085.14
XXXXX XXXXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 05 12/01/02 0
1596286685 O 11/01/17
0
8226101 074/074 F 533,000.00 ZZ
180 529,249.57 1
6.000 4,497.76 69
5.750 4,497.76
XXXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1
1596288035 O 10/01/17
0
8226103 074/074 F 688,800.00 ZZ
180 684,051.18 1
6.000 5,812.49 68
5.750 5,812.49
XXX XXXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8226105 074/074 F 480,000.00 ZZ
180 478,349.48 1
6.000 4,050.52 45
5.750 4,050.52
XXXXXXXX XXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 05 12/01/02 0
1596288669 O 11/01/17
0
8226107 074/074 F 404,500.00 ZZ
180 403,094.21 1
5.875 3,386.15 33
5.625 3,386.15
XXXXXXXX XXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 03 12/01/02 0
1596288771 O 11/01/17
0
8226109 074/074 F 1,000,000.00 ZZ
180 996,487.56 1
5.750 8,304.11 39
5.500 8,304.11
XXX XXXXXXX XX 00000 2 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
0000000000 O 11/01/17
0
8226111 074/074 F 364,000.00 ZZ
180 362,721.47 1
5.750 3,022.70 43
5.500 3,022.70
XXXXXXXX XXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 03 12/01/02 0
1596290864 O 11/01/17
0
1
8226113 074/074 F 522,000.00 ZZ
180 518,401.15 1
6.000 4,404.94 66
5.750 4,404.94
XXX XXXXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1596290933 O 10/01/17
0
8226115 074/074 F 570,000.00 ZZ
180 566,070.22 1
6.000 4,809.99 80
5.750 4,809.99
XXX XXXXXXX XX 00000 2 09/12/02 00
TO BE ASSIGNED 01 11/01/02 0
1596291266 O 10/01/17
0
8226117 074/074 F 650,000.00 ZZ
180 645,470.96 1
5.875 5,441.28 74
5.625 5,441.28
XXX XXXXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1596292688 O 10/01/17
0
8226121 074/074 F 977,000.00 ZZ
180 970,264.23 1
6.000 8,244.48 36
5.750 8,244.48
XXXXXXX XXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1596293115 O 10/01/17
0
8226125 074/074 F 975,000.00 ZZ
180 971,718.24 1
6.250 8,359.88 60
6.000 8,359.88
XXXXXXXX XXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1596294628 O 11/01/17
0
8226127 074/074 F 360,000.00 ZZ
180 356,551.11 1
6.000 3,037.89 62
5.750 3,037.89
1
XXXXXXXX XXXX XX 00000 2 09/20/02 00
TO BE ASSIGNED 05 11/01/02 0
1596295416 O 10/01/17
0
8226129 074/074 F 350,000.00 ZZ
180 348,796.50 1
6.000 2,953.50 52
5.750 2,953.50
XXXXXX XXXXX XX XX 00000 5 10/17/02 00
TO BE ASSIGNED 05 12/01/02 0
1596299075 O 11/01/17
0
8226131 074/074 F 735,000.00 ZZ
180 732,472.65 1
6.000 6,202.35 62
5.750 6,202.35
XXX XXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1596302486 O 11/01/17
0
8226135 074/074 F 80,000.00 ZZ
180 76,330.85 4
6.750 707.93 34
6.500 707.93
XXXX XXXXX XX 00000 1 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1606145870 N 11/01/17
0
8226137 074/074 F 400,280.00 ZZ
180 397,490.95 1
5.875 3,350.82 39
5.625 3,350.82
XXXXXXX XX 00000 2 09/26/02 00
TO BE ASSIGNED 06 11/01/02 0
1610042317 O 10/01/17
0
8226139 074/074 F 640,000.00 ZZ
180 637,799.32 1
6.000 5,400.68 64
5.750 5,400.68
XXXXXXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 03 12/01/02 0
1614053177 O 11/01/17
0
1
8226143 074/074 F 620,000.00 ZZ
180 615,725.52 1
6.000 5,231.91 76
5.750 5,231.91
XXXXXXXXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1621326407 O 10/01/17
0
8226145 074/074 F 452,000.00 ZZ
180 448,850.59 1
5.875 3,783.78 80
5.625 3,783.78
XXXXXXX XX 00000 1 09/27/02 00
TO BE ASSIGNED 05 11/01/02 0
1621333413 O 10/01/17
0
8226147 074/074 F 386,200.00 ZZ
180 383,565.53 1
6.125 3,285.11 61
5.875 3,285.11
XXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 03 11/01/02 0
1632087953 O 10/01/17
0
8226149 074/074 F 378,000.00 ZZ
180 375,448.75 1
6.250 3,241.06 61
6.000 3,241.06
XXXXXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1639057837 O 10/01/17
0
8226151 074/074 F 390,750.00 ZZ
180 389,406.38 1
6.000 3,297.37 66
5.750 3,297.37
XXXXXX XXXXXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 12/01/02 0
1639067706 O 11/01/17
0
8226153 074/074 F 342,450.00 ZZ
180 341,272.46 1
1
6.000 2,889.79 26
5.750 2,889.79
XXXXXXXXXX XXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1639072310 O 11/01/17
0
8226171 074/074 F 370,500.00 ZZ
180 369,212.39 1
5.875 3,101.52 74
5.625 3,101.52
XXXXXXX XX 00000 5 10/17/02 00
TO BE ASSIGNED 03 12/01/02 0
1644023845 O 11/01/17
0
8226173 074/074 F 380,000.00 ZZ
180 377,352.27 1
5.875 3,181.05 48
5.625 3,181.05
XXXXXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8226175 074/074 F 400,000.00 ZZ
180 390,474.53 1
6.000 3,375.43 23
5.750 3,375.43
XXXXX XX 00000 5 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1661130218 O 10/01/17
0
8226177 074/074 F 449,371.00 T
180 447,825.81 1
6.000 3,792.05 45
5.750 3,792.05
XXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
1674026536 O 11/01/17
0
8226179 074/074 F 804,000.00 ZZ
180 801,176.00 1
5.750 6,676.50 48
5.500 6,676.50
XXXXXXXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1
1689011430 O 11/01/17
0
8226181 074/074 F 500,000.00 ZZ
180 498,298.95 1
6.125 4,253.13 44
5.875 4,253.13
XXXXX XX 00000 2 10/17/02 00
TO BE ASSIGNED 05 12/01/02 0
1689013775 O 11/01/17
0
8226189 074/074 F 360,000.00 ZZ
180 357,464.98 1
5.750 2,989.48 75
5.500 2,989.48
XXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1689015963 O 10/01/17
0
8226191 074/074 F 441,000.00 ZZ
180 439,434.53 1
5.625 3,632.66 60
5.375 3,632.66
XXXXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 03 12/01/02 0
1689024975 O 11/01/17
0
8226195 074/074 F 750,000.00 ZZ
180 744,774.20 1
5.875 6,278.39 38
5.625 6,278.39
XXXXXXX XX 00000 5 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1731258779 O 10/01/17
0
8226199 074/074 F 453,100.00 ZZ
180 451,541.98 1
6.000 3,823.52 49
5.750 3,823.52
XXXXXXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1731260748 O 11/01/17
0
1
8226201 074/074 F 631,700.00 ZZ
180 629,504.62 1
5.875 5,288.08 65
5.625 5,288.08
XXXXXXXXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
1731270672 O 11/01/17
0
8226203 074/074 F 423,000.00 ZZ
180 421,514.25 1
5.750 3,512.63 59
5.500 3,512.63
XXXXXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
1731272420 O 11/01/17
0
8226205 074/074 F 490,000.00 ZZ
120 483,445.80 1
5.625 5,348.19 49
5.375 5,348.19
XXXXXXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1751231185 O 11/01/12
0
8226207 074/074 F 542,492.00 ZZ
180 540,666.03 1
6.250 4,651.45 70
6.000 4,651.45
XXXXXXX XX 00000 5 10/08/02 00
TO BE ASSIGNED 03 12/01/02 0
1761332677 O 11/01/17
0
8226209 074/074 F 467,000.00 ZZ
180 463,848.07 1
6.250 4,004.16 39
6.000 4,004.16
XXXXXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1761332735 O 10/01/17
0
8226215 074/074 F 485,750.00 ZZ
180 484,079.72 1
6.000 4,099.03 67
5.750 4,099.03
1
XXXXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1761332917 O 11/01/17
0
8226219 074/074 F 613,650.00 ZZ
180 609,419.29 1
6.000 5,178.33 52
5.750 5,178.33
XXXXXX XX 00000 2 10/04/02 00
TO BE ASSIGNED 03 11/01/02 0
1761336011 O 10/01/17
0
8226221 074/074 F 452,000.00 ZZ
180 448,883.77 1
6.000 3,814.23 51
5.750 3,814.23
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TO BE ASSIGNED 05 11/01/02 0
1761336543 O 10/01/17
0
8226223 074/074 F 400,000.00 ZZ
180 398,609.86 1
5.875 3,348.47 73
5.625 3,348.47
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TO BE ASSIGNED 05 12/01/02 0
1785044906 O 11/01/17
0
8226225 074/074 F 333,300.00 ZZ
180 332,116.84 1
5.625 2,745.50 41
5.375 2,745.50
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TO BE ASSIGNED 05 12/01/02 0
1811132838 O 11/01/17
0
8226227 074/074 F 390,000.00 ZZ
180 388,630.15 1
5.750 3,238.60 24
5.500 3,238.60
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TO BE ASSIGNED 05 12/01/02 0
1813185223 O 11/01/17
0
1
8226229 074/074 F 492,000.00 ZZ
180 488,643.80 1
6.125 4,185.08 33
5.875 4,185.08
XXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1813190948 O 10/01/17
0
8226233 074/074 F 576,000.00 ZZ
180 571,986.60 1
5.875 4,821.80 64
5.625 4,821.80
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1817264263 03 11/01/02 0
1817264263 O 10/01/17
0
8226235 074/074 F 353,700.00 ZZ
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5.500 2,937.16
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1817263475 05 12/01/02 0
1817263475 O 11/01/17
0
8226237 074/074 F 500,000.00 ZZ
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5.750 4,152.05 57
5.500 4,152.05
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1817267363 05 12/01/02 0
1817267363 O 11/01/17
0
8226239 074/074 F 362,000.00 ZZ
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6.000 3,054.76 69
5.750 3,054.76
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1817268560 05 11/01/02 0
1817268560 O 10/01/17
0
8226241 074/074 F 437,000.00 ZZ
180 435,465.07 1
1
5.750 3,628.89 46
5.500 3,628.89
COS XXX XX 00000 2 10/03/02 00
1817269620 05 12/01/02 0
1817269620 O 11/01/17
0
8226243 074/074 F 469,875.00 T
180 466,531.24 1
5.625 3,870.51 75
5.375 3,870.51
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0000000000 05 11/01/02 0
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0
8226245 074/074 F 325,000.00 T
180 323,882.47 1
6.000 2,742.53 45
5.750 2,742.53
XXXX XXXXX XXXX XX 00000 2 10/31/02 00
TO BE ASSIGNED 03 12/01/02 0
0000000000 O 11/01/17
0
8226249 074/074 F 370,751.00 ZZ
180 360,814.65 1
6.000 3,128.61 38
5.750 3,128.61
XXXXXXXXXX XXXX XX 00000 2 08/12/02 00
1137168758 05 10/01/02 0
1137168758 O 09/01/17
0
8226251 074/074 F 350,000.00 ZZ
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5.625 2,883.06 52
5.375 2,883.06
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1137179776 05 12/01/02 0
1137179776 O 11/01/17
0
8226253 074/074 F 400,000.00 ZZ
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5.875 3,348.47 79
5.625 3,348.47
XXXX XXXXXX XX 00000 1 10/16/02 00
1137203473 05 12/01/02 0
1
1137203473 O 11/01/17
0
8226255 074/074 F 316,000.00 ZZ
180 314,913.41 1
6.000 2,666.59 64
5.750 2,666.59
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0000000000 05 12/01/02 0
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0
8226257 074/074 F 381,600.00 ZZ
180 378,568.05 1
6.125 3,245.99 69
5.875 3,245.99
XXXXXXXXXX XX 00000 2 09/25/02 00
1144351696 05 11/01/02 0
1144351696 O 10/01/17
0
8226259 074/074 F 350,000.00 ZZ
180 348,744.38 1
5.500 2,859.79 67
5.250 2,859.79
XXXXXXXXX XX 00000 5 09/27/02 00
1144352713 05 12/01/02 0
1144352713 O 11/01/17
0
8226261 074/074 F 332,600.00 ZZ
180 331,456.33 1
6.000 2,806.67 64
5.750 2,806.67
XXXXXX XX 00000 2 10/09/02 00
TO BE ASSIGNED 05 12/01/02 0
1144357036 O 11/01/17
0
8226263 074/074 F 373,100.00 T
180 371,761.50 1
5.500 3,048.54 50
5.250 3,048.54
XXXXXXXXXXX XXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
1144360052 O 11/01/17
0
1
8226265 074/074 F 399,000.00 ZZ
180 397,642.57 1
6.125 3,393.99 80
5.875 3,393.99
XXXXXXXXXX XXX XX 00000 2 10/11/02 00
1161277670 05 12/01/02 0
1161277670 O 11/01/17
0
8226267 074/074 F 435,000.00 ZZ
180 431,969.04 1
5.875 3,641.47 63
5.625 3,641.47
XXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1163031659 O 10/01/17
0
8226269 074/074 F 355,000.00 ZZ
180 352,552.52 1
6.000 2,995.69 65
5.750 2,995.69
XXXXXXXXXXX XXX XX 00000 2 09/25/02 00
0000000000 05 11/01/02 0
0000000000 O 10/01/17
0
8226271 074/074 F 328,326.00 ZZ
180 326,062.42 1
6.000 2,770.60 75
5.750 2,770.60
XXXXXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1167001343 O 10/01/17
0
8226273 074/074 F 386,000.00 ZZ
180 383,366.90 1
6.125 3,283.41 55
5.875 3,283.41
XXXXXXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1172253403 O 10/01/17
0
8226277 074/074 F 350,000.00 ZZ
180 348,731.08 1
5.375 2,836.63 41
5.125 2,836.63
1
XXXXXX XX 00000 1 10/15/02 00
TO BE ASSIGNED 03 12/01/02 0
1175122558 O 11/01/17
0
8226279 074/074 F 465,000.00 ZZ
180 463,401.07 1
6.000 3,923.93 71
5.750 3,923.93
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1175153052 05 12/01/02 0
1175153052 O 11/01/17
0
