Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2003 Home Equity Mortgage Asset-Backed Pass-Through Certificates
EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2003
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2003-KS4
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS..................................................................6
Section 1.01. Definitions.......................................................6
Section 1.02. Determination of LIBOR...........................................70
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............72
Section 2.01. Conveyance of Mortgage Loans.....................................72
Section 2.02. Acceptance by Trustee............................................75
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor........................................................76
Section 2.04. Representations and Warranties of Sellers........................78
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
REMIC Regular Interests..........................................80
Section 2.06. Purposes and Powers of the Trust.................................81
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................82
Section 3.01. Master Servicer to Act as Servicer...............................82
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement
of Subservicers' Obligations.....................................84
Section 3.03. Successor Subservicers...........................................85
Section 3.04. Liability of the Master Servicer.................................85
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................86
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..86
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account86
Section 3.08. Subservicing Accounts; Servicing Accounts........................89
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans
90
Section 3.10. Permitted Withdrawals from the Custodial Account.................90
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage..........92
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage93
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments..............................................94
Section 3.14. Realization Upon Defaulted Mortgage Loans........................95
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................98
Section 3.16. Servicing and Other Compensation; Compensating Interest..........99
Section 3.17. Reports to the Trustee and the Depositor........................100
Section 3.18. Annual Statement as to Compliance...............................100
Section 3.19. Annual Independent Public Accountants' Servicing Report.........101
Section 3.20. Right of the Depositor in Respect of the Master Servicer........101
Section 3.21. The Mortgage Insurance Co-Trustee...............................101
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.............................................102
Section 4.01. Certificate Account.............................................102
Section 4.02. Distributions...................................................103
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act
Reporting.......................................................116
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer.................................................119
Section 4.05. Allocation of Realized Losses...................................120
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...124
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................124
Section 4.08. Limited Mortgage Loan Repurchase Right..........................124
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund...................125
Section 4.10. Hedge Agreements................................................125
Section 4.11. Derivative Contracts............................................126
Section 4.12. The Certificate Guaranty Insurance Policy.......................127
ARTICLE V THE CERTIFICATES...........................................................128
Section 5.01. The Certificates................................................128
Section 5.02. Registration of Transfer and Exchange of Certificates...........129
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............134
Section 5.04. Persons Deemed Owners...........................................134
Section 5.05. Appointment of Paying Agent.....................................134
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER......................................135
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.135
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer...........135
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
136
Section 6.04. Depositor and Master Servicer Not to Resign.....................136
ARTICLE VII DEFAULT....................................................................137
Section 7.01. Events of Default...............................................137
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........138
Section 7.03. Notification to Certificateholders..............................140
Section 7.04. Waiver of Events of Default.....................................140
Section 7.05. Servicing Trigger; Removal of Master Servicer...................141
ARTICLE VIII CONCERNING THE TRUSTEE.....................................................141
Section 8.01. Duties of Trustee...............................................141
Section 8.02. Certain Matters Affecting the Trustee...........................143
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........144
Section 8.04. Trustee May Own Certificates....................................144
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification144
Section 8.06. Eligibility Requirements for Trustee............................145
Section 8.07. Resignation and Removal of the Trustee..........................145
Section 8.08. Successor Trustee...............................................146
Section 8.09. Merger or Consolidation of Trustee..............................147
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................147
Section 8.11. Appointment of Custodians.......................................148
Section 8.12. Appointment of Office or Agency.................................148
ARTICLE IX TERMINATION................................................................149
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans..................................................149
Section 9.02. Additional Termination Requirements.............................153
ARTICLE X REMIC PROVISIONS...........................................................153
Section 10.01. REMIC Administration............................................153
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification156
ARTICLE XI MISCELLANEOUS PROVISIONS...................................................157
Section 11.01. Amendment.......................................................157
Section 11.02. Recordation of Agreement; Counterparts..........................159
Section 11.03. Limitation on Rights of Certificateholders......................160
Section 11.04. Governing Law...................................................160
Section 11.05. Notices.........................................................161
Section 11.06. Notices to Rating Agencies and the Certificate Insurer..........161
Section 11.07. Severability of Provisions......................................162
Section 11.08. Supplemental Provisions for Resecuritization....................162
Section 11.09. Third-Party Beneficiary.........................................163
Section 11.10. Rights of the Certificate Insurer...............................163
Exhibit A Form of Class A Certificate................................................A-1
Exhibit B Form of Class M-I Certificate..............................................B-1
Exhibit C Form of Class SB Certificate...............................................C-1
Exhibit D Form of Class R Certificate................................................D-1
Exhibit E Form of Custodial Agreement................................................E-1
Exhibit F-1 Group I Loan Schedule....................................................F-1-1
Exhibit F-2 Group II-A Loan Schedule.................................................F-2-1
Exhibit F-3 Group II-B Loan Schedule.................................................F-3-1
Exhibit F-4 Group III Loan Schedule..................................................F-4-1
Exhibit G Forms of Request for Release...............................................G-1
Exhibit H-1 Form of Transfer Affidavit and Agreement.................................H-1-1
Exhibit H-2 Form of Transferor Certificate...........................................H-2-1
Exhibit I Form of Investor Representation Letter.....................................I-1
Exhibit J Form of Transferor Representation Letter...................................J-1
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty....................................K-1
Exhibit L Form of Limited Guaranty...................................................L-1
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan...............M-1
Exhibit N Form of Rule 144A Investment Representation................................N-1
Exhibit O [Reserved].................................................................O-1
Exhibit P Form of ERISA Letter.......................................................P-1
Exhibit Q Certificate Guaranty Insurance Policy......................................Q-1
Exhibit R Assignment Agreement......................................................R-1
Exhibit S MI Policy..................................................................S-1
Exhibit T-1 Form of 10-K Certification...............................................T-1-1
Exhibit T-2 Form of Back-Up Certification............................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating Agencies Relating to
Reportable Modified Mortgage Loans.........................................U-1
This Pooling and Servicing Agreement, effective as of May 1, 2003, among
RESIDENTIAL ASSET SECURITIES CORPORATION, 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 JPMORGAN CHASE BANK, 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
twenty-one classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein) and certain other
related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets (exclusive of the Mortgage Insurance Premium Taxes Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class R-I Certificates will represent the
sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the REMIC I Regular
Interests will be certificated.
Uncertificated REMIC I Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
I-LT Variable(1) $650,000,006.27 June 25, 2033
---------------
(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 Group
III Loans and certain other related assets (exclusive of the Mortgage Insurance
Premium Taxes Reserve Fund) subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC 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 Maturity
Date. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
II-LT Variable(1) $650,000,607.78 June 25, 2033
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
1
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interest
I-LT 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 III." The Class R-III Certificates will represent
the sole Class of "residual interests" in REMIC III 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 III Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC III (the "REMIC III Regular
Interests"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC
III Regular Interest shall be the Maturity Date. None of the REMIC III Regular
Interests will be certificated.
UNCERTIFICATED INITIAL UNCERTIFICATED LATEST POSSIBLE
DESIGNATION REMIC III PRINCIPAL BALANCE MATURITY DATE
---------------------
PASS-THROUGH RATE
LTA Variable(1) $534,000,006.27 June 25, 2033
LTB1 Variable(1) $9,000,000 June 25, 2003
LTB2 Variable(1) $8,000,000 July 25, 2003
LTB3 Variable(1) $7,000,000 August 25, 2003
LTB4 Variable(1) $7,000,000 September 25, 2003
LTB5 Variable(1) $6,000,000 October 25, 2003
LTB6 Variable(1) $6,000,000 November 25, 2003
LTB7 Variable(1) $6,000,000 December 25, 2003
LTB8 Variable(1) $5,000,000 January 25, 2004
LTB9 Variable(1) $5,000,000 February 25, 2004
LTB10 Variable(1) $3,000,000 March 25, 2004
LTB11 Variable(1) $5,000,000 April 25, 2004
LTB12 Variable(1) $4,000,000 May 25, 2004
LTB13 Variable(1) $3,000,000 June 25, 2004
LTB14 Variable(1) $3,000,000 July 25, 2004
LTB15 Variable(1) $3,000,000 August 25, 2004
LTB16 Variable(1) $3,000,000 September 25, 2004
LTB17 Variable(1) $2,000,000 October 25, 2004
LTB18 Variable(1) $3,000,000 November 25, 2004
LTB19 Variable(1) $2,000,000 December 25, 2004
LTB20 Variable(1) $1,000,000 January 25, 2005
LTB21 Variable(1) $3,000,000 February 25, 2005
LTB22 Variable(1) $1,000,000 March 25, 2005
LTB23 Variable(1) $2,000,000 April 25, 2005
LTB24 Variable(1) $1,000,000 May 25, 2005
LTB25 Variable(1) $2,000,000 June 25, 2005
LTB26 Variable(1) $1,000,000 July 25, 2005
LTB27 Variable(1) $1,000,000 August 25, 2005
LTB28 Variable(1) $1,000,000 September 25, 2005
LTB29 Variable(1) $1,000,000 October 25, 2005
LTB30 Variable(1) $12,000,000 November 25, 2005
------------
(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 II Regular Interest
II-LT and the REMIC III Regular Interests 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 IV." The Class R-IV Certificates will
represent the sole Class of "residual interests" in REMIC IV 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 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 Maturity Date. None of the REMIC IV
Regular Interests will be certificated.
UNCERTIFICATED INITIAL UNCERTIFICATED LATEST POSSIBLE
DESIGNATION REMIC IV PRINCIPAL BALANCE MATURITY DATE
---------------------
PASS-THROUGH RATE
LT1 Variable(1) $617,641,515.67 June 25, 2033
LT2 Variable(1) $15,059.67 June 25, 2033
LT3 0.00% $46,715.33 June 25, 2033
LT4 Variable(1) $46,715.33 June 25, 2033
LT5 Variable(1) $449,916,634.92 June 25, 2033
LT6 Variable(1) $6,100.03 June 25, 2033
LT7 0.00% $38,900.03 June 25, 2033
LT8 Variable(1) $38,900.03 June 25, 2033
LT9 Variable(1) $199,962,718.40 June 25, 2033
LT10 Variable(1) $2,645.42 June 25, 2033
LT11 0.00% $17,354.59 June 25, 2033
LT12 Variable(1) $17,354.59 June 25, 2033
LTA-IO1 Fixed(2) N/A(3) June 25, 2003
LTA-IO2 Fixed(2) N/A(3) July 25, 2003
LTA-IO3 Fixed(2) N/A(3) August 25, 2003
LTA-IO4 Fixed(2) N/A(3) September 25, 2003
LTA-IO5 Fixed(2) N/A(3) October 25, 2003
LTA-IO6 Fixed(2) N/A(3) November 25, 2003
LTA-IO7 Fixed(2) N/A(3) December 25, 2003
LTA-IO8 Fixed(2) N/A(3) January 25, 2004
LTA-IO9 Fixed(2) N/A(3) February 25, 2004
LTA-IO10 Fixed(2) N/A(3) March 25, 2004
LTA-IO11 Fixed(2) N/A(3) April 25, 2004
LTA-IO12 Fixed(2) N/A(3) May 25, 2004
LTA-IO13 Fixed(2) N/A(3) June 25, 2004
LTA-IO14 Fixed(2) N/A(3) July 25, 2004
LTA-IO15 Fixed(2) N/A(3) August 25, 2004
LTA-IO16 Fixed(2) N/A(3) September 25, 2004
LTA-IO17 Fixed(2) N/A(3) October 25, 2004
3
LTA-IO18 Fixed(2) N/A(3) November 25, 2004
LTA-IO19 Fixed(2) N/A(3) December 25, 2004
LTA-IO20 Fixed(2) N/A(3) January 25, 2005
LTA-IO21 Fixed(2) N/A(3) February 25, 2005
LTA-IO22 Fixed(2) N/A(3) March 25, 2005
LTA-IO23 Fixed(2) N/A(3) April 25, 2005
LTA-IO24 Fixed(2) N/A(3) May 25, 2005
LTA-IO25 Fixed(2) N/A(3) June 25, 2005
LTA-IO26 Fixed(2) N/A(3) July 25, 2005
LTA-IO27 Fixed(2) N/A(3) August 25, 2005
LTA-IO28 Fixed(2) N/A(3) September 25, 2005
LTA-IO29 Fixed(2) N/A(3) October 25, 2005
LTA-IO30 Fixed(2) N/A(3) November 25, 2005
------------
(1) Calculated as provided in the definition of Uncertificated REMIC IV
Pass-Through Rate. (2) Until the Latest Possible Maturity Date set forth in the
last column of this table, a per annum rate
equal to 3.50%, and 0.00% thereafter.
(3) REMIC IV Regular Interests LTA-IO will not have an Uncertificated
Principal Balance, but will accrue interest on its Uncertificated
Notional Amount outstanding from time to time which shall equal the
Uncertificated Principal Balance of REMIC III Regular Interest LTB with
the same numerical designation (the "Related REMIC III Regular Interest
LTB") for Distribution Dates on or before the Latest Possible Maturity
Date for such REMIC IV Regular Interest LTA-IO, and thereafter shall be
$0.00.
REMIC V
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC IV Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC V. The Class R-V Certificates will represent the sole
Class of "residual interests" in REMIC V for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing "regular interests"
in REMIC V. The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC V Regular Certificates shall be the Maturity Date.
4
AGGREGATE
INITIAL MONTH OF
CERTIFICATE FINAL
PRINCIPAL SCHEDULED
PASS-THROUGH BALANCE/NOTIONAL DISTRIBUTION INITIAL
DESIGNATION TYPE RATE AMOUNT FEATURES DATE RATINGS
S&P Moody's
Class A-I-1 Regular Adjustable(1)$228,041,000 Senior/Adjustable November 2020 AAA Aaa
Rate
Class A-I-2 Regular 2.08%(2) $38,207,000 Senior/Fixed December 2022 AAA Aaa
Rate
Class A-I-3 Regular 2.51%(2) $136,457,000 Senior/Fixed July 2029 AAA Aaa
Rate
Class A-I-4 Regular 3.49%(2) $47,105,000 Senior/Fixed February 2031 AAA Aaa
Rate
Class A-I-5 Regular 4.67%(2)(3) $60,440,000 Senior/Fixed June 2033 AAA Aaa
Rate
Class A-I-6 Regular 3.87%(2) $65,000,000 Senior/Fixed June 2033 AAA Aaa
Rate/Lockout
Class A-I-IO Regular 3.50%(4) $116,000,000 Senior/Fixed November 2005 AAA Aaa
Rate/Interest
Only
Class A-II-A Regular(5) Adjustable(6)$250,000,000 Senior/Adjustable June 2033 AAA Aaa
Rate
Class A-II-B Regular(5) Adjustable(6)$200,000,000 Senior/Adjustable June 2033 AAA Aaa
Rate
Class A-III Regular(5) Adjustable(6)$200,000,000 Senior/Adjustable June 2033 AAA Aaa
Rate
Class M-I-1 Regular 4.61%(2)(3) $34,125,000 Mezzanine/Fixed June 2033 AA Aa2
Rate
Class M-I-2 Regular 5.010%(2)(3) $24,375,000 Mezzanine/Fixed June 2033 A+ A2
Rate
Class M-I-3 Regular 6.03%(2)(3) $16,250,000 Mezzanine June 2033 BBB+ Baa2
/Fixed Rate
Class SB-I Regular (7) $6.27 Subordinate June 2033 N/R N/R
(7)
Class SB-II Regular (7) $535.27 Subordinate June 2033 N/R N/R
(7)
Class SB-III Regular (7) $72.51 Subordinate June 2033 N/R N/R
(7)
---------------
(1) The REMIC V Regular Interest ownership of which is represented by the Class
A-I-1 Certificates will accrue interest at a per annum rate equal to LIBOR
plus 0.08%, subject to a payment cap as described in the definition of
"Pass-Through Rate" herein and the provisions for the payment of Group I Net
WAC Cap Shortfalls herein.
(2) The REMIC V Regular Interests ownership of which is represented by the Class
A-I-2, Class A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I-1,
Class M-I-2 and Class M-I-3 Certificates are subject to a payment cap as
described in the definition of "Pass-Through Rate" herein and the provisions
for the payment of Group I Net WAC Cap Shortfalls herein.
(3) Beginning on the second Distribution Date after the first possible Group I
Optional Termination Date, the Pass-Through Rates for the Class A-I-5, Class
M-I-1, Class M-I-2 and Class M-I-3 Certificates will increase by 0.50% per
annum.
(4) On and after the 30th Distribution Date, the Pass-Through Rate on the Class
A-I-IO Certificates shall equal 0.00%.
(5) The Class A-I, Class A-II, Class A-III and Class M-I Certificates will
represent ownership of the REMIC V Regular Interests and, with respect to
the Class A-II and A-III Certificates, together with certain rights to
payments to be made from amounts received under the Hedge Agreements which
will be deemed made for federal income tax purposes outside of REMIC V by
the holders of the Class SB-II Certificates and SB-III Certificates as the
owner of the Hedge Agreements.
(6) The REMIC V Regular Interests ownership of which is represented by the Class
A-II-A, Class A-II-B and Class A-III Certificates, will accrue interest at a
per annum rate equal to LIBOR plus the applicable Margin, each subject to a
payment cap as described in the definition of "Pass-Through Rate" and the
provisions for the payment of Class A-II-A Basis Risk Shortfalls, Class
A-II-B Basis Risk Shortfalls and Class A-III Basis Risk Shortfalls herein.
The Class A-II-A, Class A-II-B and Class A-III Certificates will also
entitle their holders to certain payments from the Holders of the SB-II
Certificates and Class SB-III Certificates from amounts received under the
Hedge Agreements, which will not be a part of their ownership of the REMIC
III Regular Interests.
(7) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates will
not accrue interest on their Certificate Principal Balance. The Class SB-I,
Class SB-II and Class SB-III Certificates will each be comprised of two
REMIC V regular interests, a principal only regular interest designated
SB-I-PO, SB-II-PO and SB-III-PO, respectively, and an interest only regular
interest designated SB-I-IO, SB-II-IO and SB-III-IO, respectively, which
will be entitled to distributions as set forth herein. The rights of the
Holders of the Class SB-II and Class SB-III Certificates to payments from
the Hedge Agreements shall be outside and apart from its rights under the
REMIC V Regular Interests SB-II-IO, SB-II-PO, SB-III-IO and SB-III-PO.
5
The Group I Loans, which are a part of Trust Fund I as more fully
described herein, have an aggregate Cut-off Date Principal Balance equal to
approximately $650,000,006.27. The Group I Loans are fixed-rate, fully
amortizing and balloon payment, first lien and junior lien mortgage loans having
terms to maturity at origination or modification of generally not more than 30
years, or in the case of some of the Group I Loans, not more than 15 years. The
Group II Loans, which are a part of Trust Fund II as more fully described
herein, have an aggregate Cut-off Date Principal Balance equal to approximately
$450,000,535.27. The Group III Loans, which are a part of Trust Fund II as more
fully described herein, have an aggregate Cut-off Date Principal Balance equal
to approximately $200,000,072.51. The Group II Loans and Group III Loans are
adjustable-rate, fully amortizing, first lien mortgage loans having terms to
maturity at origination or modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
-----------
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
each Class of Class A Certificates and Class M-I Certificates, interest accrued
during the related Interest Accrual Period on the Certificate Principal Balance
or Notional Amount, as applicable, thereof immediately prior to such
Distribution Date at the related Pass-Through Rate for that Distribution Date,
less any of the following interest shortfalls from the Related Group, if any,
allocated to that Class of Certificates, for that Distribution Date:
(i) with respect to the Class A-II Certificates and Class A-III
Certificates, the interest portion (adjusted to the Net Mortgage Rate
(or the Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Excess Realized Losses on the Related Group to the extent
allocated to such Class of Class A Certificates,
(ii) with respect to the Class A-II Certificates and Class A-III
Certificates, the interest portion of Advances previously made with
respect to the Related Group or REO Property in the Related Group which
remained unreimbursed following the Cash Liquidation or REO Disposition
of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Realized
Losses, and
(iii) any other interest shortfalls on the Related Group not covered by Excess
Cash Flow pursuant to Section 4.02, including Relief Act Shortfalls and
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16, but excluding the interest portion of
Realized Losses other than Excess Realized Losses,
with all such reductions relating to the Group I Loans allocated to the Class
A-I Certificates and Class M-I Certificates on a pro rata basis, in accordance
with the amount of Accrued Certificate Interest which would have been due absent
6
such reductions. Accrued Certificate Interest on the Class A-II Certificates and
Class A-III Certificates for any Distribution Date shall also be reduced by any
interest shortfalls resulting from the failure of the Hedge Agreement Provider
to make the related required Hedge Payment for such Distribution Date. Accrued
Certificate Interest for any Distribution Date shall further be reduced by the
interest portion of Realized Losses allocated to any Class of Certificates
pursuant to Section 4.05. Accrued Certificate Interest on the Class A-I
Certificates (other than the Class A-I-1 Certificates) and Class M-I
Certificates shall accrue interest on the basis of a 360-day year consisting of
twelve 30-day months. Accrued Certificate Interest on the Class A-I-1
Certificates, Class A-II Certificates and Class A-III Certificates shall accrue
on the basis of a 360-day year and the actual number of days in the related
Interest Accrual Period.
With respect to each Distribution Date and each Class of Class SB
Certificates, interest accrued during the preceding Interest Accrual Period at
the related Pass-Through Rate on the Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such Distribution Date in
each case, reduced by any interest shortfalls with respect to the Related Group
including Prepayment Interest Shortfalls to the extent not covered by
Compensating Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant
to Section 4.02. Accrued Certificate Interest on the Class SB Certificates shall
accrue on the basis of a 360-day year and the actual number of days in the
related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each Group II Loan and Group III 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: With respect 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 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: With respect 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, 4.07 or 4.08 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b))
and (ii) payments which represent early receipt of scheduled payments of
principal and interest due on a date or dates subsequent to the Due Date in the
related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of
(i) the appraised value of such Mortgaged Property based upon the appraisal made
7
at the time of the origination of the related Mortgage Loan, and (ii) the sales
price of the Mortgaged Property at such time of origination, except in the case
of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value based upon the appraisal made at the time
of origination of the loan which was refinanced or modified or the appraised
value determined in an appraisal at the time of refinancing or modification, as
the case may be.
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, attached hereto as Exhibit R.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Basis Risk Shortfalls: With respect to the Certificate Guaranty
Insurance Policy and the Insurance Agreement, shall mean the aggregate of the
amounts described in clause (a) of the definitions of Group I Net WAC Cap
Shortfalls, Class A-II-A Basis Risk Shortfalls, Class A-II-B Basis Risk
Shortfalls and Class A-III Basis Risk Shortfalls.
Basis Risk Shortfall Carry-Forward Amounts: With respect to the
Certificate Guaranty Insurance Policy and the Insurance Agreement, shall mean
the aggregate of the amounts described in clauses (b) and (c) of the definitions
of Group I Net WAC Cap Shortfalls, Class A-II-A Basis Risk Shortfalls, Class
A-II-B Basis Risk Shortfalls and Class A-III Basis Risk Shortfalls.
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 California, the State of
Minnesota, the State of Texas, the State of New York or the State of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 through September 30, and October 1 through December 31.
Capitalization Reimbursement Amount: With respect to any Loan Group and
any Distribution Date, the amount of Advances or Servicing Advances that were
added to the Stated Principal Balance of the Mortgage Loans in such Loan Group
during the prior calendar month and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date pursuant to Section
3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than
a Mortgage Loan as to which an REO Acquisition occurred, a determination by the
8
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-I Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2003-KS4" and which account shall be held for the benefit of the
Certificateholders and the Certificate Insurer and which must be an Eligible
Account. Any such account or accounts created and maintained subsequent to the
Closing Date shall be subject to the approval of the Certificate Insurer, which
approval shall not be unreasonably withheld.
Certificate Account Deposit Date: With respect 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. Unless
otherwise indicated in this Agreement, the Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions taken by the Trustee on
behalf of the Certificateholders, with respect to the Class A-II Certificates
and Class A-III Certificates, such reference to Certificateholders shall include
the Certificate Insurer so long as no Certificate Insurer Default has occurred
and is continuing.
Certificate Guaranty Insurance Policy: The Certificate Guaranty
Insurance Policy No. AB0670BE issued by the Certificate Insurer in respect of
the Class A-II Certificates and Class A-III Certificates, a copy of which is
attached hereto as Exhibit Q.
Certificate Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance corporation or its successors in interest.
Certificate Insurer Account: An account of the Certificate Insurer
maintained at Citibank, N.A. (ABA No. 021-000089), Account No. 00000000,
Attention: Xxxxxx Xxxxxx, or such other account as may be designated by the
Certificate Insurer to the Trustee in writing not less than five Business Days
prior to the related Distribution Date.
Certificate Insurer Default: The existence and continuance of any of the
following: (a) a failure by the Certificate Insurer to make a payment required
under the Certificate Guaranty Insurance Policy in accordance with its terms; or
(b)(i) the Certificate Insurer (A) files any petition or commences any case or
proceeding under any provision or chapter of the Bankruptcy Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (B) makes a general assignment for the benefit of
9
its creditors, or (C) has an order for relief entered against it under the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is
final and nonappealable; or (ii) a court of competent jurisdiction, the
Wisconsin insurance department or other competent regulatory authority enters a
final and nonappealable order, judgment or decree (A) appointing a custodian,
trustee, agent or receiver for the Certificate Insurer or for all or any
material portion of its property or (B) authorizing the taking of possession by
a custodian, trustee, agent or receiver of the Certificate Insurer (or the
taking of possession of all or any material portion of the property of the
Certificate Insurer).
Certificate Insurer Premium: The premium payable to the Certificate
Insurer on each Distribution Date in an amount equal to one-twelfth of the
product of the applicable Certificate Insurer Premium Rate and the aggregate
Certificate Principal Balance of the Class A-II Certificates and Class A-III
Certificates immediately prior to such Distribution Date.
Certificate Insurer Premium Modified Rate: With respect to any
Distribution Date, (i) in the case of the Class A-II Certificates, the
Certificate Insurer Premium Rate for the Class A-II Certificates times a
fraction equal to (x) the aggregate Certificate Principal Balance of the Class
A-II Certificates as of such date over (y) the aggregate Stated Principal
Balance of the Group II Loans as of such date, and (ii) in the case of the Class
A-III Certificates, the Certificate Insurer Premium Rate for the Class A-III
Certificates times a fraction equal to (x) the aggregate Certificate Principal
Balance of the Class A-III Certificates as of such date over (y) the aggregate
Stated Principal Balance of the Group III Loans as of such date.
Certificate Insurer Premium Rate: With respect to each Class of Class
A-II Certificates and Class A-III Certificates and any date of determination,
the per annum rate specified in the Insurance Agreement for the purpose of
calculating the Certificate Insurer Premium.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate
(other than a Class A-I- IO Certificate) or Class M-I 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 thereof (including such amounts paid pursuant to
the Certificate Guaranty Insurance Policy) pursuant to Sections 4.02(c),(d) and
(e) 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 (other than any such amounts included in an Insured Amount and paid
pursuant to the Certificate Guaranty Insurance Policy). With respect to each
Class SB-I Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an amount equal
to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of
the Group I Loans over (B) the then aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates then outstanding, which
represents the sum of (i) the Initial Principal Balance of the REMIC V Regular
Interest SB-I-PO, as reduced by Realized Losses allocated thereto and payments
deemed made thereon, and (ii) accrued and unpaid interest on the REMIC V Regular
Interest SB-I-IO, as reduced by Realized Losses allocated thereto. With respect
to each Class SB-II Certificate, on any date of determination, an amount equal
to the Percentage Interest evidenced by such Certificate multiplied by an amount
equal to (i) the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Group II Loans over (B) the then aggregate Certificate Principal
Balance of the Class A-II Certificates then outstanding, which represents the
10
sum of (i) the Initial Principal Balance of the REMIC V Regular Interest
SB-II-PO, as reduced by Realized Losses allocated thereto and payments deemed
made thereon, and (ii) accrued and unpaid interest on the REMIC V Regular
Interest SB-II-IO, as reduced by Realized Losses allocated thereto. With respect
to each Class SB-III Certificate, on any date of determination, an amount equal
to the Percentage Interest evidenced by such Certificate multiplied by an amount
equal to (i) the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Group III Loans over (B) the then aggregate Certificate Principal
Balance of the Class A-III Certificates then outstanding, which represents the
sum of (i) the Initial Principal Balance of the REMIC V Regular Interest
SB-III-PO, as reduced by Realized Losses allocated thereto and payments deemed
made thereon, and (ii) accrued and unpaid interest on the REMIC V Regular
Interest SB-III-IO, as reduced by Realized Losses allocated thereto. The Class R
Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I Certificates, Class A-II
Certificates or Class A-III Certificates.
Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5, Class A-I-6 or Class A-I-IO Certificates.
Class A-I Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the Group I Principal Distribution Amount for that
Distribution Date or (b) on or after the Group I Stepdown Date if a Group I
Trigger Event is not in effect for that Distribution Date, the lesser of:
(iv) the Group I Principal Distribution Amount for that Distribution Date;
and
(v) the excess, if any, of (A) the aggregate Certificate Principal Balance
of the Class A-I Certificates immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the related
Subordination Percentage and (2) the aggregate Stated Principal Balance
of the Group I Loans after giving effect to distributions to be made on
that Distribution Date and (y) the excess of the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, over the Group I
Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
11
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-6 Certificate: Any one of the Class A-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
(y) the Class A-I-6 Pro Rata Distribution Amount for that Distribution Date. In
no event shall the Class A-I-6 Lockout Distribution Amount for a Distribution
Date exceed the Class A-I Principal Distribution Amount for that Distribution
Date.
Class A-I-6 Lockout Percentage: For each Distribution Date, the
applicable percentage set forth below:
(i) for any Distribution Date from June 2003 through and including May 2006, 0%;
(ii) for any Distribution Date from June 2006 through and including May 2008,
45%;
(iii) for any Distribution Date from June 2008 through and including May 2009,
80%;
(iv) for any Distribution Date from June 2009 through and including May 2010,
100%; and
(v) for any Distribution Date from June 2010 and thereafter, 300%.
Class A-I-6 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal Distribution Amount for
that Distribution Date.
Class A-I-IO Certificate: Any one of the Class A-I-IO Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
12
Class A-II Certificates: Any one of the Class A-II-A Certificates or
Class A-II-B Certificates.
Class A-II Interest Distribution Amount: With respect to each Class of
Class A-II Certificates and any Distribution Date, the amount available for
payment of Accrued Certificate Interest thereon for that Distribution Date plus
Accrued Certificate Interest thereon remaining unpaid from any prior
Distribution Date, in the amounts and priority as follows:
(i) first, from the Group II Interest Remittance Amount derived from the
related Sub-Group;
(ii) second, from the Group II Interest Remittance Amount derived from the
non-related Sub-Group after taking into account any payments in respect
of interest on the other Class of Class A-II Certificates made in clause
(i) above;
(iii) third, from the Group II Principal Remittance Amount derived from the
related Sub-Group; and
(iv) fourth, from the Group II Principal Remittance Amount derived from the
non-related Sub-Group after taking into account any payments in respect
of interest on the other class of Class A-II Certificates made in clause
(iii) above.
Class A-II-A Basis Risk Shortfalls: With respect to the Class A-II-A
Certificates and each Distribution Date, the sum of (a) with respect to any
Distribution Date on which the Group II-A Net WAC Cap Rate is used to determine
the Pass-Through Rate of such Class, an amount equal to the sum of (i) the
excess of (x) Accrued Certificate Interest for such Class calculated at a rate
equal to LIBOR plus the related Margin for such Distribution Date; provided that
this rate is no greater than the Group II-A Weighted Average Maximum Net
Mortgage Rate, over (y) Accrued Certificate Interest for such Class calculated
using the Group II-A Net WAC Cap Rate, and (ii) an amount equal to any reduction
in the Accrued Certificate Interest of such Class due to the failure of the
Hedge Agreement Provider to make any required Hedge Payment in respect of the
Class A-II-A Certificates with respect to such Distribution Date, (b) any
shortfalls for such Class calculated pursuant to clause (a) above remaining
unpaid from prior Distribution Dates, and (c) one month's interest on the amount
in clause (b) (based on the number of days in the preceding Interest Accrual
Period) at a rate equal to the lesser of (i) LIBOR plus the related Margin for
such Distribution Date and (ii) the Group II-A Weighted Average Maximum Net
Mortgage Rate.
Class A-II-A Certificate: Any one of the Class A-II-A Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group II-A Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC V for purposes of the REMIC Provisions and (ii) the right to receive
payments under the related Hedge Agreement.
Class A-II-A Margin: Initially, 0.29% per annum, and on any Distribution
Date or on or after the second Distribution Date after the first possible Group
II & III Optional Termination Date, 0.58% per annum.
13
Class A-II-A Principal Distribution Amount: For any Distribution Date,
the product of (x) the Group II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the Group II
Principal Allocation Amount for the Group II-A Loans for such Distribution Date
and the denominator of which is the Group II Principal Allocation Amount for all
of the Group II Loans for such Distribution Date.
Class A-II-B Basis Risk Shortfalls: With respect to the Class A-II-B
Certificates and each Distribution Date, the sum of (a) with respect to any
Distribution Date on which the Group II-B Net WAC Cap Rate is used to determine
the Pass-Through Rate of such Class, an amount equal to the sum of (i) the
excess of (x) Accrued Certificate Interest for such Class calculated at a rate
equal to LIBOR plus the related Margin for such Distribution Date; provided that
this rate is no greater than the Group II-B Weighted Average Maximum Net
Mortgage Rate, over (y) Accrued Certificate Interest for such Class calculated
using the Group II-B Net WAC Cap Rate, and (ii) an amount equal to any reduction
in the Accrued Certificate Interest of such Class due to the failure of the
Hedge Agreement Provider to make any required Hedge Payment in respect of the
Class A-II-B Certificates with respect to such Distribution Date, (b) any
shortfalls for such Class calculated pursuant to clause (a) above remaining
unpaid from prior Distribution Dates, and (c) one month's interest on the amount
in clause (b) (based on the number of days in the preceding Interest Accrual
Period) at a rate equal to the lesser of (i) LIBOR plus the related Margin for
such Distribution Date and (ii) the Group II-B Weighted Average Maximum Net
Mortgage Rate.
Class A-II-B Certificate: Any one of the Class A-II-B Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group II-B Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
payments under the related Hedge Agreement.
Class A-II-B Margin: Initially, 0.29% per annum, and on any Distribution
Date on or after the second Distribution Date after the first possible Group II
& III Optional Termination Date, 0.58% per annum.
Class A-II-B Principal Distribution Amount: For any Distribution Date,
the product of (x) the Group II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the Group II
Principal Allocation Amount for the Group II-B Loans for such Distribution Date
and the denominator of which is the Group II Principal Allocation Amount for all
of the Group II Loans for such Distribution Date.
Class A-III Basis Risk Shortfalls: With respect to the Class A-III
Certificates and each Distribution Date, the sum of (a) with respect to any
Distribution Date on which the Group III Net WAC Cap Rate is used to determine
the Pass-Through Rate of such Class, an amount equal to the sum of (i) the
excess of (x) Accrued Certificate Interest for such Class calculated at a rate
equal to LIBOR plus the related Margin for such Distribution Date; provided that
this rate is no greater than the Group III Weighted Average Maximum Net Mortgage
Rate, over (y) Accrued Certificate Interest for such Class calculated using the
Group III Net WAC Cap Rate, and (ii) an amount equal to any reduction in the
Accrued Certificate Interest of such Class due to the failure of the Hedge
Agreement Provider to make any required Hedge Payment in respect of the Class
A-III Certificates with respect to such Distribution Date, (b) any shortfalls
for such Class calculated pursuant to clause (a) above remaining unpaid from
prior Distribution Dates, and (c) one month's interest on the amount in clause
(b) (based on the number of days in the preceding Interest Accrual Period) at a
rate equal to the lesser of (i) LIBOR plus the related Margin for such
Distribution Date and (ii) the Group III Weighted Average Maximum Net Mortgage
Rate.
14
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, senior to the Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group III Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
payments under the related Hedge Agreement.
Class A-III Margin: Initially, 0.29% per annum, and on any Distribution
Date on or after the second Distribution Date after the first possible Group II
& III Optional Termination Date, 0.58% per annum.
Class M-I Certificates: Any one of the Class M-I-1 Certificates, Class
M-I-2 Certificates or Class M-I-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class
M-I-2, Class M-I-3, Class SB and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates (after taking into account
the payment of the Class A-I Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class
M-I-1 Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the related Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Group I Loans after
giving effect to distributions to be made on that Distribution Date and (y)
the excess of the aggregate Stated Principal Balance of the Group I Loans
after giving effect to distributions to be made on that Distribution Date,
over the Group I Overcollateralization Floor.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class
M-I-3, Class SB and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC V for purposes of the REMIC Provisions.
Class M-I-2 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
15
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount and the Class M-I-1 Principal Distribution Amount or (b) on or after the
Group I Stepdown Date if a Group I Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount and
the Class M-I-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates and Class M-I-1
Certificates (after taking into account the payment of the Class A-I
Principal Distribution Amount and the Class M-I-1 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-2 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the related
Subordination Percentage and (2) the aggregate Stated Principal Balance of
the Group I Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess of the aggregate Stated Principal
Balance of the Group I Loans after giving effect to distributions to be
made on that Distribution Date, over the Group I Overcollateralization
Floor.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class SB
and Class R Certificates with respect to distributions and the allocation of
Realized Losses in respect of Group I Loans as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC V for
purposes of the REMIC Provisions.
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount and
the Class M-I-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates
and Class M-I-2 Certificates (after taking into account the payment of the
Class A-I Principal Distribution Amount, the Class M-I-1 Principal
Distribution Amount and the Class M-I-2 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-I-3 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the related Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Group I
Loans after giving effect to distributions to be made on that Distribution
Date and (y) the excess of the aggregate Stated Principal Balance of the
Group I Loans after giving effect to distributions to be made on that
Distribution Date, over the Group I Overcollateralization Floor.
Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III,
Class R-IV or Class R-V Certificates.
16
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.
Class R-V Certificate: Any one of the Class R-V 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 V for purposes of the REMIC Provisions.
Class SB Certificate: Any one of the Class SB-I Certificates, Class
SB-II Certificates or Class SB-III Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit C, subordinate to the Class A Certificates
and Class M-I Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC V for purposes of the REMIC
Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, subordinate to the Class
A Certificates and Class M-I Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing an
interest comprised of "regular interests" in REMIC V together with certain
rights to payments under the related Hedge Agreements for purposes of the REMIC
Provisions.
Class SB-III Certificate: Any one of the Class SB-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, subordinate to the Class
A Certificates and Class M-I Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing an
interest comprised of "regular interests" in REMIC V together with certain
rights to payments under the related Hedge Agreement for purposes of the REMIC
Provisions.
Closing Date: May 29, 2003.
Code: The Internal Revenue Code of 1986.
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Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount
paid by the Master Servicer in accordance with Section 3.16(f).
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 JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New
York, New York 10004, Attn: Institutional Trust Services/Structured Finance
Services, RASC 2003-KS4. For purposes of Section 3.21 of this Agreement,
however, such term shall mean the office of the Mortgage Insurance Co-Trustee,
located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, or such
other office as the Mortgage Insurance Co-Trustee shall designate.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
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 and for the Certificate Insurer,
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: Xxxxx Fargo Bank, N.A., or any successor custodian appointed
pursuant to a Custodial Agreement and reasonably acceptable to the Certificate
Insurer.
Cut-off Date: May 1, 2003.
Cut-off Date Pool Balance: The Group I Cut-off Date Pool Balance, Group II
Cut-off Date Pool Balance or Group III Cut-off Date Pool Balance, as applicable.
Cut-off Date Principal Balance: With respect 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
May 2003), 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.
Deficiency Amount: With respect to the Class A-II Certificates or Class
A-III Certificates and any Distribution Date, as defined in the Certificate
Guaranty Insurance Policy.
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.
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Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquency Ratio: With respect to any Distribution Date and the
Mortgage Loans, the percentage equivalent of a fraction (a) the numerator of
which equals the sum of (i) 100% of the aggregate Stated Principal Balance of
all Mortgage Loans that are 90 or more days Delinquent, (ii) 75% of the
aggregate Stated Principal Balance of all Mortgage Loans that are in foreclosure
and (iii) 100% of the aggregate Stated Principal Balance of all Mortgage Loans
that are converted to REO Properties, in each case as of the last day of the
related Due Period and (b) the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of such Due Period.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
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(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Derivative Contract: Any ISDA Master Agreement, together with the
related Schedule and Confirmation, entered into by the Trustee and a Derivative
Counterparty in accordance with Section 4.11.