8226281 074/074 F 405,000.00 ZZ
180 403,607.38 1
6.000 3,417.62 64
5.750 3,417.62
XXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
1175157905 O 11/01/17
0
8226283 074/074 F 825,000.00 ZZ
180 822,163.18 1
6.000 6,961.82 75
5.750 6,961.82
XXXXXXXXXXXX XX 00000 1 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
1175158715 O 11/01/17
0
8226285 074/074 F 426,000.00 ZZ
120 423,400.53 1
6.000 4,729.47 45
5.750 4,729.47
XXXX XXXX XX 00000 5 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
1175160513 O 11/01/12
0
8226287 074/074 F 475,000.00 ZZ
180 473,366.68 1
6.000 4,008.32 66
5.750 4,008.32
XXXXXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 03 12/01/02 0
1181170599 O 11/01/17
0
1
8226289 074/074 F 355,000.00 ZZ
180 352,526.46 1
5.875 2,971.77 67
5.625 2,971.77
XXXXXXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1181173258 O 10/01/17
0
8226291 074/074 F 625,000.00 ZZ
180 622,804.73 1
5.750 5,190.06 53
5.500 5,190.06
XXXXXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1203114523 O 11/01/17
0
8226293 074/074 F 520,300.00 ZZ
180 518,491.77 1
5.875 4,355.53 65
5.625 4,355.53
XXXXXXXX XXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
1204066980 O 11/01/17
0
8226295 074/074 F 400,000.00 ZZ
180 395,896.63 1
6.125 3,402.50 16
5.875 3,402.50
XX XXXXX XX 00000 1 08/05/02 00
TO BE ASSIGNED 05 10/01/02 0
1076031580 O 09/01/17
0
8226297 074/074 F 590,500.00 ZZ
180 586,428.91 1
6.000 4,982.97 35
5.750 4,982.97
XXXXXX XXXX XX 00000 5 09/19/02 00
1101407551 05 11/01/02 0
1101407551 O 10/01/17
0
8226299 074/074 F 474,000.00 ZZ
180 472,335.11 1
1
5.750 3,936.14 71
5.500 3,936.14
XXXXXXXXX XX 00000 2 10/03/02 00
1101425553 03 12/01/02 0
1101425553 O 11/01/17
0
8226303 074/074 F 358,000.00 ZZ
180 355,557.89 1
6.125 3,045.24 66
5.875 3,045.24
XXXXXXXX XX 00000 2 09/24/02 00
1101432887 05 11/01/02 0
1101432887 O 10/01/17
0
8226305 074/074 F 440,100.00 ZZ
180 434,253.26 1
6.500 3,833.74 69
6.250 3,833.74
XXXXXXXXX XX 00000 2 07/25/02 00
TO BE ASSIGNED 05 09/01/02 0
1113353212 O 08/01/17
0
8226307 074/074 F 392,000.00 ZZ
180 389,239.65 1
5.750 3,255.21 47
5.500 3,255.21
XXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 05 11/01/02 0
1113375521 O 10/01/17
0
8226309 074/074 F 360,000.00 ZZ
180 357,440.72 1
5.750 2,989.48 80
5.500 2,989.48
XXXXXXX XX 00000 5 09/24/02 00
1101456761 05 11/01/02 0
1101456761 O 10/01/17
0
8226313 074/074 F 328,000.00 ZZ
180 325,738.66 1
6.000 2,767.85 73
5.750 2,767.85
XXXXXX XX 00000 2 09/26/02 00
1101457549 05 11/01/02 0
1
1101457549 O 10/01/17
0
8226317 074/074 F 401,250.00 ZZ
180 395,919.36 1
6.500 3,495.32 52
6.250 3,495.32
XXX XXXX XX 00000 1 07/18/02 00
1111606420 06 09/01/02 0
1111606420 O 08/01/17
0
8226319 074/074 F 428,000.00 ZZ
180 422,313.99 1
6.500 3,728.34 62
6.250 3,728.34
XXXXXXXX XX 00000 2 07/16/02 00
1111606554 05 09/01/02 0
1111606554 O 08/01/17
0
8226321 074/074 F 350,000.00 ZZ
180 345,200.48 1
6.125 2,977.19 37
5.875 2,977.19
XXXXXXXXX XX 00000 5 07/26/02 00
0000000000 05 09/01/02 0
0000000000 O 08/01/17
0
8226323 074/074 F 328,500.00 ZZ
180 325,338.80 1
6.875 2,929.75 72
6.625 2,929.75
XXXXX XXXXX XX 00000 5 07/30/02 00
1111609213 05 10/01/02 0
1111609213 O 09/01/17
0
8226325 074/074 F 1,000,000.00 ZZ
180 986,714.89 1
6.500 8,711.08 35
6.250 8,711.08
XXX XXXX XX 00000 5 07/17/02 00
1111612728 08 09/01/02 0
1111612728 O 08/01/17
0
1
8226329 074/074 F 450,000.00 T
180 446,995.03 1
6.375 3,889.13 63
6.125 3,889.13
XXX XXXX XX 00000 1 09/24/02 00
1111620679 06 11/01/02 0
1111620679 O 10/01/17
0
8226331 074/074 F 340,000.00 ZZ
180 337,680.67 1
6.125 2,892.13 33
5.875 2,892.13
XXX XXXX XX 00000 2 09/13/02 00
1111633025 10 11/01/02 0
1111633025 O 10/01/17
0
8226337 074/074 F 500,000.00 ZZ
180 498,262.32 1
5.875 4,185.60 59
5.625 4,185.60
XXX XXXXXX XX 00000 1 10/03/02 00
1111637820 05 12/01/02 0
1111637820 O 11/01/17
0
8226339 074/074 F 382,000.00 ZZ
180 380,672.41 1
5.875 3,197.80 53
5.625 3,197.80
XXXXXXXXX XX 00000 2 10/11/02 00
1111646344 05 12/01/02 0
1111646344 O 11/01/17
0
8226341 074/074 F 557,000.00 ZZ
180 555,043.57 1
5.750 4,625.39 54
5.500 4,625.39
XXX XXXX XX 00000 2 10/07/02 00
1111647595 10 12/01/02 0
1111647595 O 11/01/17
0
8226343 074/074 F 535,000.00 ZZ
180 533,179.88 1
6.125 4,550.85 39
5.875 4,550.85
1
XXX XXXX XX 00000 5 10/02/02 00
1111654386 06 12/01/02 0
1111654386 O 11/01/17
0
8226345 074/074 F 337,500.00 ZZ
180 336,314.55 1
5.750 2,802.64 90
5.500 2,802.64
XXXXXXXX XX 00000 1 10/03/02 14
1111656938 05 12/01/02 12
1111656938 O 11/01/17
0
8226347 074/074 F 765,000.00 ZZ
180 762,369.49 1
6.000 6,455.51 60
5.750 6,455.51
XXX XXXX XX 00000 1 10/09/02 00
1111660630 10 12/01/02 0
1111660630 O 11/01/17
0
8226349 074/074 F 462,000.00 ZZ
180 444,602.89 1
5.250 3,713.92 31
5.000 3,713.92
XXX XXXXXX XX 00000 2 09/20/02 00
0000000000 05 11/01/02 0
0000000000 O 10/01/17
0
8226351 074/074 F 385,000.00 ZZ
180 382,226.53 1
5.625 3,171.37 65
5.375 3,171.37
XXXXXX XX 00000 2 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1114957205 O 10/01/17
0
8226353 074/074 F 326,000.00 ZZ
180 323,680.09 1
5.625 2,685.37 33
5.375 2,685.37
XX XXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
1114969088 O 10/01/17
0
1
8226355 074/074 F 358,000.00 ZZ
180 355,425.46 1
5.500 2,925.16 44
5.250 2,925.16
XXXXXXX XX 00000 2 09/26/02 00
TO BE ASSIGNED 05 11/01/02 0
1114978840 O 10/01/17
0
8226357 074/074 F 538,000.00 ZZ
180 536,028.89 1
5.250 4,324.86 74
5.000 4,324.86
XXXXXX XXXX XX 00000 2 10/09/02 00
1115757314 05 12/01/02 0
1115757314 O 11/01/17
0
8226359 074/074 F 815,000.00 ZZ
180 812,197.57 1
6.000 6,877.43 66
5.750 6,877.43
XXXXXXXX XX 00000 5 10/16/02 00
1116090914 05 12/01/02 0
1116090914 O 11/01/17
0
8226361 074/074 F 557,500.00 ZZ
180 555,603.34 1
6.125 4,742.23 35
5.875 4,742.23
XXXXXXXX XX 00000 5 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1120051665 O 11/01/17
0
8226363 074/074 F 652,500.00 ZZ
180 650,280.14 1
6.125 5,550.33 75
5.875 5,550.33
XXXXXXXXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1120054302 O 11/01/17
0
8226365 074/074 F 339,000.00 ZZ
180 337,846.69 1
1
6.125 2,883.62 75
5.875 2,883.62
XXXXXXXXX XXXXX XX 00000 5 10/07/02 00
1120059882 05 12/01/02 0
1120059882 O 11/01/17
0
8226367 074/074 F 393,015.00 ZZ
180 391,692.15 1
6.250 3,369.80 44
6.000 3,369.80
XXXXXX XXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1126117642 O 11/01/17
0
8226371 074/074 F 419,900.00 ZZ
180 418,440.70 1
5.875 3,515.06 50
5.625 3,515.06
XXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
1126129710 O 11/01/17
0
8226373 074/074 F 620,000.00 ZZ
180 617,890.70 1
6.125 5,273.88 71
5.875 5,273.88
XXX XXXXXXX XX 00000 2 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
1126129925 O 11/01/17
0
8226375 074/074 F 350,000.00 ZZ
180 337,070.09 1
6.750 3,097.18 51
6.500 3,097.18
COLD SPRING XXX XX 00000 5 01/28/02 00
1134063028 05 04/01/02 0
1134063028 O 03/01/17
0
8226377 074/074 F 357,500.00 ZZ
180 355,213.02 1
5.750 2,968.72 58
5.500 2,968.72
XXXXXX XX 00000 5 10/10/02 00
1134092092 05 12/01/02 0
1
1134092092 O 11/01/17
0
8226383 074/074 F 510,000.00 ZZ
180 506,594.37 1
6.375 4,407.68 40
6.125 4,407.68
XX XXXXX XX 00000 2 09/25/02 00
1134112644 05 11/01/02 0
1134112644 O 10/01/17
0
8226385 074/074 F 506,250.00 T
180 504,564.18 1
6.375 4,375.27 75
6.125 4,375.27
XXXXXXX XXXXXXX XX 00000 1 10/02/02 00
1134126569 05 12/01/02 0
1134126569 O 11/01/17
0
8226387 074/074 F 333,000.00 ZZ
180 329,002.64 1
6.250 2,855.22 52
6.000 2,855.22
XXXXXXXXX XX 00000 2 08/19/02 00
1134131558 01 10/01/02 0
1134131558 O 09/01/17
0
8226389 074/074 F 394,000.00 ZZ
180 390,278.63 1
6.000 3,324.80 78
5.750 3,324.80
XXXXXXXXXXX XX 00000 2 09/25/02 00
1134131591 05 11/01/02 0
1134131591 O 10/01/17
0
8226393 074/074 F 450,000.00 T
180 446,897.54 1
6.000 3,797.36 46
5.750 3,797.36
XXXX XXXXXX XX 00000 2 09/05/02 00
1134132299 05 11/01/02 0
1134132299 O 10/01/17
0
1
8226395 074/074 F 400,000.00 ZZ
180 398,639.17 1
6.125 3,402.50 25
5.875 3,402.50
XXX XXXXXXXX XX 00000 2 10/11/02 00
1134133870 05 12/01/02 0
1134133870 O 11/01/17
0
8226399 074/074 F 593,000.00 ZZ
180 590,982.56 1
6.125 5,044.21 53
5.875 5,044.21
XXXXXX XX 00000 2 10/15/02 00
1134136416 05 12/01/02 0
1134136416 O 11/01/17
0
8226401 074/074 F 987,000.00 ZZ
180 983,533.23 1
5.750 8,196.15 31
5.500 8,196.15
XXXXXX XX 00000 2 10/16/02 00
1134143397 05 12/01/02 0
1134143397 O 11/01/17
0
8226403 074/074 F 414,800.00 ZZ
180 410,678.20 1
6.500 3,613.35 70
6.250 3,613.35
XXXXXXXXX XX 00000 2 08/02/02 00
1135047231 05 10/01/02 0
1135047231 O 09/01/17
0
8226407 074/074 F 405,000.00 ZZ
180 403,562.33 1
5.625 3,336.11 70
5.375 3,336.11
XXXXXX XX 00000 2 10/09/02 00
1135060524 05 12/01/02 0
1135060524 O 11/01/17
0
8226411 074/074 F 590,000.00 T
180 587,905.61 1
5.625 4,860.02 22
5.375 4,860.02
1
XXXXXXXXXXX XX 00000 2 10/18/02 00
1135062202 05 12/01/02 0
1135062202 O 11/01/17
0
8226413 074/074 F 325,000.00 ZZ
180 323,834.06 1
5.500 2,655.52 77
5.250 2,655.52
XXXXXXXX XX 00000 5 09/30/02 00
1135064718 05 12/01/02 0
1135064718 O 11/01/17
0
8226415 074/074 F 520,000.00 ZZ
180 507,583.57 1
6.250 4,458.60 58
6.000 4,458.60
XXXXXXXXXXXXX XX 00000 2 08/05/02 00
1135066622 05 10/01/02 0
1135066622 O 09/01/17
0
8226417 074/074 F 785,000.00 ZZ
180 782,183.81 1
5.500 6,414.11 50
5.250 6,414.11
XXX XX 00000 1 10/18/02 00
1135074755 05 12/01/02 0
1135074755 O 11/01/17
0
8226419 074/074 F 400,000.00 ZZ
180 386,908.50 1
6.875 3,567.42 67
6.625 3,567.42
XXXXXXX XX 00000 5 01/04/02 00
1136067290 05 03/01/02 0
1136067290 O 02/01/17
0
8226421 074/074 F 495,000.00 ZZ
180 493,315.97 1
6.125 4,210.59 63
5.875 4,210.59
XX XXXXX XX 00000 5 10/04/02 00
1136135254 05 12/01/02 0
1136135254 O 11/01/17
0
1
8226425 074/074 F 550,000.00 ZZ
180 548,068.16 1
5.750 4,567.26 61
5.500 4,567.26
XXXXXX XXXXXXX XX 00000 1 10/04/02 00
0000000000 05 12/01/02 0
0000000000 O 11/01/17
0
8226427 074/074 F 565,000.00 ZZ
180 561,104.71 1
6.000 4,767.79 69
5.750 4,767.79
XXXXXXXXX XX 00000 5 09/24/02 00
1136169686 05 11/01/02 0
1136169686 O 10/01/17
0
8226429 074/074 F 404,000.00 ZZ
180 402,610.82 1
6.000 3,409.18 80
5.750 3,409.18
XXXXX XXXXXXX XX 00000 1 10/07/02 00
1136169915 05 12/01/02 0
1136169915 O 11/01/17
0
8226433 074/074 F 339,000.00 ZZ
180 337,796.61 1
5.625 2,792.45 65
5.375 2,792.45
XXXXXXXXX XX 00000 5 10/04/02 00
1136175372 05 12/01/02 0
1136175372 O 11/01/17
0
8226437 074/074 F 760,000.00 ZZ
180 754,704.53 1
5.875 6,362.10 47
5.625 6,362.10
XXXXX XXXX XX 00000 2 09/25/02 00
1136193148 05 11/01/02 0
1136193148 O 10/01/17
0
8226439 074/074 F 493,000.00 T
180 489,564.93 1
1
5.875 4,126.99 50
5.625 4,126.99
XXXXX XX 00000 2 09/25/02 00
1136193159 05 11/01/02 0
1136193159 O 10/01/17
0
8226441 074/074 F 475,000.00 ZZ
180 465,181.50 1
5.625 3,912.73 71
5.375 3,912.73
XXXXXX XXXXXX XX 00000 5 09/25/02 00
1136193308 05 11/01/02 0
1136193308 O 10/01/17
0
8226443 074/074 F 380,000.00 ZZ
180 376,101.77 1
6.125 3,232.38 75
5.875 3,232.38
XXX XXXX XXXX XX 00000 5 08/13/02 00
1137072740 05 10/01/02 0
1137072740 O 09/01/17
0
8226445 074/074 F 65,000.00 ZZ
180 64,556.59 1
6.125 552.91 49
5.875 552.91
XXX XXXXXXX XX 00000 5 09/25/02 00
0000000000 10 11/01/02 0
0000000000 O 10/01/17
0
8226447 074/074 F 175,000.00 ZZ
180 158,729.68 2
6.125 1,488.59 50
5.875 1,488.59
XXXXX XX 00000 1 09/12/02 00
1137116470 05 11/01/02 0
1137116470 N 10/01/17
0
8226449 074/074 F 500,000.00 ZZ
180 498,298.95 1
6.125 4,253.13 44
5.875 4,253.13
XXXXXXXX XX 00000 2 10/02/02 00
0000000000 10 12/01/02 0
1
0000000000 O 11/01/17
0
8226453 074/074 F 930,000.00 ZZ
180 923,588.27 1
6.000 7,847.87 50
5.750 7,847.87
XXXXXXXX XX 00000 2 09/20/02 00
1137165487 05 11/01/02 0
1137165487 O 10/01/17
0
8226455 074/074 F 675,000.00 ZZ
180 670,245.91 1
6.375 5,833.69 75
6.125 5,833.69
XXXXXXXX XX 00000 1 09/30/02 00
1137165749 05 11/01/02 0
1137165749 O 10/01/17
0
8226459 074/074 F 326,000.00 ZZ
120 324,010.73 1
6.000 3,619.27 55