Derivative Counterparty: Any counterparty to a Derivative Contract as
provided in Section 4.11.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, including, if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
19
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of the Code and any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause either REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in June 2003 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,
the Insurance Account, the Mortgage Insurance Premium Taxes Reserve Fund, a
trust account or accounts maintained in the corporate trust division of JPMorgan
Chase Bank, 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).
Eligible Master Servicing Compensation: With respect to any Distribution
Date and each Loan Group, the lesser of (a) one-twelfth of 0.125% of the Stated
Principal Balance of the related Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain
20
on amounts held in the Custodial Account and the Certificate Account and payable
to the Certificateholders with respect to such Distribution Date, in each case
with respect to the related Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02(a) except as may be required pursuant to the last sentence of such
Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: Group I Excess Cash Flow, Group II Excess Cash Flow or
Group III Excess Cash Flow, as applicable.
Excess Loss: With respect to the Certificate Guaranty Insurance Policy and
the Insurance Agreement, shall mean Excess Realized Losses.
Excess Realized Loss: With respect to each of Loan Group II and Loan
Group III, any Realized Loss on a Mortgage Loan in such Loan Group to the extent
that the amount of such Realized Loss, plus the aggregate amount of such
Realized Losses on all of the Mortgage Loans in such Loan Group since the
Cut-off Date, is in excess of 10.00% of the related Cut-off Date Pool Balance,
if there is a MI Policy Provider Default under the MI Policy, and 6.50% of the
related Cut-off Date Pool Balance, if there is no MI Policy Provider Default
under the MI Policy.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of
determination, the sum of the applicable Servicing Fee Rate, the per annum rate
at which the applicable Subservicing Fee accrues and the applicable Mortgage
Insurance Premium Rate, if any.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates,
November 25, 2020; with respect to the Class A-I-2 Certificates, December 25,
2022; with respect to the Class A-I-3 Certificates, July 25, 2029; with respect
to the Class A-I-4 Certificates, February 25, 2031; with respect to the Class
A-I-IO Certificates, November 25, 2005; and with respect to the Class A-I-5
Certificates, Class A-I-6 Certificates, Class A-II Certificates, Class A-III
Certificates, Class M-I Certificates and Class SB Certificates, June 25, 2033.
No event of default under this Agreement will arise or become applicable solely
by reason of the failure to retire the entire Certificate Principal Balance of
any Class of Class A Certificates or Class M-I Certificates on or before its
Final Scheduled Distribution Date.
Foreclosure Profits: With respect 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
21
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.
Form 10-K Certification: As defined in Section 4.03(e).
Formula Rate: With respect to the Class A-I and Class M-I Certificates, a
per annum rate equal to:
(i) with respect to the Class A-I-1 Certificates, LIBOR plus 0.08%;
(ii) with respect to the Class A-I-2 Certificates, 2.08%;
(iii) with respect to the Class A-I-3 Certificates, 2.51%;
(iv) with respect to the Class A-I-4 Certificates, 3.49%;
(v) with respect to the Class A-I-5 Certificates and any
Distribution Date occurring prior to the second Distribution
Date following the first possible Group I Optional Termination
Date, 4.67%, and with respect to any Distribution Date
occurring on or after the second Distribution Date following
the first possible Group I Optional Termination Date, 5.17%;
(vi) with respect to the Class A-I-6 Certificates, 3.87%;
(vii) with respect to the Class M-I-1 Certificates and any
Distribution Date occurring prior to the second Distribution
Date following the first possible Group I Optional Termination
Date, 4.61%, and with respect to any Distribution Date
occurring on or after the second Distribution Date following
the first possible Group I Optional Termination Date, 5.11%;
(viii)with respect to the Class M-I-2 Certificates and any
Distribution Date occurring prior to the second Distribution
Date following the first possible Group I Optional Termination
Date, 5.01%, and with respect to any Distribution Date
occurring on or after the second Distribution Date following
the first possible Group I Optional Termination Date, 5.51%;
and
(ix) with respect to the Class M-I-3 Certificates and any
Distribution Date occurring prior to the second Distribution
Date following the first possible Group I Optional Termination
Date, 6.03%, and with respect to any Distribution Date
occurring on or after the second Distribution Date following
the first possible Group I Optional Termination Date, 6.53%.
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
Gross Margin: With respect to each Group II Loan and Group III Loan, the
fixed percentage set forth in the related Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added to the
related Index on each Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.
22
Group I Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group I
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group I Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
I Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group I Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in respect of the Group I Loans and (v) any amount deposited in
the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group
I Loans, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (i) the Mortgage Insurance Premium payable in
respect of the Group I Loans to the MI Policy Provider, (ii) any payments or
collections consisting of prepayment charges on the Group I Loans that were
received during the related Prepayment Period, (iii) the Amount Held for Future
Distribution with respect to the Group I Loans, and (iv) 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 I Certificates: The Class A-I Certificates, Class M-I Certificates,
Class SB-I Certificates.
Group I Cut-off Date Balance: $650,000,006.27.
Group I Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group I Available
Distribution Amount for that Distribution Date over (ii) the sum of (a) the
Group I Interest Distribution Amount for that Distribution Date and (b) the
Group I Principal Remittance Amount for that Distribution Date to the extent not
applied to pay interest on the Class A-I Certificates on such Distribution Date
and (B) the Group I Overcollateralization Reduction Amount, if any, for that
Distribution Date.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group I Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(c)(i), (c)(ii), (c)(iii) and (c)(iv).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1.
Group I Net WAC Cap Rate: With respect to any Distribution Date, (1) a
per annum rate equal to the weighted average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date (and in the case of the
Class A-I-1 Certificates, multiplied by a fraction, the numerator of which is
equal to 30 and the denominator of which is equal to the actual number of days
in the related Interest Accrual Period), minus (2) a per annum rate equal to the
Pass-Through Rate for the Class A-I-IO Certificates for such Distribution Date
multiplied by a fraction, the numerator of which is (x) the Notional Amount of
the Class A-I-IO Certificates immediately prior to such Distribution Date, and
the denominator of which is (y) the aggregate Stated Principal Balance of the
Group I Loans as of the beginning of the related Due Period. The foregoing rate
is equal to the weighted average of the Uncertificated REMIC III Pass-Through
23
Rates with respect to the REMIC III Regular Interests, such Uncertificated REMIC
III Pass-Through Rates being first reduced in the case of the REMIC III Regular
Interests LTB by the rate for such Distribution Date for the related REMIC IV
Regular Interest LTA-IO, weighted in each case by their respective
Uncertificated Principal Balances.
Group I Net WAC Cap Shortfalls: With respect to each Class of the Class
A-I Certificates (other than the Class A-I-IO Certificates) and the Class M-I
Certificates and each Distribution Date, the sum of (a) with respect to any
Distribution Date on which the Group I Net WAC Cap Rate is used to determine the
Pass-Through Rate of such Class, an amount equal the excess of (i) Accrued
Certificate Interest for such Class calculated at the related Formula Rate, over
(ii) Accrued Certificate Interest for such Class calculated using the Group I
Net WAC Cap Rate, (b) any shortfalls for such Certificates calculated pursuant
to clause (a) above remaining unpaid from prior Distribution Dates, and (c) one
month's interest on the amount in clause (b) above (based on the number of days
in the preceding Interest Accrual Period) at a rate equal to the related
Pass-Through Rate.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (after 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 I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates immediately prior to such
date.
Group I Overcollateralization Floor: With respect to the Group I Loans,
an amount equal to the product of (a) 0.50% and (b) the Group I Cut-off Date
Balance.
Group I Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group I Excess Cash Flow
for such Distribution Date available to make payments pursuant to Section
4.02(c)(viii), (2) the Group II Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(d)(viii) and (3) the
applicable Pro Rata Percentage of the Group III Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section 4.02(e)(xii),
and (b) the excess of (1) the Group I Required Overcollateralization Amount for
such Distribution Date over (2) the Group I Overcollateralization Amount for
such Distribution Date; provided, that until the Distribution Date in December
2003, the Group I Overcollateralization Increase Amount shall be $0.
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group I Excess Overcollateralization Amount
is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group I Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group I
Principal Remittance Amount for such Distribution Date.
Group I Pool Stated Principal Balance: With respect to any date of
determination, the aggregate Stated Principal Balances of the Group I Loans that
were Outstanding Mortgage Loans as of such date of determination.
Group I Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available
Distribution Amount over (y) the Group I Interest Distribution Amount, (ii) any
Group II Excess Cash Flow used to pay principal on the Class A-I Certificates or
Class M-I Certificates pursuant to Section 4.02(d) and (iii) any Group III
Excess Cash Flow used to pay principal on the Class A-I Certificates or Class
M-I Certificates pursuant to Section 4.02(e), and (b) the sum of:
24
(i) the principal portion of each Monthly Payment received or Advanced with
respect to the related Due Period on each Outstanding Mortgage Loan that
is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the Custodial Account
in connection with the substitution of a Deleted Mortgage Loan that is a
Group I Loan pursuant to Section 2.03 or 2.04 during the related
Prepayment Period;
(iii) the principal portion of all other unscheduled collections on the Group
I Loans (including, without limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to have been so
received) to the extent applied by the Master Servicer as recoveries of
principal of the Group I Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to have
been incurred) on any Group I Loans in the calendar month preceding such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date; and
(v) commencing on the Distribution Date in December 2003, the Group I
Overcollateralization Increase Amount for such Distribution Date to the
extent covered by Group I Excess Cash Flow or Group II Excess Cash Flow
for such Distribution Date;
minus
(vi) (A) the amount of any Group I Overcollateralization Reduction Amount for
such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group I Loans for such Distribution
Date.
Group I Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group I Principal Distribution Amount for that Distribution Date.
Group I REMIC Net WAC Rate: For any Distribution Date, the weighted
average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage
Rate) for the Group I Loans using the Net Mortgage Rates in effect for the
Monthly Payments due on such Mortgage Loans during the related Due Period,
weighted on the basis of the respective Stated Principal Balances thereof for
such Distribution Date.
Group I Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Distribution Date in December 2003, the
initial Group I Overcollateralization Amount, (b) on or after the Distribution
Date in December 2003 but prior to the Group I Stepdown Date, an amount equal to
1.50% of the aggregate Stated Principal Balance of the Group I Loans as of the
Cut-off Date, (c) on or after the Group I Stepdown Date provided a Group I
Trigger Event is not in effect, the greater of (i) an amount equal to 3.00% of
the aggregate outstanding Stated Principal Balance of the Group I Loans and (ii)
the related Overcollateralization Floor and (d) on or after the Group I Stepdown
Date if a Group I Trigger Event is in effect, an amount equal to the Group I
Required Overcollateralization Amount from the immediately preceding
25
Distribution Date. The Group I Required Overcollateralization Amount may be
reduced so long as written confirmation is obtained from each Rating Agency that
such reduction shall not reduce the rating assigned to the Class A-I
Certificates and Class M-I Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency.
Group I Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates and (ii) the Group I Overcollateralization Amount, in
each case prior to the distribution of the Group I Principal Distribution Amount
on such Distribution Date and the denominator of which is the Group I Pool
Stated Principal Balance after giving effect to distributions to be made on that
Distribution Date.
Group I Stepdown Date: That Distribution Date which is earliest to occur
of (a) the Distribution Date on which the aggregate Certificate Principal
Balance of the Class A-I Certificates has been reduced to zero and (b) the later
to occur of (i) the Distribution Date in June 2006 and (ii) the first
Distribution Date on which the Group I Senior Enhancement Percentage is equal to
or greater than 26.00%.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date on or after the Stepdown Date if either (a) the product
of 1.25 and the Sixty-Plus Delinquency Percentage for the Group I Loans and that
Distribution Date, equals or exceeds the Group I Senior Enhancement Percentage
for that Distribution Date or (b) the aggregate amount of Realized Losses on the
Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds the
following amounts:
(i) from June 2006 to and including May 2007: 1.70%
(ii) from June 2007 to and including May 2008: 2.65%
(iii) from June 2008 to and including May 2009: 3.40%
(iv) June 2009 and thereafter: 4.25%.
Group II & III Optional Termination Date: Any Distribution Date on or
after which the aggregate Stated Principal Balance (after giving effect to
distributions to be made on such Distribution Date) of the Group II Loans and
Group III Loans is less than 10.00% of the sum of (x) the Group II Cut-off Date
Balance and (y) the Group III Cut-off Date Balance.
Group II Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group II
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group II Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
II Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group II Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in respect of the Group II Loans, (v) any amount deposited in
the Certificate Account pursuant to Section 4.07, 4.08 or 9.01 in respect of the
Group II Loans and (vi) amounts on deposit in the Certificate Account in respect
of an Insured Amount pursuant to Section 4.01(a) allocable to the Class A-II
Certificates, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (i) the Mortgage Insurance Premium
payable in respect of the Group II Loans to the MI Policy Provider, (ii) any
payments or collections consisting of prepayment charges on the Group II Loans
26
that were received during the related Prepayment Period, (iii) the Amount Held
for Future Distribution with respect to the Group II Loans, (iv) 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) and (v) the Certificate Insurer Premium payable with respect to
the Class A-II Certificates.
Group II Certificates: The Class A-II Certificates and Class SB-II
Certificates.
Group II Cumulative Insurance Payments: As of any time of determination,
the aggregate amount of all Insured Amounts previously paid by the Certificate
Insurer under the Certificate Guaranty Insurance Policy in respect of the Class
A-II Certificates (other than those attributable to Excess Realized Losses)
minus (a) the aggregate of all payments previously made to the Certificate
Insurer pursuant to Sections 4.02(d)(vi) and 4.02(e)(xi) hereof as reimbursement
for such Insured Amounts, plus (b) interest thereon from the date such amounts
became due until paid in full, at a rate of interest equal to the rate set forth
in the Insurance Agreement.
Group II Cut-off Date Balance: $450,000,535.27.
Group II Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group II Available
Distribution Amount for that Distribution Date increased by the amount, if any,
paid from the Hedge Payment for that Distribution Date pursuant to Section
4.02(d)(ii) over (ii) the sum of (a) the Group II Interest Distribution Amount
for that Distribution Date and (b) the Group II Principal Remittance Amount for
that Distribution Date to the extent not applied to pay interest on the Class
A-II Certificates on such Distribution Date and (B) the Group II
Overcollateralization Reduction Amount, if any, for that Distribution Date.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group II Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(d)(i) and (ii).
Group II Interest Remittance Amount: With respect to any Distribution
Date, the portion of the Group II Available Distribution Amount for that
Distribution Date attributable to interest received or advanced with respect to
the Group II Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as the Group II-A Loans and the Group
II-B Loans.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-II Certificates immediately prior to such date.
Group II Overcollateralization Floor: With respect to the Group II
Loans, an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off
Date Balance.
Group II Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group II Excess Cash
Flow for such Distribution Date available to make payments pursuant to Section
4.02(d)(vii), (2) the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(ix) and (3) the
applicable Pro Rata Percentage of the Group III Excess Cash Flow available to
make payments pursuant to Section 4.02(e)(xii) and (b) the excess of (1) the
27
Group II Required Overcollateralization Amount for such Distribution Date over
(2) the Group II Overcollateralization Amount for such Distribution Date;
provided, that until the Distribution Date in December 2003, the Group II
Overcollateralization Increase Amount shall be $0.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group II Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group II Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group II
Principal Remittance Amount for such Distribution Date.
Group II Pool Stated Principal Balance: With respect to any date of
determination, the aggregate Stated Principal Balances of the Group II Loans
that were Outstanding Mortgage Loans as of such date of determination.
Group II Principal Allocation Amount: With respect to any Distribution
Date and the Group II Loans, the sum of (a) the Group II Principal Remittance
Amount for that Distribution Date and (b) the principal portion of any Realized
Losses (other than Excess Realized Losses) incurred (or deemed to have been
incurred) on the Group II Loans in the calendar month preceding such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date; provided, that on any Distribution Date on which there is
insufficient Excess Cash Flow to cover all Realized Losses (other than Excess
Realized Losses) incurred (or deemed to have been incurred) on the Group II
Loans in the calendar month preceding such Distribution Date, in determining the
Class A-II-A Principal Distribution Amount and Class A-II-B Principal
Distribution Amount, the available Excess Cash Flow will be allocated to the
Class A-II-A Certificates and Class A-II-B Certificates, pro rata, based on the
principal portion of Realized Losses on the Group II-A Loans and Group II-B
Loans, respectively.
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount, (ii) any
Group I Excess Cash Flow used to pay principal on the Class A-II Certificates
pursuant to Section 4.02(c) and (iii) any Group III Excess Cash Flow used to pay
principal on the Class A-II Certificates pursuant to Section 4.02(e), and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with
respect to the related Due Period on each Outstanding Mortgage Loan that
is a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04,
4.07 or 4.08 and the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted Mortgage Loan
that is a Group II Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period;
(iii) the principal portion of all other unscheduled collections on the Group
II Loans (including, without limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to have been so
received) to the extent applied by the Master Servicer as recoveries of
principal of the Group II Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than Group II Excess
Realized Losses) incurred (or deemed to have been incurred) on any Group
II Loans in the calendar month preceding such Distribution Date to the
extent covered by Excess Cash Flow for such Distribution Date; and
28
(v) commencing with the Distribution Date in December 2003, the Group II
Overcollateralization Increase Amount for such Distribution Date to the
extent covered by Excess Cash Flow for such Distribution Date after the
allocation of Excess Cash Flow pursuant to clause (iv) above;
minus
(vi) (A) the amount of any Group II Overcollateralization Reduction Amount
for such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group II Loans for such
Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group II Principal Distribution Amount for that Distribution Date.
Group II REMIC Interest Distribution Amount: For any Distribution Date
and each Class of Class A-II Certificates, the Accrued Certificate Interest for
such Class reduced by the portion thereof attributable to the excess, if any, of
the related Pass-Through Rate over the related Group II REMIC Net WAC Rate.
Group II REMIC Net WAC Rate: For any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the Mortgage Loans in the Related Group 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 and (ii) a fraction
equal to 30 divided by the actual number of days in the related Interest Accrual
Period.
Group II Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Distribution Date in December 2003, the
initial Group II Overcollateralization Amount, and (b) on or after the
Distribution Date in December 2003, an amount equal to the Group II
Overcollateralization Floor. The Group II Required Overcollateralization Amount
may be reduced with the consent of the Certificate Insurer upon notice to the
Rating Agencies.
Group II-A Loan: The Mortgage Loans designated as Group II-A Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-2.
Group II-A Net WAC Cap Rate: With respect to any Distribution Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Group II-A 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 and (ii) a fraction equal to 30 divided by the actual number
of days in the related Interest Accrual Period, and (b) a per annum rate equal
to (i) the amount, if any, required to be paid under the related Hedge
Agreement, with respect to such Distribution Date divided by (ii) the aggregate
Stated Principal Balances of the Group II-A Loans multiplied by a fraction, the
numerator of which is 30, and the denominator of which is the actual number of
days in the related Interest Accrual Period.
29
Group II-A Weighted Average Maximum Net Mortgage Rate: The product of
(a) the weighted average of the Maximum Net Mortgage Rates on the Group II-A
Loans, weighted on the basis of the Stated Principal Balances thereof as of the
beginning of the related Due Period and (b) a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Group II-B Loan: The Mortgage Loans designated as Group II-B Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-3.
Group II-B Net WAC Cap Rate: With respect to any Distribution Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Group II-B 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 and (ii) a fraction equal to 30 divided by the actual number
of days in the related Interest Accrual Period, and (b) a per annum rate equal
to (i) the amount, if any, required to be paid under the related Hedge
Agreement, with respect to such Distribution Date divided by (ii) the aggregate
Stated Principal Balances of the Group II-B Loans multiplied by a fraction, the
numerator of which is 30, and the denominator of which is the actual number of
days in the related Interest Accrual Period.
Group II-B Weighted Average Maximum Net Mortgage Rate: The product of
(a) the weighted average of the Maximum Net Mortgage Rates on the Group II-B
Loans, weighted on the basis of the Stated Principal Balances thereof as of the
beginning of the related Due Period and (b) a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Group III Available Distribution Amount: With respect 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, 4.08 or 9.01 in
respect of the Group III Loans and (vi) amounts on deposit in the Certificate
Account in respect of an Insured Amount pursuant to Section 4.01(a) allocable to
the Class A-III Certificates, reduced by (b) the sum as of the close of business
on the immediately preceding Determination Date of (i) the Mortgage Insurance
Premium payable in respect of the Group III Loans to the MI Policy Provider,
(ii) any payments or collections consisting of prepayment charges on the Group
III Loans that were received during the related Prepayment Period, (iii) the
Amount Held for Future Distribution with respect to the Group III Loans, (iv)
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) and (v) the Certificate Insurer Premium payable
with respect to the Class A-III Certificates.
Group III Certificates: The Class A-III Certificates and Class SB-III
Certificates.
Group III Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Amounts previously paid by
the Certificate Insurer under the Certificate Guaranty Insurance Policy in
respect of the Class A-III Certificates (other than those attributable to Excess
30
Realized Losses) minus (a) the aggregate of all payments previously made to the
Certificate Insurer pursuant to Sections 4.02(d)(xvi) and 4.02(e)(v) hereof as
reimbursement for such Insured Amounts, plus (b) interest thereon from the date
such amounts became due until paid in full, at a rate of interest equal to the
rate set forth in the Insurance Agreement.
Group III Cut-off Date Balance: $200,000,072.51.
Group III Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group III Available
Distribution Amount for that Distribution Date increased by the amount, if any,
paid from the related Hedge Payment for that Distribution Date pursuant to
Section 4.02(e)(ii) over (ii) the sum of (a) the Group III Interest Distribution
Amount for that Distribution Date and (b) the Group III Principal Remittance
Amount for that Distribution Date to the extent not applied to pay interest on
the Class A-III Certificates on such Distribution Date and (B) the Group III
Overcollateralization Reduction Amount, if any, for that Distribution Date.
Group III Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group III
Overcollateralization Amount on such Distribution Date over (b) the Group III
Required Overcollateralization Amount.
Group III Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(e)(i) and (ii).
Group III Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-4.
Group III Net WAC Cap Rate: With respect to any Distribution Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Group III 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 and (ii) a fraction equal to 30 divided by the actual number
of days in the related Interest Accrual Period, and (b) a per annum rate equal
to (i) the amount, if any, required to be paid under the related Hedge
Agreement, with respect to such Distribution Date divided by (ii) the aggregate
Stated Principal Balances of the Group III Loans multiplied by a fraction, the
numerator of which is 30, and the denominator of which is the actual number of
days in the related Interest Accrual Period.
Group III Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group III Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-III Certificates immediately prior to such date.
Group III Overcollateralization Floor: With respect to the Group III
Loans, an amount equal to the product of (a) 0.50% and (b) the Group III Cut-off
Date Balance.
Group III Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group III Excess Cash
Flow for such Distribution Date available to make payments pursuant to Section
4.02(e)(vi), (2) the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(xvii) and (3) the Group
II Excess Cash Flow for such Distribution Date available to make payments
pursuant to Section 4.02(d)(xvii) and (b) the excess of (1) the Group III
31
Required Overcollateralization Amount for such Distribution Date over (2) the
Group III Overcollateralization Amount for such Distribution Date; provided,
that until the Distribution Date in December 2003, the Group III
Overcollateralization Increase Amount shall be $0.
Group III Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group III Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group III Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group III Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group III
Principal Remittance Amount for such Distribution Date.
Group III Pool Stated Principal Balance: With respect to any date of
determination, the aggregate Stated Principal Balances of the Group III Loans
that were Outstanding Mortgage Loans as of such date of determination.
Group III Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (i) the excess of (x) Group III
Available Distribution Amount over (y) the Group III Interest Distribution
Amount, (ii) any Group I Excess Cash Flow used to pay principal on the Class
A-III Certificates pursuant to Section 4.02(c) and (iii) any Group II Excess
Cash Flow used to pay principal on the Class A-III Certificates pursuant to
Section 4.02(d), and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with
respect to the related Due Period on each Outstanding Mortgage Loan that
is a Group III Loan;
(ii) the Stated Principal Balance of any Group III Loan repurchased during
the related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04,
4.07 or 4.08 and the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted Mortgage Loan
that is a Group III Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period;
(iii) the principal portion of all other unscheduled collections on the Group
III Loans (including, without limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to have been so
received) to the extent applied by the Master Servicer as recoveries of
principal of the Group III Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than Excess Realized
Losses) incurred (or deemed to have been incurred) on any Group III
Loans in the calendar month preceding such Distribution Date to the
extent covered by Excess Cash Flow for such Distribution Date; and
(v) commencing with the Distribution Date in December 2003, the Group III
Overcollateralization Increase Amount for such Distribution Date to the
extent covered by Excess Cash Flow for such Distribution Date after the
allocation of Excess Cash Flow pursuant to clause (iv) above;
minus
(vi) (A) the amount of any Group III Overcollateralization Reduction Amount
for such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group III Loans for such
Distribution Date.
32
Group III Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group III Principal Distribution Amount for that Distribution Date.
Group III REMIC Interest Distribution Amount: With respect to any
Distribution Date and the Class A-III Certificates, the Accrued Certificate
Interest for such Class reduced by the portion thereof attributable to the
excess, if any, of the related Pass-Through Rate over the related Group III
REMIC Net WAC Rate.
Group III REMIC Net WAC Rate: For any Distribution Date, a per annum
rate equal to the weighted average of the Net Mortgage Rates (or, if applicable,
the Modified Net Mortgage Rates) on the Group III 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 and (ii) a fraction equal to 30
divided by the actual number of days in the related Interest Accrual Period.
Group III Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Distribution Date in December 2003, the
initial Group III Overcollateralization Amount, and (b) on or after the
Distribution Date in December 2003, an amount equal to the Group III
Overcollateralization Floor. The Group III Required Overcollateralization Amount
may be reduced with the consent of the Certificate Insurer upon notice to the
Rating Agencies.
Group III Weighted Average Maximum Net Mortgage Rate: The product of (a)
the weighted average of the Maximum Net Mortgage Rates on the Group III Loans,
weighted on the basis of the Stated Principal Balances thereof as of the
beginning of the related Due Period and (b) a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory," "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
Hedge Agreement Provider: Bear Xxxxxxx Financial Products Inc., and its
successors and assigns or any party to any replacement, substitute, collateral
or other arrangement in lieu thereof.
Hedge Agreements: The confirmations, dated as of the Closing Date,
between the Trustee and the Hedge Agreement Provider, relating to each of the
Class A-II-A Certificates, Class A-II-B Certificates and Class A-III
Certificates, or any replacement, substitute, collateral or other arrangement in
lieu thereof.
Hedge Payments: For any Distribution Date, the payment, if any, due
under the Hedge Agreements in respect of such Distribution Date.
Hedge Shortfall Amount: For any Distribution Date, the amount, if any,
by which the payment on any Class of Class A-II Certificates or Class A-III
Certificates pursuant to Section 4.02(d)(ii) or (e)(ii) is paid from the Hedge
Payment for such Distribution Date pursuant to the provisions thereof or would
have been so paid but for the failure of the Hedge Agreement Provider to make a
payment required under the related Hedge Agreement.
33
Hedge Shortfall Carry-Forward Amount: For any Distribution Date, the
aggregate Hedge Shortfall Amounts for prior Distribution Dates to the extent not
reimbursed to the Class SB-II Certificate or Class SB-III Certificate pursuant
to Section 4.02(d)(xxii) or (e)(xvii), respectively.
HUD: The United States Department of Housing and Urban Development.
---
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any Group II Loan or Group III Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class A-I-IO Certificates and Class R
Certificates), the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Account: The account or accounts created and maintained
pursuant to Section 4.12, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2003-KS4," and which must be an Eligible Account.
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
May 29, 2003, among the Certificate Insurer, the Trustee, the Master Servicer
and the Depositor.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to the MI Policy and any Primary Insurance Policy or any other related
insurance policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Insured Amount: With respect to the Class A-II Certificates and Class
A-III Certificates and any Distribution Date, as defined in the Certificate
Guaranty Insurance Policy.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates) and the Class M-I Certificates and any
Distribution Date, the prior calendar month. With respect to the Class A-I-1
Certificates, Class A-II Certificates, Class A-III Certificates and Class SB
Certificates (i) with respect to the Distribution Date in June 2003, the period
commencing the Closing Date and ending on the day preceding the Distribution
Date in June 2003, and (ii) with respect to any Distribution Date after the
Distribution Date in June 2003, the period commencing on the Distribution Date
in the month immediately preceding the month in which such Distribution Date
occurs and ending on the day preceding such Distribution Date.
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Certificate Insurer, the Trustee, any Mortgagor, any
Manager of a Mortgaged Property, or any Person known to a Responsible Officer of
the Trustee to be an Affiliate of any of them.
34
Interim Certification: 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.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates: The Class A-I-1 Certificates, Class A-II
Certificates and Class A-III Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Loan Group I, Loan Group II or Loan Group III, as applicable.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B.
Loan Group III: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-4.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Margin: The Class A-I-1 Margin , Class A-II-A Margin, Class A-II-B
Margin or Class A-III Margin, as applicable.
Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC IV Pass-Through Rates for REMIC IV Regular Interest
LT2 and REMIC IV Regular Interest LT3. With respect to the Class SB-II
Certificates and any Distribution Date, a per annum rate equal to two (2) times
35
the weighted average of the Uncertificated REMIC IV Pass-Through Rates for REMIC
IV Regular Interest LT6 and REMIC IV Regular Interest LT7. With respect to the
Class SB-III Certificates and any Distribution Date, a per annum rate equal to
two (2) times the weighted average of the Uncertificated REMIC IV Pass-Through
Rates for REMIC IV Regular Interest LT10 and REMIC IV Regular Interest LT11.
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, REMIC IV and REMIC V 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 related Trust Fund would be reduced to
zero, which is, for each such regular interest (other than the Class A-I-IO
Certificates), June 25, 2033, which is the Distribution Date occurring in the
month following the last scheduled monthly payment of the Group I Loans and the
Group II Loans, and for the Class A-I-IO Certificates is November 25, 2005,
which is the 30th Distribution Date.
Maximum Mortgage Rate: With respect to any Group II Loan or Group III
Loan, the per annum rate indicated on the Mortgage Loan Schedule as the "NOTE
CEILING," which rate is the maximum interest rate that may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any Group II Loan or Group
III Loan and any date of determination, the Maximum Mortgage Rate minus the
Expense Fee Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.
Minimum Mortgage Rate: With respect to any Group II Loan or Group III
Loan, a per annum rate equal to the greater of (i) the Note Margin and (ii) the
rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR," which rate may
be applicable to such Mortgage Loan at any time during the life of such Mortgage
Loan.
MI Policy: The bulk primary mortgage insurance policy issued by the MI
Policy Provider on the Cut-off Date, substantially in the form annexed hereto as
Exhibit S.
MI Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin
corporation, or any successor thereto.
MI Policy Provider Default: An event of default by the MI Policy
Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master
Policy (which is part of the MI Policy) or other event which would result in the
cancellation of coverage for all of the Mortgage Loans then covered by the MI
Policy.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
36
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note, the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage 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 Insurance Co-Trustee: X.X. Xxxxxx Trust Company, National
Association, or any successor thereto.
Mortgage Insurance Premium: With respect to any Loan Group and any
Distribution Date, the aggregate amount payable to the MI Policy Provider under
the MI Policy.
Mortgage Insurance Premium Rate: With respect to each Mortgage Loan
covered by the MI Policy, the per annum rate applicable to such Mortgage Loan as
set forth in the MI Policy and as may be adjusted from time to time.
Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund"
within the meaning of Treasury regulation Section 1.860G-2(h), which is not an
asset of any REMIC, and which is established and maintained pursuant to Section
4.09. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be
held by Residential Funding.
Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to
the Mortgage Insurance Premium Taxes Reserve Fund, an amount equal to $28,900,
which the Trustee shall deposit into the Trust Fund pursuant to Section 4.09
hereof. Also, the Depositor may make additional deposits into the Mortgage
Insurance Premium Taxes Reserve Fund after the Closing Date, which shall be
included in the Mortgage Insurance Premium Taxes Reserve Fund Deposit and any
such deposit shall be treated as an advance on behalf of the Trust reimbursable
to the Depositor pursuant to Sections 4.02(c)(xxi), (d)(xxi) and (e)(xvi).
Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right
to distributions from the Mortgage Insurance Premium Taxes Reserve Fund as
described in Section 4.09 hereof. Residential Funding as owner of the Mortgage
Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage
Insurance Premium Taxes Reserve Fund Residual Right.
37
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2, Exhibit F-3 and Exhibit F-4 (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");
(iv) [reserved];
(v) the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as of
the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I");
(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);
(xi) a code "N" under the column "OCCP CODE," indicating that the Mortgage
Loan is secured by a non-owner occupied residence (the absence of any
such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii) for the Group II Loans and Group III Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiii) for the Group II Loans and Group III Loans, the maximum Net Mortgage
Rate ("NET CEILING");
(xiv) for the Group II Loans and Group III Loans, the Note Margin ("NOTE
MARGIN");
(xv) for the Group II Loans and Group III Loans, the first Adjustment Date
after the Cut-off Date ("NXT INT CHG DT");
(xvi) for the Group II Loans and Group III Loans, the Periodic Cap ("PERIODIC
DECR" or "PERIODIC INCR");
38
(xvii) whether the Mortgage Loan is covered by the MI Policy ("CODE 34"), the
absence of such code representing that the Mortgage Loan is not covered
by the MI Policy; and
(xviii) for the Group II Loans and Group III Loans, the rounding of the
semi-annual or annual adjustment to the Mortgage Rate ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: With respect 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 Group II Loans and Group III
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 the Mortgage Loan
Schedule, except in the case of the Group II Loans or Group III Loans indicated
by an "X" on the Mortgage Loan Schedule under the heading "NOTE METHOD"), of the
related Index plus the Note Margin, in each case subject to the applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate and with respect to any
Group II Loan or Group III Loan, also minus the Certificate Insurer Premium
Modified Rate.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, the
39
Certificate Insurer and the Master Servicer setting forth such determination,
which shall include any other information or reports obtained by the Master
Servicer such as property operating statements, rent rolls, property inspection
reports and engineering reports, which may support such determinations.
Notwithstanding the above, the Trustee shall be entitled to rely upon any
determination by the Master Servicer that any Advance previously made is a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: With respect to each Group II Loan and Group III Loan, the
fixed percentage set forth in the related Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added to the
Index on each Adjustment Date to determine (subject to rounding in accordance
with the related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan
until the next Adjustment Date.
Notice: As defined in Section 4.04.
Notional Amount: With respect to the Class A-I-IO Certificates
immediately prior to any Distribution Date, the lesser of (i) the amount
specified below for the applicable Distribution Date, and (ii) the aggregate
Stated Principal Balance of the Group I Loans prior to giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the prior calendar month, which shall be equal to the aggregate Uncertificated
Notional Amount of REMIC IV Regular Interests LTA-IO. With respect to the REMIC
V Regular Interest SB-I-IO immediately prior to any Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC IV Regular
Interests LT1, LT2, LT3 and LT4, with respect to the REMIC V Regular Interest
SB-II-IO immediately prior to any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC IV Regular Interests LT5, LT6,
LT7 and LT8 and with respect to the REMIC V Regular Interest SB-III-IO
immediately prior to any Distribution Date, the aggregate of the Uncertificated
Principal Balances of the REMIC IV Regular Interests LT9, LT10, LT11 and LT12.
DISTRIBUTION DATE SCHEDULED AMOUNT DISTRIBUTION DATE SCHEDULED AMOUNT
June 2003 $116,000,000 September 2004 $36,000,000
July 2003 $107,000,000 October 2004 $33,000,000
August 2003 $99,000,000 November 2004 $31,000,000
September 2003 $92,000,000 December 2004 $28,000,000
October 2003 $85,000,000 January 2005 $26,000,000
November 2003 $79,000,000 February 2005 $25,000,000
December 2003 $73,000,000 March 2005 $22,000,000
January 2004 $67,000,000 April 2005 $21,000,000
February 2004 $62,000,000 May 2005 $19,000,000
March 2004 $57,000,000 June 2005 $18,000,000
April 2004 $54,000,000 July 2005 $16,000,000
May 2004 $49,000,000 August 2005 $15,000,000
June 2004 $45,000,000 September 2005 $14,000,000
July 2004 $42,000,000 October 2005 $13,000,000
August 2004 $39,000,000 November 2005 $12,000,000
December 2005 and
thereafter $0
40
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 and the Certificate
Insurer, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, the Certificate Insurer 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, REMIC IV or REMIC V as REMICs
or compliance with the REMIC Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
Outstanding Mortgage Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO Property) that was not the subject of
a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Ownership Interest: With respect 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 and Class M-I
Certificates (other than the Class A-I-IO Certificates), the lesser of (i) the
related Formula Rate and (ii) the Group I Net WAC Cap Rate.
With respect to the Class A-I-IO Certificates (i) in the case of any
Distribution Date up to and including the November 2005 Distribution Date, 3.50%
per annum, and (ii) in the case of any Distribution Date on or after the
December 2005 Distribution Date, 0% per annum, which, for each Interest Accrual
Period, is equal to 100% of the interest on REMIC III Regular Interests LTA-IO
With respect to the Class A-II-A Certificates and any Distribution Date,
the lesser of (i) LIBOR plus the related Margin and (ii) the Group II-A Net WAC
Cap Rate.
With respect to the Class A-II-B Certificates and any Distribution Date,
the lesser of (i) LIBOR plus the related Margin and (ii) the Group II-B Net WAC
Cap Rate.
With respect to the Class A-III Certificates and any Distribution Date,
the lesser of (i) LIBOR plus the related Margin and (ii) the Group III Net WAC
Cap Rate.
With respect to the Class SB-I Certificates and any Distribution Date or
the REMIC V Regular Interest SB-I-IO, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (i) through (iii) below, and the denominator of
which is the aggregate principal balance of the REMIC IV Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB-I Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT1
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT1;
41
(ii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT2
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT3
minus twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT4.
With respect to the Class SB-II Certificates and any Distribution Date
or the REMIC V Regular Interest SB-II-IO, a per annum rate equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the
denominator of which is the aggregate principal balance of the REMIC IV Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class SB-II
Certificates, the numerator is equal to the sum of the following components
(i) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT5
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT5;
(ii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT6
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT6; and
(iii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT8
minus twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT8.
With respect to the Class SB-III Certificates and any Distribution Date
or the REMIC V Regular Interest SB-III-IO, a per annum rate equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the
denominator of which is the aggregate principal balance of the REMIC IV Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class
SB-III Certificates, the numerator is equal to the sum of the following
components
(i) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT9
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT9;
(ii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT10
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT10; and
(iii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT12
minus twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT12.
Paying Agent: JPMorgan Chase Bank or any successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Class A and Class M-I
Certificate, the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class SB or Class R
Certificate shall be stated on the face thereof.
42
Periodic Cap: With respect to each Group II Loan and Group III Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by the United
States or any agency or instrumentality thereof when such obligations
are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii)federal funds, certificates of deposit, demand deposits, time deposits and
bankers' acceptances (which shall each have an original maturity of not
more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars of any
U.S. depository institution or trust company incorporated under the laws of
the United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that the debt
obligations of such depository institution or trust company 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 and the Certificate Insurer as a Permitted Investment hereunder
and will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such
Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
43
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 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 and P-1 in the case of Moody's.
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.
Preference Amount: With respect to the Class A-II Certificates and Class
A-III Certificates and any Distribution Date, as defined in the Certificate
Guaranty Insurance Policy.
Prepayment Assumption: With respect to the Class A-I Certificates and
the Class M-I Certificates, the prepayment assumption to be used for determining
the accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a constant
prepayment rate of one-tenth of 23% per annum of the then outstanding Stated
Principal Balance of the Group I Loans in the first month of the life of such
Group I Loans and an additional one-tenth of 23% per annum in each month
thereafter until the tenth month, and beginning in the tenth month and in each
month thereafter during the life of the Group I Loans, a constant prepayment
rate of 23% per annum each month ("23% HEP"). With respect to the Class A-II
Certificates and Class A-III Certificates, a prepayment assumption of 2% of the
constant prepayment rate in month one, increasing by approximately 2.545% from
month 2 until month 12, a constant prepayment rate of 30% from month 12 to month
22, a constant prepayment rate of 50% from month 23 to month 27, and a constant
prepayment rate of 35% thereafter, used for determining the accrual of original
issue discount and premium and market discount on the Class A-II Certificates
and Class A-III Certificates for federal income tax purposes. The constant
prepayment rate assumes that the stated percentage of the outstanding Stated
Principal Balance of the Group II Loans and Group III Loans is prepaid over the
course of a year.