5.750 3,619.27
XXXXXXX XX 00000 2 10/10/02 00
TO BE ASSIGNED 03 12/01/02 0
1521114440 O 11/01/12
0
8226463 074/074 F 793,375.00 ZZ
180 790,588.32 1
5.750 6,588.27 38
5.500 6,588.27
XXXXXXX XX 00000 2 10/14/02 00
TO BE ASSIGNED 05 12/01/02 0
1521114677 O 11/01/17
0
8226491 074/074 F 361,635.00 ZZ
180 360,391.50 1
6.000 3,051.68 66
5.750 3,051.68
XXXXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
1521115727 O 11/01/17
0
1
8226493 074/074 F 373,300.00 ZZ
180 372,002.65 1
5.875 3,124.96 74
5.625 3,124.96
XXXXXXX XX 00000 2 10/22/02 00
TO BE ASSIGNED 03 12/01/02 0
1521115782 O 11/01/17
0
8226495 074/074 F 476,700.00 ZZ
180 475,060.83 1
6.000 4,022.67 80
5.750 4,022.67
XXXXXXXXXX XXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
0000000000 O 11/01/17
0
8226497 074/074 F 380,000.00 ZZ
180 378,679.37 1
5.875 3,181.05 68
5.625 3,181.05
XXXX XXXXX XX 00000 2 10/24/02 00
TO BE ASSIGNED 03 12/01/02 0
1524111256 O 11/01/17
0
8226501 074/074 F 476,700.00 ZZ
180 473,413.46 1
6.000 4,022.67 77
5.750 4,022.67
XXXXXXXX XXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
0000000000 O 10/01/17
0
8226503 074/074 F 477,600.00 ZZ
180 475,957.74 1
6.000 4,030.26 71
5.750 4,030.26
XXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 03 12/01/02 0
1524118528 O 11/01/17
0
8226507 074/074 F 486,610.00 ZZ
180 484,882.62 1
5.625 4,008.36 67
5.375 4,008.36
1
XXXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
1524122897 O 11/01/17
0
8226509 074/074 F 57,950.00 ZZ
180 57,380.26 3
6.625 508.80 95
6.375 508.80
XXX XXXXXXX XX 00000 1 08/29/02 14
TO BE ASSIGNED 05 10/01/02 25
1526149840 O 09/01/17
0
8226511 074/074 F 484,200.00 ZZ
120 481,138.46 1
5.625 5,284.88 64
5.375 5,284.88
XXX XXXXXXX XX 00000 2 10/03/02 00
TO BE ASSIGNED 03 12/01/02 0
1526154704 O 11/01/12
0
8226515 074/074 F 315,380.00 ZZ
180 314,245.76 1
5.500 2,576.92 64
5.250 2,576.92
XXXXX XXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1526156368 O 11/01/17
0
8226517 074/074 F 583,000.00 ZZ
180 578,980.60 1
6.000 4,919.69 49
5.750 4,919.69
XXX XXXXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1526159173 O 10/01/17
0
8226519 074/074 F 699,250.00 ZZ
180 694,429.14 1
6.000 5,900.67 69
5.750 5,900.67
XXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
1526159184 O 10/01/17
0
1
8226521 074/074 F 718,250.00 ZZ
180 713,245.44 1
5.875 6,012.60 65
5.625 6,012.60
XXX XXXXXXXXX XX 00000 1 09/23/02 00
TO BE ASSIGNED 03 11/01/02 0
1532111069 O 10/01/17
0
8226523 074/074 F 360,800.00 ZZ
180 358,286.06 1
5.875 3,020.32 79
5.625 3,020.32
XXX XXXXXXXXX XX 00000 2 09/27/02 00
TO BE ASSIGNED 03 11/01/02 0
1532111987 O 10/01/17
0
8226527 074/074 F 500,000.00 ZZ
180 498,262.33 1
5.875 4,185.59 72
5.625 4,185.59
XXX XXXXXXXXX XX 00000 2 10/18/02 00
TO BE ASSIGNED 03 12/01/02 0
1532112662 O 11/01/17
0
8226531 074/074 F 425,680.00 ZZ
180 424,184.83 1
5.750 3,534.89 80
5.500 3,534.89
XXXXX XX 00000 5 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
1532114420 O 11/01/17
0
8226533 074/074 F 440,150.00 ZZ
180 438,587.54 1
5.625 3,625.66 74
5.375 3,625.66
XXXXXXXXX XX 00000 2 10/02/02 00
TO BE ASSIGNED 03 12/01/02 0
1532115762 O 11/01/17
0
8226535 074/074 F 484,500.00 ZZ
180 482,780.11 1
1
5.625 3,990.98 80
5.375 3,990.98
XXXX XX 00000 2 10/15/02 00
TO BE ASSIGNED 03 12/01/02 0
1532117291 O 11/01/17
0
8226539 074/074 F 466,000.00 ZZ
120 463,078.51 1
5.500 5,057.32 65
5.250 5,057.32
XXXXXXX XX 00000 2 10/31/02 00
TO BE ASSIGNED 03 12/01/02 0
1532121018 O 11/01/12
0
8226541 074/074 F 818,000.00 ZZ
180 807,017.09 1
6.375 7,069.57 75
6.125 7,069.57
XXXXX XX 00000 2 07/19/02 00
TO BE ASSIGNED 05 09/01/02 0
1533439861 O 08/01/17
0
8226543 074/074 F 420,000.00 ZZ
180 417,073.55 1
5.875 3,515.90 77
5.625 3,515.90
XXXXXX XXXXX XX 00000 2 09/19/02 00
TO BE ASSIGNED 05 11/01/02 0
1533468928 O 10/01/17
0
8226545 074/074 F 385,000.00 ZZ
180 383,647.71 1
5.750 3,197.08 80
5.500 3,197.08
XXXXXX XXXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
1533476493 O 11/01/17
0
8226547 074/074 F 440,000.00 ZZ
180 436,934.19 1
5.875 3,683.33 80
5.625 3,683.33
XXXXXXX XX 00000 5 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
1
1533477995 O 10/01/17
0
8226549 074/074 F 540,000.00 ZZ
180 538,103.28 1
5.750 4,484.22 74
5.500 4,484.22
XXXXX XXXXXXXXX XX 00000 5 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1533480606 O 11/01/17
0
8226551 074/074 F 387,000.00 ZZ
180 384,360.06 1
6.125 3,291.92 36
5.875 3,291.92
XXXXX XX 00000 2 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
1533486330 O 10/01/17
0
8226553 074/074 F 380,000.00 ZZ
180 378,693.34 1
6.000 3,206.66 63
5.750 3,206.66
PONTE VEDRA XXX XX 00000 5 10/02/02 00
TO BE ASSIGNED 03 12/01/02 0
1533489917 O 11/01/17
0
8226555 074/074 F 620,000.00 ZZ
180 617,868.08 1
6.000 5,231.92 63
5.750 5,231.92
XXXXXXX XXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 01 12/01/02 0
1533491726 O 11/01/17
0
8226557 074/074 F 862,500.00 ZZ
180 859,596.91 1
6.250 7,395.28 75
6.000 7,395.28
XXXXXX XXXXX XX 00000 5 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
1533492638 O 11/01/17
0
1
8226559 074/074 F 475,000.00 ZZ
180 473,331.59 1
5.750 3,944.45 46
5.500 3,944.45
XXXXX XXXXXXXXX XX 00000 5 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
1533496082 O 11/01/17
0
8226561 074/074 F 479,300.00 ZZ
180 477,634.26 1
5.875 4,012.31 69
5.625 4,012.31
XXXXXXX XX 00000 5 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
1533497802 O 11/01/17
0
8226563 074/074 F 332,000.00 ZZ
120 329,946.49 1
5.750 3,644.34 40
5.500 3,644.34
XXXXXXX XX 00000 2 10/01/02 00
TO BE ASSIGNED 03 12/01/02 0
1539263258 O 11/01/12
0
8226565 074/074 F 486,000.00 ZZ
180 482,684.74 2
6.125 4,134.04 56
5.875 4,134.04
XXX XXXXXXXXX XX 00000 5 09/13/02 00
TO BE ASSIGNED 05 11/01/02 0
1561718284 O 10/01/17
0
8226569 074/074 F 450,000.00 ZZ
180 448,452.64 1
6.000 3,797.36 44
5.750 3,797.36
XXXXXXXXXX XX 00000 2 10/12/02 00
TO BE ASSIGNED 05 12/01/02 0
1561740556 O 11/01/17
0
8226573 074/074 F 524,000.00 ZZ
180 522,178.91 1
5.875 4,386.51 50
5.625 4,386.51
1
XXXXXXXXX XX 00000 5 10/04/02 00
TO BE ASSIGNED 05 12/01/02 0
1561731227 O 11/01/17
0
8253999 736/M32 F 329,000.00 ZZ
180 324,488.45 1
6.125 2,798.56 83
5.875 2,798.56
XXXXXX XX 00000 2 07/12/02 01
TO BE ASSIGNED 05 09/01/02 12
0080240476 O 08/01/17
0
8254013 736/M32 F 176,000.00 ZZ
180 175,039.98 1
6.000 1,485.19 80
5.750 1,485.19
XXXXX XXXXX XXX XX 00000 5 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0080637460 O 11/01/17
0
8254029 736/M32 F 385,000.00 ZZ
180 383,647.71 1
5.750 3,197.08 79
5.500 3,197.08
XXXXXXXX XX 00000 5 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0080646064 O 11/01/17
0
8254047 736/M32 F 380,000.00 ZZ
180 378,644.91 1
5.750 3,155.56 60
5.500 3,155.56
XXXXXXXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
0107045841 O 11/01/17
0
1
TOTAL NUMBER OF LOANS : 451
TOTAL ORIGINAL BALANCE : 211,469,194.67
TOTAL PRINCIPAL BALANCE : 209,389,729.32
TOTAL ORIGINAL P+I : 1,797,006.24
TOTAL CURRENT P+I : 1,797,006.24
***************************
* END OF REPORT *
***************************
F-1-1
EXHIBIT F-2
GROUP II LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.58.33 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 30 YR CUTOFF : 12/01/02
POOL : 0004650
:
:
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
-----------------------------------------------------------------------------
4129579 .5000
906.23 .0300
8.5000 .0000
8.0000 .0000
7.9700 .0000
6.0000 1.9700
4690161 .5000
48,923.23 .0300
7.9900 .0000
7.4900 .0000
7.4600 .0000
6.0000 1.4600
4690163 .5000
45,206.33 .0300
8.9900 .0000
8.4900 .0000
8.4600 .0000
6.0000 2.4600
4690170 .5000
103,128.04 .0300
8.9900 .0000
8.4900 .0000
8.4600 .0000
6.0000 2.4600
4690367 .5000
29,858.28 .0300
9.1500 .0000
8.6500 .0000
8.6200 .0000
6.0000 2.6200
4690402 .5000
35,962.99 .0300
11.2500 .0000
10.7500 .0000
10.7200 .0000
6.0000 4.7200
1
5105844 .3750
156,502.36 .0300
6.7500 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
5123571 .2500
19,701.36 .0300
11.0000 .0000
10.7500 .0000
10.7200 .0000
6.0000 4.7200
5182741 .2500
131,835.69 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
5698211 .2500
860,859.62 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
6.0000 1.7200
5698645 .2500
64,901.29 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
5698729 .2500
69,684.16 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
6092648 .2500
144,726.02 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.0000 .9700
6911309 .2500
44,476.81 .0300
12.3750 .0000
12.1250 .0000
12.0950 .0000
6.0000 6.0950
1
6911329 .2500
490,426.64 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6911331 .2500
289,533.64 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6911345 .2500
273,393.83 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
6911347 .2500
350,135.33 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
6911361 .2500
468,481.96 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.0000 .9700
6911439 .2500
394,266.10 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6911471 .2500
277,011.22 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6911479 .2500
335,081.43 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.0000 .2200
1
6911487 .2500
336,288.93 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
6911491 .2500
280,833.66 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6911495 .2500
281,584.72 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6911497 .2500
323,883.87 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6911501 .2500
380,048.09 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6911503 .2500
333,402.56 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
6926002 .2500
47,763.95 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6926014 .2500
61,905.15 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
1
6926030 .2500
61,695.45 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
6926118 .2500
44,455.87 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
6926152 .2500
102,931.72 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
6926182 .2500
115,379.83 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6926246 .2500
46,718.49 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
6926258 .2500
56,839.72 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
6926274 .2500
59,719.57 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
6926298 .2500
54,226.56 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
1
6926326 .2500
41,230.02 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6926330 .2500
84,455.80 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
6926364 .2500
41,684.32 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6926456 .2500
49,158.54 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6926466 .2500
105,304.55 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
6926472 .2500
34,169.58 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
6926526 .2500
48,161.80 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6926530 .2500
33,236.08 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
1
6926608 .2500
79,883.79 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6926628 .2500
58,750.79 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
6926634 .2500
46,964.17 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
6926760 .2500
24,913.08 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
6926762 .2500
47,621.26 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6926788 .2500
43,598.44 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
6926842 .2500
72,875.58 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
6926880 .2500
81,430.29 .0300
5.3750 .0000
5.1250 .0000
5.0950 .0000
5.0950 .0000
1
6926884 .2500
65,665.11 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
6926886 .2500
89,183.66 .0300
5.3750 .0000