Prepayment Interest Shortfall: With respect 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: With respect to any Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on the Mortgage Loan Schedule with the
exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
44
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: The AlterNet Seller Guide as incorporated into the
Residential Funding Seller Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to accommodate the servicing of the Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
Pro Rata Percentage: With respect to the payment of Group I Excess Cash
Flow pursuant to Section 4.02(c) and Group II Excess Cashflow pursuant to
Section 4.02(d) for amounts payable to the Class A-III Certificates as provided
herein, the portion of each of the Group I Excess Cash Flow and Group II Excess
Cash Flow, respectively, will be allocated on a pro rata basis, based upon the
total amount of available Group I Excess Cash Flow remaining after the
distributions described in Section 4.02(c)(xv) and the total amount of Group II
Excess Cash Flow remaining after the distributions described in Section
4.02(d)(xiv) (without regard to the amount available to pay Cumulative Insurance
Payments pursuant to Section 4.02(d)(xvi)), respectively. With respect to the
payment of Group III Excess Cash Flow to the Group I Certificates and Group II
Certificates pursuant to clauses (x), (xii), (xiii), (xiv) and (xv) of Section
4.02(e), such Group III Excess Cash Flow will be allocated to the Group I
Certificates and Group II Certificates, on a pro rata basis, based upon the
amount needed for payment to the Group I Certificates and the Group II
Certificates, respectively, after allocation of any Group I Excess Cash Flow and
Group II Excess Cash Flow.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances of such Mortgage Loan
(or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee,
the related Mortgage Insurance Premium Rate, if any, and with respect to the
Group II Loans and Group III Loans, the Certificate Insurer Premium Modified
Rate, is calculated, or (b) in the case of a purchase made by the Master
Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan) plus the related Mortgage Insurance Premium Rate and
with respect to the Group II Loans and Group III Loans, the Certificate Insurer
Premium Modified Rate, in each case on the Stated Principal Balance thereof to
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a Fannie
45
Mae- or Xxxxxxx Mac- approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by a nationally recognized
statistical rating organization. Any replacement insurer with respect to a
Mortgage Loan must have at least as high a claims paying ability rating as the
insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement (other
than the representations and warranties set forth therein with respect to the
number of loans (including the related percentage) in excess of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more Delinquent;
(vii) not be subject to the requirements of HOEPA (as defined in the Assignment
Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material compliance with the Program Guide, that was effective as of the
closing of such Mortgage Loan, is valid and binding, and remains in full force
and effect, unless the Mortgage Property is located in the State of Iowa where
an attorney's certificate has been provided as described in the Program Guide;
(ix) not be a Balloon Loan; (x) have a Mortgage Rate that adjusts with the same
frequency and based upon the same Index as that of the Deleted Mortgage Loan;
(xi) have a Note Margin not less than that of the Deleted Mortgage Loan; (xii)
have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan; and
(xiii) have a next Adjustment Date no later than that of the Deleted Mortgage
Loan.
Rating Agency: Standard & Poor's and Xxxxx'x. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor
and with respect to the Class A-II Certificates and Class A-III Certificates,
the Certificate Insurer, 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 plus the
applicable Mortgage Insurance Premium Rate, plus, with respect to the Group II
Loans and Group III Loans, the Certificate Insurer Premium Modified Rate, in
each case 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 plus the
applicable Mortgage Insurance Premium Rate, plus, with respect to the Group II
Loans and Group III Loans, the Certificate Insurer Premium Modified 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, Servicing
Advances or other expenses as to which the Master Servicer or Subservicer is
entitled to reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which is the subject of a
Servicing Modification, (a) (1) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced or
46
(2) the sum of any other amounts owing under the Mortgage Loan that were
forgiven and that constitute Servicing Advances that are reimbursable to the
Master Servicer or a Subservicer, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. 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, and with
respect to the Group II Loans and Group III Loans, the Certificate Insurer, 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 the related portion of the
Mortgage Insurance Premium, if applicable, 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.
Realized Losses allocated to the Class SB Certificates shall be
allocated first to the REMIC V Regular Interest SB-IO in reduction of the
accrued but unpaid interest thereon until such accrued and unpaid interest shall
have been reduced to zero and then to the REMIC V Regular Interest SB-PO in
reduction of the Principal Balance thereof.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates, the Business Day immediately preceding such Distribution Date.
With respect to each Distribution Date and the Certificates (other than the
LIBOR Certificates), the close of business on the last Business Day of the month
next preceding the month in which the related Distribution Date occurs, except
in the case of the first Record Date which shall be the Closing Date.
Regular Certificates: The Class A Certificates, Class M-I Certificates and
Class SB Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Related Group: With respect to the Class A-I Certificates, Class M-I
Certificates and Class SB-I Certificates, the Group I Loans. With respect to the
Class A-II-A Certificates, the Group II-A Loans. With respect to the Class
A-II-B Certificates, the Group II-B Loans. With respect to the Class SB-II
Certificates, the Group II Loans. With respect to the Class A-III Certificates
and Class SB-III Certificates, the Group III Loans.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
47
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code. As used herein, the term "REMIC" shall mean REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group I Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group I Loans due after
the Cut-off Date (other than Monthly Payments due in May 2003) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to Trust Fund I; (iii) property which secured a Group I Loan and which
has been acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary
Insurance Policy and rights under the MI Policy pertaining to the Group I Loans,
if any; and (v) all proceeds of clauses (i) through (iv) above.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated to the REMIC I
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC I Regular Interest: REMIC I Regular Interest I-LT.
REMIC I Regular Interest I-LT: A regular interest in REMIC I that is
held as an asset of REMIC I, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group II Loans and Group III Loans and the
related Mortgage Files; (ii) all payments on and collections in respect of the
Group II Loans and Group III Loans due after the Cut-off Date (other than
Monthly Payments due in May 2003) as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to Trust Fund
II; (iii) property which secured a Group II Loan or Group III 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 and rights under the MI Policy pertaining to the Group II Loans and Group
III Loans, if any; and (v) all proceeds of clauses (i) through (iv) above.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on
the Group II Loans for the related Due Period shall be allocated to the REMIC II
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC II Regular Interest: REMIC II Regular Interest II-LT.
48
REMIC II Regular Interest II-LT: A regular interest in REMIC II that is
held as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interest I-LT.
REMIC III Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated as follows: The
interest Realized Losses, if any, shall be allocated pro rata to the REMIC III
Regular Interests LTB to the extent, if any, that interest Realized Losses for
such Distribution Date are allocated to the Class A-I-IO Certificates; all other
interest Realized Losses shall be allocated to the REMIC III Regular Interest
LTA to the extent of Accrued Certificate Interest thereon in reduction thereof.
Any interest Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as Realized Losses not attributable to any
specific Mortgage Loan and allocated pursuant to the succeeding sentences.
Realized Losses shall be allocated to the REMIC III Regular Interest LTA in
reduction of the principal balance thereof until such principal balance has been
reduced to zero and thereafter shall be allocated to the REMIC III Regular
Interests LTB sequentially, in their numerical order, in reduction of the
principal balances thereof.
REMIC III Regular Interests: REMIC III Regular Interest LTA and the
REMIC III Regular Interests LTB.
REMIC III Regular Interest LTA: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interests LTB: REMIC III Regular Interest LTB1, REMIC
III Regular Interest LTB2, REMIC III Regular Interest LTB3, REMIC III Regular
Interest LTB4, REMIC III Regular Interest LTB5, REMIC III Regular Interest LTB6,
REMIC III Regular Interest LTB7, REMIC III Regular Interest LTB8, REMIC III
Regular Interest LTB9, REMIC III Regular Interest LTB10, REMIC III Regular
Interest LTB11, REMIC III Regular Interest LTB12, REMIC III Regular Interest
LTB13, REMIC III Regular Interest LTB14, REMIC III Regular Interest LTB15, REMIC
III Regular Interest LTB16, REMIC III Regular Interest LTB17, REMIC III Regular
Interest LTB18, REMIC III Regular Interest LTB19, REMIC III Regular Interest
LTB20, REMIC III Regular Interest LTB21, REMIC III Regular Interest LTB22, REMIC
III Regular Interest LTB23, REMIC III Regular Interest LTB24, REMIC III Regular
Interest LTB25, REMIC III Regular Interest LTB26, REMIC III Regular Interest
LTB27, REMIC III Regular Interest LTB28, REMIC III Regular Interest LTB29 and
REMIC III Regular Interest LTB30.
REMIC III Regular Interest LTB1: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO1.
REMIC III Regular Interest LTB2: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO2.
49
REMIC III Regular Interest LTB3: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO3.
REMIC III Regular Interest LTB4: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO4.
REMIC III Regular Interest LTB5: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO5.
REMIC III Regular Interest LTB6: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO6.
REMIC III Regular Interest LTB7: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO7.
REMIC III Regular Interest LTB8: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO8.
REMIC III Regular Interest LTB9: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO9.
REMIC III Regular Interest LTB10: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO10.
50
REMIC III Regular Interest LTB11: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO11
REMIC III Regular Interest LTB12: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO12.
REMIC III Regular Interest LTB13: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO13.
REMIC III Regular Interest LTB14: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO14.
REMIC III Regular Interest LTB15: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO15.
REMIC III Regular Interest LTB16: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO16.
REMIC III Regular Interest LTB17: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO17.
REMIC III Regular Interest LTB18: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO18.
REMIC III Regular Interest LTB19: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO19.
51
REMIC III Regular Interest LTB20: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO20.
REMIC III Regular Interest LTB21: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO21.
REMIC III Regular Interest LTB22: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO22
REMIC III Regular Interest LTB23: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO23.
REMIC III Regular Interest LTB24: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO24.
REMIC III Regular Interest LTB25: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO25.
REMIC III Regular Interest LTB26: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO26.
REMIC III Regular Interest LTB27: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO27.
52
REMIC III Regular Interest LTB28: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO28.
REMIC III Regular Interest LTB29: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO29.
REMIC III Regular Interest LTB30: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO30.
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 II Regular Interest II-LT and the REMIC III Regular Interests.
REMIC IV Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the REMIC IV Regular Xxxxxxxxx XX0,
XX0, XX0, XX0, XX0, XX0, XX0 and LT8, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:
Y1 = the principal balance of the REMIC IV Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 = the principal balance of the REMIC IV Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC IV Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC IV Regular Interest LT4 after
distributions on the prior Distribution Date (note: Y3 = Y4).
Y5 = the principal balance of the REMIC IV Regular Interest LT5 after
distributions on the prior Distribution Date.
Y6 = the principal balance of the REMIC IV Regular Interest LT6 after
distributions on the prior Distribution Date.
Y7 = the principal balance of the REMIC IV Regular Interest LT7 after
distributions on the prior Distribution Date.
53
Y8 = the principal balance of the REMIC IV Regular Interest LT8 after
distributions on the prior Distribution Date (note: Y7 = Y8).
Y9 = the principal balance of the REMIC IV Regular Interest LT9 after
distributions on the prior Distribution Date.
Y10 = the principal balance of the REMIC IV Regular Interest LT10 after
distributions on the prior Distribution Date.
Y11 = the principal balance of the REMIC IV Regular Interest LT11 after
distributions on the prior Distribution Date.
Y12 = the principal balance of the REMIC IV Regular Interest LT12 after
distributions on the prior Distribution Date (note: Y11 = Y12).
AY1 = the REMIC IV Regular Interest LT1 Principal Reduction Amount.
AY2 = the REMIC IV Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC IV Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC IV Regular Interest LT4 Principal Reduction Amount.
AY5 = the REMIC IV Regular Interest LT5 Principal Reduction Amount.
AY6 = the REMIC IV Regular Interest LT6 Principal Reduction Amount.
AY7 = the REMIC IV Regular Interest LT7 Principal Reduction Amount.
AY8 = the REMIC IV Regular Interest LT8 Principal Reduction Amount.
AY9 = the REMIC IV Regular Interest LT9 Principal Reduction Amount.
AY10 = the REMIC IV Regular Interest LT10 Principal Reduction Amount.
AY11 = the REMIC IV Regular Interest LT11 Principal Reduction Amount.
AY12 = the REMIC IV Regular Interest LT12 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC IV Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group I
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-I Certificates for prior Distribution Dates).
54
R0 = the Group I REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
R1 = the Group I REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
?0 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates other than the Class SB-I Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to be made on
such Distribution Date and (ii) the aggregate Certificate Principal Balance for
such Class after distributions and the allocation of Realized Losses on the
prior Distribution Date and (y) the aggregate Group I Net WAC Cap Shortfalls for
such Distribution Date and (B) R0*P0.
?1 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates other than the Class SB-I Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to be made on
the next succeeding Distribution Date and (ii) the aggregate Certificate
Principal Balance for such Class after distributions and the allocation of
Realized Losses to be made on such Distribution Date and (y) the aggregate Group
I Net WAC Cap Shortfalls for the next succeeding Distribution Date and (B)
R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = (a/2){( ?0R1 - ?1R0)/R0R1};
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{?1R0P0 - ?0R1P1}/{?1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{?1R0P0 - ?0R1P1}/{2R1R0P1 - ?1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
55
Q0 = the aggregate principal balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
Q1 = the aggregate principal balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
AQ = Q0 - Q1 = the aggregate of the REMIC IV Regular Interests LT5, LT6,
LT7 and LT8 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group II
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-II Certificates for prior Distribution Dates).
S0 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
S1 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
(beta) = (Y6 + Y7)/Q0. The initial value of (beta) on the Closing Date
for use on the first Distribution Date shall be 0.0001.
G0 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group II-A Net WAC Cap
Rate or Group II-B Net WAC Cap Rate, as applicable) for such Class applicable
for distributions to be made on such Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date, (y) the aggregate
Class A-II-A Basis Risk Shortfalls for such Distribution Date and (z) the
aggregate Class A-II-B Basis Risk Shortfalls for such Distribution Date and (B)
S0*Q0.
G1 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group II-A Net WAC Cap
Rate or Group II-B Net WAC Cap Rate, as applicable) for such Class applicable
for distributions to be made on the next succeeding Distribution Date and (ii)
the aggregate Certificate Principal Balance for such Class after distributions
and the allocation of Realized Losses to be made on such Distribution Date, (y)
the aggregate Class A-II-A Basis Risk Shortfalls for the next succeeding
Distribution Date and (z) the aggregate Class A-II-B Basis Risk Shortfalls for
the next succeeding Distribution Date and (B) S1*Q1.
Then, based on the foregoing definitions:
AY5 = AQ - AY6 - AY7 - AY8;
AY6 = ((beta)/2){(G0S1 - G1S0)/S0S1};
AY7 =(beta)AQ - AY6; and
AY8 = AY7.
56
if both AY6 and AY7, as so determined, are non-negative numbers. Otherwise:
(1) If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = (beta){G1S0Q0 - G0S1Q1}/{G1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2) If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = (beta){G1S0Q0 - G0S1Q1}/{2S1S0Q1 - G1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
M0 = the aggregate principal balance of the REMIC IV Regular Interests
LT9, LT10, LT11 and LT12 after distributions and the allocation of Realized
Losses on the prior Distribution Date.
M1 = the aggregate principal balance of the REMIC IV Regular Interests
LT9, LT10, LT11 and LT12 after distributions and the allocation of Realized
Losses to be made on such Distribution Date.
AM = M0 - M1 = the aggregate of the REMIC IV Regular Interests LT9,
LT10, LT11 and LT12 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group III
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-III Certificates for prior Distribution Dates).
T0 = the Group III REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
T1 = the Group III REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
(epsilon) = (Y10 + Y11)/M0. The initial value of (epsilon) on the
Closing Date for use on the first Distribution Date shall be 0.0001.
(SIGMA)0 = the lesser of (A) the sum of (x) the sum for all Classes of
Group III Certificates other than the Class SB-III Certificates of the product
for each Class of (i) the monthly interest rate (as limited by the Group III Net
WAC Cap Rate) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such
Class after distributions and the allocation of Realized Losses on the prior
Distribution Date and (y) the aggregate Class A-III Basis Risk Shortfalls for
such Distribution and (B) T0*M0.
57
(SIGMA)1 = the lesser of (A) the sum of (x) the sum for all Classes of
Group III Certificates other than the Class SB-III Certificates of the product
for each Class of (i) the monthly interest rate (as limited by the Group III Net
WAC Cap Rate) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date and (y) the aggregate Class A-III Basis
Risk Shortfalls for the next succeeding Distribution Date and (B) T1*M1.
Then, based on the foregoing definitions:
AY9 = AM - AY10 - AY11 - AY12;
AY10 = ((epsilon)/2){( (SIGMA)0T1 - (SIGMA)1T0)/T0T1};
AY11 = (epsilon)AM - AY10; and
AY12 = AY11.
if both AY10 and AY11, as so determined, are non-negative numbers. Otherwise:
(1) If AY10, as so determined, is negative, then
AY10 = 0;
AY11 = (epsilon){(SIGMA)1T0M0 - (SIGMA)0T1M1}/{(SIGMA)1T0};
AY12 = AY11; and
AY9 = AM - AY10 - AY11 - AY12.
(2) If AY11, as so determined, is negative, then
AY11 = 0;
AY10 = (epsilon){(SIGMA)1T0M0 - (SIGMA)0T1M1}/{2T1T0M1 - (SIGMA)1T0};
AY12 = AY11; and
AY9 = AM - AY10 - AY11 - AY12.
REMIC IV Realized Losses: For any Distribution Date, Realized Losses on
the Mortgage Loans for the related Due Period shall be allocated, as follows:
The interest Realized Losses, if any, shall be allocated (x) pro rata to the
REMIC IV Regular Interests LTA-IO to the extent, if any, that interest Realized
Losses for such Distribution Date are allocated to the Class A-I-IO Certificates
and (y) any remaining interest Realized Losses, if any, shall be allocated pro
rata to accrued interest on the REMIC IV Regular Interests other than the REMIC
IV Regular Interests LTA-IO to the extent of such accrued interest. Any
remaining interest Realized Losses and any principal Realized Losses shall be
treated as principal Realized Losses and allocated (i) (A) with respect to
Realized Losses on the Group I Loans, to the REMIC IV Regular Interest LT1,
REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT4, pro rata according to their respective Principal Reduction
58
Amounts, provided that such allocation to each of the REMIC IV Regular Interest
LT1, REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT4 shall not exceed their respective Principal Reduction
Amounts for such Distribution Date and (B) with respect to Realized Losses on
the Group II Loans, to the REMIC IV Regular Interest LT5, REMIC IV Regular
Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular Interest LT8,
pro rata according to their respective Principal Reduction Amounts, provided
that such allocation to each of the REMIC IV Regular Interest LT5, REMIC IV
Regular Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular
Interest LT8 shall not exceed their respective Principal Reduction Amounts for
such Distribution Date and (ii) (A) any Realized Losses not allocated to either
the REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 or REMIC IV
Regular Interest LT4 pursuant to the proviso of clause (i) above shall be
allocated to the REMIC IV Regular Interest LT1 and (B) any Realized Losses not
allocated to either the REMIC IV Regular Interest LT6, REMIC IV Regular Interest
LT7 or REMIC IV Regular Interest LT8 pursuant to the proviso of clause (i) above
shall be allocated to the REMIC IV Regular Interest LT5.
REMIC IV Regular Interests LTA-IO: REMIC IV Regular Interest LTA-IO1,
REMIC IV Regular Interest LTA-IO2, REMIC IV Regular Interest LTA-IO3, REMIC IV
Regular Interest LTA-IO4, REMIC IV Regular Interest LTA-IO5, REMIC IV Regular
Interest LTA-IO6, REMIC IV Regular Interest LTA-IO7, REMIC IV Regular Interest
LTA-IO8, REMIC IV Regular Interest LTA-IO9, REMIC IV Regular Interest LTA-IO10,
REMIC IV Regular Interest LTA-IO11, REMIC IV Regular Interest LTA-IO12, REMIC IV
Regular Interest LTA-IO13, REMIC IV Regular Interest LTA-IO14, REMIC IV Regular
Interest LTA-IO15, REMIC IV Regular Interest LTA-IO16, REMIC IV Regular Interest
LTA-IO17, REMIC IV Regular Interest LTA-IO18, REMIC IV Regular Interest
LTA-IO19, REMIC IV Regular Interest LTA-IO20, REMIC IV Regular Interest
LTA-IO21, REMIC IV Regular Interest LTA-IO22, REMIC IV Regular Interest
LTA-IO23, REMIC IV Regular Interest LTA-IO24, REMIC IV Regular Interest
LTA-IO25, REMIC IV Regular Interest LTA-IO26, REMIC IV Regular Interest
LTA-IO27, REMIC IV Regular Interest LTA-IO28, REMIC IV Regular Interest LTA-IO29
and REMIC IV Regular Interest LTA-IO30.
REMIC IV Regular Interest LTA-IO1: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO1 shall be treated as related
to REMIC III Regular Interest LTB1.
REMIC IV Regular Interest LTA-IO2: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO2 shall be treated as related
to REMIC III Regular Interest LTB2.
REMIC IV Regular Interest LTA-IO3: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO3 shall be treated as related
to REMIC III Regular Interest LTB3.
REMIC IV Regular Interest LTA-IO4: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO4 shall be treated as related
to REMIC III Regular Interest LTB4.
59
REMIC IV Regular Interest LTA-IO5: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO5 shall be treated as related
to REMIC III Regular Interest LTB5.
REMIC IV Regular Interest LTA-IO6: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO6 shall be treated as related
to REMIC III Regular Interest LTB6.
REMIC IV Regular Interest LTA-IO7: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO7 shall be treated as related
to REMIC III Regular Interest LTB7.
REMIC IV Regular Interest LTA-IO8: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO8 shall be treated as related
to REMIC III Regular Interest LTB8.
REMIC IV Regular Interest LTA-IO9: A regular interest that is held as an
asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO9 shall be treated as related
to REMIC III Regular Interest LTB9.
REMIC IV Regular Interest LTA-IO10: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO10 shall be treated as related
to REMIC III Regular Interest LTB10.
REMIC IV Regular Interest LTA-IO11: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO11 shall be treated as related
to REMIC III Regular Interest LTB11.
REMIC IV Regular Interest LTA-IO12: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO12 shall be treated as related
to REMIC III Regular Interest LTB12.
REMIC IV Regular Interest LTA-IO13: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO13 shall be treated as related
to REMIC III Regular Interest LTB13.
60
REMIC IV Regular Interest LTA-IO14: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO14 shall be treated as related
to REMIC III Regular Interest LTB14.
REMIC IV Regular Interest LTA-IO15: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO15 shall be treated as related
to REMIC III Regular Interest LTB15.
REMIC IV Regular Interest LTA-IO16: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO16 shall be treated as related
to REMIC III Regular Interest LTB16.
REMIC IV Regular Interest LTA-IO17: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO17 shall be treated as related
to REMIC III Regular Interest LTB17.
REMIC IV Regular Interest LTA-IO18: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO18 shall be treated as related
to REMIC III Regular Interest LTB18.
REMIC IV Regular Interest LTA-IO19: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO19 shall be treated as related
to REMIC III Regular Interest LTB19.
REMIC IV Regular Interest LTA-IO20: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO20 shall be treated as related
to REMIC III Regular Interest LTB20.
REMIC IV Regular Interest LTA-IO21: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO21 shall be treated as related
to REMIC III Regular Interest LTB21.
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REMIC IV Regular Interest LTA-IO22: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO22 shall be treated as related
to REMIC III Regular Interest LTB22.
REMIC IV Regular Interest LTA-IO23: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO23 shall be treated as related
to REMIC III Regular Interest LTB23.
REMIC IV Regular Interest LTA-IO24: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO24 shall be treated as related
to REMIC III Regular Interest LTB24.
REMIC IV Regular Interest LTA-IO25: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO25 shall be treated as related
to REMIC III Regular Interest LTB25.
REMIC IV Regular Interest LTA-IO26: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO26 shall be treated as related
to REMIC III Regular Interest LTB26.
REMIC IV Regular Interest LTA-IO27: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO27 shall be treated as related
to REMIC III Regular Interest LTB27.
REMIC IV Regular Interest LTA-IO28: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO28 shall be treated as related
to REMIC III Regular Interest LTB28.
REMIC IV Regular Interest LTA-IO29: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO29 shall be treated as related
to REMIC III Regular Interest LTB29.
REMIC IV Regular Interest LTA-IO30: A regular interest that is held as
an asset of REMIC IV that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO30 shall be treated as related
to REMIC III Regular Interest LTB30.
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REMIC V: 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 IV Regular Interests.
REMIC V Basis Risk Shortfall: For any Distribution Date, the amount, if
any, by which (A) the sum for all Classes of Class A-II Certificates and Class
A-III Certificates of the product for each Class of (i) the lesser of (a) the
value of LIBOR applicable for distributions to be made on such Distribution Date
plus the applicable Margin and (b) the applicable Weighted Average Maximum Net
Mortgage Rate for such Distribution Date, multiplied by a fraction whose
numerator is 30 and whose denominator is the actual number of days in the
related Interest Accrual Period, (ii) a fraction whose numerator is the number
of days in the Accrual Period related to such Distribution Date and whose
denominator is 360, and (iii) the aggregate Certificate Principal Balance for
such Class of Certificates after distributions and the allocation of Realized
Losses on the prior Distribution Date exceeds (B) the sum for all Classes of
Class A-II Certificates and Class A-III Certificates of the product of (i) the
applicable Weighted Average Maximum Net Mortgage Rate stated as a monthly rate)
and (ii) the aggregate Stated Principal Balance of the Related Group after
distributions and the allocation of Realized Losses on the prior Distribution
Date.
REMIC V Basis Risk Shortfall Carry-Forward Amount: For any Distribution
Date, the amount, if any, by which (a) the sum of (i) the sum for all Classes of
Class A-II Certificates and Class A-III Certificates of the product for each
Class of (A) the lesser of (1) the value of LIBOR applicable for distributions
to be made on the prior Distribution Date plus the applicable Margin and (2) the
applicable Weighted Average Maximum Net Mortgage Rate for such Distribution Date
multiplied by a fraction whose numerator is 30 and whose denominator is the
actual number of days in the related Interest Accrual Period, (B) a fraction
whose numerator is the number of days in the Accrual Period related to such
prior Distribution Date and whose denominator is 360, and (C) the aggregate
Certificate Principal Balance for such Class of Certificates after distributions
and the allocation of Realized Losses on the second preceding Distribution Date
and (ii) the REMIC V Basis Risk Shortfall Carry-Forward Amount for the prior
Distribution Date exceeded (b) the sum for all Classes of Class A-II
Certificates and Class A-III Certificates of the product of (A) the Weighted
Average Maximum Net Mortgage Rate for such prior Distribution Date stated as a
monthly rate and (B) the aggregate Stated Principal Balance of the Related Group
after taking account of distributions made and Realized Losses Allocated on the
second preceding Distribution Date.
REMIC V Regular Interest A-II-A: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class A-II-A
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class A-II-A Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-A Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC V Regular Interest A-II-B: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class A-II-B
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class A-II-B Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-B Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
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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: With respect 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: With respect to any REO Property, for any period,
an amount equivalent to interest (at a rate equal to the sum of the Net Mortgage
Rate and the Mortgage Insurance Premium Rate, plus, with respect to the Group II
Loans and Group III Loans, the Certificate Insurer Premium Modified 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) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been
subject to an interest rate reduction, (b) has been subject to a term extension
or (c) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with (a) above for a temporary
period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan
has not been delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction is not made
permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
----------------
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.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
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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, in each case, with direct responsibility for the administration of
this Agreement.
Rolling Six-Month Delinquency Ratio: As of any Distribution Date, the
fraction, expressed as a percentage, equal to the average of the Delinquency
Ratio for the Mortgage Loans for each of the six (or one, two, three, four and
five in the case of the first, second, third, fourth and fifth Distribution
Dates) immediately preceding Due Periods.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from
time to time.
Seller: With respect to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to such Mortgage
Loan.
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.
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 or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
including any expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered on the MERS(R) System, (iii) the
management and liquidation of any REO Property, (iv) any mitigation procedures
implemented in accordance with Section 3.07, and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
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
Stated Principal Balance of a Mortgage Loan, any extension of the final maturity
date of a Mortgage Loan, and any increase to the Stated Principal Balance of a
Mortgage Loan by adding to the Stated Principal Balance unpaid principal and
interest and other amounts owing under the Mortgage Loan, in each case pursuant
to a modification of a Mortgage Loan that is in default, or for which, in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
65
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 and the Certificate Insurer by the Master Servicer, as such list may
from time to time be amended.
Servicing Trigger: As of any Distribution Date, for purposes of Section
7.05 hereof, the occurrence of any of the following scenarios:
(a) the Rolling Six-Month Delinquency Ratio is greater than 19.00% for
the then-current Distribution Date;
(b) the aggregate Twelve Month Loss Amount is greater than or equal to
3.00% of the average aggregate Stated Principal Balance of the Mortgage Loans
for the then-current Distribution Date and the eleven preceding Distribution
Dates; or
(c) the aggregate Realized Losses on the Mortgage Loans exceed (a) with
respect to the first 24 Distribution Dates, 2.25% of the aggregate Cut-off Date
Principal Balance, (b) with respect to the next 12 Distribution Dates, 3.50% of
the aggregate Cut-off Date Principal Balance, (c) with respect to the next 12
Distribution Dates, 4.50% of the aggregate Cut-off Date Principal Balance, and
(d) with respect to all Distribution Dates thereafter, 6.00% of the aggregate
Cut-off Date Principal Balance.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date
and the Group I Loans on or after the Group I Stepdown Date, the arithmetic
average, for each of the three Distribution Dates ending with such Distribution
Date, of the fraction, expressed as a percentage, equal to (x) the aggregate
Stated Principal Balance of the Group I Loans that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date,
including Group I Loans in foreclosure and REO, over (y) the aggregate Stated
Principal Balance of all of the Group I Loans immediately preceding that
Distribution Date.
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 sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan and (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending with the Due Period relating 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 incurred with respect to such Mortgage Loan
allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Sub-Group: Each sub-group of Loan Group II referred to as Loan Group
II-A and Loan Group II-B.
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Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordination Percentage: With respect to any Class of Class A-I or Class
M-I Certificates, the respective percentage set forth below.
Class Percentage
----- ----------
A-I 74.00%
M-I-1 84.50%
M-I-2 92.00%
M-I-3 97.00%
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.
Subservicing Fee: With respect 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" on the Mortgage Loan Schedule.
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, REMIC IV, and REMIC V 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.
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Trust Fund: Trust Fund I and/or Trust Fund II, as applicable.
Trust Fund I : The segregated pool of assets subject hereto, consisting
of: (i) the Group I Loans and the related Mortgage Files; (ii) all payments on
and collections in respect of the Group I Loans due after the Cut-off Date
(other than Monthly Payments due in May 2003) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as belonging to
Trust Fund I; (iii) property which secured a Group I Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or deed in
lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance
Policy and rights under the MI Policy pertaining to the Group I Loans, if any;
and (v) all proceeds of clauses (i) through (iv) above.
Trust Fund II : The segregated pool of assets subject hereto, consisting
of: (i) the Group II Loans and Group III Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group II Loans and Group
III Loans due after the Cut-off Date (other than Monthly Payments due in May
2003) as shall be on deposit in the Custodial Account or in the Certificate
Account and identified as belonging to Trust Fund II; (iii) property which
secured a Group II Loan or Group III 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 and rights under
the MI Policy pertaining to the Group II Loans and Group III Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
Twelve-Month Loss Amount: With respect to any Distribution Date, an
amount equal to the aggregate of all Realized Losses on the Mortgage Loans
during the 12 preceding Due Periods.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the 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 Interest for
any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Loans for any
Distribution Date shall be allocated to REMIC I Regular Interest I-LT, to the
extent of one month's interest at the then applicable Uncertificated REMIC I
Pass-Through Rate on the Uncertificated Principal Balance of the Uncertificated
REMIC I Regular Interest. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC II Regular Interest for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest) relating to the Group II Loans or Group III Loans for
any Distribution Date shall be allocated to REMIC II Regular Interest II-LT, to
the extent of one month's interest at the then applicable Uncertificated REMIC
II Pass-Through Rate on the Uncertificated Principal Balance of the
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 Mortgage Loans for any Distribution
Date shall be allocated first pro rata to REMIC III Regular Interests LTB to the
same extent as such shortfalls are allocated to the Class A-I-IO Certificates
and any such shortfalls remaining shall then be allocated to REMIC III Regular
Interest LTA, in each case to the extent of one month's interest at the then
applicable respective Uncertificated REMIC III Pass-Through Rate on the
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respective Uncertificated Principal Balance of each such Uncertificated REMIC
III Regular Interest. For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC IV 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 Uncertificated Accrued Interest payable to REMIC IV
Regular Interests LTA-IO to the same extent as such shortfalls are allocated to
the Class A-I-IO Certificates, and thereafter any remaining Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group I Loans for any Distribution Date shall be allocated among REMIC IV
Regular Interests LT1, LT2, LT3 and LT4, pro rata, based on, and to the extent
of, Uncertificated Accrued Interest, as calculated without application of this
sentence, relating to the Group II Loans for any Distribution Date shall be
allocated among REMIC IV Regular Interests LT5, LT6, LT7 and LT8, pro rata,
based on, and to the extent of, Uncertificated Accrued Interest, as calculated
without application of this sentence and relating to the Group III Loans for any
Distribution Date shall be allocated among REMIC IV Regular Xxxxxxxxx XX0, XX00,
XX00 and LT12, pro rata, based on, and to the extent of, Uncertificated Accrued
Interest, as calculated without application of this sentence. Uncertificated
Accrued Interest on the REMIC V Regular Interest SB-I-PO, SB-II-PO and SB-III-PO
shall be zero. Uncertificated Accrued Interest on the REMIC V Regular Interest
SB-I-IO for each Distribution Date shall equal Accrued Certificate Interest for
the Class SB-I Certificates, Uncertificated Accrued Interest on the REMIC V
Regular Interest SB-II-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Class SB-II Certificates and Uncertificated Accrued
Interest on the REMIC V Regular Interest SB-III-IO for each Distribution Date
shall equal Accrued Certificate Interest for the Class SB-III Certificates.
Uncertificated Notional Amount: With respect to any REMIC IV Regular
Interest LTA-IO and any Distribution Date on or prior to the Latest Possible
Maturity Date therefor, the Uncertificated Principal Balance of the related
REMIC III Regular Interest LTB for such Distribution Date. With respect to REMIC
V Regular Interest SB-I-IO, REMIC V Regular Interest SB-II-IO or REMIC V Regular
Interest SB-III-IO, the Notional Amount for such Class.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate, Uncertificated
REMIC III Pass-Through Rate or the Uncertificated REMIC IV Pass-Through Rate, as
applicable .
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest (other than the REMIC III Regular Interests
LTA-IO) outstanding as of any date of determination. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than zero.
The REMIC III Regular Interests LTA-IO will not have an Uncertificated Principal
Balance. With respect to the REMIC V Regular Interest SB-I-PO, REMIC V Regular
Interest SB-II-PO or REMIC V Regular Interest SB-III-PO, the initial amount set
forth with respect thereto in the Preliminary Statement as reduced by
distributions deemed made in respect thereof pursuant to Section 4.02 and
Realized Losses allocated thereto pursuant to Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests, REMIC
II Regular Interests, REMIC III Regular Interests, the REMIC IV Regular
Interests, the REMIC V Regular Interest SB-I-PO, the REMIC V Regular Interest
SB-II-PO, the REMIC V Regular Interest SB-III-PO, the REMIC V Regular Interest
SB-I-IO, the REMIC V Regular Interest SB-II-IO and the REMIC V Regular Interest
SB-III-IO.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group I Loans.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group II Loans.
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Uncertificated REMIC III Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group I Loans.
Uncertificated REMIC IV Pass-Through Rate: With respect to REMIC IV
Regular Interest LT1 and REMIC III Regular Interest LT2 and any Distribution
Date, a per annum rate equal to the Group I Net WAC Cap Rate for that
Distribution Date; with respect to REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT7 and any Distribution Date, 0.00%; with respect to REMIC IV
Regular Interest LT4 and any Distribution Date, a per annum rate equal to twice
the Group I Net WAC Cap Rate for that Distribution Date; with respect to the
REMIC IV Regular Interest LT5 and REMIC IV Regular Interest LT6 and any
Distribution Date, a per annum rate equal to the Group II Net WAC Cap Rate for
that Distribution Date; and with respect to the REMIC IV Regular Interest LT8
and any Distribution Date, a per annum rate equal to twice the Group II Net WAC
Cap Rate for that Distribution Date.
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.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates and Class
M-I Certificates, other than the Class A-I-IO Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; 1%
and 1% of all of the Voting Rights shall be allocated to the Holders of the
Class A-I-IO and Class SB Certificates, respectively, and 0.2% 0.2%, 0.2%, 0.2%
and 0.2% of all of the Voting Rights shall be allocated to the Holders of the
Class R-I, Class R-II, Class R-III, Class R-IV and Class R-V Certificates,
respectively; in each case to be allocated among the Certificates of such Class
in accordance with their respective Percentage Interest; provided, that so long
as no Certificate Insurer Default has occurred and is continuing, the Voting
Rights of the Class A-II Certificateholders and Class A-III Certificateholders
may be exercised by the Certificate Insurer without the consent of such Holders
and may only be exercised by such Holders with the prior written consent of the
Certificate Insurer.
Weighted Average Maximum Net Mortgage Rate: The Group II-A Weighted
Average Maximum Net Mortgage Rate, Group II-B Weighted Average Maximum Net
Mortgage Rate or Group III Weighted Average Maximum Net Mortgage Rate, as
applicable.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined as of each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR
Rate Adjustment Date is not a Business Day, then on the next succeeding Business
Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual
Period, will equal the rate for one month United States dollar deposits that
appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display
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designated as page 3750 on the Bridge Telerate Service (or such other page as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, LIBOR shall be so established by use of such other
service for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Master Servicer and the Certificate
Insurer), the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the reference banks (which shall be any three major banks that
are engaged in transactions in the London interbank market, selected by the
Trustee after consultation with the Master Servicer and the Certificate Insurer)
as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date to prime banks
in the London interbank market for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the LIBOR
Certificates then outstanding. The Trustee will request the principal London
office of each of the reference banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate will be the arithmetic mean of
the quotations rounded up to the next multiple of 1/16%. If on such date fewer
than two quotations are provided as requested, the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York City, selected
by the Trustee after consultation with the Master Servicer and the Certificate
Insurer, as of 11:00 a.m., New York City time, on such date for loans in U.S.
Dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the LIBOR
Certificates then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date; provided however, if, under the
priorities described above, LIBOR for a Distribution Date would be based on
LIBOR for the previous Distribution Date for the third consecutive Distribution
Date, the Trustee, after consultation with the Certificate Insurer, shall select
an alternative comparable index (over which the Trustee has no control), used
for determining one-month Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party. The
establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the
Trustee's subsequent calculation of the Pass-Through Rate applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding. Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any Certificateholder so requesting by calling the Bondholder Inquiry Line at
0-000-000-0000 the Pass-Through Rate on the LIBOR Certificates for the current
and the immediately preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
----------------------------
(a) The Depositor, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee in respect of Trust Fund I without recourse
all the right, title and interest of the Depositor in and to (i) the
Group I Loans, including all interest and principal on or with respect
to the Group I Loans due on or after the Cut-off Date (other than
Monthly Payments due prior to June 1, 2003); (ii) the portion of the
Mortgage Insurance Premium Taxes Reserve Fund Deposit relating to the
Group I Loans; and (iii) all proceeds of the foregoing. The Depositor,
concurrently with the execution and delivery hereof, does hereby assign
to the Trustee in respect of Trust Fund II without recourse all the
right, title and interest of the Depositor in and to (i) the Group II
Loans and Group III Loans, including all interest and principal on or
with respect to the Group II Loans and Group III Loans due on or after
the Cut-off Date (other than Monthly Payments due prior to June 1,
2003); (ii) the portion of the Mortgage Insurance Premium Taxes Reserve
Fund Deposit relating to the Group II Loans and Group III Loans; and
(iii) all proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, the Depositor delivered or caused to be
delivered hereunder to the Trustee, the Certificate Guaranty Insurance
Policy, the Hedge Agreements (the delivery of which shall evidence that
the Fixed Payment for each Hedge Agreement has been paid and the Trustee
and the Trust Fund shall have no further payment obligations thereunder)
and the MI Policy, and except as set forth in Section 2.01(c) below and
subject to Section 2.01(d) 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) 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 indicated
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R) System, the
assignment (which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing
an unbroken chain of title from the originator to the Person assigning
it to the Trustee (or to MERS, if the Mortgage Loan is registered on the
MERS(R) System and noting the presence of a MIN) with evidence of
recordation noted thereon or attached thereto, or a copy of such
assignment or assignments of the Mortgage with evidence of recording
indicated thereon; and
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(v) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan, or a copy of
each modification, assumption agreement or preferred loan agreement.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as
permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(ii), (iii),
(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly appointed agent or
agents of the Trustee.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in
connection with any Mortgage Loan, if the Depositor cannot deliver the original
of the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence
of recording thereon concurrently with the execution and delivery of this
Agreement because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel
acceptable to the Trustee, the Certificate Insurer 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 applicable, as the mortgagee of record solely as
nominee for Residential Funding and its successors and assigns. If any
Assignment is lost or returned unrecorded to the Depositor because of any defect
therein, the Depositor shall prepare a substitute Assignment 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, 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 or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
and that may be delivered as a copy rather than the original may be delivered to
the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 Business 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
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in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 and the Uncertificated
Regular Interests be construed as a sale by the Depositor to the Trustee of the
Mortgage Loans and the Uncertificated Regular Interests 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 and the Uncertificated Regular
Interests by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby
is 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 the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
any Uncertificated Regular Interests and any and all general intangibles,
payment intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or
relating to any of the foregoing, and (D) 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), (C) and (D) 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, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, (as applicable) 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
Uncertificated Regular Interests 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
74
Trustee's security interest in or lien on the Mortgage Loans and the
Uncertificated Regular Interests, as evidenced by an Officers' Certificate of
the Depositor, with a copy delivered to the Certificate Insurer, 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, (3) any transfer of any interest of Residential
Funding or the Depositor in any Mortgage Loan or (4) any transfer of any
interest of Residential Funding or the Depositor in any Uncertificated Regular
Interests.
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) above (except that for purposes of such acknowledgement only, a
Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in
blank) and declares that it, or a Custodian as its agent, holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the use and benefit
of all present and future Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders and the Certificate Insurer, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 90 days after
the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
as supplemented, that have been conveyed to it, and to deliver to the Trustee a
certificate (the "Interim Certification") to the effect that all documents
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective,
upon receipt of notification from the Custodian as specified in the succeeding
sentence, the Trustee shall promptly so notify or cause the Custodian to notify
the Master Servicer and the Depositor. Pursuant to Section 2.03 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 in respect of the items received by it pursuant to the Custodial
Agreement. If such omission or defect materially and adversely affects the
interests in the related Mortgage Loan of the Certificateholders or the
Certificate Insurer, the Master Servicer shall promptly notify the related
Subservicer or Seller of such omission or defect and request that such
Subservicer or Seller 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 or Seller does not correct or cure such omission or defect
within such period, that such Subservicer or Seller 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
75
or repurchase must occur within 90 days from the date such breach was
discovered. 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 Seller 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 and Section 2.04, if the Subservicer or Seller 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 Seller 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 or Seller, 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 (except for the Certificate Insurer's rights under the
Insurance Agreement).
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 and the Certificate Insurer that:
(i) The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence
and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and
its performance and compliance with the terms of this Agreement will not
violate the Master Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice or lapse
of time, or both, would constitute a material default) under, or result
in the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Depositor, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
76
(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;
(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; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer
for each Mortgage Loan accurately and fully reports its borrower credit
files to each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer, the Certificate Insurer, 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 or the
Certificate Insurer 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 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 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 (except for the Certificate Insurer's rights under Section
3.03 of the Insurance Agreement).
(b) The Depositor hereby represents and warrants to the Trustee for the benefit
of the Certificateholders and the Certificate Insurer that as of the Closing
Date (or, if otherwise specified below, as of the date so specified): (i)
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
77
transfers ownership of the Mortgage Loans to the Trustee free and clear of any
pledge, lien, encumbrance or security interest; and (ii) 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
Certificate Insurer, 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 or the
Certificate Insurer in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties and the Certificate
Insurer (any Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and
warranty set forth in Section 2.03(b)(ii), 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 (other than the Certificate Insurer) or the Trustee on behalf
of the Certificateholders (other than the Certificate Insurer). 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 Sellers.
-----------------------------------------
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 and each Seller's Agreement applicable to a Mortgage Loan
as and to the extent set forth in the Assignment Agreement. Insofar as the
Assignment Agreement or such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the related Seller 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, the Certificate Insurer and the
Certificateholders. Upon the discovery by the Depositor, the Master Servicer,
the Certificate Insurer, the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or the Assignment
Agreement in respect of any Mortgage Loan or of any Repurchase Event which
materially and adversely affects the interests of the Certificateholders or the
Certificate Insurer in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties and the Certificate
Insurer (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller and Residential Funding
of such breach or Repurchase Event and request that such Seller or 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.
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Upon the discovery by the Depositor, the Master Servicer, the Trustee,
or any Custodian of a breach of any of such representations and warranties set
forth in the Assignment Agreement in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders or the
Certificate Insurer 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) at the same time as notice is given
pursuant to the preceding paragraph of any corresponding breach of
representation or warranty made in Seller's Agreement. The Master Servicer shall
promptly notify Residential Funding of such breach of a representation or
warranty set forth in the Assignment Agreement and request that Residential
Funding either (i) cure such breach in all material respects within 90 days from
the date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund within 90 days of the date of such written
notice of such breach at the Purchase Price and in the manner set forth in
Section 2.02, but only if the Mortgage Loan has not been purchased by the Seller
due to a breach of representation and warranty of the related Seller's Agreement
as set forth in the preceding paragraph; provided that Residential Funding shall
have the option to substitute a Qualified Substitute Mortgage Loan or Loans for
such Mortgage Loan if such substitution occurs within two years following the
Closing Date; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related Seller shall be deemed to
have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan made in the related Seller Agreements as of the date of
substitution, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan (other than those of a statistical nature) contained in 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(b) hereof.
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 or cause the related Seller to 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
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the calculation of such shortfall and (subject to Section 10.01(f) 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 any REMIC hereunder 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 Seller or
Residential Funding, as the case may be, to cure such breach or purchase (and in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders (other than
the Certificate Insurer) or the Trustee on behalf of the Certificateholders
(other than the Certificate Insurer). 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 Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC I Regular Interest I-LT for the benefit of the Holders of the REMIC
III Regular Interests. The Trustee acknowledges receipt of the REMIC I Regular
Interest I-LT (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 III Regular Interests and Holders of the Class R-III Certificates. The
interests evidenced by the Class R-III Certificates, together with the REMIC III
Regular Interests, constitute the entire beneficial ownership interest in REMIC
III.
(c) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC II Regular Interest II-LT and the REMIC III Regular Interests for the
benefit of the Holders of the REMIC IV Regular Interests. The Trustee
acknowledges receipt of the REMIC II Regular Interest II-LT and the REMIC III
Regular Interests (which are uncertificated) and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of the
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.
(d) 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 IV Regular Interests for the benefit of the holders of the Regular
Certificates and the Class R-V certificates. The Trustee acknowledges receipt of
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the REMIC IV 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 Regular Certificates and the Class R-V Certificates. The
interests evidenced by the Class R-V Certificate, together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC V.
Section 2.06. Purposes and Powers of the Trust.
--------------------------------
The purpose of the trusts, as created hereunder, is to engage in
the following activities:
(a) to sell the Certificates to the Depositor in exchange for the
Mortgage Loans;
(b) to enter into and perform its obligations under this
Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such
other activities as may be required in connection with conservation of the Trust
Fund and the making of distributions to the Certificateholders.
The trusts are hereby authorized to engage in the foregoing
activities. Notwithstanding the provisions of Section 11.01, the trusts shall
not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement while any
Certificate is outstanding, and this Section 2.06 may not be amended, without
the consent of the Certificateholders evidencing a majority of the aggregate
Voting Rights of the Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
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(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. The Master
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Master Servicer in
accordance with Section 3.16(c), with no right of reimbursement; provided, that
if, as a result of MERS discontinuing or becoming unable to continue operations
in connection with the MERS(R) System, it becomes necessary to remove any
Mortgage Loan from registration on the MERS(R) System and to arrange for the
assignment of the related Mortgages to the Trustee, then any related expenses
shall be reimbursable to the Master Servicer. Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause any REMIC 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 or other documents. 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.
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If the Mortgage relating to a Mortgage Loan did not have a lien senior
to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the Master Servicer, in such capacity, may not consent to the placing of a
lien senior to that of the Mortgage on the related Mortgaged Property. If the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on
the related Mortgaged Property as of the Cut-off Date, then the Master Servicer,
in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such
refinancing is less than the original debt-to-income ratio as set
forth on the Mortgage Loan Schedule; provided, however, that in
no instance shall the resulting Combined Loan-to-Value Ratio
("Combined Loan-to-Value Ratio") of such Mortgage Loan be higher
than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such
Mortgage Loan is no higher than the Combined Loan-to-Value Ratio
prior to such refinancing; provided, however, if such refinanced
mortgage loan is a "rate and term" mortgage loan (meaning, the
Mortgagor does not receive any cash from the refinancing), the
Combined Loan-to-Value Ratio may increase to the extent of either
(x) the reasonable closing costs of such refinancing or (y) any
decrease in the value of the related Mortgaged Property, if the
Mortgagor is in good standing as defined by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan evidencing
the refinanced senior lien is no more than 2.0% higher than the interest
rate or the maximum interest rate, as the case may be, on the loan
evidencing the existing senior lien immediately prior to the date of
such refinancing; provided, however (A) if the loan evidencing the
existing senior lien prior to the date of refinancing has an adjustable
rate and the loan evidencing the refinanced senior lien has a fixed
rate, then the current interest rate on the loan evidencing the
refinanced senior lien may be up to 2.0% higher than the then-current
loan rate of the loan evidencing the existing senior lien and (B) if the
loan evidencing the existing senior lien prior to the date of
refinancing has a fixed rate and the loan evidencing the refinanced
senior lien has an adjustable rate, then the maximum interest rate on
the loan evidencing the refinanced senior lien shall be less than or
equal to (x) the interest rate on the loan evidencing the existing
senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not
subject to negative amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing
standards set forth herein, take whatever actions as may be necessary to file a
claim under or enforce or allow the Trustee to file a claim under or enforce any
title insurance policy with respect to any Mortgage Loan including, without
limitation, joining in or causing any Seller or Subservicer (or any other party
in possession of any title insurance policy) to join in any claims process,
negotiations, actions or proceedings necessary to make a claim under or enforce
any title insurance policy. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable) make or permit any modification, waiver, or
amendment of any term of any Mortgage Loan that would both (i) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) (other
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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 (ii) cause any REMIC formed hereunder to fail to qualify as
a REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions.
(c) In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are customarily provided
by Persons other than servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one or more of
the Certificates providing for the payment by the Master Servicer of amounts
received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which
payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered
into by Residential Funding and Subservicers prior to the execution and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. 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,
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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 or the Certificate Insurer.
(b) As part of its servicing activities hereunder, the Master Servicer, for the
benefit of the Trustee, the Certificateholders and the Certificate Insurer,
shall use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller under
the related Seller's 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 or Seller's 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. For purposes of clarification
only, the parties agree that the foregoing is not intended to, and does not,
limit the ability of the Master Servicer to be reimbursed for expenses that are
incurred in connection with the enforcement of a Seller's obligations and are
reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
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The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
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,
the Certificate Insurer 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 or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.
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Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
---------------------------------------------------------------
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of
the Master Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
(c) Unless a Certificate Insurer Default exists, the Master Servicer will, if it
is authorized to do so under the relevant Subservicing Agreement, upon request
of the Certificate Insurer at a time when the Certificate Insurer may remove the
Master Servicer under the terms hereof, terminate any Subservicing Agreement.
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 the MI 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 or the Certificate Insurer (taking into account any
estimated Realized Loss that might result absent such action), provided,
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however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without
limitation any modification that would change the Mortgage Rate, forgive
the payment of any principal or interest (unless in connection with the
liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent
with the terms of the Mortgage Loan), capitalize any amounts owing on
the Mortgage Loan by adding such amount to the outstanding principal
balance of the Mortgage Loan, or extend the final maturity date of such
Mortgage Loan, unless such Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable.
No such modification shall reduce the Mortgage Rate on a Mortgage Loan
below (i) with respect to the Group I Loans, one-half of the Mortgage
Rate as in effect on the Cut-off Date and (ii) with respect to the Group
II Loans and Group III Loans, the greater of (A) one-half of the
Mortgage Rate as in effect on the Cut-off Date and (B) one-half of the
Mortgage Rate as in effect on the date of such modification, but for all
of the Mortgage Loans, not less than the sum of the rates at which the
Servicing Fee, the Subservicing Fee and the Mortgage Insurance Premium
Rate, and in the case of the Group II Loans and Group III Loans, the
Certificate Insurer Premium Modified Rate, accrue. The final maturity
date for any Mortgage Loan shall not be extended beyond the Maturity
Date. Also, the aggregate principal balance of all Reportable Modified
Mortgage Loans subject to Servicing Modifications (measured at the time
of the Servicing Modification and after giving effect to any Servicing
Modification) can be no more than five percent of the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date, unless
such limit is increased from time to time with the consent of the MI
Policy Provider and each Rating Agency provides written confirmation
that such increase 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 (without regard to the Certificate Guaranty
Insurance Policy). In addition, any amounts owing on a Mortgage Loan
added to the outstanding principal balance of such Mortgage Loan must be
fully amortized over the term of such Mortgage Loan, and such amounts
may be added to the outstanding principal balance of a Mortgage Loan
only once during the life of such Mortgage Loan. Also, the addition of
such amounts described in the preceding sentence shall be implemented in
accordance with the Program Guide and may be implemented only by
Subservicers that have been approved by the Master Servicer for such
purposes. 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 principal balance thereof
by the original maturity date based on the original Mortgage Rate;
provided, that such reamortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received
by it in respect of the Mortgage Loans subsequent to the Cut-off Date
(other than in respect of Monthly Payments due prior to June 1, 2003):
(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
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(ii) All payments on account of interest at the Adjusted Mortgage Rate on the
Mortgage Loans, including the interest component of any Subservicer
Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related expenses
of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any
payments or collections received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of Monthly Payments due before June 1, 2003) and payments or
collections consisting of late payment charges or assumption fees may but need
not be deposited by the Master Servicer in the Custodial Account. In the event
any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04, 4.07 and 4.08 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Group I Available Distribution
Amount, Group II Available Distribution Amount or Group III Available
Distribution Amount, as applicable, 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.
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Section 3.08. Subservicing Accounts; Servicing Accounts.
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(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, the Certificate
Insurer and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds of Mortgage
Loans received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible Account, the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of late charges or assumption fees, or
payments or collections received in the nature of prepayment charges to the
extent that the Subservicer is entitled to retain such amounts pursuant to the
Subservicing Agreement. On or before the date specified in the Program Guide,
but in no event later than the Determination Date, the Master Servicer shall
cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts equal to any scheduled
monthly installments of principal and interest less its Subservicing Fees on any
Mortgage Loans for which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust
Fund by deed in lieu of foreclosure or otherwise. All such advances received by
the Master Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee and the related Mortgage Insurance
Premium Rate, if any, plus with respect to the Group II Loans and Group III
Loans, the Certificate Insurer Premium Modified Rate, 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, the Mortgage Insurance Premium, 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, the Mortgage Insurance Premium, if applicable,
or comparable items, to reimburse the Master Servicer or Subservicer out of
related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
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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.
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(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, Servicing Advances or other expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such withdrawal right being
limited to amounts received on the related Mortgage Loans (including, for
this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts
in respect of which such advances were made in the case of Servicing
Advances;
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(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) plus the applicable Mortgage Insurance Premium
Rate, plus, with respect to the Group II Loans and Group III Loans, the
Certificate Insurer Premium Modified Rate, 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 or other property deposited in or
credited to 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, a Seller, 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, 4.08 or 9.01, all amounts received thereon and
not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below, and any Advance or Servicing Advance made in
connection with a modified Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the Advance or
Servicing Advance was added to the Stated Principal Balance of the
Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and
reimbursable to it or the Depositor pursuant to Section 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing
any repurchase, substitution or indemnification obligation of any Seller
(other than the Depositor or an Affiliate of the Depositor) pursuant to
the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section
3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07, including any
payoff fees or penalties or any other additional amounts payable to the
Master Servicer or Subservicer pursuant to the terms of the Mortgage
Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Custodial Account pursuant to such clauses.
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(c) The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable to
the Mortgage Loans on any Certificate Account Deposit Date succeeding
the date of such determination. Such right of reimbursement in respect
of a Nonrecoverable Advance relating to an Advance made pursuant to
Section 4.04 on any such Certificate Account Deposit Date shall be
limited to an amount not exceeding the portion of such advance
previously paid to Certificateholders (and not theretofore reimbursed to
the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage.
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(a) The Master Servicer shall not take, or permit any Subservicer to take, any
action which would result in noncoverage under the MI Policy or 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. The Master Servicer shall keep or cause to be kept in full force and
effect the MI Policy, except as provided in Section 3.11(c).
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the MI Policy Provider under
the MI Policy and 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 the MI Policy and 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 the MI Policy or any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10. In addition, the Master Servicer shall
deposit any refunds of any Mortgage Insurance Premiums into the Custodial
Account for inclusion in the Group I Available Distribution Amount, Group II
Available Distribution Amount or Group III Available Distribution Amount, as
applicable, for the following Distribution Date.
(c) To the extent of a MI Policy Provider Default, if the MI Policy may be
terminated without payment of any further premium for such policy, the Master
Servicer shall use its best efforts to replace such policy with a substitute
policy at a premium rate which is no greater than the premium rate that is
charged under the MI Policy and with coverage for losses in amounts
substantially similar to those under the MI Policy. Any substitute policy shall
be entered into only with the written consent of the Certificate Insurer.
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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 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% 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, 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 are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement a blanket fidelity
bond and an errors and omissions insurance policy covering the Master Servicer's
officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage
shall be at least equal to the coverage that would be required by Xxxxxx Xxx or
Xxxxxxx Mac, whichever is greater, with respect to the Master Servicer if the
Master Servicer were servicing and administering the Mortgage Loans for Fannie
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Mae or Xxxxxxx Mac. In the event that any such bond or policy ceases to be in
effect, the Master Servicer shall obtain a comparable replacement bond or policy
from an issuer or insurer, as the case may be, meeting the requirements, if any,
of the Program Guide and acceptable to the Depositor. Coverage of the Master
Servicer under a policy or bond obtained by an Affiliate of the Master Servicer
and providing the coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any REMIC created hereunder to fail to qualify as a REMIC 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 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
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appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee collected by
the Master Servicer or such related Subservicer for entering into an assumption
or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or 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 any REMIC hereunder would not fail to continue to qualify as a REMIC
under the Code as a result thereof and (subject to Section 10.01(f)) that no tax
on "prohibited transactions" or "contributions" after the Startup Date would be
imposed on any REMIC created hereunder 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
more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified
Mortgage Loan, 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 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
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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 or the Certificate Insurer after reimbursement to itself for such
expenses or charges and (ii) that such expenses and charges will be recoverable
to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 3.10, whether or not such expenses and
charges are actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of such a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of its funds so expended pursuant to Section 3.10. In addition,
the Master Servicer may pursue any remedies that may be available in connection
with a breach of a representation and warranty with respect to any such Mortgage
Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is
not required to continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a breach of a
representation and warranty if the Master Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of all Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries referred to in
the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
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
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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 or the Certificate Insurer, 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 (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 REMIC hereunder 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
REMIC created hereunder 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 any REMIC hereunder 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 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); fifth, to the Certificate Insurer for
reimbursement for any payments made pursuant to the Certificate Guaranty
Insurance Policy to the extent not reimbursed pursuant to Section 4.02(d)(vi) or
(xvi), or 4.02(e)(v) or (xi); and sixth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of
whose obligors is not a United States Person, in connection with any foreclosure
or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
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the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
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, or, in the case
of a Custodian, an electronic request in a form acceptable to the Custodian,
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, or, in the case of a Custodian, an
electronic request in a form acceptable to the Custodian, 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 the Trustee's receipt of notification from
the Master Servicer of the deposit of the related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and
deliver to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
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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) plus the
Mortgage Insurance Premium Rate, if applicable, plus, with respect to the Group
II Loans and the Group III Loans, the Certificate Insurer Premium Modified Rate,
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 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.
Prepayment charges shall be deposited into the Certificate Account and shall be
paid on each Distribution Date to the holders of the related Class SB
Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for
such Distribution Date used to cover Prepayment Interest Shortfalls as provided
in Section 3.16(f) below. 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); and second, to any income
or gain realized from any investment of funds held in the Custodial Account or
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the Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master
Servicer shall not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); and (ii) shall not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(c).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the
Mortgage Loans will be covered first, by the Master Servicer, but only to the
extent such Prepayment Interest Shortfalls do not exceed Eligible Master
Servicing Compensation.
(g) With respect to any Distribution Date, Compensating Interest derived from a
particular Loan Group shall be used on such Distribution Date to cover any
Prepayment Interest Shortfalls in such Loan Group and then to cover any
Prepayment Interest Shortfalls on the other Loan Groups in the same manner and
priority as Excess Cash Flow would cover such shortfalls pursuant to Section
4.02.
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, the Trustee and the
Certificate Insurer on or before the earlier of (a) March 31 of each year,
beginning with the first March 31 that occurs at least six months after the
Cut-off Date or (b) with respect to any calendar year during which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission, on or
before the date on which the annual report on Form 10-K is required to be filed
in accordance with the Exchange Act and the rules and regulations of the
Commission, 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 relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, 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.
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Section 3.19. Annual Independent Public Accountants' Servicing Report.
-------------------------------------------------------
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, on or before the date on which the
annual report is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the Master Servicer at its expense
shall cause a firm of independent public accountants, which shall be members of
the American Institute of Certified Public Accountants, to furnish a report to
the Depositor, the Trustee and the Certificate Insurer 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 Certificate
Insurer hereby is so identified. The Depositor may enforce the obligation of the
Master Servicer hereunder and may, but it 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. Neither the
Depositor nor the Trustee shall have the responsibility or liability for any
action or failure to act by the Master Servicer and the Depositor is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. The Mortgage Insurance Co-Trustee.
---------------------------------
(a) The Master Servicer and the Trustee hereby appoint the
Mortgage Insurance Co-Trustee to act as co-trustee as permitted under and in
accordance with Section 8.10 of this Agreement. The Mortgage Insurance
Co-Trustee hereby agrees to act as co-trustee of the Trust Fund for purposes of
accepting and holding the MI Policy on behalf of the Trust and to be the named
insured under the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI
Policy at its Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be
entitled to all of the rights, protections and immunities of the Trustee under
Article VIII of this Agreement.
(b) On each Distribution Date, the Trustee shall pay, on behalf
of the Mortgage Insurance Co-Trustee, the premium for the MI Policy out of
amounts on deposit in the Certificate Account. All claims under the MI Policy
shall be made by the Master Servicer on behalf of the Mortgage Insurance
Co-Trustee and any funds received by the Master Servicer with respect to the MI
Policy will be deemed to have been received by the Master Servicer on behalf of
the Mortgage Insurance Co-Trustee. Regardless, any funds received by the
Mortgage Insurance Co-Trustee under the MI Policy shall be remitted to the
Trustee within two Business Days for deposit to the Certificate Account.
(c) In the event of a MI Policy Provider Default under the MI
Policy, the MI Policy Provider shall be terminated by the Mortgage Insurance
Co-Trustee on behalf of the Trust only if the Mortgage Insurance Co-Trustee is
so directed by the Certificate Insurer and the Master Servicer.
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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), 4.07 or 4.08, (iv) any
amount required to be paid pursuant to Section 9.01, (v) an amount equal to the
Certificate Insurer Premium payable on such Distribution Date, (vi) an amount
equal to the Mortgage Insurance Premium payable on such Distribution Date and
(vii) other amounts constituting the Group I Available Distribution Amount,
Group II Available Distribution Amount or Group III Available Distribution
Amount for the immediately succeeding Distribution Date. In addition, as and to
the extent required pursuant to Section 4.12(b), the Trustee shall withdraw from
the Insurance Account any Insured Amount then on deposit in the Insurance
Account and deposit such amount into the Certificate Account.
(b) On each Distribution Date, prior to making any other distributions referred
to in Section 4.02 herein, the Trustee shall withdraw from the Certificate
Account and pay to the Certificate Insurer, by wire transfer of immediately
available funds to the Certificate Insurer Account, the Certificate Insurer
Premium for such Distribution Date. In addition, on each Distribution Date,
prior to making any other distributions referred to in Section 4.02 herein, the
Trustee shall withdraw from the Certificate Account and pay to the MI Policy
Provider, by wire transfer of immediately available funds, the Mortgage
Insurance Premium for such Distribution Date.
(c) The Trustee shall, upon written request from the Master Servicer, invest or
cause the institution maintaining the Certificate Account to invest the funds in
the Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders and the Certificate Insurer,
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
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by the Master Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate and distribute the Group I
Available Distribution Amount, Group II Available Distribution
Amount and Group III Available Distribution Amount (in each case,
to the extent on deposit in the Certificate Account) for such
date to the interests issued in respect of each REMIC as
specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to
REMIC III on account of the REMIC III Regular Interests:
(i) to the extent of the Group I Available Distribution Amounts, first, (A) to
the Holders of REMIC III Regular Interests LTB, in an amount equal to (x)
the Uncertificated Accrued Interest for such Distribution Date, plus (y)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates and (B) to the Holders of the REMIC III Regular Interests LTB, any
prepayment charges received on the Mortgage Loans during the related
Prepayment Period; and second, to Holders of REMIC III Regular Interest LTA
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from previous Distribution Dates; and
(ii) to the Holders of REMIC III Regular Interests, in an amount equal to the
remainder of the Group I Available Distribution Amount for such
Distribution Date after the distributions made pursuant to clause (i)
above, allocated in the following order of priority:
(A) to the Holders of REMIC III Regular Interest
LTA, until the Uncertificated Principal Balance of REMIC
III Regular Interest LTA is reduced to zero;
(B) to the Holders of REMIC III Regular Interests
LTB sequentially in the order of their numerical
designation, until the Uncertificated Principal Balance of
each successive REMIC III Regular Interest LTB is reduced
to zero; and
(C) any remaining amount to the Holders of the
Class R-III Certificates.
(2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II and REMIC III to
REMIC IV on account of the REMIC IV Regular Interests:
(i) first, (A) to the extent of the Group I Available Distribution Amount and
Group II Available Distribution Amount, to the Holders of REMIC IV Regular
Interests LTA-IO, in an amount equal to (x) their Uncertificated Accrued
Interest for such Distribution Date, plus (y) any amounts in respect
thereof remaining unpaid from previous Distribution Dates and (B) pro rata
to the Holders of the REMIC IV Regular Interests LTA-IO, any prepayment
charges received on the Mortgage Loans during the related Prepayment
Period; and second, (2) to the Holders of REMIC IV Regular Interest LT1,
REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3, REMIC IV
Regular Interest LT4, REMIC IV Regular Interest LT5, REMIC IV Regular
Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular Interest
LT8, pro rata, in an amount equal to (A) their Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
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(ii) on each Distribution Date, to the Holders of REMIC IV Regular Interests, in
an amount equal to the remainder of the proceeds relating to the REMIC IV
Regular Interests after the distributions made pursuant to clause (i)
above, allocated as follows (except as provided below):
(A) to the Holders of the REMIC IV Regular Interest
LT2, REMIC IV Regular Interest LT3, REMIC IV Regular
Interest LT4, REMIC IV Regular Interest LT5, REMIC IV
Regular Interest LT6, REMIC IV Regular Interest LT7 and
REMIC IV Regular Interest LT8, their respective Principal
Distribution Amounts;
(B) to the Holders of the REMIC IV Regular Interest
LT1 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder to the Holders of the REMIC IV
Regular Interest LT2, REMIC IV Regular Interest LT3, REMIC
IV Regular Interest LT4, REMIC IV Regular Interest LT5,
REMIC IV Regular Interest LT6, REMIC IV Regular Interest
LT7 and REMIC IV Regular Interest LT8, pro rata according
to their respective Uncertificated Principal Balances as
reduced by the distributions deemed made pursuant to (i)
above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(D) any remaining amounts to the Holders of the
Class R-IV Certificates.
(3) Notwithstanding the distributions on the REMIC Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Sections 4.02(c), (d)
and (e).
(c) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing
in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based
on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder of the
following amounts), in the following order of priority, in each
case to the extent of the Group I Available Distribution Amount
on deposit in the Certificate Account (or, with respect to clause
(xxii)(B) below, to the extent of prepayment charges on deposit
in the Certificate Account):
(i) to the Class A-I Certificateholders from the amount, if any, of
the Group I Available Distribution Amount, the related Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any related Accrued Certificate
Interest remaining unpaid from any prior Distribution Date;
104
(ii) to the Class M-I-1 Certificateholders from the amount, if any, of
the Group I Available Distribution Amount, the related Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any related Accrued Certificate
Interest remaining unpaid from any prior Distribution Date;
(iii) to the Class M-I-2 Certificateholders from the amount, if any, of
the Group I Available Distribution Amount, the related Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any related Accrued Certificate
Interest remaining unpaid from any prior Distribution Date;
(iv) to the Class M-I-3 Certificateholders from the amount, if any, of
the Group I Available Distribution Amount, the related Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any related Accrued Certificate
Interest remaining unpaid from any prior Distribution Date;
(v) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, the
Group I Principal Distribution Amount (other than the amounts
described in clauses (b)(iv) and (v) of the definition thereof),
which amount shall be allocated in the manner and priority set
forth in Section 4.02(f) below, until the aggregate Certificate
Principal Balance of each Class of Class A-I Certificates and
Class M-I Certificates has been reduced to zero;
(vi) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from
the Group I Excess Cash Flow, an amount equal to the principal
portion of Realized Losses on the Group I Loans during the
immediately preceding Due Period, which amount shall be included
in the Group I Principal Distribution Amount and allocated in the
manner and priority set forth in Section 4.02(f) below, until the
aggregate Certificate Principal Balance of each Class of Class
A-I Certificates and Class M-I Certificates has been reduced to
zero;
(vii) to the Class A-II Certificateholders, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the principal portion of
Realized Losses (other than Excess Realized Losses) on the Group
II Loans during the immediately preceding Due Period, to the
extent not covered by distributions of the Group II Excess Cash
Flow on such Distribution Date, which amount shall be included in
the Group II Principal Distribution Amount and allocated in the
manner and priority set forth in Section 4.02(g) below, until the
aggregate Certificate Principal Balance of each Class of Class
A-II Certificates has been reduced to zero;
(viii) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from
the amount, if any, of the Group I Excess Cash Flow remaining
after the foregoing distributions, the Group I
Overcollateralization Increase Amount, which amount shall be
included in the Group I Principal Distribution Amount and
allocated in the manner and priority set forth in Section 4.02(f)
below, until the aggregate Certificate Principal Balance of each
Class of Class A-I Certificates and Class M-I Certificates has
been reduced to zero;
105
(ix) to the Class A-II Certificateholders, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount
for such Distribution Date, to the extent not covered by
distributions of the Group II Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group II
Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(g) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II
Certificates has been reduced to zero;
(x) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group I Excess
Cash Flow remaining after the foregoing distributions, the amount
of any Prepayment Interest Shortfalls with respect to the Group I
Loans for that Distribution Date, to the extent not covered by
Compensating Interest on such Distribution Date, which amount
shall be allocated to the Class A-I Certificateholders and Class
M-I Certificateholders on a pro rata basis, based on the amount
of Accrued Certificate Interest thereon for such Distribution
Date;
(xi) to the Class A-II Certificateholders, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
with respect to the Group II Loans for that Distribution Date, to
the extent not covered by Compensating Interest and distributions
of the Group II Excess Cash Flow on such Distribution Date, which
amount shall be allocated to the Class A-II Certificateholders on
a pro rata basis, based on the amount of Accrued Certificate
Interest thereon for such Distribution Date;
(xii) to the Class A-I Certificateholders and the Certificate M-I
Certificateholders from the amount, if any, of the Group I Excess
Cash Flow remaining after the foregoing distributions, the amount
of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest
thereon at the related Pass-Through Rates, which amount shall be
allocated to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid;
(xiii) to the Class A-II Certificateholders, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates,
to the extent not covered by distributions of the Group II Excess
Cash Flow on such Distribution Date, which amount shall be
allocated to the Class A-II Certificateholders on a pro rata
basis, based on the amount of Prepayment Interest Shortfalls
remaining unpaid, to the extent not covered by the Group II
Excess Cash Flow on such Distribution Date;
(xiv) to the Class A-I Certificateholders and the Class M-I
Certificateholders from the amount, if any, of the Group I Excess
Cash Flow remaining after the foregoing distributions, the amount
of any Group I Net WAC Cap Shortfalls on such Certificates, which
amount shall be allocated first, to the Class A-I
Certificateholders on a pro rata basis, based on their respective
Group I Net WAC Cap Shortfalls for such Distribution Date, and
then sequentially, to the Class M-I-1 Certificateholders, Class
M-I-2 Certificateholders and Class M-I-3 Certificateholders, in
that order;
(xv) to the Class A-II Certificateholders, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, the amount of any Class A-II-A Basis Risk
Shortfalls or Class A-II-B Basis Risk Shortfalls, to the extent
106
not covered by distributions of the Group II Excess Cash Flow or
the related Hedge Payments on such Distribution Date, on a pro
rata basis, based on their respective Class A-II-A Basis Risk
Shortfalls or Class A-II-B Basis Risk Shortfalls for such
Distribution Date;
(xvi) to the Class A-III Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of the principal portion of Realized Losses (other
than Excess Realized Losses) on the Group III Loans during the
immediately preceding Due Period, to the extent not covered by
distributions of the Group III Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group
III Principal Distribution Amount, until the aggregate
Certificate Principal Balance of the Class A-III Certificates has
been reduced to zero;
(xvii) to the Class A-III Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing
distributions, the applicable Pro Rata Percentage of the Group
III Overcollateralization Increase Amount for such Distribution
Date, to the extent not covered by distributions of the Group III
Excess Cash Flow on such Distribution Date, which amount shall be
included in the Group III Principal Distribution Amount, until
the aggregate Certificate Principal Balance of the Class A-III
Certificates has been reduced to zero;
(xviii) to the Class A-III Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing
distributions, the applicable Pro Rata Percentage of any related
Prepayment Interest Shortfalls with respect to the Group III
Loans for that Distribution Date, to the extent not covered by
Compensating Interest and distributions of the Group III Excess
Cash Flow on such Distribution Date;
(xix) to the Class A-III Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing
distributions, the applicable Pro Rata Percentage of any
Prepayment Interest Shortfalls allocated thereto remaining unpaid
from prior Distribution Dates together with interest thereon at
the related Pass-Through Rate, to the extent not covered by
distributions of the Group III Excess Cash Flow on such
Distribution Date;
(xx) to the Class A-III Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing
distributions, the applicable Pro Rata Percentage of any Group
III Basis Risk Shortfalls, to the extent not covered by
distributions of the Group III Excess Cash Flow or the related
Hedge Payment on such Distribution Date;
(xxi) to the Depositor, for any amounts advanced with respect to
Mortgage Insurance Premium Taxes Reserve Fund Deposit, from the
amount, if any, of the Group I Excess Cash Flow remaining after
the foregoing distributions;
(xxii) to the Class SB-I Certificates, (A) from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing
distributions, the sum of (I) Accrued Certificate Interest
thereon, (II) the amount of any related Overcollateralization
Reduction Amount for such Distribution Date and (III) for any
Distribution Date after the Certificate Principal Balance of each
Class of Class A Certificates and Class M-I Certificates has been
reduced to zero, the Group I Overcollateralization Amount, and
(B) from prepayment charges on deposit in the Certificate
Account, any prepayment charges received on the Mortgage Loans
during the related Prepayment Period; and
(xxiii) to the Class R-V Certificateholders, the balance, if any, of the
Group I Excess Cash Flow.