5.1250 .0000
5.0950 .0000
5.0950 .0000
6926906 .2500
33,832.68 .0300
5.3750 .0000
5.1250 .0000
5.0950 .0000
5.0950 .0000
6926924 .2500
49,785.99 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
6926936 .2500
47,684.08 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
6926940 .2500
54,880.19 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
6927016 .2500
47,640.49 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
6927040 .2500
51,723.69 .0300
6.8300 .0000
6.5800 .0000
6.5500 .0000
6.0000 .5500
1
6927054 .2500
47,832.80 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
6927104 .2500
73,718.20 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
6927112 .2500
47,752.11 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
6927182 .2500
63,597.54 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
6959981 .2500
453,024.84 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
6959983 .2500
507,409.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
6959989 .2500
270,983.81 .0300
7.0000 .0000
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341,818.25 .0300
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1
7046347 .2500
297,286.36 .0300
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7087886 .2500
271,934.50 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
6.0000 2.2200
7088066 .2500
101,824.70 .0300
10.8750 .0000
10.6250 .0000
10.5950 .0000
6.0000 4.5950
7088206 .2500
114,436.85 .0300
6.8750 .0000
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6.0000 .5950
7088916 .2500
47,066.14 .0300
6.8750 .0000
6.6250 .0000
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7089144 .2500
157,615.65 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
7089206 .3750
93,393.18 .0300
7.7500 .0000
7.3750 .0000
7.3450 .0000
6.0000 1.3450
7089290 .2500
147,056.33 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
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1
7089418 .2500
48,439.33 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
7089482 .2500
48,944.97 .0300
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8.1250 .0000
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6.0000 2.0950
7089518 .2500
271,799.47 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
7367011 .8500
59,189.96 .0300
6.8750 .0000
6.0250 .0000
5.9950 .0000
5.9950 .0000
7367013 .8500
197,932.35 .0300
7.2500 .0000
6.4000 .0000
6.3700 .0000
6.0000 .3700
7367015 .2500
67,913.92 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
6.0000 1.8450
7367033 .2500
122,452.80 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
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7384245 .8500
38,591.14 .0300
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6.0000 1.4950
1
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975,000.00 .0300
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344,690.33 .0300
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6.6250 .0000
6.5950 .0000
6.0000 .5950
7493009 .2500
991,387.38 .0300
7.8750 .0000
7.6250 .0000
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6.0000 1.5950
7493015 .2500
2,975,832.14 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
6.0000 2.4700
7493017 .2500
1,484,602.42 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
7493019 .2500
369,155.17 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.0000 1.2200
7493031 .2500
907,867.93 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
1
7493043 .2500
549,721.63 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
7493049 .2500
992,807.09 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.0000 .9700
7493063 .2500
496,820.54 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.0000 1.5950
7638073 .2500
300,158.05 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
7638079 .2500
316,706.75 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.0000 .9700
7664709 .2500
346,720.94 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.0000 .8450
7664711 .2500
367,692.56 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
7664721 .2500
315,868.05 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
1
7664733 .2500
417,172.50 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
7664735 .2500
522,159.57 .0300
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6.8750 .0000
6.8450 .0000
6.0000 .8450
7693106 .2500
257,385.27 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.0000 1.5950
7693114 .2500
291,112.61 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
7693124 .2500
396,534.77 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
6.0000 2.3450
7693130 .2500
301,611.97 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
6.0000 1.0950
7693138 .2500
371,098.08 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
7693146 .2500
1,089,506.41 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
6.0000 1.4700
1
7693166 .2500
588,481.44 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
7693192 .2500
911,468.26 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
6.0000 1.5950
7693194 .2500
495,788.26 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
6.0000 1.2200
7704465 .2500
110,000.07 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
7920225 .2500
397,071.93 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
8074631 .2500
368,059.87 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8074635 .2500
360,960.98 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
8074641 .2500
455,816.67 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
1
8074643 .2500
393,496.87 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
6.0000 1.3450
8144841 .2500
499,093.52 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.0000 .2200
8144919 .2500
463,069.94 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
8145155 .2500
438,146.36 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
8218941 .2500
359,658.42 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
8218943 .2500
434,216.56 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
8218949 .2500
405,281.62 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
8218953 .2500
399,569.10 .0300
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6.0950 .0000
6.0000 .0950
1
8218957 .2500
399,309.28 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8218963 .2500
449,583.22 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
8218965 .2500
372,239.43 .0300
6.5000 .0000
6.2500 .0000
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6.0000 .2200
8218983 .2500
365,153.20 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
8218985 .2500
422,852.20 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
8218987 .2500
320,440.10 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8254003 .2500
559,540.97 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.0000 .7200
8254007 .2500
329,679.26 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
1
8254015 .2500
144,705.65 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8254025 .2500
408,842.58 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8254033 .2500
379,656.47 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.0000 .2200
8254037 .2500
397,149.26 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
8254039 .2500
171,302.94 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8254041 .2500
74,935.43 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8254043 .2500
115,100.81 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.0000 .4700
8254045 .2500
374,635.52 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
1
8254051 .2500
390,737.02 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
8254053 .2500
528,533.27 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.0000 .3450
8254055 .2500
999,051.15 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
8254057 .2500
174,829.91 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.8450 .0000
8254061 .2500
279,740.66 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0000 .0950
8254063 .2500
521,528.10 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.0000 .2200
8254065 .2500
327,724.44 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.0000 .5950
TOTAL NUMBER OF LOANS: 149
TOTAL BALANCE........: 43,784,073.03
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.58.33 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 30 YR FIXED SUMMARY REPORT CUTOFF : 12/01/02
POOL : 0004650
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.1168 5.3750 12.3750
RFC NET RATE 6.8605 5.1250 12.1250
NET MTG RATE(INVSTR RATE) 6.8305 5.0950 12.0950
POST STRIP RATE 5.9794 5.0950 6.0000
SUB SERV FEE .2563 .2500 .8500
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .8511 .0000 6.0950
TOTAL NUMBER OF LOANS: 149
TOTAL BALANCE........: 43,784,073.03
***************************
* END OF REPORT *
***************************
RUN ON : 12/24/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.58.33 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 30 YR CUTOFF : 12/01/02
POOL : 0004650
:
:
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 #
______________________________________________________________________________
4129579 W29/M32 F 9,500.00 ZZ
360 906.23 1
8.500 73.06 100
8.000 73.06
XXXXXXXX XX 00000 1 05/29/74 00
307362074 05 07/01/74 0
0000004793 O 06/01/04
0
4690161 W29/M32 F 55,000.00 ZZ
240 48,923.23 1
7.990 459.70 53
7.490 459.70
XXXXXXXX XX 00000 5 11/07/98 00
307361714 05 12/13/98 0
0000088268 O 11/13/18
0
4690163 W29/M32 F 49,500.00 ZZ
240 45,206.33 1
8.990 445.04 83
8.490 445.05
XXXXXXXXX XX 00000 5 11/08/98 00
307362086 05 12/23/98 0
0000088594 O 11/23/18
0
4690170 W29/M32 F 113,200.00 ZZ
240 103,128.04 1
8.990 1,017.76 65
8.490 1,017.76
XXXXXXXX XXXXXX XX 00000 2 11/23/98 00
307361071 05 12/28/98 0
1
0000000000 O 11/28/18
0
4690367 W29/M32 F 34,500.00 ZZ
240 29,858.28 1
9.150 313.75 75
8.650 313.74
XXXXXXXX XX 00000 5 11/06/97 00
307361948 05 01/01/98 0
0001203683 O 12/01/17
0
4690402 W29/M32 F 36,675.00 ZZ
360 35,962.99 1
11.250 356.22 75
10.750 356.22
XXXXXXXX XX 00000 5 01/12/99 00
307361454 05 03/01/99 0
0002002249 N 02/01/29
0
5105844 F32/J77 F 158,779.70 ZZ
339 156,502.36 1
6.750 1,049.94 84
6.375 1,049.94
XXXX XX 00000 4 09/25/01 23
0010373264 05 11/01/01 0
0055118393 O 01/01/30
0
5123571 B86/G61 F 37,500.00 ZZ
348 19,701.36 1
11.000 358.76 74
10.750 358.76
XXXXXXXXX XXXX XX 00000 4 06/08/79 00
0011783214 05 12/01/79 0
6000613981 O 11/01/08
0
5182741 964/X69 F 137,000.00 ZZ
360 131,835.69 1
7.375 946.23 73
7.125 946.23
XXXXXXXXX XX 00000 5 04/08/99 00
0005182741 27 06/01/99 0
50652 O 05/01/29
1677965915
1
5698211 373/W25 F 876,395.10 ZZ
300 860,859.62 1
8.000 6,764.16 67
7.750 6,764.16
XXXXX XXXXX XX 00000 1 07/02/01 00
0029767275 05 09/01/01 0
10767275 O 08/01/26
0
5698645 373/W25 F 72,000.00 ZZ
360 64,901.29 1
6.625 461.03 80
6.375 461.03
XXXXXXXXXXXX XX 00000 1 08/10/95 00
0029793800 01 10/01/95 0
10793800 O 09/01/25
0
5698729 373/X38 F 74,250.00 ZZ
360 69,684.16 1
5.750 433.31 87
5.500 433.31
XXXXXXXXX XX 00000 1 07/07/98 11
0010799104 05 09/01/98 25
10799104 O 08/01/28
0
6092648 S66/H74 F 150,350.00 ZZ
360 144,726.02 1
7.250 1,025.65 97
7.000 1,025.65
XXXXXXXXX XX 00000 1 05/19/99 01
0010392306 05 07/01/99 35
0050623113 O 06/01/29
0
6911309 005/H74 F 45,150.00 ZZ
360 44,476.81 1
12.375 477.50 70
12.125 477.50
XXXXX XX 00000 5 09/24/99 00
0010407500 03 11/01/99 0
003010864985 O 10/01/29
0
6911329 005/Y15 F 495,900.00 ZZ
360 490,426.64 1
7.000 3,299.24 80
6.750 3,299.24
1
XXXXXX XX 00000 4 11/01/01 00
10407385 03 12/01/01 0
003011149097 O 11/01/31
0
6911331 005/H74 F 292,765.00 ZZ
360 289,533.64 1
7.000 1,947.78 80
6.750 1,947.78
XXXX XX 00000 4 11/01/01 00
0010407393 05 12/01/01 0
003011158528 O 11/01/31
0
6911345 005/Y15 F 382,500.00 ZZ
360 273,393.83 1
7.375 2,641.84 90
7.125 2,641.84
XXXXXXXX XX 00000 1 06/29/01 11
10407211 05 08/01/01 25
003011265158 O 07/01/31