107
(d) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing
in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based
on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder of the
following amounts), in the following order of priority, in each
case to the extent of the Group II Available Distribution Amount
on deposit in the Certificate Account (except, with respect to
clause (i) below, to the extent of the related Class A-II
Interest Distribution Amount, and with respect to clauses (ii),
(xiii) and (xxii) below, to the extent of the remaining Available
Distribution Amount plus the remaining Hedge Payment or, with
respect to clause (xxii)(B) below, to the extent of prepayment
charges on deposit in the Certificate Account):
(i) to the Class A-II Certificateholders, the Group II REMIC Interest
Distribution Amount payable on the Class A-II Certificates with
respect to such Distribution Date, plus any related amounts
accrued pursuant to this clause (i) but remaining unpaid from any
prior Distribution Date, on a pro rata basis, based upon the
amount of Group II REMIC Interest Distribution Amount due
thereon, being paid from and in reduction of the Group II
Available Distribution Amount;
(ii) (A) to the Class A-II-A Certificateholders, the related Accrued
Certificate Interest in excess of the related Group II REMIC
Interest Distribution Amount, being paid from and in reduction of
the related Hedge Payment for such Distribution Date and (B) to
the Class A-II-B Certificateholders, the related Accrued
Certificate Interest in excess of the related Group II REMIC
Interest Distribution Amount, being paid from and in reduction of
the related Hedge Payment for such Distribution Date;
(iii) to the Class A-II Certificateholders, the Group II Principal
Distribution Amount (other than the amounts described in clauses
(b)(iv) and (v) of the definition thereof), which amount shall be
allocated in the manner and priority set forth in Section 4.02(g)
below, until the aggregate Certificate Principal Balance of each
Class of Class A-II Certificates has been reduced to zero;
(iv) to the Class A-II Certificateholders, from the Group II Excess
Cash Flow, an amount equal to the Realized Losses (other than
Excess Realized Losses) on the Group II Loans during the
immediately preceding Due Period, which amount shall be included
in the Group II Principal Distribution Amount and allocated in
the manner and priority set forth in Section 4.02(g) below, until
the aggregate Certificate Principal Balance of each Class of
Class A-II Certificates has been reduced to zero;
(v) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and Class M-I Certificateholders, from the amount, if
any, of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the principal portion of Realized Losses
on the Group I Loans during the immediately preceding Due Period, to the
extent not covered by distributions of the Group I Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group I Principal
108
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(f) below, until the aggregate Certificate Principal Balance of
each Class of Class A-I Certificates and Class M-I Certificates has been
reduced to zero;
(vi) to the Certificate Insurer, from the amount, if any, of the Group
II Excess Cash Flow remaining after the foregoing distributions,
the amount of any Group II Cumulative Insurance Payments;
(vii) to the Class A-II Certificateholders, from the amount, if any, of
the Group II Excess Cash Flow remaining after the foregoing
distributions, the Group II Overcollateralization Increase
Amount, which amount shall be included in the Group II Principal
Distribution Amount and allocated in the manner and priority set
forth in Section 4.02(g) below, until the aggregate Certificate
Principal Balance of each Class of Class A-II Certificates has
been reduced to zero;
(viii) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and Class M-I Certificateholders, from the
amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date, to the extent not
covered by distributions of the Group I Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group I
Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-I
Certificates and Class M-I Certificates has been reduced to zero;
(ix) to the Class A-II Certificateholders, from the amount, if any, of
the Group II Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
with respect to the Group II Loans for that Distribution Date, to
the extent not covered by Compensating Interest on such
Distribution Date, which amount shall be allocated to the Class
A-II Certificateholders on a pro rata basis, based on the amount
of Accrued Certificate Interest thereon for such Distribution
Date;
(x) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II
Excess Cash Flow remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls with respect to the
Group I Loans for that Distribution Date, to the extent not
covered by Compensating Interest and distributions of the Group I
Excess Cash Flow on such Distribution Date, which amount shall be
allocated to the Class A-I Certificateholders and Class M-I
Certificateholders on a pro rata basis, based on the amount of
Accrued Certificate Interest thereon for such Distribution Date;
(xi) to the Class A-II Certificateholders, from the amount, if any, of
the Group II Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates,
which amount shall be allocated to the Class A-II
Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid;
(xii) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II
Excess Cash Flow remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto
remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rates, to the extent
not covered by distributions of the Group I Excess Cash Flow on
such Distribution Date, which amount shall be allocated to the
Class A-I Certificateholders and Class M-I Certificateholders on
a pro rata basis, based on the amount of Prepayment Interest
Shortfalls remaining unpaid;
109
(xiii) to the Class A-II Certificateholders, from the amount, if any, of
the Group II Excess Cash Flow remaining after the foregoing
distributions, the amount of any Class A-II-A Basis Risk
Shortfalls or Class A-II-B Basis Risk Shortfalls, as applicable,
on such Certificates to the extent not covered by the related
Hedge Payments on such Distribution Date, which amount shall be
allocated to the Class A-II Certificateholders on a pro rata
basis, based on their respective Class A-II-A Basis Risk
Shortfalls or Class A-II-B Basis Risk Shortfalls for such
Distribution Date;
(xiv) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II
Excess Cash Flow remaining after the foregoing distributions, the
amount of any Group I Net WAC Cap Shortfalls on such
Certificates, to the extent not covered by distributions of the
Group I Excess Cash Flow on such Distribution Date, which amount
shall be allocated first, to the Class A-I Certificateholders on
a pro rata basis, based on their respective Group I Net WAC Cap
Shortfalls for such Distribution Date, and then sequentially, to
the Class M-I-1 Certificateholders, Class M-I-2
Certificateholders and Class M-I-3 Certificateholders, in that
order;
(xv) to the Class A-III Certificateholders, from the amount, if any,
of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of the principal portion of Realized Losses (other
than Excess Realized Losses) on the Group III Loans during the
immediately preceding Due Period, to the extent not covered by
distributions of the Group III Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group
III Principal Distribution Amount, until the aggregate
Certificate Principal Balance of the Class A-III Certificates has
been reduced to zero;
(xvi) to the Certificate Insurer, from the amount, if any, of the Group
II Excess Cash Flow remaining after the foregoing distributions,
the amount of any Group III Cumulative Insurance Payments;
(xvii) to the Class A-III Certificateholders, from the amount, if any,
of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of the Group III Overcollateralization Increase Amount
for such Distribution Date, to the extent not covered by
distributions of the Group III Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group
III Principal Distribution Amount, until the aggregate
Certificate Principal Balance of the Class A-III Certificates has
been reduced to zero;
(xviii) to the Class A-III Certificateholders, from the amount, if any,
of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of any related Prepayment Interest Shortfalls with
respect to the Group III Loans for that Distribution Date, to the
extent not covered by Compensating Interest and distributions of
the Group III Excess Cash Flow on such Distribution Date;
(xix) to the Class A-III Certificateholders, from the amount, if any,
of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of any Prepayment Interest Shortfalls allocated
thereto remaining unpaid from prior Distribution Dates together
with interest thereon at the related Pass-Through Rate, to the
extent not covered by distributions of the Group III Excess Cash
Flow on such Distribution Date;
110
(xx) to the Class A-III Certificateholders, from the amount, if any,
of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the applicable Pro Rata
Percentage of any Group III Basis Risk Shortfalls, to the extent
not covered by distributions of the Group III Excess Cash Flow or
the related Hedge Payment on such Distribution Date;
(xxi) to the Depositor, for any amounts advanced with respect to
Mortgage Insurance Premium Taxes Reserve Fund Deposit, from the
amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions;
(xxii) to the Class SB-II Certificates, (A) from the amount, if any, of
the Group II Excess Cash Flow remaining after the foregoing
distributions, the sum of (I) Accrued Certificate Interest
thereon, (II) the amount of any related Group II
Overcollateralization Reduction Amount for such Distribution
Date, (III) the amount of any related Hedge Shortfall Amount for
such Distribution Date, (IV) the amount of any related Hedge
Shortfall Carry-Forward Amount for such Distribution Date and (V)
for any Distribution Date after the Certificate Principal Balance
of each Class of Class A-II Certificates has been reduced to
zero, the Group II Overcollateralization Amount, (B) from
prepayment charges on deposit in the Certificate Account, any
prepayment charges received on the Group II Loans during the
related Prepayment Period and (C) from the related Hedge Payment,
if any, the amount of such Hedge Payment remaining after the
foregoing distributions; and
(xxiii) to the Class R-V Certificateholders, the balance, if any, of the
Group II Excess Cash Flow.
(e) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing
in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based
on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder of the
following amounts), in the following order of priority, in each
case to the extent of the Group III Available Distribution Amount
on deposit in the Certificate Account (except, with respect to
clauses (ii), (ix) and (xvii) below, to the extent of the
remaining Available Distribution Amount plus the remaining Hedge
Payment or, with respect to clause (xvii)(B) below, to the extent
of prepayment charges on deposit in the Certificate Account):
(i) to the Class A-III Certificateholders, the Group III REMIC
Interest Distribution Amount payable on the Class A-III
Certificates with respect to such Distribution Date, plus any
related amounts accrued pursuant to this clause (i) but remaining
unpaid from any prior Distribution Date, being paid from and in
reduction of the Group III Available Distribution Amount;
(ii) to the Class A-III Certificateholders, the related Accrued
Certificate Interest in excess of the related Group III REMIC
Interest Distribution Amount, being paid from and in reduction of
the Hedge Payment for such Distribution Date;
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(iii) to the Class A-III Certificateholders, the Group III Principal
Distribution Amount (other than the amounts described in clauses
(b)(iv) and (v) of the definition thereof), until the aggregate
Certificate Principal Balance of the Class A-III Certificates has
been reduced to zero;
(iv) to the Class A-III Certificateholders, from the Group III Excess
Cash Flow, an amount equal to the principal portion of Realized
Losses (other than Excess Realized Losses) on the Group III Loans
during the immediately preceding Due Period, which amount shall
be included in the Group III Principal Distribution Amount, until
the aggregate Certificate Principal Balance of the Class A-III
Certificates has been reduced to zero;
(v) to the Certificate Insurer, from the amount, if any, of the Group
III Excess Cash Flow remaining after the foregoing distributions,
the amount of any Group III Cumulative Insurance Payments;
(vi) to the Class A-III Certificateholders, from the amount, if any,
of the Group III Excess Cash Flow remaining after the foregoing
distributions, the Group III Overcollateralization Increase
Amount, which amount shall be included in the Group III Principal
Distribution Amount, until the aggregate Certificate Principal
Balance of the Class A-III Certificates has been reduced to zero;
(vii) to the Class A-III Certificateholders, from the amount, if any,
of the Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
with respect to the Group III Loans for that Distribution Date,
to the extent not covered by Compensating Interest on such
Distribution Date;
(viii) to the Class A-III Certificateholders, from the amount, if any,
of the Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rate;
(ix) to the Class A-III Certificateholders, from the amount, if any,
of the Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any Group III Basis Risk Shortfalls
to the extent not covered by the related Hedge Payment on such
Distribution Date;
(x) concurrently, (A) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders) and the Class M-I Certificateholders, the
applicable Pro Rata Percentage of the Group III Excess Cash Flow remaining
after the foregoing distributions, an amount equal to the principal portion
of Realized Losses on the Group I Loans during the immediately preceding
Due Period, to the extent not covered by distributions of the Group I
Excess Cash Flow or Group II Excess Cash Flow on such Distribution Date,
which amount shall be included in the Group I Principal Distribution Amount
and allocated in the manner and priority set forth in Section 4.02(f)
below, until the aggregate Certificate Principal Balance of each Class of
Class A-I Certificates and Class M-I Certificates has been reduced to zero
and (B) to the Class A-II Certificateholders, the applicable Pro Rata
Percentage of the Group III Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the principal portion of Realized Losses
(other than Excess Realized Losses) on the Group II Loans during the
immediately preceding Due Period, to the extent not covered by
distributions of the Group II Excess Cash Flow or Group I Excess Cash Flow
on such Distribution Date, which amount shall be included in the Group II
Principal Distribution Amount and allocated in the manner and priority set
forth in Section 4.02(g) below, until the aggregate Certificate Principal
Balance of each Class of Class A-II Certificates has been reduced to zero;
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(xi) to the Certificate Insurer, from the amount, if any, of the Group
III Excess Cash Flow remaining after the foregoing distributions,
the amount of any Group II Cumulative Insurance Payments;
(xii)concurrently, (A) to the Class A-I Certificateholders (other than the
Class A-I-IO Certificateholders) and the Class M-I Certificateholders, the
applicable Pro Rata Percentage of the Group III Excess Cash Flow remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount, to the extent not covered by distributions of the Group I
Excess Cash Flow or Group II Excess Cash Flow on such Distribution Date,
which amount shall be included in the Group I Principal Distribution Amount
and allocated in the manner and priority set forth in Section 4.02(f)
below, until the aggregate Certificate Principal Balance of each Class of
Class A-I Certificates and Class M-I Certificates has been reduced to zero
and (B) to the Class A-II Certificateholders, the applicable Pro Rata
Percentage of the Group III Excess Cash Flow remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount for such
Distribution Date, to the extent not covered by distributions of the Group
II Excess Cash Flow or Group I Excess Cash Flow on such Distribution Date,
which amount shall be included in the Group II Principal Distribution
Amount and allocated in the manner and priority set forth in Section
4.02(g) below, until the aggregate Certificate Principal Balance of each
Class of Class A-II Certificates has been reduced to zero;
(xiii) concurrently, (A) to the Class A-I Certificateholders and Class
M-I Certificateholders, the applicable Pro Rata Percentage of the
Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that
Distribution Date, to the extent not covered by Compensating
Interest, Group I Excess Cash Flow or Group II Excess Cash Flow
on such Distribution Date, which amount shall be allocated to the
Class A-I Certificateholders and Class M-I Certificateholders on
a pro rata basis, based on the amount of Accrued Certificate
Interest thereon for such Distribution Date and (B) to the Class
A-II Certificateholders, the applicable Pro Rata Percentage of
the Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group II Loans for that
Distribution Date, to the extent not covered by Compensating
Interest, Group II Excess Cash Flow or Group I Excess Cash Flow
on such Distribution Date, which amount shall be allocated to the
Class A-II Certificateholders on a pro rata basis, based on the
amount of Accrued Certificate Interest thereon for such
Distribution Date;
(xiv)concurrently, (A) to the Class A-I Certificateholders and the Certificate
M-I Certificateholders, the applicable Pro Rata Percentage of the Group III
Excess Cash Flow remaining after the foregoing distributions, the amount of
any Prepayment Interest Shortfalls allocated thereto remaining unpaid from
prior Distribution Dates together with interest thereon at the related
Pass-Through Rates, to the extent not covered by distributions of the Group
I Excess Cash Flow or Group II Excess Cash Flow on such Distribution Date,
which amount shall be allocated to the Class A-I Certificateholders and the
Class M-I Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid and (B) to the Class A-II
Certificateholders, the applicable Pro Rata Percentage of the Group III
Excess Cash Flow remaining after the foregoing distributions, the amount of
any Prepayment Interest Shortfalls allocated thereto remaining unpaid from
prior Distribution Dates together with interest thereon at the related
Pass-Through Rates, to the extent not covered by distributions of the Group
II Excess Cash Flow or Group I Excess Cash Flow on such Distribution Date,
which amount shall be allocated to the Class A-II Certificateholders on a
pro rata basis, based on the amount of Prepayment Interest Shortfalls
remaining unpaid, to the extent not covered by the Group II Excess Cash
Flow on such Distribution Date;
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(xv) concurrently, (A) to the Class A-I Certificateholders and the Class M-I
Certificateholders, the applicable Pro Rata Percentage of the Group III
Excess Cash Flow remaining after the foregoing distributions, the amount of
any Group I Net WAC Cap Shortfalls on such Certificates, to the extent not
covered by distributions of the Group I Excess Cash Flow or Group II Excess
Cash Flow on such Distribution Date, which amount shall be allocated first,
to the Class A-I Certificateholders on a pro rata basis, based on their
respective Group I Net WAC Cap Shortfalls for such Distribution Date, and
then sequentially, to the Class M-I-1 Certificateholders, Class M-I-2
Certificateholders and Class M-I-3 Certificateholders, in that order and
(B) to the Class A-II Certificateholders, the applicable Pro Rata
Percentage of the Group III Excess Cash Flow remaining after the foregoing
distributions, the amount of any Class A-II-A Basis Risk Shortfalls or
Class A-II-B Basis Risk Shortfalls, to the extent not covered by
distributions of the Group II Excess Cash Flow, Group I Excess Cash Flow or
the related Hedge Payments on such Distribution Date, on a pro rata basis,
based on their respective Class A-II-A Basis Risk Shortfalls or Class
A-II-B Basis Risk Shortfalls for such Distribution Date;
(xvi) to the Depositor, for any amounts advanced with respect to
Mortgage Insurance Premium Taxes Reserve Fund Deposit, from the
amount, if any, of the Group III Excess Cash Flow remaining after
the foregoing distributions;
(xvii) to the Class SB-III Certificates, (A) from the amount, if any, of
the Group III Excess Cash Flow remaining after the foregoing
distributions, the sum of (I) Accrued Certificate Interest
thereon, (II) the amount of any Group III Overcollateralization
Reduction Amount for such Distribution Date, (III) the amount of
any related Hedge Shortfall Amount for such Distribution Date,
(IV) the amount of any related Hedge Shortfall Carry-Forward
Amount for such Distribution Date and (V) for any Distribution
Date after the Certificate Principal Balance of the Class A-III
Certificates has been reduced to zero, the Group III
Overcollateralization Amount, (B) from prepayment charges on
deposit in the Certificate Account, any prepayment charges
received on the Group III Loans during the related Prepayment
Period and (C) from the related Hedge Payment, if any, the amount
of such Hedge Payment remaining after the foregoing
distributions; and
(xviii) to the Class R-V Certificateholders, the balance, if any, of the
Group III Excess Cash Flow.
(f) The Group I Principal Distribution Amount payable to the Class
A-I Certificateholders and Class M-I Certificateholders shall be
distributed as follows:
(i) first, the Class A-I Principal Distribution Amount shall be
distributed as follows:
(A) first, to the to the Class A-I-6 Certificates, an amount equal to
the Class A-I-6 Lockout Distribution Amount for that Distribution
Date, until the Certificate Principal Balance of the Class A-I-6
Certificates has been reduced to zero; and
(B) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class
A-I-4, Class A-I-5 and Class A-I-6 Certificates, in that order,
in each case until the Certificate Principal Balance thereof has
been reduced to zero.
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(ii) second, the Class M-I-1 Principal Distribution Amount shall be
distributed to the Class M-I-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) third, the Class M-I-2 Principal Distribution Amount shall be
distributed to the Class M-I-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) fourth, the Class M-I-3 Principal Distribution Amount shall be
distributed to the Class M-I-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(g) The Group II Principal Distribution Amount payable to the Class
A-II Certificateholders shall be distributed as follows:
(i) first, concurrently, the Class A-II-A Principal Distribution
Amount will be distributed to the Class A-II-A Certificates,
until the Certificate Principal Balance of the Class A-II-A
Certificates has been reduced to zero, and the Class A-II-B
Principal Distribution Amount will be distributed to the Class
A-II-B Certificates, until the Certificate Principal Balance of
the Class A-II-B Certificates has been reduced to zero; and
(ii) second, any remaining Class A-II Principal Distribution Amount
will be distributed to the remaining class of Class A-II
Certificates, until the Certificate Principal Balance of that
class of Class A-II Certificates has been reduced to zero.
(h) Notwithstanding the foregoing clauses (c), (d), (e), (f) and (g),
upon the reduction of the Certificate Principal Balance of a
Class of Class A Certificates or Class M-I Certificates to zero,
such Class of Certificates will not be entitled to further
distributions pursuant to Section 4.02, including, without
limitation, the payment of current and unreimbursed Prepayment
Interest Shortfalls, Group I Net WAC Cap Shortfalls, Class A-II-A
Basis Risk Shortfalls, Class A-II-B Basis Risk Shortfalls or
Class A-III Basis Risk Shortfalls.
(i) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash
Liquidation or an REO Disposition that resulted in a Realized
Loss, in the event that within two years of the date on which
such Realized Loss was determined to have occurred the Master
Servicer receives amounts which the Master Servicer reasonably
believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus
amounts previously reserved to cover estimated expenses
specifically related to such Mortgage Loan (including, but not
limited to, recoveries (net of any 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 include such amounts as additional
Liquidation Proceeds and distribute such amounts accordingly.
(j) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository
shall be responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution
to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect
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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 Certificate Insurer, the Depositor or the Master
Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(k) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to
any Class of Certificates will be made on the next Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date
but only upon presentation and surrender of such Certificates at
the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after
the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates
pursuant to Section 9.01(c) do not surrender their Certificates
for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn
from the Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail or
otherwise make available electronically on its website (which may be
obtained by any Certificateholder by telephoning the Trustee at (877)
722-1095) to each Holder, the Certificate Insurer and the Depositor a
statement setting forth the following information as to each Class of
Certificates, in each case to the extent applicable:
(i) (A) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and
(B) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer with respect to the
Group I Loans, Group II Loans or Group III Loans pursuant to Section
4.04;
(v) the number of Group I Loans, Group II Loans, Group III Loans and the
Mortgage Loans in the aggregate and the Pool Stated Principal Balance
after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance or Notional Amount, as
applicable, of each Class of the Certificates, after giving effect to
the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
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(vii)on the basis of the most recent reports furnished to it by Subservicers,
(A) the number and aggregate principal balances of Group I Loans, Group II
Loans and Group III Loans that are Delinquent (1) 30-59 days, (2) 60-89
days and (3) 90 or more days and the number and aggregate principal balance
of Group I Loans, Group II Loans and Group III Loans that are in
foreclosure, (B) the number and aggregate principal balances of the Group I
Loans, Group II Loans, Group III Loans and the Mortgage Loans in the
aggregate that are Reportable Modified Mortgage Loans that are in
foreclosure and are REO Property, indicating in each case capitalized
Mortgage Loans, other Servicing Modifications and totals, and (C) for all
Reportable Modified Mortgage Loans, the number and aggregate principal
balances of the Group I Loans, Group II Loans, Group III Loans and the
Mortgage Loans in the aggregate that have been liquidated, the subject of
pay-offs and that have been repurchased by the Master Servicer or Seller;
(viii) the number, aggregate principal balance and book value of any REO
Properties with respect to the Group I Loans, Group II Loans or Group
III Loans;
(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 with respect to the Group I
Loans, Group II Loans and Group III Loans for such Distribution Date and
the aggregate amount of Realized Losses with respect to the Group I
Loans, Group II Loans and Group III Loans incurred since the Cut-off
Date;
(xi) with respect to the related Due Period, (A) the number of Mortgage Loans
for which a payment was made by the MI Policy Provider under the MI
Policy since the Closing Date and the aggregate amount of any such
payments, (B) the number of Mortgage Loans for which a claim has been
presented to the MI Policy Provider under the MI Policy since the
Closing Date and the aggregate amount of any such outstanding claims,
and (C) the number of Mortgage Loans for which a claim was presented to
the MI Policy Provider under the MI Policy since the Closing Date which
claim was denied by the MI Policy Provider and the aggregate amount of
any such denied claims;
(xii) the aggregate amount of any Insured Amount paid on such Distribution
Date and the portion paid to each Class A-II Certificate and Class A-III
Certificate, the amount of any reimbursement payment made to the
Certificate Insurer on such Distribution Date pursuant to Section
4.02(d)(vi) and (xvi) and (e)(v) and (xi) from each Loan Group and the
amount of Group II Cumulative Insurance Payments and Group III
Cumulative Insurance Payments after giving effect to any such Insured
Amount or any such reimbursement payment to the Certificate Insurer;
(xiii) the Pass-Through Rate on each Class of Certificates, the Group I Net WAC
Cap Rate, the Group II-A Net WAC Cap Rate, the Group II-B Net WAC Cap
Rate, the Group III Net WAC Cap Rate, the Group II-A Weighted Average
Maximum Net Mortgage Rate, the Group II-B Weighted Average Maximum Net
Mortgage Rate and the Group III Weighted Average Maximum Net Mortgage
Rate;
(xiv) the Group I Net WAC Cap Shortfalls, Class A-II-A Basis Risk Shortfalls,
Class A-II-B Basis Risk Shortfalls, Class A-III Basis Risk Shortfalls,
Group I Prepayment Interest Shortfalls, Group II Prepayment Interest
Shortfalls and Group III Prepayment Interest Shortfalls;
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(xv) the Group I Overcollateralization Amount, the Group II
Overcollateralization Amount, the Group III Overcollateralization
Amount, the Group I Required Overcollateralization Amount, the Group II
Required Overcollateralization Amount and the Group III Required
Overcollateralization Amount following such Distribution Date;
(xvi) the number and aggregate principal balance of the Group I Loans, Group
II Loans or Group III Loans repurchased under Section 4.07 or 4.08;
(xvii) the aggregate amount of any recoveries with respect to the Group I
Loans, Group II Loans and Group III Loans on previously foreclosed loans
from Residential Funding due to a breach of representation or warranty;
(xviii) the weighted average remaining term to maturity of the Group I Loans,
Group II Loans or Group III Loans after giving effect to the amounts
distributed on such Distribution Date;
(xix) the weighted average Mortgage Rates of the Group I Loans, Group II Loans
or Group III Loans after giving effect to the amounts distributed on
such Distribution Date;
(xx) the amount, if any, required to be paid under the Hedge Agreements for
such Distribution Date and any shortfall in amounts previously required
to be paid under the Hedge Agreements for prior Distribution Dates;
(xxi) the occurrence of the Group I Stepdown Date; and
(xxii) the amount, if any, required to be paid under any Derivative Contract
entered into pursuant to Section 4.11 hereof.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit U to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, upon the Trustee's receipt thereof, 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) 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 Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
and forwarded by the Trustee pursuant to any requirements of the Code.
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(d) As soon as reasonably practicable, upon the written request of any Class SB
or Class R 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.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the
Trust Fund, sign and cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. In connection with the preparation and
filing of such periodic reports, the Trustee shall timely provide to the Master
Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal
process and any other documents relating to any claims, charges or complaints
involving the Trustee, as trustee hereunder, or the Trust Fund that are received
by the Trustee, (III) notice of all matters that, to the actual knowledge of a
Responsible Officer of the Trustee, have been submitted to a vote of the
Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Master
Servicer, and (IV) notice of any failure of the Trustee to make any distribution
to the Certificateholders as required pursuant to this Agreement. Neither the
Master Servicer nor the Trustee shall have any liability with respect to the
Master Servicer's failure to properly prepare or file such periodic reports
resulting from or relating to the Master Servicer's inability or failure to
obtain any information not resulting from the Master Servicer's own negligence
or willful misconduct. Any Form 10-K filed with the Commission in connection
with this clause (e) shall include a certification, signed by the senior officer
in charge of the servicing functions of the Master Servicer, in the form
attached as Exhibit T-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. This Section 4.03(e) may be amended in accordance with this
Agreement without the consent of the Certificateholders. In connection with the
Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit T-2.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement (which
may be in a mutually agreeable electronic format) to the Trustee, the
Certificate Insurer, any Paying Agent and the Depositor (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) (provided that the Master Servicer will use its best efforts to deliver
such written statement not later than 12:00 p.m. New York time on the second
Business Day prior to the Distribution Date) setting forth (i) the Group I
Available Distribution Amount, Group II Available Distribution Amount and Group
III Available Distribution Amount, (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 Mortgage Insurance Premium for such Distribution
Date, (iv) the amounts required to be withdrawn from the Mortgage Insurance
Premium Taxes Reserve Fund pursuant to Section 4.09, (v) the amount of
Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls, Class A-II-A
Basis Risk Shortfalls, Class A-II-B Basis Risk Shortfalls, Class A-III Basis
Risk Shortfalls (vi) the Hedge Payments, if any, for such Distribution Date,
(vii) the Certificate Insurer Premium and, if the Master Servicer determines
119
that an Insured Amount exists for such Distribution Date, the amount necessary
to complete the notice in the form of Exhibit A to the Certificate Guaranty
Insurance Policy (the "Notice"), and (viii) the amount, if any, payable to the
Trustee by a Derivative Counterparty. 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 plus the applicable
Mortgage Insurance Premium Rate, plus with respect to the Group II Loans and
Group III Loans, the Certificate Insurer Premium Modified Rate), less the amount
of any related Servicing Modifications, Debt Service Reductions or Relief Act
Shortfalls, 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, the Certificate Insurer 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 and the Certificate Insurer of its inability to advance (such notice
may be given by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on the Certificate Account
Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day
the Trustee shall have been notified in writing (by telecopy) that the Master
Servicer shall have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master Servicer shall
have given notice pursuant to the preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date. The Trustee shall deposit all funds it
receives pursuant to this Section 4.04 into the Certificate Account.
Section 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.
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(1) All Realized Losses on the Group I Loans shall be allocated as follows:
first, to Excess Cash Flow in the amounts and priority as
provided in Section 4.02;
second, in reduction of the Group I Overcollateralization Amount,
until such amount has been reduced to zero;
third, on any Distribution Date on which, and to the extent that,
the aggregate Certificate Principal Balance of the Class A
Certificates and Class M-I Certificates exceeds the aggregate
Stated Principal Balance of the Mortgage Loans after application
of all payments to be made on such Distribution Date pursuant to
Section 4.02, to the Class M-I Certificates and Class A-I
Certificates in the following order:
first, to the Class M-I-3 Certificates, until the
aggregate Certificate Principal Balance thereof has
been reduced to zero;
second, to the Class M-I-2 Certificates, until the
aggregate Certificate Principal Balance thereof has
been reduced to zero;
third, to the Class M-I-1 Certificates, until the
aggregate Certificate Principal Balance thereof has
been reduced to zero; and
fourth, to the Class A-I Certificates on a pro rata
basis, based on their then outstanding Certificate
Principal Balances prior to giving effect to
distributions to be made on such Distribution Date,
until the aggregate Certificate Principal Balance
of each such Class has been reduced to zero.
(2) (A) All Realized Losses on the Group II Loans (other than Excess Realized
Losses) shall be allocated as follows:
first, to Excess Cash Flow in the amounts and priority as
provided in Section 4.02;
second, in reduction of the Group II Overcollateralization
Amount, until such amount has been reduced to zero;
third, on any Distribution Date on which, and to the extent
that, the aggregate Certificate Principal Balance of the
Class A Certificates and Class M-I Certificates exceeds the
aggregate Stated Principal Balance of the Mortgage Loans
after application of all payments to be made on such
Distribution Date pursuant to Section 4.02, to the Class
A-II-A Certificates, Realized Losses on the Group II-A Loans
(other than Excess Realized Losses) and to the Class A-II-B
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Certificates, Realized Losses on the Group II-B Loans (other
than Excess Realized Losses), in each case until the
aggregate Certificate Principal Balance of each such Class
has been reduced to zero; provided, that any allocation of a
Realized Loss to a Class A-II Certificate will be covered by
the Certificate Guaranty Insurance Policy, in accordance
with its terms.
(B) Any Excess Realized Losses on the Group II Loans will be covered by the
Certificate Guaranty Insurance Policy; provided, that if a Certificate
Insurer Default exists, Excess Realized Losses on the Group II-A Loans will
be allocated to the Class A-II-A Certificates, in an amount equal to the
product of (a) the Excess Realized Losses on the Group II-A Loans and (b)
the fraction, expressed as a percentage, the numerator of which is (x) the
Certificate Principal Balance of such Class, and the denominator of which
is (y) the aggregate Stated Principal Balance of the Group II-A Loans, and
the remainder of such losses shall be allocated to the Group II
Overcollateralization Amount in reduction of the amount thereof and Excess
Realized Losses on the Group II-B Loans will be allocated to the Class
A-II-B Certificates, in an amount equal to the product of (a) the Excess
Realized Losses on the Group II-B Loans and (b) the fraction, expressed as
a percentage, the numerator of which is (x) the Certificate Principal
Balance of such Class, and the denominator of which is (y) the aggregate
Stated Principal Balance of the Group II-B Loans, and the remainder of such
losses shall be allocated to the Group II Overcollateralization Amount in
reduction of the amount thereof.
(3) (A) All Realized Losses on the Group III Loans (other than Excess Realized
Losses) shall be allocated as follows:
first, to Excess Cash Flow in the amounts and priority as
provided in Section 4.02;
second, in reduction of the Group III Overcollateralization
Amount, until such amount has been reduced to zero;
third, on any Distribution Date on which, and to the extent
that, the aggregate Certificate Principal Balance of the
Class A Certificates and Class M-I Certificates exceeds the
aggregate Stated Principal Balance of the Mortgage Loans
after application of all payments to be made on such
Distribution Date pursuant to Section 4.02, to the Class
A-III Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero;
provided, that any allocation of a Realized Loss to a Class
A-III Certificate will be covered by the Certificate
Guaranty Insurance Policy, in accordance with its terms.
(B) Any Excess Realized Losses on the Group III Loans will be covered by the
Certificate Guaranty Insurance Policy; provided, that if a Certificate
Insurer Default exists, Excess Realized Losses on the Group III Loans will
be allocated to the Class A-III Certificates in an amount equal to the
product of (a) the Excess Realized Losses on the Group III Loans and (b)
the fraction, expressed as a percentage, the numerator of which is (x) the
Certificate Principal Balance of such Class, and the denominator of which
is (y) the aggregate Stated Principal Balance of the Group III Loans, and
the remainder of such losses shall be allocated to the Group III
Overcollateralization Amount in reduction of the amount thereof.
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(b) Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class A
Certificates (other than the Class A-I-IO Certificates) or
Class M-I 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; provided, that no such reduction
shall reduce the aggregate Certificate Principal Balance of
the Certificates below the aggregate Stated Principal Balance
of the Mortgage Loans. Allocations of the interest portions of
Realized Losses (other than any interest rate reduction
resulting from a Servicing Modification) shall be made by
operation of the definition of "Accrued Certificate Interest"
for each Class for such Distribution Date. Allocations of the
interest portion of a Realized Loss resulting from an interest
rate reduction in connection with a Servicing Modification
shall be made by operation of the priority of payment
provisions of Section 4.02(c), (d) and (e). Allocations of the
principal portion of Debt Service Reductions shall be made by
operation of the priority of payment provisions of Section
4.02(c), (d) and (e). 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.
(c) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date to the REMIC I Regular Interests, REMIC
III Regular Interests and REMIC IV Regular Interests as
provided in the definitions of REMIC I Realized Losses, REMIC
III Realized Losses and REMIC IV Realized Losses.
(d) All Realized Losses on the Group II Loans shall be allocated
on each Distribution Date to the REMIC II Regular Interests
and REMIC IV Regular Interests as provided in the definitions
of REMIC II Realized Losses and REMIC IV Realized Losses.
(e) Realized Losses allocated to the Group I Excess Cash Flow or
Group I Overcollateralization Amount pursuant to paragraphs
(a) or (b) of this section, the definition of Accrued
Certificate Interest and the operation of Section 4.02(c)
shall be deemed allocated to the Class SB-I Certificates.
Realized Losses allocated to the Class SB-I Certificates
shall, to the extent such Realized Losses represent Realized
Losses on an interest portion, be allocated to the REMIC V
Regular Interest SB-I-IO. Realized Losses allocated to the
Group I Excess Cash Flow pursuant to paragraph (a) shall be
deemed to reduce Accrued Certificate Interest on the REMIC V
Regular Interest SB-I-IO. Realized Losses allocated to the
Group I Overcollateralization Amount pursuant to paragraph (a)
shall be deemed first to reduce the principal balance of the
REMIC V Regular Interest SB-I-PO until such principal balance
shall have been reduced to zero and thereafter to reduce
accrued and unpaid interest on the REMIC V Regular Interest
SB-I-IO. Realized Losses allocated to the Group II Excess Cash
Flow or Group II Overcollateralization Amount pursuant to
paragraphs (a) or (b) of this section, the definition of
Accrued Certificate Interest and the operation of Section
4.02(d) shall be deemed allocated to the Class SB-II
Certificates. Realized Losses allocated to the Class SB-II
Certificates shall, to the extent such Realized Losses
represent Realized Losses on an interest portion, be allocated
to the REMIC V Regular Interest SB-II-IO. Realized Losses
allocated to the Group II Excess Cash Flow pursuant to
paragraph (a) shall be deemed to reduce Accrued Certificate
Interest on the REMIC V Regular Interest SB-II-IO. Realized
Losses allocated to the Group II Overcollateralization Amount
pursuant to paragraph (a) shall be deemed first to reduce the
principal balance of the REMIC V Regular Interest SB-II-PO
until such principal balance shall have been reduced to zero
and thereafter to reduce accrued and unpaid interest on the
REMIC V Regular Interest SB-II-IO. Realized Losses allocated
to the Group III Excess Cash Flow or Group III
Overcollateralization Amount pursuant to paragraphs (a) or (b)
of this section, the definition of Accrued Certificate
Interest and the operation of Section 4.02(e) shall be deemed
allocated to the Class SB-III Certificates. Realized Losses
allocated to the Class SB-III Certificates shall, to the
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extent such Realized Losses represent Realized Losses on an
interest portion, be allocated to the REMIC V Regular Interest
SB-III-IO. Realized Losses allocated to the Group III Excess
Cash Flow pursuant to paragraph (a) shall be deemed to reduce
Accrued Certificate Interest on the REMIC V Regular Interest
SB-III-IO. Realized Losses allocated to the Group III
Overcollateralization Amount pursuant to paragraph (a) shall
be deemed first to reduce the principal balance of the REMIC V
Regular Interest SB-III-PO until such principal balance shall
have been reduced to zero and thereafter to reduce accrued and
unpaid interest on the REMIC V Regular Interest SB-III-IO.
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.
---------------------------------------------
(a) With respect to any Group I Loan which is delinquent in payment by 90 days
or more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trustee at the Purchase Price therefor; provided, that any such
Mortgage Loan that becomes 90 days or more delinquent during any given Calendar
Quarter shall only be eligible for purchase pursuant to this Section during the
period beginning on the first Business Day of the following Calendar Quarter,
and ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter; and provided further, that such Mortgage Loan is 90
days or more delinquent at the time of repurchase. Such option if not exercised
shall not thereafter be reinstated as to any Mortgage Loan, unless the
delinquency is cured and the Mortgage Loan thereafter again becomes delinquent
in payment by 90 days or more in a subsequent Calendar Quarter. With respect to
any Group II Loan or Group III 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 such Mortgage Loan is
90 days or more delinquent at the time of repurchase.
(b) 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 as
provided in clause (a) above, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
--------------------------------------
The Limited Repurchase Right Holder will have the option at any time to
purchase any of the Group II Loans or Group III Loans from the Trustee at the
Purchase Price, up to a maximum of five Mortgage Loans. In the event that this
option is exercised as to any five Mortgage Loans in the aggregate, this option
will thereupon terminate. If at any time the Limited Repurchase Right Holder
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Limited Repurchase Right Holder provides
to the Trustee a certification signed by a Servicing Officer stating that the
amount of such payment has been deposited in the Certificate Account, then the
Trustee shall execute the assignment of such Mortgage Loan at the request of the
Limited Repurchase Right Holder without recourse to the Limited Repurchase Right
Holder which shall succeed to all the Trustee's right, title and interest in and
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to such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Limited
Repurchase Right Holder will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Any tax on "prohibited transactions"
(as defined in Section 860F(a)(2) of the Code) imposed on any REMIC resulting
from the exercise of the optional repurchase in this Section 4.08 shall in no
event be payable by the Trustee.
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund.
----------------------------------------------
(a) On the Closing Date, the Trustee shall establish and maintain in its name,
in trust for the benefit of Residential Funding, the Mortgage Insurance Premium
Taxes Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit
into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage Insurance
Premium Taxes Reserve Fund Deposit to the extent received by the Trustee from
the Depositor. No later than two business days prior to each Distribution Date,
the Master Servicer shall notify the Trustee and, consistent with directions the
Master Servicer provides the Trustee for the Distribution Date, to the extent
required, the Trustee shall make withdrawals from the Mortgage Insurance Premium
Taxes Reserve Fund and use the amounts in the Mortgage Insurance Premium Taxes
Reserve Fund solely to pay to the MI Policy Provider any taxes then due and
owing on such Distribution Date in connection with any Premium paid under the MI
Policy related to Mortgage Loans in the States of Kentucky or West Virginia.
Upon receipt of notice by the Trustee from the Master Servicer of a notification
that the MI Policy no longer covers any Mortgage Loans in the State of Kentucky
or West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium
Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them
to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right.
(b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an Eligible
Account. Amounts held in the Mortgage Insurance Premium Taxes Reserve Fund from
time to time shall continue to constitute assets of the Trust Fund, but not of
the REMICs, until released from the Mortgage Insurance Premium Taxes Reserve
Fund pursuant to this Section 4.09. The Mortgage Insurance Premium Taxes Reserve
Fund constitutes an "outside reserve fund" within the meaning of Treasury
Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Residential Funding
shall be the owner of the Mortgage Insurance Premium Taxes Reserve Fund,
including the income from investment thereof. The Trustee shall keep records
that accurately reflect the amounts on deposit in the Mortgage Insurance Premium
Taxes Reserve Fund. The Trustee shall, at the direction of the Master Servicer,
invest amounts on deposit in the Mortgage Insurance Premium Taxes Reserve Fund
in Permitted Investments. In the absence of written direction to the Trustee
from the Master Servicer, all funds in the Mortgage Insurance Premium Taxes
Reserve Fund shall remain uninvested.
(c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall be
Residential Funding. Residential Funding, as the owner of the Mortgage Insurance
Premium Taxes Reserve Fund, also shall own the Mortgage Insurance Premium Taxes
Reserve Fund Residual Right.
Section 4.10. Hedge Agreements.
(a) In the event that the Trustee does not receive by the Business Day preceding
a Distribution Date the amount as specified by the Master Servicer pursuant to
Section 4.04(a)(vi) hereof as the amount to be paid with respect to such
Distribution Date by the Hedge Agreement Provider under the Hedge Agreements,
the Trustee shall enforce the obligation of the Hedge Agreement Provider
thereunder. The parties hereto acknowledge that the Hedge Agreement Provider
shall be making all calculations, and determine the amounts to be paid, under
the Hedge Agreements. Absent manifest error, the Trustee may conclusively rely
on such calculations and determination and any notice received by it from the
Master Servicer pursuant to Section 4.04(a)(vi) hereof.
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(b) The Trustee shall deposit or cause to be deposited any amount received under
the Hedge Agreements into the Certificate Account on the date such amount is
received from the Hedge Agreement Provider under the Hedge Agreements (including
termination payments, if any). All payments received under the Hedge Agreements
shall be distributed in accordance with the priorities set forth in Section
4.02(d) or (e) hereof, as applicable.
(c) In the event that a Hedge Agreement, or any replacement thereof, terminates
prior to the Payment Date in May 2005, the Master Servicer, but at no expense to
the Master Servicer, on behalf of the Trustee, to the extent that the
termination value under such Hedge Agreement is sufficient therefor and only to
the extent of the termination payment received from the related Hedge Agreement
Provider, shall (i) cause a new hedge counterparty to assume the obligations of
such terminated hedge counterparty or (ii) cause a new hedge counterparty to
enter into a new interest rate hedge agreement with the Trust having
substantially similar terms as those set forth in such terminated hedge
agreement.
Section 4.11. Derivative Contracts.