0
6911347 005/Y15 F 354,960.00 ZZ
360 350,135.33 1
7.375 2,451.63 90
7.125 2,451.63
XXXXXX XX 00000 1 06/15/01 12
10407229 03 08/01/01 25
003011286931 O 07/01/31
0
6911361 005/Y15 F 474,000.00 ZZ
360 468,481.96 1
7.250 3,233.52 73
7.000 3,233.52
XXXXXXXXXX XX 00000 5 09/18/01 00
10407609 05 11/01/01 0
003011313099 O 10/01/31
0
6911439 005/Y15 F 404,000.00 ZZ
240 394,266.10 1
7.000 3,132.21 80
6.750 3,132.21
XXXX XXXXX XX 00000 5 11/06/01 00
10407997 05 01/01/02 0
003011375387 O 12/01/21
0
1
6911471 005/H74 F 281,700.00 ZZ
360 277,011.22 1
6.875 1,850.57 90
6.625 1,850.57
XXXXXXXXX XX 00000 1 07/27/01 12
0010407278 05 09/01/01 25
003013027614 O 08/01/31
0
6911479 005/Y15 F 339,200.00 ZZ
360 335,081.43 1
6.500 2,143.98 80
6.250 2,143.98
XXXXXXXXXXX XX 00000 1 10/23/01 00
10408151 05 12/01/01 0
003013032614 O 11/01/31
0
6911487 005/Y15 F 340,000.00 ZZ
360 336,288.93 1
6.625 2,177.06 48
6.375 2,177.06
XXXXXXXX XX 00000 5 11/21/01 00
10408193 03 01/01/02 0
003013035872 O 12/01/31
0
6911491 005/H74 F 284,000.00 ZZ
360 280,833.66 1
6.750 1,842.02 80
6.500 1,842.02
XXXXX XXXX XX 00000 4 11/30/01 00
0010407443 05 01/01/02 0
003017016522 O 12/01/31
0
6911495 005/H74 F 286,400.00 ZZ
360 281,584.72 1
6.875 1,881.45 78
6.625 1,881.45
XXXXXXXXXXX XX 00000 4 05/01/01 00
0010407468 05 06/01/01 0
003017028279 O 05/01/31
0
6911497 005/Y15 F 327,900.00 ZZ
360 323,883.87 1
1
7.000 2,181.53 80
6.750 2,181.53
XXXX XX 00000 4 11/01/01 00
10407476 03 12/01/01 0
003017031851 O 11/01/31
0
6911501 005/Y15 F 384,500.00 ZZ
360 380,048.09 1
6.750 2,493.86 78
6.500 2,493.86
XXXX XXXXX XX 00000 4 11/01/01 23
10407286 05 12/01/01 0
003017035464 O 11/01/31
0
6911503 005/Y15 F 336,582.00 ZZ
360 333,402.56 1
7.375 2,324.69 90
7.125 2,324.69
XXXX XXXX XX 00000 4 12/01/01 11
10407294 05 01/01/02 25
003017046230 O 12/01/31
0
6926002 373/X69 F 49,400.00 ZZ
360 47,763.95 1
6.875 324.53 95
6.625 324.53
XXXXXXXXXXXX XX 00000 1 01/04/00 14
0005990544 09 03/01/00 30
0005990544 O 02/01/30
0
6926014 373/X38 F 63,900.00 ZZ
360 61,905.15 1
7.125 430.51 80
6.875 430.51
XXXXXXXXXXXX XX 00000 1 01/21/00 00
0009069287 05 03/01/00 0
0009069287 O 02/01/30
0
6926030 373/X38 F 63,050.00 ZZ
360 61,695.45 1
7.125 424.78 97
6.875 424.78
XXXXXXXXXX XX 00000 1 10/30/00 14
0010380210 05 12/01/00 30
1
0010380210 O 11/01/30
0
6926118 373/X38 F 48,500.00 ZZ
360 44,455.87 1
6.125 294.70 97
5.875 294.70
XXXXXXXXXXXX XX 00000 1 03/29/99 12
0010805547 05 05/01/99 35
0010805547 O 04/01/29
0
6926152 373/X38 F 107,500.00 ZZ
360 102,931.72 1
5.875 635.91 63
5.625 635.91
XXXXXX XX 00000 1 09/30/99 00
0010808996 05 11/01/99 0
0010808996 O 10/01/29
0
6926182 373/X38 F 120,000.00 ZZ
360 115,379.83 1
6.750 778.32 100
6.500 778.32
XXXXXXXXXX XXXX XX 00000 1 07/28/99 23
0010811255 05 09/01/99 0
0010811255 O 08/01/29
0
6926246 373/X69 F 47,900.00 ZZ
360 46,718.49 1
6.625 306.71 97
6.375 306.71
XXXXXXXXXX XX 00000 1 11/30/00 14
0011557840 05 01/01/01 30
0011557840 O 12/01/30
0
6926258 373/X69 F 58,200.00 ZZ
360 56,839.72 1
6.375 363.10 97
6.125 363.10
XXXXXXXX XX 00000 1 12/19/00 14
0011594587 05 02/01/01 30
0011594587 O 01/01/31
0
1
6926274 373/X38 F 61,100.00 ZZ
360 59,719.57 1
6.125 371.26 97
5.875 371.26
XXXXXXXXXX XX 00000 1 01/25/01 14
0011640943 05 03/01/01 30
0011640943 O 02/01/31
0
6926298 373/X38 F 55,500.00 ZZ
360 54,226.56 1
7.000 369.25 98
6.750 369.25
XXXXXXXXX XX 00000 1 09/29/00 23
0012283453 05 11/01/00 0
0012283453 O 10/01/30
0
6926326 373/X38 F 42,300.00 ZZ
360 41,230.02 1
7.000 281.43 94
6.750 281.43
XXXXXX XX 00000 1 07/31/00 14
0012396750 07 09/01/00 30
0012396750 O 08/01/30
0
6926330 373/X69 F 86,480.00 ZZ
360 84,455.80 1
7.125 582.64 94
6.875 582.64
XXXXX XXXXX XX 00000 1 08/15/00 14
0012454583 05 10/01/00 30
0012454583 O 09/01/30
0
6926364 373/X38 F 42,750.00 ZZ
360 41,684.32 1
7.000 284.42 95
6.750 284.42
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7493019 X68/H74 F 373,500.00 ZZ
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7664711 X76/X76 F 386,000.00 ZZ
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7664721 X76/X76 F 342,650.00 ZZ
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7664733 X76/X76 F 435,000.00 ZZ
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7664735 X76/X76 F 563,000.00 ZZ
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7693124 X68/H74 F 400,000.00 ZZ
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7693130 X68/H74 F 305,000.00 ZZ
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7693146 X68/H74 F 1,100,000.00 ZZ
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7693166 X68/H74 F 596,000.00 ZZ
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7693192 X68/H74 F 920,000.00 T
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7693194 X68/H74 F 500,000.00 ZZ
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7704465 005/H74 F 112,500.00 ZZ
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260000251 05 08/01/02 0
3011495938 O 07/01/22
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8074631 H93/M32 F 438,750.00 ZZ
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8074635 H93/M32 F 378,500.00 ZZ
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270000369 05 08/01/99 25
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8074643 H93/M32 F 425,000.00 ZZ
347 393,496.87 1
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8144841 F28/M32 F 500,000.00 ZZ
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6.500 3,160.34 52
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0003134538 O 10/01/32
0
8144919 F28/M32 F 465,000.00 ZZ
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0190139162 O 11/01/32
0
8218943 X32/X32 F 434,600.00 ZZ
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0190150482 O 11/01/32
0
8218949 X32/X32 F 406,000.00 ZZ
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0190155390 O 10/01/32
0
8218953 X32/X32 F 400,000.00 ZZ
336 399,569.10 1
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0190159814 O 11/01/30
0
8218957 X32/X32 F 400,000.00 ZZ
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0190159996 O 10/01/32
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8218963 X32/X32 F 450,000.00 ZZ
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0190170332 O 11/01/32
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0190185009 O 11/01/32
0
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0190092445 O 02/01/32
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6.750 2,094.97 77
6.500 2,094.97
XXXXXXX XXXXX XX 00000 2 02/14/02 00
TO BE ASSIGNED 05 04/01/02 0
0190117804 O 03/01/32
0
8254003 736/M32 F 560,000.00 ZZ
360 559,540.97 1
7.000 3,725.70 79
6.750 3,725.70
XXXXX XX 00000 5 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
0080421258 O 11/01/32
0
8254007 736/M32 F 330,000.00 ZZ
360 329,679.26 1
1
6.125 2,005.12 46
5.875 2,005.12
XXXXX XXXXXXXXX XX 00000 5 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0080514334 O 11/01/32
0
8254015 736/M32 F 145,000.00 ZZ
360 144,705.65 1
6.000 869.35 57
5.750 869.35
XXX XX 00000 5 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0080641791 O 11/01/32
0
8254025 736/M32 F 409,250.00 ZZ
360 408,842.58 1
6.000 2,453.67 72
5.750 2,453.67
XX XXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
0080645162 O 11/01/32
0
8254033 736/M32 F 380,000.00 ZZ
360 379,656.47 1
6.500 2,401.86 68
6.250 2,401.86
XXXXXXX XX 00000 2 10/24/02 00
TO BE ASSIGNED 05 12/01/02 0
0000000000 O 11/01/32
0
8254037 736/M32 F 398,500.00 ZZ
360 397,149.26 1
6.875 2,617.87 76
6.625 2,617.87
XXXXXX XX 00000 2 07/26/02 00
TO BE ASSIGNED 05 09/01/02 0
0106680259 O 08/01/32
0
8254039 736/M32 F 171,900.00 ZZ
360 171,302.94 1
6.750 1,114.95 64
6.500 1,114.95
XXXXXX XXXX XX 00000 1 07/09/02 00
TO BE ASSIGNED 01 09/01/02 0
1
0106893134 O 08/01/32
0
8254041 736/M32 F 75,000.00 ZZ
360 74,935.43 1
6.750 486.45 61
6.500 486.45
XXXXX XX 00000 5 10/17/02 00
TO BE ASSIGNED 05 12/01/02 0
0106988843 O 11/01/32
0
8254043 736/M32 F 115,200.00 ZZ
360 115,100.81 1
6.750 747.19 67
6.500 747.19
XXXXX XX 00000 1 10/28/02 00
TO BE ASSIGNED 05 12/01/02 0
0107002628 O 11/01/32
0
8254045 736/M32 F 375,000.00 ZZ
360 374,635.52 1
6.125 2,278.54 52
5.875 2,278.54
XXXXXXXX XX 00000 1 10/29/02 00
TO BE ASSIGNED 05 12/01/02 0
0107020653 O 11/01/32
0
8254051 736/M32 F 391,500.00 ZZ
360 390,737.02 1
6.125 2,378.80 44
5.875 2,378.80
XXX XXXXXX XX 00000 2 09/03/02 00
TO BE ASSIGNED 05 11/01/02 0
0107118168 O 10/01/32
0
8254053 736/M32 F 529,000.00 ZZ
360 528,533.27 1
6.625 3,387.25 71
6.375 3,387.25
XXXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0107230393 O 11/01/32
0
1
8254055 736/M32 F 1,000,000.00 ZZ
360 999,051.15 1
6.250 6,157.18 63
6.000 6,157.18
XXXXXX XXXXXXX XX 00000 1 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
0107298986 O 11/01/32
0
8254057 736/M32 F 175,000.00 ZZ
360 174,829.91 2
6.125 1,063.32 67
5.875 1,063.32
XXXXXXXXX XX 00000 2 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0107326969 O 11/01/32
0
8254061 736/M32 F 280,000.00 ZZ
360 279,740.66 1
6.375 1,746.84 42
6.125 1,746.84
XXXXXXXXXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 09 12/01/02 0
0107329708 O 11/01/32
0
8254063 736/M32 F 522,000.00 ZZ
360 521,528.10 1
6.500 3,299.40 90
6.250 3,299.40
XXXXXXXXX XX 00000 1 10/24/02 01
TO BE ASSIGNED 05 12/01/02 25
0107339459 O 11/01/32
0
8254065 736/M32 F 328,000.00 ZZ
360 327,724.44 1
6.875 2,154.73 80
6.625 2,154.73
XXXXXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0107354920 O 11/01/32
0
1
TOTAL NUMBER OF LOANS : 149
TOTAL ORIGINAL BALANCE : 44,809,065.53
TOTAL PRINCIPAL BALANCE : 43,784,073.03
TOTAL ORIGINAL P+I : 304,999.65
TOTAL CURRENT P+I : 304,999.65
***************************
* END OF REPORT *
***************************
F-2-1
EXHIBIT F-3
GROUP III LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST
RUN ON : 12/26/02 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 11.06.05 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 ARM CUTOFF : 12/01/02
POOL : 0004651
:
:
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
---------------------------------------------------------------------------
4129786 .5000 13.6250
298,216.70 .7000 12.9250
5.1250 .0000 12.9250
4.6250 .0000 1.5500
3.9250 .0000 1.5500
3.9250 .0000
4331927 .4500 16.4250
66,691.20 .0300 16.3950
5.2500 .0000 16.3950
4.8000 .0000 2.7700
4.7700 .0000 2.7700
4.7700 .0000
4332005 .3750 14.3750
29,175.40 .0300 14.3450
5.1250 .0000 14.3450
4.7500 .0000 2.5950
4.7200 .0000 2.5950
4.7200 .0000
4332019 .3750 16.3750
89,821.11 .0300 16.3450
5.2500 .0000 16.3450
4.8750 .0000 2.3450
4.8450 .0000 2.3450
4.8450 .0000
4332050 .3750 15.1250
58,712.14 .0300 15.0950
6.0000 .0000 15.0950
5.6250 .0000 2.8450
5.5950 .0000 2.8450
5.5950 .0000
4332084 .3600 11.2650
154,379.61 .0300 11.2350
4.8750 .0000 11.2350
4.5150 .0000 2.4850
4.4850 .0000 2.4850
4.4850 .0000
1
5524028 .2500 13.0000
159,949.96 .0300 12.9700
7.2500 .0000 12.9700
7.0000 .0000 2.4700
6.9700 .0000 2.4700
6.9700 .0000
7035573 .3750 12.5000
636,729.55 .0300 12.4700
6.8750 .0000 12.4700
6.5000 .0000 2.4700
6.4700 .0000 2.4700
6.4700 .0000
7035583 .3750 12.2500
403,162.18 .0300 12.2200
6.6250 .0000 12.2200
6.2500 .0000 2.4700
6.2200 .0000 2.4700
6.2200 .0000
7035603 .3750 11.6250
548,359.15 .0300 11.5950
6.0000 .0000 11.5950
5.6250 .0000 2.4700
5.5950 .0000 2.4700
5.5950 .0000
7035607 .2500 11.7500
402,548.55 .0300 11.7200
6.0000 .0000 11.7200
5.7500 .0000 2.4700
5.7200 .0000 2.4700
5.7200 .0000
7035609 .2500 12.1250
309,359.60 .0300 12.0950
6.3750 .0000 12.0950
6.1250 .0000 2.4700
6.0950 .0000 2.4700
6.0950 .0000
7035627 .2500 11.3750
328,002.97 .0300 11.3450
5.6250 .0000 11.3450
5.3750 .0000 2.4700
5.3450 .0000 2.4700
5.3450 .0000
7035695 .2500 11.3750
344,991.46 .0300 11.3450
5.6250 .0000 11.3450
5.3750 .0000 2.4700
5.3450 .0000 2.4700
5.3450 .0000
1
7035699 .2500 11.7500
458,033.35 .0300 11.7200
6.0000 .0000 11.7200
5.7500 .0000 2.4700
5.7200 .0000 2.4700
5.7200 .0000
7088152 .3750 13.5750
23,932.63 .0300 13.5450
7.0000 .0000 13.5450
6.6250 .0000 2.8450
6.5950 .0000 2.8450
6.5950 .0000
7088220 .3750 13.7500
727,666.55 .0300 13.7200
8.1250 .0000 13.7200
7.7500 .0000 2.8450
7.7200 .0000 2.8450
7.7200 .0000
7088354 .3750 14.8750
77,026.70 .0300 14.8450
7.7500 .0000 14.8450
7.3750 .0000 3.2200
7.3450 .0000 3.2200
7.3450 .0000
7088908 .3750 12.1250
96,927.69 .0300 12.0950
5.7500 .0000 12.0950
5.3750 .0000 2.5950
5.3450 .0000 2.5950
5.3450 .0000
7089048 .3750 12.6250
82,504.20 .0300 12.5950
6.5000 .0000 12.5950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7089180 .3750 14.1250
243,906.61 .0300 14.0950
8.5000 .0000 14.0950
8.1250 .0000 2.8450
8.0950 .0000 2.8450
8.0950 .0000
7089272 .3750 13.3750
203,967.97 .0300 13.3450
7.7500 .0000 13.3450
7.3750 .0000 2.8450
7.3450 .0000 2.8450
7.3450 .0000
1
7089294 .3750 13.6250
161,902.83 .0300 13.5950
8.0000 .0000 13.5950
7.6250 .0000 2.8450
7.5950 .0000 2.8450
7.5950 .0000
7098891 .3750 11.1250
575,000.00 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 1.5950
6.0950 .0000 1.5950
6.0950 .0000
7098921 .3750 11.5000
1,518,000.00 .0300 11.4700
6.8750 .0000 11.4700
6.5000 .0000 1.5950
6.4700 .0000 1.5950
6.4700 .0000
7098963 .3750 10.8750
402,425.20 .0300 10.8450
6.2500 .0000 10.8450
5.8750 .0000 1.5950
5.8450 .0000 1.5950
5.8450 .0000
7099017 .3750 11.0450
399,000.00 .0300 11.0150
6.4200 .0000 11.0150
6.0450 .0000 1.5950
6.0150 .0000 1.5950
6.0150 .0000
7099019 .3750 11.1250
83,243.16 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 1.5950
6.0950 .0000 1.5950
6.0950 .0000
7099059 .3750 10.9150
391,397.42 .0300 10.8850
6.2900 .0000 10.8850
5.9150 .0000 1.5950
5.8850 .0000 1.5950
5.8850 .0000
7493011 .3750 13.3750
2,710,162.25 .0300 13.3450
7.7500 .0000 13.3450
7.3750 .0000 2.5950
7.3450 .0000 2.5950
7.3450 .0000
1
7493023 .3750 13.1250
426,582.69 .0300 13.0950
7.5000 .0000 13.0950
7.1250 .0000 2.5950
7.0950 .0000 2.5950
7.0950 .0000
7493025 .3750 13.1250
426,582.69 .0300 13.0950
7.5000 .0000 13.0950
7.1250 .0000 2.5950
7.0950 .0000 2.5950
7.0950 .0000
7493029 .3750 12.5000
3,957,049.99 .0300 12.4700
6.8750 .0000 12.4700
6.5000 .0000 2.5950
6.4700 .0000 2.5950
6.4700 .0000
7493055 .3750 10.7500
832,500.30 .0300 10.7200
6.1250 .0000 10.7200
5.7500 .0000 3.8450
5.7200 .0000 3.8450
5.7200 .0000
7634405 .2500 11.3750
419,843.15 .0300 11.3450
5.6250 .0000 11.3450
5.3750 .0000 2.4700
5.3450 .0000 2.4700
5.3450 .0000
7693100 .3750 10.8750
562,004.00 .0300 10.8450
5.2500 .0000 10.8450
4.8750 .0000 2.3450
4.8450 .0000 2.3450
4.8450 .0000
7693112 .3750 10.8750
178,312.07 .0300 10.8450
6.2500 .0000 10.8450
5.8750 .0000 3.8450
5.8450 .0000 3.8450
5.8450 .0000
7693126 .3750 12.1250
1,067,928.65 .0300 12.0950
6.5000 .0000 12.0950
6.1250 .0000 2.5950
6.0950 .0000 2.5950
6.0950 .0000
1
7693134 .3750 12.6250
368,265.99 .0300 12.5950
7.0000 .0000 12.5950
6.6250 .0000 2.5950
6.5950 .0000 2.5950
6.5950 .0000
7693140 .3750 10.5000
392,563.01 .0300 10.4700
4.8750 .0000 10.4700
4.5000 .0000 2.3450
4.4700 .0000 2.3450
4.4700 .0000
7693148 .3750 12.3750
1,482,632.36 .0300 12.3450
6.7500 .0000 12.3450
6.3750 .0000 2.5950
6.3450 .0000 2.5950
6.3450 .0000
7693160 .3750 9.8750
599,891.88 .0300 9.8450
4.3750 .0000 9.8450
4.0000 .0000 2.3450
3.9700 .0000 2.3450
3.9700 .0000
7693178 .3750 12.2500
459,000.00 .0300 12.2200
6.6250 .0000 12.2200
6.2500 .0000 2.5950
6.2200 .0000 2.5950
6.2200 .0000
7693184 .3750 10.5000
370,070.26 .0300 10.4700
4.8750 .0000 10.4700
4.5000 .0000 2.3450
4.4700 .0000 2.3450
4.4700 .0000
7693190 .3750 12.6250
1,456,352.15 .0300 12.5950
7.0000 .0000 12.5950
6.6250 .0000 2.3450
6.5950 .0000 2.3450
6.5950 .0000
7693196 .3750 9.8750
198,677.20 .0300 9.8450
4.8750 .0000 9.8450
4.5000 .0000 2.3450
4.4700 .0000 2.3450
4.4700 .0000
1
7693198 .3750 12.5000
745,963.81 .0300 12.4700
6.8750 .0000 12.4700
6.5000 .0000 2.5950
6.4700 .0000 2.5950
6.4700 .0000
7711755 .3750 12.2500
107,354.27 .0300 12.2200
6.6250 .0000 12.2200
6.2500 .0000 2.3450
6.2200 .0000 2.3450
6.2200 .0000
7714223 .3750 10.8750
246,242.86 .0300 10.8450
5.2500 .0000 10.8450
4.8750 .0000 2.3450
4.8450 .0000 2.3450
4.8450 .0000
7714247 .3750 11.6250
1,077,324.56 .0300 11.5950
6.0000 .0000 11.5950
5.6250 .0000 2.3450
5.5950 .0000 2.3450
5.5950 .0000
7762775 .3750 10.0000
101,483.25 .0300 9.9700
4.3750 .0000 9.9700
4.0000 .0000 2.3450
3.9700 .0000 2.3450
3.9700 .0000
7762787 .3750 11.3750
149,384.12 .0300 11.3450
5.7500 .0000 11.3450
5.3750 .0000 2.3450
5.3450 .0000 2.3450
5.3450 .0000
7777539 .2500 11.2500
430,453.70 .0300 11.2200
6.5000 .0000 11.2200
6.2500 .0000 2.4700
6.2200 .0000 2.4700
6.2200 .0000
7777555 .2500 11.7500
693,002.88 .0300 11.7200
7.0000 .0000 11.7200
6.7500 .0000 2.4700
6.7200 .0000 2.4700
6.7200 .0000
1
7777557 .2500 12.0000
607,871.12 .0300 11.9700
6.2500 .0000 11.9700
6.0000 .0000 2.4700
5.9700 .0000 2.4700
5.9700 .0000
7777569 .2500 10.8750
347,211.40 .0300 10.8450
6.1250 .0000 10.8450
5.8750 .0000 2.4700
5.8450 .0000 2.4700
5.8450 .0000
7777583 .2500 11.2500
352,659.01 .0300 11.2200
6.5000 .0000 11.2200
6.2500 .0000 2.4700
6.2200 .0000 2.4700
6.2200 .0000
7777593 .2500 11.5000
365,744.35 .0300 11.4700
6.7500 .0000 11.4700
6.5000 .0000 2.4700
6.4700 .0000 2.4700
6.4700 .0000
7777609 .2500 11.5000
745,402.83 .0300 11.4700
6.7500 .0000 11.4700
6.5000 .0000 2.4700
6.4700 .0000 2.4700
6.4700 .0000
7777617 .2500 11.3750
363,593.53 .0300 11.3450
6.6250 .0000 11.3450
6.3750 .0000 2.4700
6.3450 .0000 2.4700
6.3450 .0000
7777627 .2500 12.1250
476,032.52 .0300 12.0950
6.3750 .0000 12.0950
6.1250 .0000 2.4700
6.0950 .0000 2.4700
6.0950 .0000
7777635 .2500 11.5000
419,015.79 .0300 11.4700
6.7500 .0000 11.4700
6.5000 .0000 2.4700
6.4700 .0000 2.4700
6.4700 .0000
1
7777639 .2500 11.2500
397,427.28 .0300 11.2200
6.5000 .0000 11.2200
6.2500 .0000 2.4700
6.2200 .0000 2.4700
6.2200 .0000
7777641 .2500 11.8750
831,972.49 .0300 11.8450
6.1250 .0000 11.8450
5.8750 .0000 2.4700
5.8450 .0000 2.4700
5.8450 .0000
7777647 .3750 10.7500
439,227.61 .0300 10.7200
5.1250 .0000 10.7200
4.7500 .0000 2.5950
4.7200 .0000 2.5950
4.7200 .0000
7777651 .2500 12.1250
993,412.35 .0300 12.0950
6.3750 .0000 12.0950
6.1250 .0000 2.4700
6.0950 .0000 2.4700
6.0950 .0000
7777667 .2500 11.0000
429,085.46 .0300 10.9700
6.2500 .0000 10.9700
6.0000 .0000 2.4700
5.9700 .0000 2.4700
5.9700 .0000
7777671 .2500 12.1250
305,098.57 .0300 12.0950
6.3750 .0000 12.0950
6.1250 .0000 2.4700
6.0950 .0000 2.4700
6.0950 .0000
7777719 .2500 11.3750
461,881.40 .0300 11.3450
6.6250 .0000 11.3450
6.3750 .0000 2.4700
6.3450 .0000 2.4700
6.3450 .0000
7777749 .2500 11.8750
317,789.19 .0300 11.8450
6.1250 .0000 11.8450
5.8750 .0000 2.4700
5.8450 .0000 2.4700
5.8450 .0000
1
7777763 .2500 11.5000
328,354.96 .0300 11.4700
5.7500 .0000 11.4700
5.5000 .0000 2.4700
5.4700 .0000 2.4700
5.4700 .0000
7793571 .3750 10.8750
346,948.13 .0300 10.8450
6.2500 .0000 10.8450
5.8750 .0000 2.3450
5.8450 .0000 2.3450
5.8450 .0000
7793633 .3750 11.1250
326,255.72 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7793659 .3750 11.1250
371,594.52 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7793661 .3750 11.0000
382,065.24 .0300 10.9700
6.3750 .0000 10.9700
6.0000 .0000 2.3450
5.9700 .0000 2.3450
5.9700 .0000
7793679 .3750 11.0000
478,659.24 .0300 10.9700
6.3750 .0000 10.9700
6.0000 .0000 2.3450
5.9700 .0000 2.3450
5.9700 .0000
7793687 .3750 10.8750
446,241.98 .0300 10.8450
6.2500 .0000 10.8450
5.8750 .0000 2.3450
5.8450 .0000 2.3450
5.8450 .0000
7793691 .3750 11.1250
446,879.84 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
1
7793717 .3750 11.3750
854,919.30 .0300 11.3450
6.7500 .0000 11.3450
6.3750 .0000 2.3450
6.3450 .0000 2.3450
6.3450 .0000
7793813 .3750 11.1250
546,462.51 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7793839 .3750 10.8750
480,486.36 .0300 10.8450
6.2500 .0000 10.8450
5.8750 .0000 2.3450
5.8450 .0000 2.3450
5.8450 .0000
7793851 .3750 11.1250
670,441.68 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7793853 .3750 11.2500
506,797.59 .0300 11.2200
6.6250 .0000 11.2200
6.2500 .0000 2.3450
6.2200 .0000 2.3450
6.2200 .0000
7793879 .3750 11.5000
377,394.20 .0300 11.4700
6.8750 .0000 11.4700
6.5000 .0000 2.3450
6.4700 .0000 2.3450
6.4700 .0000
7793921 .3750 11.2500
472,692.29 .0300 11.2200
6.6250 .0000 11.2200
6.2500 .0000 2.3450
6.2200 .0000 2.3450
6.2200 .0000
7793923 .3750 11.5000
343,129.61 .0300 11.4700
6.8750 .0000 11.4700
6.5000 .0000 2.3450
6.4700 .0000 2.3450
6.4700 .0000
1
7793929 .3750 11.3750
314,060.45 .0300 11.3450
6.7500 .0000 11.3450
6.3750 .0000 2.3450
6.3450 .0000 2.3450
6.3450 .0000
7793931 .3750 11.0000
543,992.62 .0300 10.9700
6.3750 .0000 10.9700
6.0000 .0000 2.3450
5.9700 .0000 2.3450
5.9700 .0000
7793935 .3750 11.1250
437,169.96 .0300 11.0950
6.5000 .0000 11.0950
6.1250 .0000 2.3450
6.0950 .0000 2.3450
6.0950 .0000
7793951 .3750 11.3750
345,866.93 .0300 11.3450
6.7500 .0000 11.3450
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5.2200 .0000 2.3450
5.2200 .0000
8229761 .3750 11.3750
600,413.17 .0300 11.3450
5.7500 .0000 11.3450
5.3750 .0000 2.3450
5.3450 .0000 2.3450
5.3450 .0000
8229767 .3750 11.1250
443,038.26 .0300 11.0950
5.5000 .0000 11.0950
5.1250 .0000 2.3450
5.0950 .0000 2.3450
5.0950 .0000
8229797 .3750 11.1250
413,082.56 .0300 11.0950
5.5000 .0000 11.0950
5.1250 .0000 2.3450
5.0950 .0000 2.3450
5.0950 .0000
8270879 .2500 11.1250
557,473.05 .0300 11.0950
5.3750 .0000 11.0950
5.1250 .0000 2.4700
5.0950 .0000 2.4700
5.0950 .0000
TOTAL NUMBER OF LOANS: 212
TOTAL BALANCE........: 92,931,252.16
RUN ON : 12/26/02 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 11.06.05 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 ARM ARM SUMMARY REPORT CUTOFF : 12/01/02
POOL : 0004651
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 6.3821 4.3750 8.5000
RFC NET RATE 6.0432 4.0000 8.1250
NET MTG RATE(INVSTR RATE) 6.0110 3.9250 8.0950
POST STRIP RATE 6.0110 3.9250 8.0950
SUB SERV FEE .3389 .2500 .5000
MSTR SERV FEE .0322 .0300 .7000
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) 11.4477 9.2500 16.4250
MAX NET MTG RT(MAX INV RT) 11.4156 9.2200 16.3950
MAX POST STRIP RATE 11.4156 9.2200 16.3950
INV RATE MARGIN 2.3264 1.5500 3.8450
POST STRIP MARGIN 2.3264 1.5500 3.8450
TOTAL NUMBER OF LOANS: 212
TOTAL BALANCE........: 92,931,252.16
***************************
* END OF REPORT *
***************************
RUN ON : 12/26/02 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 11.06.05 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2002-RM1 ARM CUTOFF : 12/01/02
POOL : 0004651
:
:
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
______________________________________________________________________________
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5.1250 298,216.70 ZZ
4.6250 2,321.32 1
14.1250 1,745.88 69
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307362088 .0000 09/01/99 00
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4.8000 792.03 2
16.8750 514.14 53
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3116107783 .0000 01/01/89 00
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4.7500 309.30 2
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6.0000 58,712.14 ZZ
5.6250 672.69 2
15.5000 474.32 58
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4332084 4.8750 171,000.00 100
4.8750 154,379.61 ZZ
4.5150 984.38 1
11.6250 954.44 95
XXXXXXXX XX 00000 11.2650 11/15/94
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7.2500 159,949.96 T
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7035573 6.8750 644,600.00 100
6.8750 636,729.55 ZZ
1
6.5000 4,234.56 1
12.8750 4,234.56 74
XXXXXXXX XX 00000 12.5000 09/10/01
0577946 .0000 11/01/01 00
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6.6250 403,162.18 ZZ
6.2500 2,612.47 1
12.6250 2,612.47 65