--------------------
(a) The Trustee shall, at the direction of the Master Servicer, on behalf of
Trust Fund II, enter into Derivative Contracts, solely for the benefit of the
Class SB-II Certificates and Class SB-III Certificates. Any such Derivative
Contract shall constitute a fully prepaid agreement. The Master Servicer shall
determine, in its sole discretion, whether any Derivative Contract conforms to
the requirements of Section 4.11(b) and (c). Any acquisition of a Derivative
Contract shall be accompanied by an appropriate amendment to this Agreement,
including an Opinion of Counsel, as provided in Section 11.01, and either (i) an
Opinion of Counsel to the effect that the existence of the Derivative Contract
will not adversely affect the availability of the exemptive relief afforded
under ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE")
94-29, as amended, 67 Fed. Reg. 54487 (Aug. 22, 2002), to the Holders of the
Class A Certificates or Class M-I Certificates as of the date the Derivative
Contract is acquired by the Trustee; or (ii) the consent of each holder of a
Class A Certificate and Class M-I Certificate to the acquisition of such
Derivative Contract. All collections, proceeds and other amounts in respect of
the Derivative Contracts payable by the Derivative Counterparty shall be
distributed to the Class SB-II Certificates and Class SB-III Certificates on the
Distribution Date following receipt thereof by the Trustee. In no event shall
such an instrument constitute a part of any REMIC created hereunder. In
addition, in the event any such instrument is deposited, Trust Fund II shall be
deemed to be divided into two separate and discrete sub-Trusts. The assets of
one such sub-Trust shall consist of all the assets of Trust Fund II other than
such instrument and the assets of the other sub-Trust shall consist solely of
such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part
of Trust Fund II must (i) be without recourse to the assets of Trust Fund II,
(ii) contain a non-petition covenant provision from the Derivative Counterparty,
(iii) limit payment dates thereunder to Distribution Dates and (iv) contain a
provision limiting any cash payments due to the Derivative Counterparty on any
day under such Derivative Contract solely to funds available therefor in the
Certificate Account to make payments to the Holders of the Class SB-II
Certificates and Class SB-III Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of any
amounts by the Derivative Counterparty thereunder to the Certificate Account at
least one Business Day prior to the related Distribution Date, (ii) contain an
assignment of all of Trust Fund II's rights (but none of its obligations) under
such Derivative Contract to the Trustee on behalf the Class SB-II Certificates
and Class SB-III Certificates and shall include an express consent to the
Derivative Counterparty to such assignment, (iii) provide that in the event of
the occurrence of an Event of Default, such Derivative Contract shall terminate
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upon the direction of a majority Percentage Interest of the Class SB-II
Certificates and Class SB-III Certificates, and (iv) prohibit the Derivative
Counterparty from "setting-off or "netting" other obligations of the Trust Fund
and its Affiliates against such Derivative Counterparty's payment obligations
thereunder.
Section 4.12. The Certificate Guaranty Insurance Policy.
-----------------------------------------
(a) If pursuant to Section 4.04(a)(vii), the Master Servicer determines and
notifies a Responsible Officer the Trustee in writing that an Insured Amount
exists and the amount of such Insured Amount for any Distribution Date, the
Trustee shall complete the Notice and submit such Notice in accordance with the
Certificate Guaranty Insurance Policy to the Certificate Insurer no later than
12:00 P.M., New York City time, on the Business Day immediately preceding each
Distribution Date, as a claim for an Insured Amount (provided that the Trustee
shall submit such notice on the second Business Day immediately preceding such
Distribution Date if it is able to do so) in an amount equal to such Insured
Amount.
(b) The Trustee shall establish and maintain the Insurance Account on behalf of
the Holders of the Class A-II Certificates and Class A-III Certificates. Upon
receipt of an Insured Amount from the Certificate Insurer on behalf of the Class
A-II Certificates or Class A-III Certificates, the Trustee shall deposit such
Insured Amount in the Insurance Account. All amounts on deposit in the Insurance
Account shall remain uninvested with no liability for interest or other
compensation thereon. On each Distribution Date, the Trustee shall transfer any
Insured Amount then on deposit in the Insurance Account to the Certificate
Account and distribute such Insured Amount pursuant to Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A-II
Certificateholder and Class A-III Certificateholder any Insured Amount from the
Certificate Insurer and (ii) distribute such Insured Amount to the Class A-II
Certificates and Class A-III Certificates as set forth in subsection (b) above.
Insured Amounts disbursed by the Trustee from proceeds of the Certificate
Guaranty Insurance Policy shall not be considered payment by the Trust Fund with
respect to the Class A-II Certificates and Class A-III Certificates, nor shall
such disbursement of such Insured Amounts discharge the obligations of the Trust
Fund with respect to the amounts thereof, and the Certificate Insurer shall
become owner of such amounts to the extent covered by such Insured Amounts as
the deemed assignee of such Class A-II Certificateholders and Class A-III
Certificateholders. The Trustee hereby agrees on behalf of each Class A-II
Certificateholder and Class A-III Certificateholder (and each Class A-II
Certificateholder and Class A-III Certificateholder, by its acceptance of its
Class A-II Certificates or Class A-III Certificates, as applicable, hereby
agrees) for the benefit of the Certificate Insurer that the Trustee shall
recognize that to the extent the Certificate Insurer pays Insured Amounts,
either directly or indirectly (as by paying through the Trustee), to the Class
A-II Certificates and Class A-III Certificates, the Certificate Insurer will be
entitled to be subrogated to the rights of the Class A-II Certificateholders and
Class A-III Certificateholders to the extent of such payments.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
----------------
(a) The Class A Certificates, Class M-I Certificates, Class SB Certificates and
Class R Certificates shall be substantially in the forms set forth in Exhibits
A, B, C and D, respectively, and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the Depositor upon receipt by the Trustee or
one or more Custodians of the documents specified in Section 2.01. The Class A
Certificates and Class M-I-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 and Class M-I-3 Certificates shall be issuable in minimum dollar
denominations of $250,000 and integral multiples of $1 in excess thereof. The
Class SB Certificates shall be issuable in registered, certificated form in
minimum percentage interests of 5.00% and integral multiples of 0.01% in excess
thereof. Each Class of Class R Certificates shall be issued in registered,
certificated form in minimum percentage interests of 20.00% and integral
multiples of 0.01% in excess thereof; provided, however, that one Class R
Certificate of each Class will be issuable to the REMIC Administrator as "tax
matters person" pursuant to Section 10.01(c) in a minimum denomination
representing a Percentage Interest of not less than 0.01%. The Certificates
shall be executed by manual or facsimile signature on behalf of an authorized
officer of the Trustee. Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Trustee shall
bind the Trustee, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificate or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and Class M-I Certificates shall initially be
issued as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided below, registration of such Certificates may
not be transferred by the Trustee except to another Depository that agrees to
hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their respective Ownership
Interests in and to each Class A Certificate and Class M-I 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
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unable to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article
8 of the Uniform Commercial Code as in effect in the State of New York and any
other applicable jurisdiction, to the extent that any of such laws may be
applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(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 SB Certificate or Class R
Certificate, upon satisfaction of the conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one
or more new Certificates of a like Class and aggregate Percentage
Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such Class
which the Certificateholder making the exchange is entitled to receive.
Every Certificate presented or surrendered for transfer or exchange shall
(if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in
writing.
(d) No transfer, sale, pledge or other disposition of a Class SB Certificate
or Class R Certificate shall be made unless such transfer, sale, pledge
or other disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable
state securities laws or is made in accordance with said Act and laws.
Except as otherwise provided in this Section 5.02(d), in the event that a
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transfer of a Class SB Certificate or Class R Certificate is to be made,
(i) unless the Depositor directs the Trustee otherwise, the Trustee shall
require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master
Servicer, and (ii) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit I hereto, and
the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit J hereto, each acceptable to
and in form and substance satisfactory to the Depositor and the Trustee
certifying to the Depositor and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the
Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of
the requirements set forth in the preceding sentence, transfers of Class
SB Certificates or Class R Certificates may be made in accordance with
this Section 5.02(d) if the prospective transferee of such a Certificate
provides the Trustee and the Master Servicer with an investment letter
substantially in the form of Exhibit N attached hereto, which investment
letter shall not be an expense of the Trustee, the Depositor, or the
Master Servicer, and which investment letter states that, among other
things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of
other "qualified institutional buyers" as defined under Rule 144A, and
(ii) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class SB Certificate or Class R Certificate
desiring to effect any transfer, sale, pledge or other disposition shall,
and does hereby agree to, indemnify the Trustee, the Depositor, the
Master Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale, pledge or other disposition is not so
exempt or is not made in accordance with such federal and state laws and
this Agreement.
(e) (i) In the case of any Class SB Certificate or Class R Certificate
presented for registration in the name of any Person, either (A) 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 SB
Certificate 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 , the Master Servicer 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 this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Depositor,
the Master Servicer or the Trust Fund or (B) the prospective transferee
shall be required to provide the Trustee, the Depositor and the Master
Servicer with a certification to the effect set forth in Exhibit P (with
respect to a Class SB Certificate) or in paragraph fourteen of Exhibit H-1
(with respect to a Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested 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.
(ii) Any Transferee of a Class M-I Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate
(or interest therein) that either (A) such Transferee is not a Plan
Investor, (B) it has acquired and is holding such Certificate in reliance
on Prohibited Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674
(March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21,
1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE
2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the "RFC Exemption"), and
that it understands that there are certain conditions to the availability
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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) (x) such Transferee is an
insurance company, (y) 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 (z) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (C), a Complying Insurance Company").
(iii) If any Class M-I 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 (x) is not a Plan Investor, (y) acquired such Certificate in
compliance with the RFC Exemption or (z) 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-I Certificate. The Trustee shall be under no
liability to any Person for making any payments due on such Certificate
to such preceding Transferee.
(iii) Any purported Certificate Owner whose acquisition or
holding of any Class M-I 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 Service, any
Subservicer, each Underwriter and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a
result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class
R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trustee or its designee under
clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change
in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any
Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in
the form attached hereto as Exhibit H-1) from the proposed Transferee,
in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership Interest
in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and
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(II) a certificate, in the form attached hereto as Exhibit H-2, from the
Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a Class
R Certificate and (y) not to transfer its Ownership Interest
unless it provides a certificate to the Trustee in the form
attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in
such Certificate, agrees to give the Trustee written notice
that it is a "pass-through interest holder" within the meaning
of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in
a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as
Exhibit H-2 and all of such other documents as shall have been
reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to
Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a Non-United States
Person shall become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class
R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. The Trustee shall be
under no liability to any Person for any registration of Transfer of a
Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the
holder thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
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(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of
the Holder of such Class R Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the Master
Servicer shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of the
Master Servicer. The proceeds of such sale, net of the commissions
(which may include commissions payable to the Master Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions
of any sale under this clause (iii)(B) shall be determined in the sole
discretion of the Master Servicer, and the Master Servicer shall not
be liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such discretion.
(iii) 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.
(iv) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the
following:
(A) Written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not
cause such Rating Agency to downgrade its then-current ratings, if
any, of the Class A Certificates or Class M-I 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 REMIC created
hereunder to cease to qualify as a REMIC and will not cause (x) any
REMIC created hereunder 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.
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(g) No service charge shall be made for any transfer or exchange
of Certificates of any Class, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or
exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall
be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Certificate Insurer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder" and in Section 4.09, and neither the
Depositor, the Master Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may, with the consent of the Certificate Insurer (so long as
no Certificate Insurer Default exists), which consent shall not be unreasonably
withheld, 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, 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
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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.
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 Section 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 Certificates and Class M-I Certificates in
effect immediately prior to such merger or consolidation (without taking into
account the Certificate Guaranty Insurance Policy) 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, the Certificate Insurer and the Depositor, is
willing to service the Mortgage Loans and executes and delivers to the
Depositor, the Certificate Insurer and the Trustee an agreement, in form and
substance reasonably satisfactory to the Depositor, the Certificate Insurer and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided, further, that
each Rating Agency's rating of the Classes of Certificates that have been rated
in effect immediately prior to such assignment and delegation (without taking
into account the Certificate Guaranty Insurance Policy) will not be qualified,
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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
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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 or the Certificate Insurer
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor and the
Master Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 and, on the Distribution Date(s) following such
reimbursement, the aggregate of such expenses and costs shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such expenses and costs constituted a Prepayment Interest
Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
-------------------------------------------
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination 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 and the Certificate Insurer. 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.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed
to Holders of Certificates of any Class any distribution required to be
made under the terms of the Certificates of such Class and this
Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee, the Certificate Insurer or the
Depositor or to the Master Servicer, the Depositor and the Trustee by
the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material
respect any other of the covenants or agreements on the part of the
Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of
30 days (except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Master Servicer by the
Trustee, the Certificate Insurer or the Depositor, or to the Master
Servicer, the Depositor and the Trustee by the Holders of Certificates
of any Class evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b)
that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
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If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of the Certificate Insurer (unless a Certificate Insurer
Default is continuing) or 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 and the Certificate Insurer if given by the
Trustee or to the Trustee and the Certificate Insurer 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, that
a successor to the Master Servicer is appointed pursuant to Section 7.02 and
such successor Master Servicer shall have accepted the duties of Master Servicer
effective upon the resignation of the Master Servicer. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee with the consent of the
Certificate Insurer shall, by notice to the Master Servicer, the Certificate
Insurer and the Depositor, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination. Notwithstanding any termination of the
activities of Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late collection of
a Monthly Payment on a Mortgage Loan which was due prior to the notice
terminating Residential Funding's rights and obligations as Master Servicer
hereunder and received after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and
(vii) as well as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which arose prior to
the termination of its activities hereunder. Upon the termination of Residential
Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee
a copy of the Program Guide and upon the request of the Certificate Insurer, a
copy of the Program Guide to the Certificate Insurer.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
-----------------------------------------------------
(a) On and after the time the Trustee and the Master Servicer receives a notice
of termination from the Certificate Insurer pursuant to Section 7.01 or Section
7.05, upon the consent of the Holders of the Group I Certificates in accordance
with clause (e) below, the Certificate Insurer may appoint a successor Master
Servicer, and if the Certificate Insurer fails to do so within 30 days, the
Trustee or, upon notice to the Certificate Insurer and the Depositor and with
the Depositor's consent and, so long as no Certificate Insurer Default exists,
with the Certificate Insurer's consent (which consent shall not be unreasonably
withheld), a designee (which meets the standards set forth in clause (c) 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.
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(b) On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 from the Trustee or Holders of Certificates entitled to
at least 51% of the Voting Rights or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
and, so long as no Certificate Insurer Default exists, the Certificate Insurer's
consent (which consent shall not be unreasonably withheld) a designee (which
meets the standards set forth in clause (c) 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.
(c) Any successor Master Servicer appointed pursuant to clause (a) or clause (b)
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 Certificate Insurer may appoint a successor Master Servicer and
if the Certificate Insurer fails to do so within 30 days, the Trustee may, if it
shall be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved
mortgage servicing institution, having a net worth of not less than $10,000,000
as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall become successor to the Master Servicer and shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The Depositor, the Trustee, the
Custodian and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The
Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.50% per annum in the event
that the successor Master Servicer is not servicing such Mortgage Loans directly
and it is necessary to raise the related Subservicing Fee to a rate of 0.50% per
annum in order to hire a Subservicer with respect to such Mortgage Loans.
(d) In connection with the termination or resignation of the Master Servicer
hereunder, either (i) the successor Master Servicer, including the Trustee if
the Trustee is 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
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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.
(e) Upon notice from the Certificate Insurer of the identity of its proposed
successor Master Servicer pursuant to clause (a) above, the Trustee shall send
written notice of such proposed successor Master Servicer to the Holders of the
Group I Certificates; provided, that so long as the Group I Certificates are
Book-Entry Certificates, the Trustee shall obtain a list of the beneficial
owners from the Depositary and send such notice directly to such beneficial
owners. The Trustee shall also post such notice on its website related to the
Trust. For purposes of determining the consent of the Group I Certificates
pursuant to this clause (e), 51% of the Group I Certificates shall be deemed to
have consented to a successor Master Servicer unless the Trustee has received
written notice from at least 50% of the Group I Certificates of such
Certificateholders' objection to such successor Master Servicer within 30
calendar days after notice of the proposed successor Master Servicer has been
sent to the Holders of the Group I Certificates by the Trustee, provided,
however, if such proposed Master Servicer is not an approved master servicer by
each Rating Agency and each Rating Agency does not confirm the then-current
rating in writing to the proposed successor Master Servicer selected by the
Certificate Insurer, affirmative consent of 51% of the Group I Certificates
shall be required.
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
Certificate Insurer and 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 and the Certificate
Insurer 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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Section 7.05. Servicing Trigger; Removal of Master Servicer.
---------------------------------------------
(a) Upon determination by the Certificate Insurer that a Servicing
Trigger has occurred, the Certificate Insurer shall give notice of such
Servicing Trigger to the Master Servicer, the Depositor, the Trustee and to each
Rating Agency.
(b) At any time after such determination and while a Servicing Trigger
is continuing, the Certificate Insurer may direct the Trustee to remove the
Master Servicer if the Certificate Insurer makes a determination that the manner
of master servicing was a factor contributing to the size of the delinquencies
or losses incurred in the Trust Fund.
(c) Upon receipt of directions to remove the Master Servicer pursuant to
the preceding clause (b), the Trustee shall notify the Master Servicer that it
has been terminated and the Master Servicer shall be terminated in the same
manner as specified in Sections 7.01 and 7.02.
(d) After notice of occurrence of a Servicing Trigger has been given and
while a Servicing Trigger is continuing, until and unless the Master Servicer
has been removed as provided in clause (b), the Master Servicer covenants and
agrees to act as the Master Servicer for a term from the occurrence of the
Servicing Trigger to the end of the calendar quarter in which such Servicing
Trigger occurs, which term may at the Certificate Insurer's discretion be
extended by notice to the Trustee and the Master Servicer for successive terms
of three (3) calendar months each, until the termination of the Trust Fund. The
Master Servicer will, upon the receipt of each such notice of extension (a
"Master Servicer Extension Notice") become bound for the duration of the term
covered by such Master Servicer Extension Notice to continue as Master Servicer
subject to and in accordance with this Agreement. If, as of the fifteenth (15th)
day prior to the last day of any term as the Master Servicer, the Trustee shall
not have received any Master Servicer Extension Notice from the Certificate
Insurer, the Trustee shall, within five (5) days thereafter, give written notice
of such nonreceipt to the Certificate Insurer and the Master Servicer. If any
such term expires without a Master Servicer Extension Notice then the Trustee
shall act as Master Servicer as provided in Section 7.02.
(e) No provision of this Section 7.05 shall have the effect of limiting
the rights of the Depositor, the Trustee, the Certificateholders or the
Certificate Insurer under Section 7.01.
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 Certificate Insurer and 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
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4.03 7.03, and 10.01. The Trustee shall furnish in a timely fashion to
the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill
its duties as set forth in this Agreement and the Trustee shall furnish
in a timely fashion to the Certificate Insurer such information in its
possession as the Certificate Insurer may reasonably request from time
to time for the Certificate Insurer to protect its interests and to
fulfill its duties under the Certificate Guaranty Insurance Policy. The
Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of each REMIC created
hereunder under the REMIC Provisions and to (subject to Section
10.01(f)) 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 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 Certificate Insurer or 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 Certificate Insurer, 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.
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(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if,
when and as the same shall be due and payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by Section
860G(d) of the Code and (C) any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, but only if such
taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(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 or the Certificate Insurer
pursuant to the provisions of this Agreement, unless such
Certificateholders or the Certificate Insurer, as applicable, 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;
143
(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 2.04), the Trustee shall not accept any contribution of
assets to the Trust Fund unless (subject to Section 10.01(f)) it shall
have obtained or been furnished with an Opinion of Counsel to the effect
that such contribution will not (i) cause any REMIC created hereunder to
fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a)
of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall
be entitled to, reasonable compensation (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the
execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee and
144
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 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 the Certificate Insurer 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 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, the Master Servicer
and the Certificate Insurer. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee acceptable to the
Certificate Insurer by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
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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 Certificate Insurer may appoint a successor trustee and if
the Certificate Insurer fails to do so within 30 days, 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 Certificate Insurer or the Depositor with the consent of the
Certificate Insurer, which such consent shall not be unreasonably withheld, 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 Certificate Insurer or the Depositor with
the consent of the Certificate Insurer, which such consent shall not be
unreasonably withheld, 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 Certificate Insurer or the Depositor determines
that the Trustee has failed (i) to make a required claim under the Certificate
Guaranty Insurance Policy of which it has been notified pursuant to Section
4.12(a) or failed to distribute or cause to be distributed to Certificateholders
any amount required to be distributed hereunder (including any Insured Amount),
if such amount is held by the Trustee or its Paying Agent (other than the Master
Servicer or the Depositor) for distribution or (ii) to otherwise observe or
perform in any material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a period of 5 days (in
respect of clause (i) above) or 30 days (in respect of clause (ii) above) after
the date on which written notice of such failure, requiring that the same be
remedied, shall have been given to the Trustee by the Depositor or the
Certificate Insurer, then the Depositor with the consent of the Certificate
Insurer, which consent shall not be unreasonably withheld, 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 (without taking into account the Certificate Guaranty
Insurance Policy).
(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 the Certificate Insurer 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
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and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Depositor, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
---------------------------------------------
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to 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
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successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer, the
Certificate Insurer 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 Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000 for the purpose of keeping the Certificate Register.
The Trustee will maintain an office at the address stated in Section 11.05(c)
hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities
of the Depositor, the Master Servicer and the Trustee created hereby in
respect of the Certificates (other than the obligation of the Trustee to
make certain payments after the Final Distribution Date to
Certificateholders and the obligation of the Depositor to send certain
notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund
or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and all property
acquired in respect of any Group I Loan remaining in Trust Fund I (other
than Trust Fund I's interest in the MI Policy) and the purchase by the
Master Servicer of all Group II Loans and Group III Loans and all property
acquired in respect of any Group II Loan and Group III Loan remaining in
Trust Fund II (other than Trust Fund II's interest in the Certificate
Guaranty Insurance Policy and the MI Policy), 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), plus the applicable Mortgage Insurance
Premium Rate, if any, plus, with respect to the Group II Loans and the
Group III Loans, the Certificate Insurer Premium Modified Rate, to, but not
including, the first day of the month in which such repurchase price is
distributed, including the payment of any amounts due to the Certificate
Insurer pursuant to the Insurance Agreement; 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; 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 REMIC created
hereunder as a REMIC. The purchase price paid by the Master Servicer with
respect to either of the purchase options shall also include any amounts
owed by Residential Funding pursuant to the last paragraph of Section 4 of
the Assignment Agreement in respect of any liability, penalty or expense
that resulted from a breach of the representation and warranty set forth in
clause (li) of such Section, that remain unpaid on the date of such
purchase.
The right of the Master Servicer to purchase all the assets of Trust
Fund I pursuant to clause (ii) above is conditioned upon the date of such
purchase occurring on or after the Group I Optional Termination Date. The right
of the Master Servicer to purchase all the assets of Trust Fund II pursuant to
clause (ii) above is conditioned upon the date of such purchase occurring on or
after the Group II & 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
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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. No purchase pursuant to clause (ii) of this
Section 9.01(a) is permitted if it would result in a draw on the Certificate
Guaranty Insurance Policy, unless the Certificate Insurer consents in writing.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates and Class M-I Certificates in
whole, but not in part, at a price equal to the sum of the outstanding
Certificate Principal Balance of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto and, in the case of Prepayment Interest Shortfalls, accrued interest
thereon at the applicable Pass-Through Rate. On any Distribution Date on or
after the Group II & III Optional Termination Date, the Master Servicer shall
have the right, at its option, to purchase the Class A-II Certificates and Class
A-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 and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate, and the payment of any
amounts due to the Certificate Insurer under the Insurance Agreement; provided,
however, that no optional purchase of the Group II Loans and Group III Loans or
Class A-II Certificates and Class A-III Certificates will be permitted if it
would result in a draw under the Certificate Guaranty Insurance Policy, unless
the Certificate Insurer consents to the termination in writing; and provided,
further, that no optional purchase of the Group I Loans or Class A-I
Certificates will be permitted if it would result in, or the Certificate Insurer
could show a reasonable probability that it would result in, a draw under the
Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents
to the termination in writing. If the Master Servicer exercises this right to
purchase the outstanding Class A-I Certificates and Class M-I Certificates, or
Class A-II Certificates and Class A-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) or on which the
Master Servicer anticipates that the Certificates will be purchased (as
a result of the exercise by the Master Servicer to purchase the
outstanding Certificates). 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 (if so required by the terms
hereof) for payment of the final distribution and cancellation or notice
of any purchase of the outstanding Certificates, specifying the
Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of
the related Trust Fund or to purchase the related outstanding
Certificates), or by the Trustee (in any other case) by letter to the
Certificateholders (with a copy to the Certificate Registrar and the
Certificate Insurer) 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 where required pursuant to this Agreement or, in the case of
the purchase by the Master Servicer of the outstanding Certificates, the
Distribution Date on which such purchase is made,
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(ii) the amount of any such final payment or, in the case of the purchase of
the outstanding Certificates, the purchase price, in either case, 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 required above, 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. As a result of the exercise by the Master Servicer
of its right to purchase the outstanding Certificates, the Master Servicer shall
deposit in an Eligible Account, established by the Master Servicer on behalf of
the Trustee and separate from the Certificate Account, in the name of the
Trustee in trust for the registered holders of the Certificates, before the
Distribution Date on which such purchase is to occur, in immediately available
funds, an amount equal to the purchase price for the Certificates computed as
provided above, and provide notice of such Deposit to the Trustee and the
Certificate Insurer. The Trustee shall withdraw from such account the amount
specified in subsection (c) below and distribute such amount to the
Certificateholders as specified in subsection (c) below. 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 Class A-I and Class M-I Certificates
by the Certificateholders thereof, the Trustee shall distribute to such
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's election to repurchase the
assets of Trust Fund I or the outstanding Class A-I and Class M-I Certificates,
or (ii) if the Master Servicer elected to so repurchase the assets of Trust Fund
I or the outstanding Class A-I and Class M-I Certificates, an amount equal to
the price paid pursuant to Section 9.01(a) as follows: first, with respect to
the Class A-I Certificates, pari passu, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment
Interest Shortfalls, accrued interest thereon at the applicable Pass-Through
Rate, second, with respect to the Class M-I-1 Certificates, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate, third, with respect to the Class M-I-2 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, and, in the case of Prepayment Interest Shortfalls, accrued interest
thereon at the applicable Pass-Through Rate, fourth, with respect to the Class
M-I-3 Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any previously unpaid Accrued Certificate Interest, any unpaid Prepayment
Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate, and fifth, to the Class
SB-I Certificates. Upon presentation and surrender of each Class of Class A-II
Certificates and Class A-III Certificates by the Certificateholders thereof, the
Trustee shall distribute to such Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection with the Master
Servicer's election to repurchase the assets of Trust Fund II or the outstanding
Class A-II Certificates and Class A-III Certificates, or (ii) if the Master
Servicer elected to so repurchase the assets of Trust Fund II or the outstanding
Class A-II Certificates and Class A-III Certificates, an amount equal to the
price paid pursuant to Section 9.01(a) as follows: first, with respect to the
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Class A-II Certificates and Class A-III Certificates, pari passu, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at
the applicable Pass-Through Rate, second, to the Certificate Insurer, any
amounts owed to it pursuant to the Insurance Agreement, and third, to the Class
SB-II Certificates and Class SB-III Certificates, pari passu.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase of the outstanding Certificates is to
be made, the Trustee shall on such date cause all funds in the Eligible Account
established by the Master Servicer deposited therein by the Master Servicer
pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. 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 Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and shall have
no further obligation or liability therefor 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
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escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 9.01 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer shall
be for all purposes the Holder thereof as of such date.
Section 9.02. Additional Termination Requirements.
-----------------------------------
(a) Each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V 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 REMIC created
hereunder 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 REMIC created hereunder 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, REMIC IV and REMIC V, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations ss.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, REMIC IV
and REMIC V, 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;
(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, REMIC
IV and REMIC V at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
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, REMIC IV and REMIC V 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 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
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REMIC III. 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 Certificates, Class M-I
Certificates and Class SB Certificates shall be designated as the "regular
interests" in REMIC V and the Class R-V Certificates shall be designated the
sole Class of "residual interests" in REMIC V. 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, REMIC IV and REMIC V within the meaning of Section
860G(a)(9) of the Code (the "Startup Date").
(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, REMIC IV and REMIC V 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, REMIC IV and REMIC V in
relation to any tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall
be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10
unless such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation not to exceed $3,000 per year by any successor
Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to the REMICs 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
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case may be, could (i) endanger the status of any REMIC created hereunder as a
REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Master
Servicer or the REMIC Administrator, as applicable, has received an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders and is not adverse to the
interests of the Certificate Insurer, 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 or inaction, as the case may be. 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 Date 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 in its role as Master Servicer or REMIC Administrator 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
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amounts on deposit in the Custodial Account as provided by Section 3.10 and on
the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Date, 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 REMIC
created hereunder 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 REMIC created hereunder will
receive a fee or other compensation for services nor permit any REMIC created
hereunder 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 purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the principal balance
of each regular interest in each REMIC would be reduced to zero is June 25,
2033, which is the Distribution Date in the month following the last scheduled
payment on any Mortgage Loan.
(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 either of REMIC I, REMIC II, REMIC III,
REMIC IV and REMIC V as a REMIC or (b) unless the Master Servicer has determined
in its sole discretion to indemnify the Trust Fund against such tax, cause any
REMIC to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions. The Trustee shall treat the Mortgage Insurance
Premium Taxes Reserve Fund as an outside reserve fund within the meaning of
Treasury Regulation 1.860G-2(h).
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
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(a) The Trustee agrees to indemnify the Trust Fund, the Certificate Insurer, 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 Certificate Insurer, the Depositor or the Master
Servicer, as a result of a breach of the Trustee's covenants set forth in
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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 Certificate
Insurer, 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 Certificate Insurer, 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 Certificate
Insurer, 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 Certificate Insurer, the
Depositor, the REMIC Administrator 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.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. Subject to Section 11.10(c):
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(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct
any error,
(iii)to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of REMIC I,
REMIC II, REMIC III, REMIC IV and REMIC V 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
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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 (without taking
into account the Certificate Guaranty Insurance Policy), 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 (subject to Section 10.01(f)), as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not
be materially inconsistent with 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 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the Trustee and the
Holders of Certificates evidencing in the aggregate not less than 66% of
the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment
shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause
(i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party
seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Depositor or
the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause REMIC I, REMIC
II, REMIC III, REMIC IV and REMIC V to fail to qualify as REMICs at any
time that any Certificate is outstanding; provided, that if the
indemnity described in Section 10.01(f) with respect to any taxes that
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might be imposed on the Trust Fund has been given, the Trustee shall not
require the delivery to it of the Opinion of Counsel described in this
Section 11.01(c). The Trustee may but shall not be obligated to enter
into any amendment pursuant to this Section that affects its rights,
duties and immunities and this Agreement or otherwise; provided,
however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for
the purpose of protecting the Holders of the Class R Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class R Certificateholders, but shall not be and shall not be deemed to
be under any circumstances included in the REMIC. To the extent that any
such instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve fund so established shall be an outside
reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the
REMIC to any such reserve fund shall be treated as amounts distributed
by the REMIC to the Depositor or any successor, all within the meaning
of Treasury regulations Section 1.860G-2(h) in effect as of the Cut-off
Date. 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 or the Certificate Insurer, 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 REMIC
created hereunder 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.
(f) In addition to the foregoing, any amendment of Section 4.08 of this
Agreement shall require the consent of the Limited Repurchase Right
Holder as third-party beneficiary.
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
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request of the Certificate Insurer or the Holders of Certificates entitled to at
least 25% of the Voting Rights), but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders or the Certificate
Insurer.
(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 and the Certificate Insurer a written notice of
default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates of any Class evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Certificate Insurer shall
have given its written consent and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
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This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
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Section 11.05. Notices.
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All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RASC), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0 Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust
Services/Structured Finance Services, RASC 2003-KS4 or such other address as may
hereafter be furnished to the Depositor and the Master Servicer in writing by
the Trustee; (d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000; Attention: Mortgage Surveillance or such other address as may be
hereafter furnished to the Depositor, Trustee and Master Servicer by Standard &
Poor's; (e) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: ABS Monitoring Department, or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by
Moody's. (f) in the case of the MI Policy Provider, Mortgage Guaranty Insurance
Corporation, 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000, Attention:
Consumer Asset-Backed Securities Group or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by
the MI Policy Provider, (g) in the case of the Certificate Insurer, Ambac
Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Consumer Asset-Backed Securities Group or such other address as may
be hereafter furnished to the Depositor, the Trustee and the Master Servicer in
writing by the Certificate Insurer, (h) in the case of the Hedge Agreement
Provider, Bear, Xxxxxxx Financial Products, Inc., 000 Xxxx Xxxxxx, Xxxxx 0000,
Xxx Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by the Hedge
Agreement Provider, and (i) in the case of the Mortgage Insurance Co-Trustee,
X.X. Xxxxxx Trust Company, National Association, 000 Xxxxxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxxxxxxx, XX 00000 or such other address as may be hereafter
furnished to the Depositor, the Trustee, the Master Servicer and the MI Policy
Provider in writing by the Mortgage Insurance Co-Trustee. 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 and the Certificate Insurer.
------------------------------------------------------
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency, the Certificate Insurer and each Subservicer at such
time as it is otherwise required pursuant to this Agreement to give notice of
the occurrence of, any of the events described in clause (a), (b), (c), (d),
(g), (h), (i) or (j) below or provide a copy to each Rating Agency, the
Certificate Insurer and each Subservicer at such time as otherwise required to
be delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or
a change in the majority ownership of the Trustee,
161
(d) the filing of any claim under the Master Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however,
that with respect to notice of the occurrence of the events described in clauses
(d), (g) or (h) above, the Master Servicer shall provide prompt written notice
to each Rating Agency, the Certificate Insurer and the related Subservicer of
any such event known to the Master Servicer. In addition to the above delivery
requirements, the Depositor, the Master Servicer or the Trustee, as applicable,
shall provide a copy to the Certificate Insurer, at such time as it otherwise is
required to deliver pursuant to this Agreement, of any other written
confirmation, written notice or legal opinion.
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 or the
Certificate Insurer.
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 153 the Depositor, the Master
Servicer and the Trustee; provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their respective interests would
not be materially adversely affected thereby. To the extent that the terms of
the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement. Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
162
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 REMIC created hereunder
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.
Section 11.09. Third-Party Beneficiary.
-----------------------
The Limited Repurchase Right Holder is an express third-party
beneficiary of Section 4.08 of this Agreement, and shall have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.
Section 11.10. Rights of the Certificate Insurer.
---------------------------------
(a) The Certificate Insurer is an express third-party beneficiary of
this Agreement.
(b) The Trustee shall provide to the Certificate Insurer copies of any
report, notice, Opinion of Counsel, Officers' Certificate, request for consent
or request for amendment to any document related hereto promptly upon the
Trustee's production or receipt thereof.
(c) Unless a Certificate Insurer Default exists, the Trustee and the
Depositor shall not agree to any amendment to this Agreement without first
having obtained the prior written consent of the Certificate Insurer, which
consent shall not be unreasonably withheld.
(d) So long as there does not exist a failure by the Certificate Insurer
to make a required payment under the Certificate Guaranty Insurance Policy, the
Certificate Insurer shall have the right to exercise all rights of the Holders
of the Class A-II Certificates and Class A-III Certificates under this Agreement
without any consent of such Holders, and such Holders may exercise such rights
only with the prior written consent of the Certificate Insurer, except as
provided herein.
(e) The Certificate Insurer shall not be entitled to exercise any of its
rights hereunder so long as there exists a failure by the Certificate Insurer to
make a required payment under the Certificate Guaranty Insurance Policy.
163
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Attest: Name: Xxxxxx Xxxxxx
Name: Title: Vice President
Title:
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
------------------------------
Name: Name: Xxxxx Xxxxxxxxxx
Title: Title: Director
[Seal] JPMORGAN CHASE BANK as Trustee
Attest: By:
------------------------------
Name: Name:
Title: Title:
Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee:
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
By: ........................................
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Securities 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 MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2003 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 )
) ss.:
COUNTY OF )
On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared ___________________________, known to me to be a
_____________________________ of JPMorgan Chase Bank, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
------------------------------------
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986. [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE
YIELD MAINTENANCE AGREEMENT.]
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
1
Class A-[_] Senior Certificate No. 1
[Adjustable][Fixed] Pass-Through Rate
Date of Pooling and Servicing Agreement
and Cut-off Date: Percentage Interest: __________%
May 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
June 25, 2003 Balance][Notional Amount] of the Class A-[_]
Certificates:
$---------------
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial [Certificate Principal
__________ __, 20__ Balance][Notional Amount] of this Class A-[_]
Certificate:
$--------------
Maturity Date: CUSIP: __________
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS4
evidencing a percentage interest in the distributions allocable
to the Class A-[_] Certificates with respect to a Trust Fund
consisting primarily of a pool of [fixed] [adjustable] interest
rate, first lien [and junior lien] mortgage loans on one-to
four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, 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 Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of [adjustable]
[fixed] interest rate, first lien [and junior lien] mortgage loans on one- to
four- family residential properties (the "Group [_] Loans"), sold by Residential
Asset Securities Corporation (hereinafter called the "Depositor," which term
2
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
JPMorgan Chase Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class A-[__] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate is
set forth above. The [Certificate Principal Balance] [Notional Amount] hereof
will be reduced [to the extent of distributions allocable to principal and any
Realized Losses allocable hereto] [form time to time pursuant to the Agreement].
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
[This Certificate is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Ambac Assurance
Corporation (the "Policy").]
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Group [_] Loans [and the Policy], all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
3
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 registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
4
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans [and Group [_] Loans] and
all property acquired in respect of such Group [_] Loans [and Group [_] Loans],
thereby effecting early retirement of the related Class A-[_] [and Class M-[_]]
Certificates. The Agreement permits, but does not require, the Master Servicer
(i) to purchase, at a price determined as provided in the Agreement, all
remaining Group [_] Loans and all property acquired in respect of any Group [_]
Loans [or Group [_] Loans] or (ii) to purchase in whole, but not in part, all of
the Class A-[_] [and Class M-[_]] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans [and Group [_] Loans] , as of the
Distribution Date upon which the proceeds of any such purchase are distributed
is less than ten percent of the Cut-off Date Principal Balance of the Group [_]
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.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:.......................
Authorized Signatory
Dated: May __, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund 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. AGE>
7
EXHIBIT B
FORM OF CLASS M-I-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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").
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 ASSET REGULATIONS" OF ANY PLAN (A "PLAN INVESTOR"),
(B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED
TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS
AMENDED BY PTE 97-34, 62 FED. REG. 39021 (JULY 21, 1997), PTE 2000-58, 65 FED.
REG. 67765 (NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22,
2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN
CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH
CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR
ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C) (I) THE TRANSFEREE
IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE
THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60),
AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE
COMPANY").
1
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE 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.
2
Class M-I-[_] Certificate No. 1
Fixed Pass-Through Rate
Date of Pooling and Servicing Agreement
and Cut-off Date: Percentage Interest: 100%
May 1, 2003
First Distribution Date: Aggregate Initial Certificate Principal
June 25, 2003 Balance of the Class M-I-[_] Certificates:
$---------------------------
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial Certificate Principal Balance
May 25, 2033 of this Class M-I-[_] Certificate:
$---------------------------
Maturity Date: CUSIP: ______________________
May 25, 2033
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS4
evidencing a percentage interest in the distributions allocable
to the Class M-I-[_] Certificates with respect to a Trust Fund
consisting primarily of a pool of fixed interest rate, first lien
mortgage loans on one-to four-family residential properties sold
by RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, 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 Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of adjustable
interest rate, first lien mortgage loans on one-to four- family residential
properties (the "Group I Loans"), sold by Residential Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
3
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class M-I-[_] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
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.
As described above, no transfer of this Class M Certificate will be made
unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Company, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
4
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Group I 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 registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
5
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group I Loans and all property acquired in
respect of such Group I Loans, thereby effecting early retirement of the related
Class A-I and Class M-I Certificates. The Agreement permits, but does not
require, the Master Servicer (i) to purchase, at a price determined as provided
in the Agreement, all remaining Group I Loans and all property acquired in
respect of any Group I Loans or (ii) to purchase in whole, but not in part, all
of the Class A-I and Class M-I Certificates from the Holders thereof, provided,
that any such option may only be exercised if the Stated Principal Balance
before giving effect to the distributions to be made on such Distribution Date
of the Group I Loans, as of the Distribution Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Group I 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.
[Signature Page Follows]
6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:.......................
Authorized Signatory
Dated: May ___, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-I-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund 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. AGE>
8
EXHIBIT C
FORM OF CLASS SB-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
AND CLASS M-[_] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986. COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES WITH "PLAN ASSET REGULATIONS" OF A PLAN WITHIN THE MEANING OF THE
DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. SS.2510.3-101( "PLAN
ASSET REGULATIONS") UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER
ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF
THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND.