XXXXXXXXX XX 00000 12.2500 10/01/01
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0060184169 .0000 11/01/31 0
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7035603 6.0000 554,000.00 100
6.0000 548,359.15 ZZ
5.6250 3,321.51 1
12.0000 3,321.51 64
XXXXXXXXXX XX 00000 11.6250 01/10/02
0675432 .0000 03/01/02 00
0060185092 .0000 02/01/32 0
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7035607 6.0000 407,120.00 100
6.0000 402,548.55 ZZ
5.7500 2,440.90 1
12.0000 2,440.90 77
XXXXXXXX XX 00000 11.7500 12/04/01
354503982 .0000 02/01/02 00
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6.3750 309,359.60 ZZ
6.1250 1,956.46 1
12.3750 1,956.46 80
XXXXXXXX XX 00000 12.1250 11/30/01
354504388 .0000 01/01/02 00
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5.6250 328,002.97 T
5.3750 1,911.18 1
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520768607 .0000 02/01/02 00
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5.3750 2,007.89 1
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5.7500 2,777.42 1
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7.0000 23,932.63 ZZ
6.6250 394.36 1
13.9500 276.90 75
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270000060 .0000 03/01/98 00
6000437704 .0000 02/01/28 0
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8.1250 727,666.55 ZZ
7.7500 5,457.36 1
14.1250 5,457.36 70
XXXXXX XX 00000 13.7500 09/13/01
6000471315 .0000 11/01/01 00
6000471315 .0000 10/01/31 0
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5.3750 804.10 4
12.5000 688.26 70
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6.1250 565.51 1
13.0000 539.64 88
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8.1250 1,906.91 1
14.5000 1,906.91 00
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8142393 5.2500 536,000.00 100
5.2500 534,767.67 ZZ
4.8750 2,959.82 1
10.2500 2,959.82 80
XXXXXXXXX XX 00000 9.8750 09/30/02
1
0019783067 .0000 11/01/02 00
0019783067 .0000 10/01/32 0
0 2.7500 10/01/07 10/01/07
581/X79 2.3750 11/01/07 11/01/07
45 2.7500 .0000 .0000
A 10.2500 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8142397 4.6250 400,000.00 100
4.6250 398,449.36 ZZ
4.2500 2,056.56 1
9.6250 2,056.56 45
XXXXXXXXXX XX 00000 9.2500 08/22/02
0019804996 .0000 10/01/02 00
0019804996 .0000 09/01/32 0
0 2.7500 09/01/07 09/01/07
581/X79 2.3750 10/01/07 10/01/07
45 2.7500 .0000 .0000
A 9.6250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8142439 5.3750 556,000.00 100
5.3750 556,000.00 ZZ
5.0000 2,490.42 1
10.3750 2,490.42 77
XXXXXXXX XX 00000 10.0000 09/20/02
0019856152 .0000 11/01/02 00
0019856152 .0000 10/01/32 0
0 2.0000 10/01/07 10/01/07
581/X79 1.6250 11/01/07 11/01/07
25 2.0000 .0000 .0000
A 10.3750 6 6
360 E 1.0000 1.0000
5.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
8142441 5.0850 492,000.00 100
5.0850 492,000.00 ZZ
1
4.7100 2,084.85 1
10.0850 2,084.85 80
XXXXXX XX 00000 9.7100 09/03/02
0020057048 .0000 11/01/02 00
0020057048 .0000 10/01/32 0
0 2.0000 10/01/07 10/01/07
581/X79 1.6250 11/01/07 11/01/07
25 2.0000 .0000 .0000
A 10.0850 6 6
360 E 1.0000 1.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8218939 6.2500 160,000.00 100
6.2500 159,387.97 ZZ
5.8750 985.15 1
12.2500 985.15 80
XXXXXXXXXXXX XX 00000 11.8750 07/09/02
TO BE ASSIGNED .0000 09/01/02 00
0190138586 .0000 08/01/32 0
0 2.8750 08/01/03 08/01/03
X32/X32 2.5000 09/01/03 09/01/03
45 4.2500 .0000 .0000
A 8.2500 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
N .0000
8218947 5.8750 367,000.00 100
5.8750 366,625.83 ZZ
5.5000 2,170.94 1
10.8750 2,170.94 00
XXX XXXXXXXX XX 00000 10.5000 10/11/02
TO BE ASSIGNED .0000 12/01/02 00
0190152835 .0000 11/01/32 0
0 2.7500 11/01/07 11/01/07
X32/X32 2.3750 12/01/07 12/01/07
45 2.7500 .0000 .0000
A 10.8750 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
1
8218951 5.3750 202,000.00 100
5.3750 199,793.10 ZZ
5.0000 1,637.14 1
11.3750 1,637.14 00
XXXXXX XXXX XX 00000 11.0000 08/26/02
TO BE ASSIGNED .0000 10/01/02 00
0190155994 .0000 09/01/17 0
0 2.7500 09/01/07 09/01/07
X32/X32 2.3750 10/01/07 10/01/07
45 3.3750 .0000 .0000
A 7.3750 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
8218959 5.8750 514,450.00 100
5.8750 513,341.31 ZZ
5.5000 3,043.17 1
10.8750 3,043.17 00
XXXXX XXXXXX XX 00000 10.5000 09/06/02
TO BE ASSIGNED .0000 11/01/02 00
0190163113 .0000 10/01/32 0
0 2.7500 10/01/09 10/01/09
X32/X32 2.3750 11/01/09 11/01/09
45 2.7500 .0000 .0000
A 10.8750 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8218961 6.1250 368,500.00 100
6.1250 368,141.85 ZZ
5.7500 2,239.04 1
11.1250 2,239.04 53
XXXXXX XX 00000 10.7500 10/11/02
TO BE ASSIGNED .0000 12/01/02 00
0190167320 .0000 11/01/32 0
0 2.7500 11/01/09 11/01/09
X32/X32 2.3750 12/01/09 12/01/09
45 4.1250 .0000 .0000
A 8.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
1
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
8218967 6.2500 600,000.00 100
6.2500 599,430.70 ZZ
5.8750 3,694.30 1
11.2500 3,694.30 72
XXXXX XX 00000 10.8750 10/04/02
TO BE ASSIGNED .0000 12/01/02 00
0190171116 .0000 11/01/32 0
0 2.7500 11/01/09 11/01/09
X32/X32 2.3750 12/01/09 12/01/09
45 2.7500 .0000 .0000
A 11.2500 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
8218969 5.7500 350,000.00 100
5.7500 349,634.58 ZZ
5.3750 2,042.50 1
10.7500 2,042.50 80
XXXXXX XX 00000 10.3750 10/08/02
TO BE ASSIGNED .0000 12/01/02 00
0190171728 .0000 11/01/32 0
0 2.7500 11/01/07 11/01/07
X32/X32 2.3750 12/01/07 12/01/07
45 2.7500 .0000 .0000
A 10.7500 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
8218973 5.3750 370,000.00 100
5.3750 369,168.94 ZZ
5.0000 2,071.89 1
11.3750 2,071.89 74
XXXXXXXX XX 00000 11.0000 09/18/02
TO BE ASSIGNED .0000 11/01/02 00
0190175463 .0000 10/01/32 0
0 2.2500 10/01/07 10/01/07
X32/X32 1.8750 11/01/07 11/01/07
45 3.3750 .0000 .0000
A 7.3750 12 12
1
360 L12 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
8218975 5.3750 400,000.00 100
5.3750 399,101.57 ZZ
5.0000 2,239.88 1
10.3750 2,239.88 80
XXXX XXXXX XX 00000 10.0000 09/23/02
TO BE ASSIGNED .0000 11/01/02 00
0190177055 .0000 10/01/32 0
0 2.7500 10/01/07 10/01/07
X32/X32 2.3750 11/01/07 11/01/07
45 2.7500 .0000 .0000
A 10.3750 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
8218977 5.0000 544,000.00 100
5.0000 543,346.36 ZZ
4.6250 2,920.31 1
10.0000 2,920.31 80
XXXXXXXXX XXXX XX 00000 9.6250 09/30/02
TO BE ASSIGNED .0000 12/01/02 00
0190178871 .0000 11/01/32 0
0 2.7500 11/01/09 11/01/09
X32/X32 2.3750 12/01/09 12/01/09
45 2.7500 .0000 .0000
A 10.0000 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
8218981 6.1250 478,270.00 100
6.1250 477,337.93 ZZ
5.7500 2,906.02 1
11.1250 2,906.02 95
XXX XXXXXX XX 00000 10.7500 09/30/02
TO BE ASSIGNED .0000 11/01/02 10
0190179895 .0000 10/01/32 30
0 2.7500 10/01/07 10/01/07
1
X32/X32 2.3750 11/01/07 11/01/07
45 2.7500 .0000 .0000
A 11.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8218989 6.5000 975,000.00 100
6.5000 966,893.25 ZZ
6.1250 6,162.66 1
11.5000 6,162.66 00
XXXXXX XXXX XX XX 00000 11.1250 03/04/02
TO BE ASSIGNED .0000 04/01/02 00
0190089656 .0000 03/01/32 0
0 2.8750 03/01/07 03/01/07
X32/X32 2.5000 04/01/07 04/01/07
45 2.8750 .0000 .0000
A 11.5000 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
8229745 5.6250 520,000.00 100
5.6250 516,053.48 ZZ
5.2500 2,993.41 1
11.6250 2,993.41 57
XXXXXX XX 00000 11.2500 04/08/02
0622233885 .0000 06/01/02 00
0622233885 .0000 05/01/32 0
0 2.7500 05/01/05 05/01/05
181/Y11 2.3750 06/01/05 06/01/05
45 3.6250 .0000 .0000
A 8.6250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 4 00 00/00/00
.0000 03 0 00/00/00
O .0000
8229761 5.7500 604,000.00 100
5.7500 600,413.17 ZZ
5.3750 3,524.79 1
11.7500 3,524.79 80
XXXXXXXXXX XX 00000 11.3750 06/24/02
1
0624317722 .0000 08/01/02 00
0624317722 .0000 07/01/32 0
0 2.7500 07/01/05 07/01/05
181/Y11 2.3750 08/01/05 08/01/05
45 3.7500 .0000 .0000
A 7.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8229767 5.5000 445,000.00 100
5.5000 443,038.26 ZZ
5.1250 2,526.66 1
11.5000 2,526.66 00
XXXXXXX XXXXXX XX 00000 11.1250 07/12/02
0000000000 .0000 09/01/02 00
0000000000 .0000 08/01/32 0
0 2.7500 08/01/05 08/01/05
181/Y11 2.3750 09/01/05 09/01/05
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 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8229797 5.5000 415,000.00 100
5.5000 413,082.56 ZZ
5.1250 2,356.32 1
11.5000 2,356.32 62
XXXXXXXX XX 00000 11.1250 07/17/02
0625375496 .0000 09/01/02 00
0625375496 .0000 08/01/32 0
0 2.7500 08/01/05 08/01/05
181/Y11 2.3750 09/01/05 09/01/05
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 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8270879 5.3750 560,000.00 100
5.3750 557,473.05 ZZ
1
5.1250 3,135.84 1
11.3750 3,135.84 00
XXXXXXXX XXXXX XX 00000 11.1250 07/26/02
0001347762 .0000 09/01/02 00
0001347762 .0000 08/01/32 0
0 2.7500 08/01/05 08/01/05
181/181 2.5000 09/01/05 09/01/05
45 3.3750 .0000 .0000
A 7.3750 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
TOTAL NUMBER OF LOANS : 212
TOTAL ORIGINAL BALANCE : 94,039,416.48
TOTAL PRINCIPAL BALANCE : 92,931,252.16
TOTAL ORIGINAL P+I : 576,036.32
TOTAL CURRENT P+I : 574,205.80
***************************
* END OF REPORT *
***************************
F-3-1
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#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
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 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
H-1-1
interests" within the meaning of Treasury regulations promulgated pursuant to
the Code and that the transferor of a noneconomic residual interest will remain
liable for any taxes due with respect to the income on such residual interest,
unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R[-__] Certificates if 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 company, 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 ________________.
H-1-2
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.
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 Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
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.
H-1-3
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
H-1-4
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Title of Officer] and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this day of _____,___ 200__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ___ day of ________, 200 __.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_____, 20__ .
H-1-5
EXHIBIT 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 -
H-1-6
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, 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 September 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 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
H-1-7
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 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
H-1-8
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.
Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use
to qualify for safe harbor status under the formula test.
H-1-9
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
H-1-10
[[Page 47453]]
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.
H-1-11
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
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
---------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
2002-RM1, Class R-I, Class R-II, Class R-III and Class R-IV
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
________________ (the "Seller") to _______________________ (the "Purchaser") of
$ ___________ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-RM1, Class R-I, Class R-II, Class R-III
and Class R-IV (the "Class R Certificates"), pursuant to Section 5.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2002, among Residential Asset Mortgage Products, Inc., as
depositor (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 Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser
H-2-1
has historically paid its debts as they become due and has found no
significant evidence to indicate that the Purchaser will not continue
to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class R Certificate may not be
respected for United States income tax purposes (and the Seller may
continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both
a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
H-2-2
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
-------------------, ------
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RM1, Class
B-[__-__]
Ladies and Gentlemen:
_________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2002-RM1, Class
B-[__-__] (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2002
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 Purchaser hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933,
as amended (the "Act") or any state securities law, (b) the Depositor
is not required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d)
the Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates and (e) the Certificates will bear a
legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with
any distribution thereof in any manner that would violate the Act or
any applicable state securities laws.
I-1
3. The Purchaser is (a) a substantial, sophisticated [institutional]
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities
similar to the Certificates, such that it is capable of evaluating the
merits and risks of investment in the Certificates, (b) able to bear
the economic risks of such an investment and (c) an "accredited
investor" within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity to review
(a) [a copy of the Private Placement Memorandum, dated ________________,
____, relating to the Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the Purchaser
from the Depositor or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Depositor or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase the
Certificates from the Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the Private Placement
Memorandum (the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser acknowledges
that such Memorandum was provided to it by the Seller, that the Memorandum
was prepared by the Depositor solely for use in connection with the
Original Sale and the Depositor did not participate in or facilitate in any
way the purchase of the Certificates by the Purchaser from the Seller, and
the Purchaser agrees that it will look solely to the Seller and not to the
Depositor with respect to any damage, liability, claim or expense arising
out of, resulting from or in connection with (a) error or omission, or
alleged error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
Very truly yours,
(Seller)
I-2
By:____________________
Name:__________________
Title:_________________
I-3
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2002-RM1, 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 2002-RM1,
Class B-[__-__] (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002 among Residential Asset Mortgage Products, Inc., as depositor
(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 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
J-1
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(c) on such Distribution Date for
Advances or Subservicer Advances previously made, (which will not be Advances or
Subservicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section
4.02(c), to the extent such Advances or Subservicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class R Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class R Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class R
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class R Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third
K-1
Business Day prior to each Distribution Date or the related Determination Date
by the Master Servicer with written notice thereof to the Trustee. The maximum
amount that Residential Funding shall be required to pay pursuant to this
Section on any Distribution Date (the "Amount Available") shall be equal to the
lesser of (X) __________ minus the sum of (i) all previous payments made under
subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection (d) and (Y) the
then outstanding Certificate Principal Balances of the Class R Certificates, or
such lower amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent counsel) to the
effect that obtaining such substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written
K-2
confirmation from each nationally recognized credit rating agency that rated the
Class R Certificates at the request of the Depositor that such substitution
shall not lower the rating on the Class R Certificates below the lesser of (a)
the then-current rating assigned to the Class R Certificates by such rating
agency and (b) the original rating assigned to the Class R Certificates by such
rating agency. Any replacement of the Limited Guaranty or Subordinate
Certificate Loss Obligation pursuant to this Section shall be accompanied by a
written Opinion of Counsel to the substitute guarantor or obligor, addressed to
the Master Servicer and the Trustee, that such substitute instrument constitutes
a legal, valid and binding obligation of the substitute guarantor or obligor,
enforceable in accordance with its terms, and concerning such other matters as
the Master Servicer and the Trustee shall reasonably request. Neither the
Depositor, the Master Servicer nor the Trustee shall be obligated to substitute
for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation
under any circumstance. Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this
Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and
(iii) any other provision of this Agreement which is related or incidental to
the matters described in this Article XI may be amended in any manner; in each
case by written instrument executed or consented to by the Depositor and
Residential Funding but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as applicable;
provided that the Depositor shall also obtain a letter from each nationally
recognized credit rating agency that rated the Class R Certificates at the
request of the Depositor to the effect that such amendment, reduction, deletion
or cancellation will not lower the rating on the Class R Certificates below the
lesser of (a) the then-current rating assigned to the Class R Certificates by
such rating agency and (b) the original rating assigned to the Class R
Certificates by such rating agency, unless (A) the Holder of 100% of the Class R
Certificates is Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction, deletion or cancellation is made in accordance
with Section 11.01(e) and, provided further that the Depositor obtains, in the
case of a material amendment or supersession (but not a reduction, cancellation
or deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
K-3
EXHIBIT L
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2002-RM1
____________________, 20___
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
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 December 1, 2002 (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. 1 thereto, dated as of _________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-RM1 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class R
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
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
L-1
case prior to the related Distribution Date, such moneys as may be
required by Residential Funding to perform its Subordinate Certificate
Loss Obligation when and as the same arises from time to time upon the
demand of the Trustee in accordance with Section 11.01 of the Servicing
Agreement.
(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.
L-2
7. Definitions. Capitalized terms used but not otherwise defined herein shall
have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
L-3
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 ASSET MORTGAGE PRODUCTS,
INC.
By:_____________________________
Name:___________________________
Title:__________________________
L-4
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
__________________ (the "Trustee") to ___________________ (the "Lender") of
__________________ (the "Mortgage Loan") pursuant to Section 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2002, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
M-1
Very truly yours,
(Lender)
By:______________________
Name:____________________
Title:___________________
M-2
EXHIBIT N
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
=========================================
=========================================
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or that would render
the disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, and that the Seller has
not offered the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in Rule 144A under the
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 December 1, 2002 among Residential
Funding Corporation, as Master Servicer, Residential Asset Mortgage
Products, Inc., as Depositor and The Chase Manhattan Bank, as trustee,
pursuant to Section 5.02 of the Agreement, as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A
N-1
Securities that it has requested from the Seller, the Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. [Reserved]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
N-2
IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No: No:
Date: Date:
N-3
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________ in securities (except for
the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance with
Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked
below.
____ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
____ Insurance Depositor. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
N-4
____ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
____ Business Development Depositor. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or subscription by the Buyer, if the Buyer is a
dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of
such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificates are
relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule
N-5
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
N-7
certification is made are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer will be
in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer's own account.
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
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2002-RM1
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
2002-RM1 Class B-[__-__]
Ladies and Gentlemen:
______________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
2002-RM1, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2002 among Residential Asset Mortgage Products, Inc., as the company
(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:
(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
O-1
Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser has provided the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement. In addition, the
Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that the Purchaser will not
transfer such Certificates to any Plan or person unless such Plan or person
meets the requirements set forth in either (a) or (b) above.
Very truly yours,
(Purchaser)
By:_____________________
Name:
Title:
O-2
EXHIBIT P
HIGH COST LOANS
TO BE PROVIDED UPON REQUEST
P-1
EXHIBIT Q-1
GROUP 1 DISCOUNT FRACTIONS
TO BE PROVIDED UPON REQUEST
Q-1-1
EXHIBIT Q-2
GROUP II DISCOUNT FRACTIONS
TO BE PROVIDED UPON REQUEST
Q-2-1