1
Class SB-[_] Subordinate Certificate No. 1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date:
May 1, 2003
First Distribution Date: Aggregate Initial Notational Principal
June 25, 2003 Balance of the Class SB-[_] Certificates:
$---------------
Master Servicer:
Residential Funding Corporation
Maturity Date: Initial Notational Balance
May 25, 2033 of this Class SB-[_] Certificate:
$---------------
CUSIP: __________
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS4
evidencing a percentage interest in the distributions allocable
to the Class SB-[_] Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable interest rate, first
lien and [junior lien] mortgage loans on one-to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, 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 Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that Xxxx & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of adjustable
interest rate, first lien [and junior lien] mortgage loans on one- to
four-family residential properties (the "Group [_] Loans"), sold by Residential
Asset Securities Corporation (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
2
specified above (the "Agreement") among the Depositor, the Master Servicer and
JPMorgan Chase Bank, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof, assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-[_]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB-[_] Certificate as of any date of determination will be
calculated as described in the Agreement. This Class SB-[_] Certificate will
accrue interest at the Pass-Through Rate on the Notional Amount as indicated in
the definition of Accrued Certificate Interest in the Agreement. This Class
SB[___] Certificate will not accrue interest on its Certificate Principal
Balance.
No transfer of this Class SB-[_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
3
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Asset
Regulations") unless the Depositor, the Trustee and the MasteR Servicer are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity 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 Group [_] 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 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
4
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
(i) to purchase, at a price determined as provided in the Agreement, all
remaining Group [_] Loans and all property acquired in respect of any Mortgage
Loan or (ii) to purchase in whole, but not in part, all of the Certificates from
the Holders thereof, provided, that any such option may only be exercised if the
Stated Principal Balance before giving effect to the distributions to be made on
such Distribution Date of the Group [_] Loans, as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Group [_] 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.
[Signature Page Follows]
5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:.......................
Authorized Signatory
Dated: May __, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund 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. AGE>
7
EXHIBIT D
FORM OF CLASS R-[_] CERTIFICATE
THE CLASS R-[_] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS R-[_] CERTIFICATE IS SUBORDINATE TO THE CLASS A-[_], CLASS
M-[_] AND CLASS SB-[_] CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE
AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(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 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), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
1
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
2
Class R-[_] Subordinate Certificate No. 1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date:
May 1, 2003
Master Servicer:
Residential Funding Corporation
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS4
evidencing a percentage interest in the distributions allocable
to the Class R-[_] Certificates with respect to a Trust Fund
consisting primarily of mortgage loans on one-to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Securities
Corporation, 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 Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that Residential Funding Corporation 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
adjustable rate, first lien mortgage loans on one- to four-family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities
Corporation (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 JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
3
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 the Holders of
Class R-[_] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class R-[_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Asset
Regulations") unless the Depositor, the Trustee and the MasteR Servicer are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
4
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. .
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity 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 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
5
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.
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.
[Signature Page Follows]
6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:.......................
Authorized Signatory
Dated: May ___, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund 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. AGE>
8
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of May 1, 2003, by and among JPMORGAN CHASE
BANK, as trustee (including its successors under the Pooling Agreement defined
below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION, as company
(together with any successor in interest, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with any successor in interest or
successor under the Pooling Agreement referred to below, the "Master Servicer")
and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of May 1, 2003,
relating to the issuance of Residential Asset Securities Corporation, Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2003-KS4 (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 the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
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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 Mortgage Loans 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 Annex I 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 on Schedule A to Annex I.
(b) Within 90 days after the closing date, the Custodian agrees, for the benefit
of Certificateholders, to review in accordance with the provisions of Section
2.02 of the Pooling Agreement each Mortgage File and to deliver to the Trustee
an Interim Certification in the form annexed hereto as Annex II 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. In the event that any Mortgage Note or Assignment of Mortgage
has been delivered to the Custodian by the Company in blank, the Custodian, upon
the direction of the Company, shall cause each such Mortgage Note to be endorsed
to the Trustee and each such Assignment of Mortgage to be completed in the name
of the Trustee prior to the date on which such Interim Certification is
delivered to the Trustee. Within 45 days of receipt of the documents required to
be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of the Certificateholders, to review each document, and
upon the written request of the Trustee to deliver to the Trustee an updated
Schedule A to the Interim Certification. 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.
2
(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 Annex III evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Company or
the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement
not then contained in the Mortgage Files.
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 Annex IV 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 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. 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.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a Servicing Officer certifying as to the
3
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
applicable provisions of Article II 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 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
4
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 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.
5
Section 3.7....Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a
federal or state authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions in which it
will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1....Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2....Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.3....GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4....Recordation of Agreement. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of holders of Certificates evidencing undivided
interests in the aggregate of not less than 25% of the Trust Fund), but only
upon direction accompanied by an Opinion of Counsel reasonably satisfactory to
the Master Servicer to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
6
Section 4.5....Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
[Signatures begin on following page.]
7
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: JPMORGAN CHASE BANK
as Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities By:...........................
Corporation, Series 2003-KS4 Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:...........................
Name: Title:
Address: RESIDENTIAL FUNDING CORPORATION, as Master
Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:..........................
Name: Title:
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:...........................
Name: Title:
8
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of May, 2003, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be a
______________ of JPMorgan Chase Bank, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-----------------------------
Notary Public
[Notarial Seal]
9
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of May, 2003, before me, a notary public in and
for said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Securities 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]
10
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of May, 2003, 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]
11
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of May, 2003, before me, a notary public in and
for said State, personally appeared ______________________, known to me to be a
______________________________ 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
[Notarial Seal]
12
ANNEX I TO EXHIBIT E
FORM OF CUSTODIAN
INITIAL CERTIFICATION
May ___, 2003
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation Series 2003-KS4
Re: Custodial Agreement, dated as of May 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2003-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
ANNEX II TO EXHIBIT E
FORM OF CUSTODIAN
INTERIM CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation., Series 2003-KS4
Re: Custodial Agreement, dated as of May 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2003-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
ANNEX III TO EXHIBIT E
FORM OF CUSTODIAN
FINAL CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation, Series 2003-KS4
Re: Custodial Agreement, dated as of May 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2003-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
ANNEX IV TO EXHIBIT E
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
EXHIBIT F-1
GROUP I LOAN SCHEDULE
(a copy may be obtained from the Trustee)
RUN ON : 05/27/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.19.52 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RASC 2003-KS4 FIXED CUTOFF : 05/01/03
POOL : 0004692
:
:
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
---------------------------------------------------------------------------
1989756 .2500
112,479.59 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
9.2950 .0000
4529096 .2500
126,804.39 .0800
9.1250 .0000
8.8750 .0000
7.4950 .0000
7.4950 .0000
5260076 .2500
27,179.92 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
9.5450 .0000
5475630 .5000
9,972.06 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
5475663 .5000
39,530.42 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
5732685 .5000
14,336.71 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1
5732690 .5000
14,684.96 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
6267996 .5000
13,445.83 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
7098072 .5000
40,796.54 .0800
8.7500 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
7296407 .5000
8,292.42 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
7408156 .2500
61,206.88 .0800
12.2500 .0000
12.0000 .0000
11.9200 .0000
11.9200 .0000
7657367 .5000
22,911.37 .0800
12.4900 .0000
11.9900 .0000
11.9100 .0000
11.9100 .0000
7693779 .5000
39,757.30 .0800
9.9500 .0000
9.4500 .0000
9.3700 .0000
9.3700 .0000
7715509 .2500
129,493.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
1
7762689 .5000
26,749.07 .0800
14.5000 .0000
14.0000 .0000
13.9200 .0000
13.9200 .0000
7791571 .5000
102,852.45 .0800
6.7500 .0000
6.2500 .0000
4.8700 .0000
4.8700 .0000
7801021 .5000
98,652.79 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
7825727 .5000
33,841.12 .0800
6.7500 .0000
6.2500 .0000
4.8700 .0000
4.8700 .0000
7838579 .5000
36,960.26 .0800
8.9900 .0000
8.4900 .0000
8.4100 .0000
8.4100 .0000
7867723 .5000
19,497.52 .0800
11.1000 .0000
10.6000 .0000
10.5200 .0000
10.5200 .0000
7879603 .5000
70,807.53 .0800
11.9500 .0000
11.4500 .0000
11.3700 .0000
11.3700 .0000
7891247 .5000
16,950.19 .0800
13.3500 .0000
12.8500 .0000
12.7700 .0000
12.7700 .0000
1
7891511 .2500
277,168.25 .0800
8.6100 .0000
8.3600 .0000
6.9800 .0000
6.9800 .0000
7891525 .5000
26,946.32 .0800
13.3500 .0000
12.8500 .0000
12.7700 .0000
12.7700 .0000
7917627 .2500
85,940.00 .0800
8.2500 .0000
8.0000 .0000
6.6200 .0000
6.6200 .0000
7917671 .2500
71,886.80 .0800
9.7500 .0000
9.5000 .0000
8.1200 .0000
8.1200 .0000
7968437 .2500
61,451.13 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
9.4200 .0000
7968489 .2500
19,762.54 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
7988199 .2500
151,152.50 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
7990137 .5000
118,620.06 .0800
9.6000 .0000
9.1000 .0000
9.0200 .0000
9.0200 .0000
1
7990199 .5000
84,647.11 .0800
10.4500 .0000
9.9500 .0000
9.8700 .0000
9.8700 .0000
7991113 .5000
18,133.61 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
7991655 .5000
34,789.95 .0800
8.2500 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
7995253 .5000
9,688.96 .0800
13.3500 .0000
12.8500 .0000
12.7700 .0000
12.7700 .0000
8000833 .2500
35,455.76 .0800
10.8300 .0000
10.5800 .0000
10.5000 .0000
10.5000 .0000
8000967 .2500
38,049.69 .0800
10.3500 .0000
10.1000 .0000
10.0200 .0000
10.0200 .0000
8000975 .2500
42,219.85 .0800
9.8500 .0000
9.6000 .0000
9.5200 .0000
9.5200 .0000
8001083 .2500
95,346.40 .0800
7.5300 .0000
7.2800 .0000
7.2000 .0000
7.2000 .0000
1
8004177 .5000
58,253.82 .0800
10.0000 .0000
9.5000 .0000
9.4200 .0000
9.4200 .0000
8005533 .5000
31,959.68 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8005557 .5000
11,956.88 .0800
12.9900 .0000
12.4900 .0000
12.4100 .0000
12.4100 .0000
8005585 .5000
15,564.18 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8006075 .2500
64,970.68 .0800
9.9900 .0000
9.7400 .0000
9.6600 .0000
9.6600 .0000
8006097 .2500
49,281.48 .0800
10.3900 .0000
10.1400 .0000
10.0600 .0000
10.0600 .0000
8006933 .5000
64,926.22 .0800
8.0000 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
8006953 .5000
46,705.87 .0800
9.3500 .0000
8.8500 .0000
8.7700 .0000
8.7700 .0000
1
8006963 .5000
79,751.32 .0800
10.7500 .0000
10.2500 .0000
10.1700 .0000
10.1700 .0000
8016857 .5000
53,801.15 .0800
10.0000 .0000
9.5000 .0000
8.1200 .0000
8.1200 .0000
8017743 .5000
15,038.89 .0800
14.5000 .0000
14.0000 .0000
13.9200 .0000
13.9200 .0000
8031771 .2500
174,104.65 .0800
7.8750 .0000
7.6250 .0000
6.2450 .0000
6.2450 .0000
8036071 .5000
104,456.43 .0800
10.5000 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
8037501 .5000
42,115.03 .0800
9.1250 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8050985 .5000
167,922.22 .0800
10.5000 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
8051663 .5000
21,138.16 .0800
14.5000 .0000
14.0000 .0000
13.9200 .0000
13.9200 .0000
1
8063529 .2500
101,990.72 .0800
8.5000 .0000
8.2500 .0000
6.8700 .0000
6.8700 .0000
8063541 .2500
79,839.46 .0800
8.9900 .0000
8.7400 .0000
7.3600 .0000
7.3600 .0000
8066317 .2500
63,469.91 .0800
9.8000 .0000
9.5500 .0000
9.4700 .0000
9.4700 .0000
8070675 .5000
22,729.46 .0800
10.1250 .0000
9.6250 .0000
9.5450 .0000
9.5450 .0000
8070747 .5000
186,287.33 .0800
9.1250 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8073119 .2500
45,384.46 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8074347 .5000
390,270.98 .0800
7.3750 .0000
6.8750 .0000
5.4950 .0000
5.4950 .0000
8076999 .2500
47,788.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1
8077429 .2500
134,189.08 .0800
7.6800 .0000
7.4300 .0000
7.3500 .0000
7.3500 .0000
8077459 .2500
41,106.54 .0800
9.2300 .0000
8.9800 .0000
8.9000 .0000
8.9000 .0000
8077585 .2500
57,141.76 .0800
9.4700 .0000
9.2200 .0000
9.1400 .0000
9.1400 .0000
8077609 .2500
84,251.70 .0800
6.5000 .0000
6.2500 .0000
4.8700 .0000
4.8700 .0000
8077631 .2500
130,936.76 .0800
6.8800 .0000
6.6300 .0000
6.5500 .0000
6.5500 .0000
8077651 .2500
147,337.52 .0800
6.8200 .0000
6.5700 .0000
6.4900 .0000
6.4900 .0000
8077669 .2500
259,929.05 .0800
8.4300 .0000
8.1800 .0000
8.1000 .0000
8.1000 .0000
8077755 .2500
62,037.14 .0800
7.9800 .0000
7.7300 .0000
7.6500 .0000
7.6500 .0000
1
8080071 .5000
97,390.54 .0800
8.6625 .0000
8.1625 .0000
8.0825 .0000
8.0825 .0000
8080117 .5000
75,239.50 .0800
9.5500 .0000
9.0500 .0000
8.9700 .0000
8.9700 .0000
8080131 .5000
110,986.59 .0800
10.9500 .0000
10.4500 .0000
10.3700 .0000
10.3700 .0000
8085395 .5000
89,744.85 .0800
9.6250 .0000
9.1250 .0000
9.0450 .0000
9.0450 .0000
8094481 .2500
199,638.19 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
8097757 .2500
450,245.51 .0800
6.6000 .0000
6.3500 .0000
4.9700 .0000
4.9700 .0000
8097777 .5000
14,244.01 .0800
13.3500 .0000
12.8500 .0000
12.7700 .0000
12.7700 .0000
8097779 .5000
19,309.08 .0800
13.3500 .0000
12.8500 .0000
12.7700 .0000
12.7700 .0000
1
8100831 .5000
22,934.32 .0800
10.5000 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
8101437 .5000
86,043.44 .0800
11.1250 .0000
10.6250 .0000
10.5450 .0000
10.5450 .0000
8107019 .2500
65,736.92 .0800
8.4500 .0000
8.2000 .0000
8.1200 .0000
8.1200 .0000
8107097 .2500
127,658.80 .0800
9.0250 .0000
8.7750 .0000
8.6950 .0000
8.6950 .0000
8107145 .2500
84,682.28 .0800
8.4500 .0000
8.2000 .0000
6.8200 .0000
6.8200 .0000
8112459 .2500
25,906.56 .0800
9.4100 .0000
9.1600 .0000
9.0800 .0000
9.0800 .0000
8123771 .5000
42,606.53 .0800
11.7300 .0000
11.2300 .0000
11.1500 .0000
11.1500 .0000
8123977 .2500
39,860.15 .0800
9.5410 .0000
9.2910 .0000
9.2110 .0000
9.2110 .0000
1
8129081 .5000
141,483.68 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
8135011 .5000
58,476.19 .0800
12.0000 .0000
11.5000 .0000
11.4200 .0000
11.4200 .0000
8135053 .5000
23,628.78 .0800
11.2500 .0000
10.7500 .0000
10.6700 .0000
10.6700 .0000
8139057 .2500
41,241.02 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
9.4200 .0000
8147157 .5000
149,279.33 .0800
7.9900 .0000
7.4900 .0000
7.4100 .0000
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8149759 .2500
79,440.60 .0800
9.1250 .0000
8.8750 .0000
7.4950 .0000
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8150119 .5000
398,520.11 .0800
8.5000 .0000
8.0000 .0000
6.6200 .0000
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8163137 .5000
11,736.61 .0800
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1
8168124 .5000
17,875.02 .0800
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8180009 .2500
43,902.82 .0800
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8188519 .5000
36,271.08 .0800
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400,579.93 .0800
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8203037 .5000
11,201.01 .0800
8.3750 .0000
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8212791 .2500
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6.5000 .0000
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8213857 .2500
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8214735 .2500
92,721.33 .0800
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1
8217065 .5000
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12.5000 .0000
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11.9200 .0000
11.9200 .0000
8218447 .2500
254,033.90 .0800
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8224175 .2500
231,211.23 .0800
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8224271 .5000
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11.5000 .0000
11.4200 .0000
11.4200 .0000
8224583 .5000
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6.5000 .0000
6.0000 .0000
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8224867 .5000
367,795.91 .0800
7.3000 .0000
6.8000 .0000
6.7200 .0000
6.7200 .0000
8233425 .5000
105,748.29 .0800
8.7500 .0000
8.2500 .0000
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8233629 .5000
39,374.31 .0800
9.9900 .0000
9.4900 .0000
9.4100 .0000
9.4100 .0000
1
8233773 .5000
79,074.15 .0800
8.0000 .0000
7.5000 .0000
7.4200 .0000
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8233785 .5000
61,776.56 .0800
9.6250 .0000
9.1250 .0000
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8233799 .2500
480,937.82 .0800
6.2500 .0000
6.0000 .0000
5.9200 .0000
5.9200 .0000
8234415 .2500
457,217.79 .0800
6.0000 .0000
5.7500 .0000
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4.3700 .0000
8234421 .2500
483,967.88 .0800
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8234543 .2500
429,624.80 .0800
6.5000 .0000
6.2500 .0000
4.8700 .0000
4.8700 .0000
8234947 .2500
179,197.13 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2950 .0000
8235443 .5000
67,317.66 .0800
9.1250 .0000
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7.2450 .0000
1
8235645 .5000
10,506.00 .0800
13.5000 .0000
13.0000 .0000
12.9200 .0000
12.9200 .0000
8235713 .5000
10,639.52 .0800
13.7500 .0000
13.2500 .0000
13.1700 .0000
13.1700 .0000
8236033 .5000
398,172.25 .0800
6.5000 .0000
6.0000 .0000
5.9200 .0000
5.9200 .0000
8236041 .5000
397,747.35 .0800
6.9500 .0000
6.4500 .0000
6.3700 .0000
6.3700 .0000
8236111 .5000
386,679.86 .0800
6.3500 .0000
5.8500 .0000
5.7700 .0000
5.7700 .0000
8239581 .2500
54,203.32 .0800
8.1250 .0000
7.8750 .0000
6.4950 .0000
6.4950 .0000
8239621 .5000
9,981.01 .0800
11.9900 .0000
11.4900 .0000
11.4100 .0000
11.4100 .0000
8239623 .5000
9,986.17 .0800
12.2400 .0000
11.7400 .0000
11.6600 .0000
11.6600 .0000
1
8239661 .5000
10,388.30 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8239669 .5000
11,902.34 .0800
11.9900 .0000
11.4900 .0000
11.4100 .0000
11.4100 .0000
8239681 .5000
9,897.91 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8239707 .5000
11,988.13 .0800
13.7400 .0000
13.2400 .0000
13.1600 .0000
13.1600 .0000
8239855 .5000
10,470.29 .0800
8.9000 .0000
8.4000 .0000
8.3200 .0000
8.3200 .0000
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8.9200 .0000
8656701 .5000
61,000.00 .0800
8.6250 .0000
8.1250 .0000
6.7450 .0000
6.7450 .0000
8657825 .2500
157,000.00 .0800
7.6250 .0000
7.3750 .0000
5.9950 .0000
5.9950 .0000
8657835 .5000
68,000.00 .0800
7.3750 .0000
6.8750 .0000
5.4950 .0000
5.4950 .0000
8657859 .2500
77,000.00 .0800
8.4000 .0000
8.1500 .0000
6.7700 .0000
6.7700 .0000
8658183 .2500
148,000.00 .0800
7.6250 .0000
7.3750 .0000
5.9950 .0000
5.9950 .0000
8658247 .5000
166,300.00 .0800
9.1250 .0000
8.6250 .0000
7.2450 .0000
7.2450 .0000
8658919 .2500
92,000.00 .0800
8.7500 .0000
8.5000 .0000
7.1200 .0000
7.1200 .0000
1
8658973 .2500
213,600.00 .0800
7.6250 .0000
7.3750 .0000
5.9950 .0000
5.9950 .0000
8658977 .2500
76,000.00 .0800
8.1250 .0000
7.8750 .0000
6.4950 .0000
6.4950 .0000
8664377 .5000
250,323.19 .0800
7.7500 .0000
7.2500 .0000
5.8700 .0000
5.8700 .0000
8667403 .2500
185,000.00 .0800
7.5000 .0000
7.2500 .0000
5.8700 .0000
5.8700 .0000
8667691 .5000
227,200.00 .0800
8.5000 .0000
8.0000 .0000
6.6200 .0000
6.6200 .0000
TOTAL NUMBER OF LOANS: 6515
TOTAL BALANCE........: 650,000,006.27
RUN ON : 05/27/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.19.52 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RASC 2003-KS4 FIXED FIXED SUMMARY REPORT CUTOFF : 05/01/03
POOL : 0004692
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 8.0677 5.3500 14.5000
RFC NET RATE 7.6791 4.8500 14.0000
NET MTG RATE(INVSTR RATE) 6.8202 3.9950 13.9200
POST STRIP RATE 6.8202 3.9950 13.9200
SUB SERV FEE .3886 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 6515
TOTAL BALANCE........: 650,000,006.27
***************************
* END OF REPORT *
***************************
RUN ON : 05/27/03 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.19.52 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RASC 2003-KS4 FIXED CUTOFF : 05/01/03
POOL : 0004692
:
:
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 #
______________________________________________________________________________
1989756 R53/G02 F 114,665.00 ZZ
360 112,479.59 1
9.625 974.65 85
9.375 974.65
XXXXXXXXXX XX 00000 1 07/24/00 04
0432164523 01 09/01/00 12
0412578 O 08/01/30
0
4529096 F96/G02 F 128,800.00 ZZ
180 126,804.39 1
9.125 1,047.96 80
8.875 1,047.96
XXXXXXXXXX XXX XX 00000 1 03/30/01 34
0432743805 05 05/01/01 0
0012482 O 04/01/16
0
5260076 T76/G02 F 27,450.00 ZZ
360 27,179.92 1
9.875 238.37 90
9.625 238.37
XXXXXXXXX XX 00000 1 09/20/01 23
0433206059 02 10/20/01 0
01316 O 09/20/31
0
5475630 X20/R44 F 10,200.00 ZZ
180 9,972.06 1
9.000 82.07 16
8.500 82.07
XXXXXXXX XX 00000 1 08/30/01 00
0433158326 05 10/01/01 0
1
211087 O 09/01/16
0
5475663 X20/R44 F 40,000.00 ZZ
360 39,530.42 1
9.000 321.85 21
8.500 321.85
XXXXXXXXX XX 00000 1 08/31/01 00
0433148616 05 10/01/01 0
212133 O 09/01/31
0
5732685 X20/R44 F 15,200.00 ZZ
180 14,336.71 1
9.000 154.17 20
8.500 154.17
XXXXXXXXX XX 00000 1 08/16/01 00
0433210283 05 10/01/01 0
211081 O 09/01/16
0
5732690 X20/R44 F 14,850.00 ZZ
180 14,684.96 1
9.000 119.49 10
8.500 119.49
XXXXXXX XX 00000 1 09/12/01 00
0433209715 03 11/01/01 0
211105 O 10/01/16
0
6267996 X20/R44 F 13,500.00 ZZ
360 13,445.83 1
13.990 159.85 10
13.490 159.85
XXXXXXXXXX XX 00000 1 09/27/01 00
0433305554 05 11/01/01 0
212501 O 10/01/31
0
7098072 T87/T87 F 42,750.00 ZZ
180 40,796.54 1
8.750 427.27 75
8.250 427.27
XXXXXXX XX 00000 5 12/04/01 00
0000000000 05 02/01/02 0
0000000000 O 01/01/17
0
1
7296407 X20/R44 F 10,000.00 ZZ
180 8,292.42 1
9.000 101.43 12
8.500 101.43
XXXXXXX XX 00000 1 01/27/99 00
0800758039 27 03/01/99 0
9900044173 O 02/01/14
0
7408156 U89/U58 F 62,732.05 ZZ
240 61,206.88 1
12.250 701.70 74
12.000 701.70
XXXXXXXXXXXX XX 00000 5 11/23/01 00
0433555851 05 01/01/02 0
15984774 O 12/01/21
0
7657367 X20/R44 F 23,000.00 ZZ
180 22,911.37 1
12.490 245.30 20
11.990 245.30
XXXXXXXXXX XX 00000 5 02/08/02 00
0433954716 05 04/01/02 0
2302051 O 03/01/17
0
7693779 K52/R44 F 40,000.00 ZZ
360 39,757.30 1
9.950 349.56 62
9.450 349.56
XXXXXX XX 00000 5 05/10/02 00
0434040978 05 06/20/02 0
186729 O 05/20/32
0
7715509 313/G02 F 130,950.00 ZZ
360 129,493.07 1
7.750 938.15 85
7.500 938.15
XXXXXXXXXX XX 00000 5 03/18/02 11
0434115572 05 05/01/02 12
8672842 O 04/01/32
0
7762689 Q64/R44 F 26,800.00 ZZ
360 26,749.07 1
14.500 328.19 21
14.000 328.19
1
XXXXXXXXXX XX 00000 1 05/31/02 00
0434129490 05 07/01/02 0
0103496402 O 06/01/32
0
7791571 K15/G01 F 105,000.00 ZZ
240 102,852.45 1
6.750 798.38 75
6.250 798.38
XXXXXX XX 00000 5 06/11/02 34
0434192779 05 08/01/02 0
027305500663 O 07/01/22
0
7801021 W17/G01 F 99,450.00 ZZ
360 98,652.79 1
7.250 678.42 85
6.750 678.42
XXX XXXXX XX 00000 1 06/18/02 01
0434218079 05 08/01/02 12
020079 O 07/01/32
0
7825727 K15/G01 F 35,000.00 ZZ
180 33,841.12 1
6.750 309.72 75
6.250 309.72
XXXXXX XXXXXX XX 00000 5 06/25/02 34
0434230603 05 08/01/02 0
035905500465 O 07/01/17
0
7838579 W35/R44 F 38,000.00 ZZ
180 36,960.26 1
8.990 385.20 50
8.490 385.20
XXXXXXX XX 00000 5 06/25/02 00
0434278834 05 08/01/02 0
12509 O 07/01/17
0
7867723 T06/R44 F 20,000.00 ZZ
180 19,497.52 1
11.100 228.58 52
10.600 228.58
XXXXX XX 00000 5 06/26/02 00
0434293544 05 08/01/02 0
2002060259 O 07/01/17
0
1
7879603 T87/T87 F 71,000.00 ZZ
180 70,807.53 1
11.950 727.59 41
11.450 727.59
XXXXXXXXXXX XX 00000 5 07/10/02 00
0000000000 07 09/01/02 0
0000000000 O 08/01/17
0
7891247 W02/R44 F 17,000.00 ZZ
180 16,950.19 1
13.350 192.72 20
12.850 192.72
XXXXXXXX XX 00000 1 07/16/02 00
0434359618 05 08/16/02 0
1001188752 O 07/16/17
0
7891511 W02/G02 F 280,000.00 ZZ
360 277,168.25 1
8.610 2,174.83 72
8.360 2,174.83
XXXX XXXX XX 00000 5 07/29/02 34
0434393245 05 08/29/02 0
1001328772 O 07/29/32
0
7891525 W02/R44 F 27,000.00 ZZ
180 26,946.32 1
13.350 306.08 20
12.850 306.08
XXXXXXXX XX 00000 1 07/22/02 00
0434367199 05 09/01/02 0
1001337227 O 08/01/17
0
7917627 T76/G02 F 86,450.00 ZZ
360 85,940.00 1
8.250 649.47 95
8.000 649.47
XXX XXXXXXX XX 00000 5 07/29/02 34
0434370185 05 09/02/02 0
4015 O 08/02/32
0
7917671 T76/G02 F 72,200.00 ZZ
360 71,886.80 1
1
9.750 620.31 95
9.500 620.31
XXXXXXX XX 00000 5 07/23/02 34
0434369468 05 09/01/02 0
BES9596 O 08/01/32
0
7968437 T76/G02 F 61,750.00 ZZ
360 61,451.13 1
9.750 530.53 95
9.500 530.53
XXXXX XX 00000 5 08/09/02 23
0434444774 05 08/14/02 0
FT022019 O 07/14/32
0
7968489 T76/G02 F 20,000.00 ZZ
240 19,762.54 1
10.250 196.33 36
10.000 196.33
XXXXXXXXXX XX 00000 5 08/16/02 00
0434446928 05 09/21/02 0
02271443 O 08/21/22
0
7988199 E82/G02 F 152,000.00 ZZ
360 151,152.50 1
9.125 1,236.72 95
8.875 1,236.72
XX XXXXXX XX 00000 5 08/26/02 11
0400669081 05 10/01/02 30
0400669081 O 09/01/32
0
7990137 T87/T87 F 121,114.00 ZZ
180 118,620.06 1
9.600 1,272.03 51
9.100 1,272.03
XXXXXXXX XX 00000 2 08/08/02 00
1010022446 05 10/01/02 0
1010022446 O 09/01/17
0
7990199 T87/T87 F 85,650.00 ZZ
240 84,647.11 1
10.450 852.24 40
9.950 852.24
XXXXXXX XX 00000 2 07/25/02 00
8080015906 05 09/01/02 0
1
8080015906 O 08/01/22
0
7991113 Y08/R44 F 18,400.00 ZZ
180 18,133.61 1
13.990 217.87 10
13.490 217.87
XXXXX XX 00000 1 06/20/02 00
0434488698 05 08/01/02 0
2307944 O 07/01/17
0
7991655 Y08/R44 F 35,000.00 ZZ
360 34,789.95 1
8.250 262.94 78
7.750 262.94
XXXXXXXXXXXX XX 00000 1 08/01/02 00
0434554226 05 10/01/02 0
352870 O 09/01/32
0
7995253 W02/R44 F 9,920.00 ZZ
180 9,688.96 1
13.350 127.81 20
12.850 127.81
XXXXXXXX XX 00000 5 07/02/02 00
0434476230 05 08/02/02 0
1001212487 O 07/02/17
0
8000833 W02/G02 F 36,000.00 ZZ
240 35,455.76 1
10.830 367.44 90
10.580 367.44
XXXXXX XX 00000 5 08/05/02 23
0434523213 05 09/05/02 0
1001290822 N 08/05/22
0
8000967 W02/G02 F 38,250.00 ZZ
360 38,049.69 1
10.350 345.61 85
10.100 345.61
XXXXXXXXX XX 00000 5 08/19/02 23
0434522348 01 09/19/02 0
1001402823 N 08/19/32
0
1
8000975 W02/G02 F 42,400.00 ZZ
360 42,219.85 1
9.850 367.40 80
9.600 367.40
XXXXXXXXX XX 00000 2 08/14/02 00
0434521951 05 09/14/02 0
1001405990 N 08/14/32
0
8001083 W02/G02 F 96,000.00 ZZ
360 95,346.40 1
7.530 673.22 80
7.280 673.22
XXXXXXX XX 00000 1 08/29/02 00
0434521803 05 09/29/02 0
1001492212 O 08/29/32
0
8004177 T91/R44 F 58,500.00 ZZ
180 58,253.82 1
10.000 513.38 90
9.500 513.38
XXXXXXX XX 00000 5 08/23/02 23
0434517124 05 09/28/02 0
3609250 O 08/28/17
0
8005533 Y08/R44 F 32,055.00 ZZ
180 31,959.68 1
13.990 379.56 15
13.490 379.56
XXXXX XXXXXXXX XX 00000 1 01/11/02 00
0434608402 05 03/01/02 0
211413 O 02/01/17
0
8005557 Y08/R44 F 12,000.00 ZZ
180 11,956.88 1
12.990 132.65 15
12.490 132.65
XXXXXXXX XX 00000 1 02/28/02 00
0434608436 05 04/01/02 0
2316346 O 03/01/17
0
8005585 Y08/R44 F 15,600.00 ZZ
360 15,564.18 1
13.990 184.72 20
13.490 184.72
1
XXXXXXXX XXXX XX 00000 1 05/31/02 00
0434608451 05 07/01/02 0
2341935 O 06/01/32
0
8006075 T76/G02 F 65,250.00 ZZ
360 64,970.68 1
9.990 572.13 90
9.740 572.13
XXXXXXXXXX XX 00000 5 08/21/02 23
0434508388 05 09/26/02 0
BT9961 O 08/26/32
0
8006097 T76/G02 F 49,500.00 ZZ
360 49,281.48 1
10.390 448.73 90
10.140 448.73
XXXXX XX 00000 5 08/22/02 23
0434506788 05 09/27/02 0
XXXXXX O 08/27/32
0
8006933 T87/T87 F 66,500.00 ZZ
180 64,926.22 1
8.000 635.51 30
7.500 635.51
XXXXX XX 00000 5 08/22/02 00
8080016102 05 10/01/02 0
8080016102 O 09/01/17
0
8006953 T87/T87 F 47,200.00 ZZ
300 46,705.87 1
9.350 407.48 36
8.850 407.48
XXXXXXXXXX XX 00000 5 08/21/02 00
8080015971 05 10/01/02 0
8080015971 O 09/01/27
0
8006963 T87/T87 F 80,000.00 ZZ
180 79,751.32 1
10.750 746.79 46
10.250 746.79
XXXXX XXXX XX 00000 5 08/30/02 00
1010022751 05 10/01/02 0
1010022751 N 09/01/17
0
1
8016857 Q14/R44 F 54,000.00 ZZ
360 53,801.15 1
10.000 473.89 90
9.500 473.89
XXXXX XXXXXX XX 00000 5 08/26/02 34
0434514980 05 10/01/02 0
0208487 O 09/01/32
0
8017743 Q64/R44 F 15,250.00 ZZ
180 15,038.89 1
14.500 208.24 20
14.000 208.24
XXXXXXX XX 00000 1 08/30/02 00
0434545695 05 10/01/02 0
304525900 O 09/01/17
0
8031771 J95/G02 F 175,100.00 ZZ
360 174,104.65 1
7.875 1,269.60 85
7.625 1,269.60
XXXXXXX XX 00000 5 08/12/02 34
0434573853 05 10/01/02 0
0029934015 O 09/01/32
0
8036071 T24/R44 F 104,800.00 ZZ
360 104,456.43 1
10.500 958.65 80
10.000 958.65
XXXXX XXXXXXXX XX 00000 5 07/30/02 00
0434584280 05 10/01/02 0
0001397362 O 09/01/32
0
8037501 H76/R44 F 42,300.00 ZZ
360 42,115.03 1
9.125 344.17 90
8.625 344.17
XXXXXXXXXX XX 00000 1 08/09/02 01
0434596201 05 10/01/02 25
2002436913 O 09/01/32
0
8050985 T24/R44 F 168,790.00 ZZ
360 167,922.22 1
1
10.500 1,543.99 80
10.000 1,543.99
XXXXX XX 00000 1 07/05/02 00
0434613535 03 09/01/02 0
0001402213 O 08/01/32
0
8051663 Q64/R44 F 21,800.00 ZZ
360 21,138.16 1
14.500 266.96 20
14.000 266.96
XX XXXXXXXXXX XX 00000 1 08/30/02 00
0434626081 05 10/01/02 0
104343900 O 09/01/32
0
8063529 T76/G02 F 102,500.00 ZZ
360 101,990.72 1
8.500 788.14 88
8.250 788.14
XXXXXXXXX XX 00000 5 09/20/02 34
0434628194 05 10/25/02 0
M3943 O 09/25/32
0
8063541 T76/G02 F 80,200.00 ZZ
360 79,839.46 1
8.990 644.73 95
8.740 644.73
XXXXXXXXX XX 00000 5 09/18/02 34
0434624615 05 10/23/02 0
K4351 O 09/23/32
0
8066317 T76/G02 F 63,750.00 ZZ
360 63,469.91 1
9.800 550.05 85
9.550 550.05
XXXXXXX XX 00000 5 09/18/02 23
0434629192 05 10/23/02 0
02943 O 09/23/32
0
8070675 962/R44 F 22,800.00 ZZ
360 22,729.46 1
10.125 202.20 60
9.625 202.20
XXXXXXXX XX 00000 5 09/25/02 00
0434974234 05 11/01/02 0
1
2002594 O 10/01/32
0
8070747 737/R44 F 187,000.00 ZZ
360 186,287.33 1
9.125 1,521.49 85
8.625 1,521.49
XXXXXXX XX 00000 5 09/17/02 12
0434640751 05 11/01/02 25
2081307 N 10/01/32
0
8073119 E22/G02 F 45,600.00 ZZ
360 45,384.46 1
8.500 350.62 80
8.250 350.62
XXXX XXXXXX XX 00000 5 09/30/02 00
0414921353 05 11/01/02 0
0414921353 N 10/01/32
0
8074347 A21/R44 F 392,400.00 ZZ
360 390,270.98 1
7.375 2,710.21 72
6.875 2,710.21
XXXXXX XXXXXX XX 00000 2 09/19/02 34
0435408042 05 11/01/02 0
1 O 10/01/32
0
8076999 X10/G02 F 48,000.00 ZZ
360 47,788.00 2
8.500 369.08 75
8.250 369.08
XXXXXXX XX 00000 5 09/06/02 00
0434660064 05 11/01/02 0
50001912 N 10/01/32
0
8077429 W02/G02 F 135,000.00 ZZ
360 134,189.08 1
7.680 960.64 90
7.430 960.64
XXXXXXX XX 00000 5 09/19/02 23
0434669446 05 10/24/02 0
1001575164 O 09/24/32
0
1
8077459 W02/G02 F 42,000.00 ZZ
180 41,106.54 1
9.230 431.76 76
8.980 431.76
XXXXXXX XX 00000 5 09/23/02 00
0434756334 05 10/23/02 0
1001555604 N 09/23/17
0
8077585 W02/G02 F 58,000.00 ZZ
240 57,141.76 1
9.470 539.51 49
9.220 539.51
X XXXXXXX XX 00000 5 09/24/02 00
0434669479 05 11/01/02 0
1001560556 O 10/01/22
0
8077609 W02/G02 F 85,150.00 ZZ
360 84,251.70 1
6.500 538.21 95
6.250 538.21
XXXXXXXX XX 00000 5 09/09/02 34
0434665063 05 10/13/02 0
1001477371 O 09/13/32
0
8077631 W02/G02 F 131,840.00 ZZ
360 130,936.76 1
6.880 866.54 80
6.630 866.54
XXXXXXX XX 00000 1 09/20/02 00
0434672697 05 10/20/02 0
1001602885 O 09/20/32
0
8077651 W02/G02 F 150,000.00 ZZ
240 147,337.52 1
6.820 1,146.80 85
6.570 1,146.80
XXXX XX 00000 2 09/24/02 23
0434666269 05 10/30/02 0
1001550557 O 09/30/22
0
8077669 W02/G02 F 261,250.00 ZZ
360 259,929.05 1
8.430 1,995.85 95
8.180 1,995.85
1
XXX XXXXXXX XX 00000 5 09/13/02 23
0434669404 05 10/18/02 0
1001215531 O 09/18/32
0
8077755 W02/G02 F 62,400.00 ZZ
360 62,037.14 1
7.980 457.00 80
7.730 457.00
XXXXX XXXXXX XX 00000 1 09/12/02 00
0434671970 05 10/12/02 0
1001545225 O 09/12/32
0
8080071 T87/T87 F 100,000.00 ZZ
168 97,390.54 1
8.662 1,029.31 25
8.162 1,029.31
XXX XX 00000 5 09/19/02 00
6100001415 05 11/01/02 0
6100001415 O 10/01/16
0
8080117 T87/T87 F 76,000.00 ZZ
240 75,239.50 1
9.550 710.91 45
9.050 710.91
XXXX XXXXXXXX XX 00000 5 09/09/02 00
7000003060 05 11/01/02 0
7000003060 O 10/01/22
0
8080131 T87/T87 F 111,500.00 ZZ
300 110,986.59 1
10.950 1,088.80 46
10.450 1,088.80
XXXXXXXXXXX XX 00000 5 09/09/02 00
7000002953 05 11/01/02 0
7000002953 O 10/01/27
0
8085395 Y08/R44 F 90,100.00 ZZ
360 89,744.85 1
9.625 765.84 85
9.125 765.84
XXXXXXX XX 00000 2 08/30/02 23
0434675807 05 10/01/02 0
360443 O 09/01/32
0
1
8094481 196/G02 F 200,700.00 ZZ
360 199,638.19 1
7.875 1,455.22 90
7.625 1,455.22
XXXXXXX XX 00000 5 09/17/02 01
0434762985 01 11/01/02 25
1562705 O 10/01/32
0
8097757 W02/G02 F 453,700.00 ZZ
360 450,245.51 1
6.600 2,897.60 56
6.350 2,897.60
XXXXXX XXXXXX XX 00000 2 09/13/02 34
0434680591 05 10/18/02 0
1001429538 O 09/18/32
0
8097777 W02/R44 F 19,022.00 ZZ
180 14,244.01 1
13.350 215.64 20
12.850 215.64
XXXXX XXXXX XX 00000 1 09/26/02 00
0434683520 03 11/01/02 0
1001548294 O 10/01/17
0
8097779 W02/R44 F 19,400.00 ZZ
180 19,309.08 1
13.350 219.93 20
12.850 219.93
XXXXXXX XX 00000 5 09/25/02 00
0434683397 05 11/01/02 0
1001595733 O 10/01/17
0
8100831 E22/R44 F 23,000.00 ZZ
360 22,934.32 1
10.500 210.39 46
10.000 210.39
XXXXXXX XX 00000 5 09/20/02 00
0414995415 05 11/01/02 0
0414995415 O 10/01/32
0
8101437 Y08/R44 F 86,400.00 ZZ
360 86,043.44 1
1
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1
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1
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8453647 T87/T87 F 125,000.00 ZZ
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8453655 T87/T87 F 295,200.00 ZZ
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1
8453669 T87/T87 F 147,050.00 ZZ
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0
8453673 T87/T87 F 132,000.00 ZZ
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0
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0
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0
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0
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8463043 T38/G02 F 200,000.00 ZZ
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8463089 T38/G02 F 157,700.00 ZZ
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8463153 T38/G02 F 195,750.00 ZZ
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8463155 T38/R44 F 280,000.00 ZZ
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8463159 T38/G02 F 127,500.00 ZZ
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8463179 T38/G02 F 229,600.00 ZZ
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8463185 T38/G02 F 100,800.00 ZZ
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8463189 T38/R44 F 68,000.00 ZZ
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8463191 T38/G02 F 285,000.00 ZZ
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8463209 T38/G02 F 374,850.00 ZZ
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8463211 T38/G02 F 209,950.00 ZZ
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8463215 T38/R44 F 62,000.00 ZZ
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8463217 T38/G02 F 121,500.00 ZZ
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8463219 T38/R44 F 72,000.00 ZZ
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8463237 T38/R44 F 75,000.00 ZZ
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8463259 T38/R44 F 144,000.00 ZZ
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8463271 T38/G02 F 84,000.00 ZZ
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8463273 T38/R44 F 132,150.00 ZZ
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8463281 T38/R44 F 155,000.00 ZZ
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8463287 T38/R44 F 178,000.00 ZZ
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8463303 T38/R44 F 117,000.00 ZZ
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8463305 T38/G02 F 195,300.00 ZZ
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8463327 T38/G02 F 150,000.00 ZZ
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8463329 T38/G02 F 130,550.00 ZZ
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8463331 T38/R44 F 235,800.00 ZZ
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8463335 T38/R44 F 215,000.00 ZZ
180 207,076.10 1
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8463341 T38/R44 F 112,250.00 ZZ
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8463345 T38/G02 F 172,000.00 ZZ
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8463353 T38/R44 F 113,000.00 ZZ
360 112,706.48 1
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8463375 T38/R44 F 127,500.00 ZZ
360 127,175.21 1
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8463377 T38/G02 F 192,000.00 ZZ
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0435447776 05 03/01/03 0
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8463391 T38/R44 F 88,000.00 ZZ
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8481437 T87/T87 F 20,000.00 ZZ
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8481623 T87/T87 F 90,000.00 ZZ
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WATERBURY CT 06706 5 02/21/03 00
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360 134,848.84 1
8.900 1,076.55 90
8.400 1,076.55
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6.490 592.19
PORT ST LUCIE FL 34952 1 02/28/03 23
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3030025246 O 03/01/33
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PORT ST LUCIE FL 34953 5 02/21/03 00
3030025386 03 04/01/03 0
3030025386 O 03/01/33
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BROOKSVILLE FL 34604 1 02/25/03 23
3030025452 05 04/01/03 0
3030025452 O 03/01/33
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360 109,851.83 1
8.000 807.15 80
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LAKE WORTH FL 33462 1 02/28/03 00
3030025501 05 04/01/03 0
3030025501 O 03/01/33
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1
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360 94,359.75 1
7.750 677.01 90
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LAKE WORTH FL 33463 5 02/24/03 23
7000004841 07 04/01/03 0
7000004841 O 03/01/33
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360 172,647.96 1
8.550 1,335.25 80
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DELAND FL 32724 1 02/28/03 00
8080016365 03 04/01/03 0
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360 40,439.09 1
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HARVEY IL 60426 1 02/28/03 23
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2020029551 N 03/01/33
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360 332,266.24 3
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CHICAGO IL 60622 5 02/21/03 00
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2020029612 O 03/01/33
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CHICAGO IL 60621 5 02/21/03 23
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8481733 E65/G02 F 242,000.00 ZZ
360 241,657.29 1
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LAPEER MI 48446 5 02/14/03 34
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256004 O 03/01/33
0
8481735 T87/T87 F 112,500.00 ZZ
360 112,257.56 1
6.950 744.70 75
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INDIANAPOLIS IN 46239 5 02/18/03 00
2020029496 05 04/01/03 0
2020029496 N 03/01/33
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8481739 T87/T87 F 90,250.00 ZZ
360 90,139.13 1
8.450 690.75 95
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SCOTTSBURG IN 47170 5 02/13/03 23
3030025014 05 04/01/03 0
3030025014 O 03/01/33
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8481743 T87/T87 F 104,000.00 ZZ
360 103,830.66 2
7.050 695.42 80
6.550 695.42
COVINGTON KY 41011 5 02/21/03 00
3030025099 05 04/01/03 0
3030025099 N 03/01/33
0
8481747 T87/T87 F 147,250.00 ZZ
360 147,003.09 1
6.900 969.79 95
6.400 969.79
SHEPHERDSVILLE KY 40165 5 02/17/03 23
3030025178 05 04/01/03 0
3030025178 O 03/01/33
0
1
8481751 T87/T87 F 166,400.00 ZZ
360 165,890.11 1
6.375 1,038.12 80
5.875 1,038.12
LEXINGTON KY 40502 5 02/11/03 00
3030025186 05 04/01/03 0
3030025186 O 03/01/33
0
8481755 T87/T87 F 54,000.00 ZZ
360 53,928.02 1
8.050 398.12 90
7.550 398.12
LOUISVILLE KY 40215 1 02/27/03 23
3030025321 05 04/01/03 0
3030025321 N 03/01/33
0
8481761 T87/T87 F 58,500.00 ZZ
360 58,433.81 1
8.850 464.41 90
8.350 464.41
BATON ROUGE LA 70811 5 02/11/03 23
3030025146 05 04/01/03 0
3030025146 O 03/01/33
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8481765 T87/T87 F 229,500.00 ZZ
360 229,234.95 1
8.750 1,805.48 90
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BATON ROUGE LA 70815 5 02/21/03 23
3030025153 05 04/01/03 0
3030025153 O 03/01/33
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8481769 T87/T87 F 82,400.00 ZZ
360 82,273.57 1
7.350 567.72 80
6.850 567.72
SPRINGFIELD MA 01118 5 02/18/03 00
1010024686 05 04/01/03 0
1010024686 O 03/01/33
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8481773 T87/T87 F 320,000.00 ZZ
360 319,304.44 1
1
5.550 1,826.98 80
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STOUGHTON MA 02072 2 02/13/03 00
1010025057 05 04/01/03 0
1010025057 O 03/01/33
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8481777 T87/T87 F 227,920.00 ZZ
360 227,522.56 1
6.700 1,470.72 80
6.200 1,470.72
MIDDLEBORO MA 02346 1 02/28/03 00
1010025077 05 04/01/03 0
1010025077 O 03/01/33
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8481781 T87/T87 F 230,000.00 ZZ
360 229,633.51 1
8.125 1,707.75 93
7.625 1,707.75
EAST BRIDGEWATE MA 02333 5 02/13/03 23
1010025150 05 04/01/03 0
1010025150 O 03/01/33
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8481789 T87/T87 F 211,500.00 ZZ
360 211,057.30 1
5.750 1,234.26 53
5.250 1,234.26
MASHPEE MA 02649 2 02/21/03 00
1010025234 05 04/01/03 0
1010025234 O 03/01/33
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8481793 T87/T87 F 111,350.00 ZZ
360 111,175.73 1
7.250 759.61 85
6.750 759.61
SPRINGFIELD MA 01118 1 02/28/03 23
1010025258 05 04/01/03 0
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8481797 T87/T87 F 150,000.00 ZZ
360 149,612.95 1
5.990 898.37 47
5.490 898.37
DUNSTABLE MA 01827 2 02/24/03 00
1010025301 05 04/01/03 0
1
1010025301 O 03/01/33
0
8481801 T87/T87 F 393,750.00 ZZ
360 393,022.20 2
6.400 2,462.93 90
5.900 2,462.93
BRIGHTON MA 02135 1 02/28/03 23
1010025306 05 04/01/03 0
1010025306 N 03/01/33
0
8481807 T87/T87 F 90,000.00 ZZ
360 89,875.07 1
7.850 651.01 50
7.350 651.01
WARE MA 01082 5 02/22/03 00
1010025333 05 04/01/03 0
1010025333 O 03/01/33
0
8481811 T87/T87 F 126,000.00 ZZ
360 125,793.17 1
8.400 959.92 84
7.900 959.92
DARLINGTON MD 21034 5 02/13/03 23
1010024857 05 04/01/03 0
1010024857 O 03/01/33
0
8481815 T87/T87 F 200,000.00 ZZ
360 199,756.82 1
8.500 1,537.83 81
8.000 1,537.83
BOWIE MD 20716 5 02/24/03 23
1010025075 05 04/01/03 0
1010025075 O 03/01/33
0
8481823 T87/T87 F 87,500.00 ZZ
360 87,382.17 1
8.000 642.05 70
7.500 642.05
CASCADE MD 21719 5 02/17/03 00
1010025103 05 04/01/03 0
1010025103 O 03/01/33
0
1
8481827 T87/T87 F 68,400.00 ZZ
360 68,319.35 1
8.650 533.23 90
8.150 533.23
BALTIMORE MD 21229 5 02/24/03 23
1010025277 07 04/01/03 0
1010025277 O 03/01/33
0
8481831 T87/T87 F 342,000.00 ZZ
360 341,575.54 1
8.400 2,605.49 89
7.900 2,605.49
GERMANTOWN MD 20874 5 02/24/03 23
1010025337 09 04/01/03 0
1010025337 O 03/01/33
0
8481837 T87/T87 F 117,500.00 ZZ
360 117,337.33 1
7.862 850.94 73
7.362 850.94
BALTIMORE MD 21230 5 02/24/03 00
7000004646 07 04/01/03 0
7000004646 O 03/01/33
0
8481841 T87/T87 F 55,200.00 ZZ
360 55,139.77 1
9.025 445.15 80
8.525 445.15
SOUTHAVEN MS 38671 5 02/11/03 00
6000012956 05 04/01/03 0
6000012956 O 03/01/33
0
8481847 T87/T87 F 81,000.00 ZZ
360 80,888.43 1
7.887 588.01 72
7.387 588.01
TROY MT 59935 5 02/24/03 00
6000013519 05 04/01/03 0
6000013519 O 03/01/33
0
8481853 T87/T87 F 85,000.00 ZZ
360 84,904.83 1
8.900 677.83 85
8.400 677.83
1
BILLINGS MT 59101 5 02/20/03 23
6000014044 05 04/01/03 0
6000014044 N 03/01/33
0
8481859 T87/T87 F 115,200.00 ZZ
360 114,971.51 1
7.350 793.70 80
6.850 793.70
CONCORD NC 28027 1 02/24/03 00
3030025158 09 04/01/03 0
3030025158 O 03/01/33
0
8481861 T87/T87 F 91,800.00 ZZ
360 91,623.29 1
8.837 727.94 85
8.337 727.94
GASTONIA NC 28054 5 02/14/03 23
3030025275 05 04/01/03 0
3030025275 O 03/01/33
0
8481867 T87/T87 F 236,800.00 ZZ
360 236,391.07 1
6.750 1,535.89 79
6.250 1,535.89
ASHEVILLE NC 28803 1 02/27/03 00
3030025439 05 04/01/03 0
3030025439 O 03/01/33
0
8481871 T87/T87 F 216,750.00 ZZ
360 216,441.65 1
7.727 1,549.46 85
7.227 1,549.46
MEBANE NC 27302 5 02/12/03 23
6100001666 05 04/01/03 0
6100001666 O 03/01/33
0
8481875 T87/T87 F 212,500.00 ZZ
360 212,091.78 1
6.200 1,301.50 85
5.700 1,301.50
SANDOWN NH 03873 5 02/13/03 23
1010025169 05 04/01/03 0
1010025169 O 03/01/33
0
1
8481883 T87/T87 F 350,000.00 ZZ
360 349,365.47 1
6.500 2,212.24 42
6.000 2,212.24
LACONIA NH 03246 5 02/24/03 00
1010025328 05 04/01/03 0
1010025328 O 03/01/33
0
8481887 T87/T87 F 86,500.00 ZZ
360 86,372.48 1
7.550 607.79 50
7.050 607.79
WALPOLE NH 03608 1 02/26/03 00
7000004733 05 04/01/03 0
7000004733 O 03/01/33
0
8481889 T87/T87 F 112,500.00 ZZ
360 112,266.64 1
8.650 877.02 90
8.150 877.02
SICKLERVILLE NJ 08081 2 02/13/03 23
1010024925 05 04/01/03 0
1010024925 O 03/01/33
0
8481895 T87/T87 F 194,000.00 ZZ
360 193,614.73 1
8.100 1,437.06 67
7.600 1,437.06
EAST RUTHERFORD NJ 07073 5 02/21/03 00
7000004738 05 03/26/03 0
7000004738 O 02/26/33
0
8481899 T87/T87 F 175,100.00 ZZ
360 174,687.71 1
7.250 1,194.50 85
6.750 1,194.50
PAWLING NY 12564 1 01/28/03 23
1010024864 07 03/01/03 0
1010024864 O 02/01/33
0
8481911 T87/T87 F 284,000.00 ZZ
360 283,609.80 1
1
7.900 2,064.13 80
7.400 2,064.13
WHITE PLAINS NY 10603 5 02/10/03 00
1010025099 05 04/01/03 0
1010025099 O 03/01/33
0
8481915 T87/T87 F 189,000.00 ZZ
360 188,652.03 1
6.800 1,232.14 90
6.300 1,232.14
POUGHKEEPSIE NY 12603 5 02/11/03 23
1010025101 05 04/01/03 0
1010025101 O 03/01/33
0
8481919 T87/T87 F 192,950.00 ZZ
360 192,629.62 1
6.950 1,277.23 85
6.450 1,277.23
BAYSHORE NY 11706 5 02/14/03 23
1010025155 05 04/01/03 0
1010025155 O 03/01/33
0
8481921 T87/T87 F 380,000.00 ZZ
360 379,294.23 1
6.750 2,464.68 80
6.250 2,464.68
MILLER PLACE NY 11764 5 02/20/03 00
1010025182 05 04/01/03 0
1010025182 O 03/01/33
0
8481925 T87/T87 F 130,000.00 ZZ
360 129,764.32 1
6.500 821.69 65
6.000 821.69
WALLKILL NY 12589 5 02/12/03 00
6100001668 05 04/01/03 0
6100001668 O 03/01/33
0
8481927 U75/G02 F 67,500.00 ZZ
360 67,411.38 1
8.125 501.19 90
7.875 501.19
INDIANAPOLIS IN 46226 1 02/06/03 34
0435472238 05 04/01/03 0
1
004526 N 03/01/33
0
8481931 T87/T87 F 228,000.00 ZZ
360 227,547.98 1
7.250 1,555.37 80
6.750 1,555.37
STATEN ISLAND NY 10310 5 02/12/03 00
6100001718 05 04/01/03 0
6100001718 O 03/01/33
0
8481935 T87/T87 F 29,600.00 ZZ
360 29,569.83 2
9.350 245.66 80
8.850 245.66
BUFFALO NY 14207 1 02/20/03 00
7000004430 05 04/01/03 0
7000004430 N 03/01/33
0
8481939 T87/T87 F 178,000.00 ZZ
360 177,772.20 1
8.250 1,337.26 68
7.750 1,337.26
MOUNT VERNON NY 10553 5 02/15/03 00
7000004704 05 04/01/03 0
7000004704 O 03/01/33
0
8481941 T87/T87 F 546,250.00 ZZ
360 545,511.17 1
9.950 4,773.57 95
9.450 4,773.57
SCARSDALE NY 10583 5 02/21/03 23
7000004772 05 03/26/03 0
7000004772 O 02/26/33
0
8481943 T87/T87 F 168,000.00 ZZ
360 167,721.03 1
6.950 1,112.08 47
6.450 1,112.08
ISLAND PARK NY 11558 5 02/23/03 00
7000004795 05 04/01/03 0
7000004795 O 03/01/33
0
1
8481945 T87/T87 F 215,500.00 ZZ
360 215,028.19 1
6.250 1,326.88 72
5.750 1,326.88
WAYNESVILLE OH 45068 5 02/17/03 00
2020029682 05 04/01/03 0
2020029682 O 03/01/33
0
8481947 T87/T87 F 114,300.00 ZZ
360 114,161.01 1
8.500 878.87 90
8.000 878.87
COLUMBUS OH 43224 5 02/18/03 23
2020029688 05 04/01/03 0
2020029688 O 03/01/33
0
8481949 T87/T87 F 32,000.00 ZZ
360 31,866.93 2
9.400 266.75 80
8.900 266.75
YOUNGSTOWN OH 44511 5 02/24/03 00
2020029703 05 04/01/03 0
2020029703 N 03/01/33
0
8481951 T87/T87 F 188,000.00 ZZ
360 187,668.95 1
6.650 1,206.90 80
6.150 1,206.90
WESTERVILLE OH 43082 5 02/24/03 00
2020029767 05 04/01/03 0
2020029767 O 03/01/33
0
8481953 T87/T87 F 156,000.00 ZZ
360 155,753.44 1
7.200 1,058.91 80
6.700 1,058.91
EDMOND OK 73034 5 02/17/03 00
2020029548 09 04/01/03 0
2020029548 O 03/01/33
0
8481955 T87/T87 F 205,000.00 ZZ
360 204,740.32 1
8.300 1,547.31 90
7.800 1,547.31
1
OKLAHOMA CITY OK 73162 5 02/19/03 23
2020029586 09 04/01/03 0
2020029586 O 03/01/33
0
8481963 T87/T87 F 167,000.00 ZZ
360 166,697.23 1
6.500 1,055.56 67
6.000 1,055.56
BEND OR 97702 5 02/14/03 00
4040010836 05 04/01/03 0
4040010836 O 03/01/33
0
8481971 T87/T87 F 268,000.00 ZZ
360 267,567.96 1
7.100 1,801.05 76
6.600 1,801.05
KUTZTOWN PA 19530 5 02/24/03 00
6000014557 05 04/01/03 0
6000014557 O 03/01/33
0
8481973 T87/T87 F 117,000.00 ZZ
360 116,864.88 1
8.750 920.44 78
8.250 920.44
BRISTOL PA 19007 5 02/22/03 00
7000004337 05 04/01/03 0
7000004337 O 03/01/33
0
8481979 T87/T87 F 174,930.00 ZZ
360 174,749.82 3
9.300 1,445.45 70
8.800 1,445.45
WEST WARWICK RI 02893 1 02/27/03 00
1010024999 05 04/01/03 0
1010024999 N 03/01/33
0
8481983 T87/T87 F 169,600.00 ZZ
360 169,369.32 1
7.950 1,238.56 80
7.450 1,238.56
SMITHFIELD RI 02828 5 02/13/03 00
1010025009 05 04/01/03 0
1010025009 O 03/01/33
0
1
8481985 T87/T87 F 93,500.00 ZZ
360 93,377.87 2
8.150 695.88 70
7.650 695.88
WEST WARWICK RI 02893 5 02/21/03 00
1010025194 05 04/01/03 0
1010025194 N 03/01/33
0
8481987 T87/T87 F 142,200.00 ZZ
360 142,016.15 1
8.200 1,063.31 90
7.700 1,063.31
COLUMBIA SC 29206 5 02/17/03 23
3030025295 05 04/01/03 0
3030025295 O 03/01/33
0
8481989 T87/T87 F 57,600.00 ZZ
360 57,510.75 1
7.300 394.89 80
6.800 394.89
FOUNTAIN INN SC 29644 1 02/21/03 00
3030025368 05 04/01/03 0
3030025368 O 03/01/33
0
8481991 T87/T87 F 122,320.00 ZZ
360 122,080.46 1
6.100 741.26 80
5.600 741.26
PIEDMONT SC 29673 1 02/21/03 00
3030025391 05 04/01/03 0
3030025391 O 03/01/33
0
8481993 T87/T87 F 77,400.00 ZZ
360 77,283.58 1
7.450 538.55 90
6.950 538.55
HOPKINS SC 29061 5 02/25/03 23
3030025444 05 04/01/03 0
3030025444 N 03/01/33
0
8481995 T87/T87 F 248,400.00 ZZ
360 247,949.66 1
1
6.500 1,570.06 90
6.000 1,570.06
SIOUX FALLS SD 57108 5 02/11/03 23
2020029623 05 04/01/03 0
2020029623 O 03/01/33
0
8481999 T87/T87 F 78,400.00 ZZ
360 78,310.38 1
8.800 619.58 80
8.300 619.58
RUSSELLVILLE TN 37860 5 02/21/03 00
3030024974 05 04/01/03 0
3030024974 O 03/01/33
0
8482001 T87/T87 F 169,000.00 ZZ
360 168,770.14 1
7.950 1,234.18 83
7.450 1,234.18
HERMITAGE TN 37076 5 02/11/03 23
3030025154 09 04/01/03 0
3030025154 O 03/01/33
0
8482003 T87/T87 F 112,000.00 ZZ
360 111,782.76 1
6.150 682.34 80
5.650 682.34
MEMPHIS TN 38107 5 02/24/03 00
3030025193 05 04/01/03 0
3030025193 O 03/01/33
0
8482005 T87/T87 F 124,000.00 ZZ
360 123,772.99 1
6.450 779.70 80
5.950 779.70
COOKEVILLE TN 38501 5 02/13/03 00
3030025297 05 04/01/03 0
3030025297 O 03/01/33
0
8482007 T87/T87 F 58,500.00 ZZ
360 58,420.42 1
7.950 427.22 75
7.450 427.22
NASHVILLE TN 37216 5 02/21/03 00
3030025313 05 04/01/03 0
1
3030025313 N 03/01/33
0
8482011 T87/T87 F 86,800.00 ZZ
360 86,664.17 1
7.250 592.13 80
6.750 592.13
ELIZABETHTON TN 37643 1 02/26/03 00
3030025331 05 04/01/03 0
3030025331 O 03/01/33
0
8482013 T87/T87 F 60,800.00 ZZ
360 60,716.46 1
7.900 441.90 80
7.400 441.90
WAVERLY TN 37185 5 02/20/03 00
3030025362 05 04/01/03 0
3030025362 O 03/01/33
0
8482015 T87/T87 F 87,200.00 ZZ
360 87,068.85 1
7.450 606.74 80
6.950 606.74
MURFREESBORO TN 37129 5 02/24/03 00
3030025377 05 04/01/03 0
3030025377 O 03/01/33
0
8482017 T87/T87 F 184,000.00 ZZ
360 183,694.47 1
6.950 1,217.99 80
6.450 1,217.99
FRANKLIN TN 37067 5 02/24/03 00
3030025392 05 04/01/03 0
3030025392 O 03/01/33
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360 173,971.85 1
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3030025412 05 04/01/03 0
3030025412 O 03/01/33
0
8482031 T87/T87 F 113,000.00 ZZ
360 112,853.90 1
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7.700 844.97
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3030025426 05 04/01/03 0
3030025426 O 03/01/33
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8482037 T87/T87 F 136,800.00 ZZ
360 136,606.26 1
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3030025455 05 04/01/03 0
3030025455 O 03/01/33
0
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360 135,747.06 1
8.875 1,081.28 90
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0435451356 05 04/01/03 0
23492 O 03/01/33
0
8482045 T87/T87 F 75,200.00 ZZ
360 75,064.97 1
6.550 477.80 80
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3030025550 09 04/01/03 0
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360 205,699.35 1
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0435452354 05 04/01/03 0
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8482079 T87/T87 F 374,000.00 ZZ
312 373,075.57 1
6.500 2,486.80 59
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1
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YUKON OK 73099 5 02/24/03 00
6000014305 05 04/01/03 0
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8482183 T87/T87 F 70,000.00 ZZ
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LYME CT 06371 5 02/19/03 00
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EDGEFIELD SC 29824 5 02/17/03 00
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CEDAR LAKE IN 46303 5 02/18/03 00
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180 52,624.60 1
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TOLEDO OH 43605 5 02/13/03 23
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SCOTTSDALE AZ 85250 5 02/14/03 00
4040010784 05 04/01/03 0
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1
10.150 529.66 20
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SANDY UT 84093 5 02/24/03 00
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RENO NV 89506 5 02/21/03 00
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PHOENIX AZ 85032 1 02/05/03 00
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BETHEL CT 06801 1 02/13/03 00
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STOUGHTON MA 02072 2 02/13/03 00
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WESTFORD MA 01886 1 02/12/03 00
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HAWK POINT MO 63349 1 02/14/03 00
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PORTLAND OR 97206 2 02/13/03 34
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HOPEWELL VA 23860 1 02/28/03 34
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360 65,387.03 1
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ST. LOUIS MO 63121 5 02/20/03 34
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360 95,891.96 1
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WATERLOO IN 46793 5 02/24/03 34
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360 87,435.07 1
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MUSKEGON MI 49445 5 02/24/03 34
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8484059 E22/R44 F 203,000.00 ZZ
360 202,753.19 1
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JUPITER FL 33478 5 02/24/03 00
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360 29,713.83 1
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ELKHART IN 46516 1 02/28/03 34
0416110138 05 04/01/03 0
0416110138 O 03/01/33
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8484121 E22/G02 F 125,000.00 ZZ
360 124,810.90 1
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PLACITAS NM 87043 1 02/27/03 00
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0416129104 O 03/01/33
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8484133 E22/G02 F 103,200.00 ZZ
360 103,057.49 4
7.875 748.27 80
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AKRON OH 44305 5 02/28/03 34
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8484135 E22/G02 F 85,100.00 ZZ
360 84,846.52 1
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HOUSTON TX 77008 1 02/28/03 34
0416171239 05 04/01/03 0
0416171239 O 03/01/33
0
8484147 E22/G02 F 75,600.00 ZZ
360 75,510.41 1
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CINCINNATI OH 45206 1 02/28/03 23
0416179430 05 04/01/03 0
0416179430 N 03/01/33
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8484173 E22/R44 F 80,000.00 ZZ
360 79,890.34 1
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LIMA OH 45801 5 02/24/03 34
0416192524 05 04/01/03 0
1
0416192524 O 03/01/33
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8484239 E22/G02 F 83,600.00 ZZ
360 83,503.45 1
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CYPRESS TX 77433 1 02/27/03 34
0416247138 03 04/01/03 0
0416247138 O 03/01/33
0
8484291 Y08/R44 F 72,000.00 ZZ
360 71,172.43 1
7.500 503.43 83
7.000 503.43
EULESS TX 76039 2 02/12/03 23
0435456090 05 04/01/03 0
51087 O 03/01/33
0
8484293 Y08/R44 F 32,000.00 ZZ
180 31,957.18 1
10.000 280.82 80
9.500 280.82
EDINBURG TX 78539 1 01/22/03 00
0435459953 05 03/01/03 0
314483 O 02/01/18
0
8484295 Y08/R44 F 56,000.00 ZZ
360 55,950.25 1
10.000 491.44 80
9.500 491.44
WHITESBORO TX 76273 1 02/06/03 00
0435460043 05 04/01/03 0
314605 O 03/01/33
0
8484297 Y08/R44 F 68,233.00 ZZ
360 68,120.35 1
9.000 549.02 89
8.500 549.02
EDMOND OK 73013 2 01/15/03 23
0435456074 07 03/01/03 0
319969 O 02/01/33
0
1
8484299 Y08/R44 F 50,000.00 ZZ
360 49,795.33 1
8.000 366.88 84
7.500 366.88
LUGOFF SC 29078 1 10/25/02 23
0435459003 05 12/01/02 0
323195 O 11/01/32
0
8484301 Y08/R44 F 62,050.00 ZZ
360 61,952.74 1
9.250 510.47 85
8.750 510.47
NASHVILLE TN 37207 1 01/17/03 23
0435499561 05 03/01/03 0
324978 O 02/01/33
0
8484303 Y08/R44 F 58,400.00 ZZ
360 58,264.13 1
8.750 459.43 80
8.250 459.43
OLD HICKORY TN 37138 2 12/10/02 00
0435454194 05 02/01/03 0
328843 O 01/01/33
0
8484305 Y08/R44 F 127,500.00 ZZ
360 127,367.29 1
9.250 1,048.91 85
8.750 1,048.91
CHATTANOOGA TN 37421 1 02/10/03 23
0435460324 05 04/01/03 0
328986 O 03/01/33
0
8484307 Y08/R44 F 86,700.00 ZZ
360 86,541.31 1
8.500 666.65 87
8.000 666.65
ASHLAND CITY TN 37015 1 01/09/03 23
0435463286 05 03/01/03 0
328997 O 02/01/33
0
8484309 Y08/R44 F 63,000.00 ZZ
360 62,910.79 1
7.750 451.34 90
7.250 451.34
1
TELLICO PLAINS TN 37385 2 02/05/03 23
0435498886 05 04/01/03 0
329050 O 03/01/33
0
8484311 Y08/R44 F 75,200.00 ZZ
360 75,117.35 1
8.990 604.54 80
8.490 604.54
HARTSVILLE TN 37074 1 02/21/03 00
0435542097 05 04/01/03 0
329111 O 03/01/33
0
8484313 Y08/R44 F 92,565.00 ZZ
360 92,480.54 1
9.875 803.79 85
9.375 803.79
MURFREESBORO TN 37129 1 02/07/03 23
0435459748 05 04/01/03 0
329197 O 03/01/33
0
8484315 Y08/R44 F 129,200.00 ZZ
360 129,017.05 1
7.750 925.60 85
7.250 925.60
NASHVILLE TN 37211 1 02/07/03 23
0435496625 05 04/01/03 0
329232 O 03/01/33
0
8484317 Y08/R44 F 99,552.00 ZZ
360 99,437.02 1
8.750 783.18 82
8.250 783.18
LAKELAND FL 33809 5 02/19/03 23
0435451281 05 04/01/03 0
329241 O 03/01/33
0
8484319 Y08/R44 F 58,500.00 ZZ
360 58,418.32 1
7.875 424.17 90
7.375 424.17
LAKE WALES FL 33853 2 02/18/03 23
0435451935 05 04/01/03 0
329262 O 03/01/33
0
1
8484321 Y08/R44 F 68,000.00 ZZ
360 67,854.51 1
10.500 622.02 80
10.000 622.02
ATHENS TN 37303 1 02/20/03 00
0435548367 05 04/01/03 0
329311 O 03/01/33
0
8484323 Y08/R44 F 97,750.00 ZZ
360 97,658.43 1
9.750 839.82 85
9.250 839.82
CALHOUN TN 37309 5 02/19/03 23
0435459615 05 04/01/03 0
329328 O 03/01/33
0
8484325 Y08/R44 F 49,560.00 ZZ
180 49,466.94 1
8.375 376.69 80
7.875 376.69
RICHMOND VA 23224 1 01/30/03 00
0435473038 05 03/01/03 0
333709 O 02/01/18
0
8484327 Y08/R44 F 42,500.00 ZZ
180 42,441.58 1
9.875 369.05 50
9.375 369.05
NORFOLK VA 23513 5 01/31/03 00
0435542055 05 03/01/03 0
333959 N 02/01/18
0
8484329 Y08/R44 F 76,704.00 ZZ
360 76,608.31 1
8.375 583.01 82
7.875 583.01
JACKSONVILLE FL 32210 5 02/17/03 23
0435473582 05 04/01/03 0
334296 O 03/01/33
0
8484331 Y08/R44 F 64,640.00 ZZ
360 64,557.28 1
1
8.250 485.62 81
7.750 485.62
MAGNOLIA TX 77355 5 02/14/03 23
0435449707 05 04/01/03 0
344835 N 03/01/33
0
8484333 Y08/R44 F 54,000.00 ZZ
180 53,937.63 1
8.750 424.82 90
8.250 424.82
DERBY KS 67037 5 02/10/03 23
0435451448 05 04/01/03 0
348706 O 03/01/18
0
8484335 Y08/R44 F 124,482.00 ZZ
360 124,173.48 1
6.990 827.35 83
6.490 827.35
TACOMA WA 98409 5 01/27/03 23
0435473707 05 03/01/03 0
348754 O 02/01/33
0
8484337 Y08/R44 F 129,600.00 ZZ
180 129,472.00 1
9.500 1,089.75 90
9.000 1,089.75
COLUMBUS GROVE OH 45830 2 02/14/03 23
0435451000 05 04/01/03 0
348805 O 03/01/18
0
8484339 Y08/R44 F 207,000.00 ZZ
360 206,706.87 1
7.750 1,482.97 89
7.250 1,482.97
LAKEWOOD CO 80232 2 02/10/03 23
0435456165 05 04/01/03 0
354419 O 03/01/33
0
8484343 Y08/R44 F 38,400.00 ZZ
180 38,200.82 1
9.250 395.21 80
8.750 395.21
ODON IN 47562 5 02/07/03 00
0435454897 05 04/01/03 0
1
354800 O 03/01/18
0
8484345 Y08/R44 F 68,800.00 ZZ
360 68,694.97 1
9.375 572.24 80
8.875 572.24
BELLINGHAM WA 98225 1 01/30/03 00
0435459094 01 03/01/03 0
354898 O 02/01/33
0
8484347 Y08/R44 F 146,599.00 ZZ
360 146,434.01 1
8.875 1,166.41 85
8.375 1,166.41
AUSTIN TX 78747 1 02/07/03 23
0435541875 03 04/01/03 0
357173 O 03/01/33
0
8484349 Y08/R44 F 105,000.00 ZZ
360 104,685.34 1
7.500 734.18 83
7.000 734.18
FRIENDSHIP TN 38034 2 12/13/02 23
0435474564 05 02/01/03 0
50529 O 01/01/33
0
8484351 Y08/R44 F 111,000.00 ZZ
360 110,826.29 1
7.250 757.22 86
6.750 757.22
ROCKPORT TX 78382 2 02/12/03 23
0435450598 05 04/01/03 0
50920 O 03/01/33
0
8484353 Y08/R44 F 128,550.00 ZZ
360 127,394.87 1
7.250 876.94 75
6.750 876.94
KYLE TX 78640 2 02/04/03 00
0435447669 05 04/01/03 0
50994 O 03/01/33
0
1
8484355 Y08/R44 F 148,750.00 ZZ
360 148,477.74 1
8.500 1,143.76 85
8.000 1,143.76
HUNTSVILLE AL 35806 2 01/15/03 23
0435463252 05 03/01/03 0
51013 O 02/01/33
0
8484357 Y08/R44 F 285,000.00 ZZ
360 284,151.67 1
7.990 2,089.24 78
7.490 2,089.24
IGNACIO CO 81137 5 02/11/03 00
0435450895 05 04/01/03 0
51024 O 03/01/33
0
8484359 Y08/R44 F 68,000.00 ZZ
360 67,893.58 1
7.250 463.88 80
6.750 463.88
CHATTANOOGA TN 37412 2 01/31/03 00
0435451745 05 04/01/03 0
51040 O 03/01/33
0
8484361 Y08/R44 F 157,250.00 ZZ
360 156,978.46 1
6.750 1,019.92 85
6.250 1,019.92
MCKINNEY TX 75070 2 02/07/03 23
0435450564 03 04/01/03 0
51071 O 03/01/33
0
8484363 Y08/R44 F 92,000.00 ZZ
360 91,863.01 1
7.500 643.28 81
7.000 643.28
ARLINGTON TX 76018 2 02/06/03 23
0435450770 05 04/01/03 0
51079 O 03/01/33
0
8484365 Y08/R44 F 105,774.00 ZZ
180 105,654.96 1
8.875 841.59 87
8.375 841.59
1
GOOCHLAND VA 23063 2 02/05/03 23
0435458757 05 04/01/03 0
334378 O 03/01/18
0
8484367 Y08/R44 F 73,000.00 ZZ
360 72,917.85 1
8.875 580.82 66
8.375 580.82
JACKSONVILLE FL 32216 5 02/17/03 00
0435453808 05 04/01/03 0
334490 O 03/01/33
0
8484369 Y08/R44 F 132,000.00 ZZ
180 131,200.19 1
7.500 1,223.66 66
7.000 1,223.66
ROSSVILLE TN 38066 5 02/06/03 00
0435449848 05 04/01/03 0
334493 O 03/01/18
0
8484371 Y08/R44 F 94,400.00 ZZ
360 94,296.49 1
9.000 759.56 80
8.500 759.56
MEMPHIS TN 38141 1 02/20/03 00
0435458674 05 04/01/03 0
334684 O 03/01/33
0
8484373 Y08/R44 F 80,250.00 ZZ
360 80,103.13 1
8.500 617.05 85
8.000 617.05
MONTGOMERY AL 36116 1 02/05/03 23
0435459714 05 03/01/03 0
338202 O 02/01/33
0
8484375 Y08/R44 F 78,000.00 ZZ
360 77,889.54 1
7.750 558.80 80
7.250 558.80
PINSON AL 35126 1 02/20/03 00
0435496286 05 04/01/03 0
338258 O 03/01/33
0
1
8484379 Y08/R44 F 48,450.00 ZZ
360 48,423.63 1
12.250 507.71 85
11.750 507.71
JACKSON MS 39212 1 02/19/03 23
0435447412 05 04/01/03 0
338720 O 03/01/33
0
8484381 Y08/R44 F 72,400.00 ZZ
360 72,286.70 1
7.250 493.90 80
6.750 493.90
DECATUR AL 35601 1 02/14/03 00
0435468830 05 04/01/03 0
338847 O 03/01/33
0
8484383 Y08/R44 F 124,200.00 ZZ
360 124,067.31 1
9.125 1,010.53 90
8.625 1,010.53
MIDVALE UT 84047 5 02/04/03 23
0435450671 05 04/01/03 0
357778 O 03/01/33
0
8484385 Y08/R44 F 65,000.00 ZZ
360 64,900.75 1
9.375 540.64 55
8.875 540.64
BRIGHAM CITY UT 84302 5 01/14/03 00
0435447388 05 03/01/03 0
357901 O 02/01/33
0
8484387 Y08/R44 F 75,150.00 ZZ
180 74,543.01 1
8.875 756.64 90
8.375 756.64
VAN BUREN AR 72956 2 01/27/03 23
0435447917 05 03/01/03 0
357953 O 02/01/18
0
8484389 Y08/R44 F 68,000.00 ZZ
360 67,843.82 1
1
7.375 469.66 80
6.875 469.66
LEANDER TX 78641 1 01/16/03 00
0435459623 05 03/01/03 0
358111 O 02/01/33
0
8484391 Y08/R44 F 50,400.00 ZZ
360 50,346.16 1
9.125 410.07 80
8.625 410.07
AUSTIN TX 78744 5 02/18/03 00
0435468608 07 04/01/03 0
358132 N 03/01/33
0
8484393 Y08/R44 F 67,250.00 ZZ
360 67,159.44 1
8.000 493.46 82
7.500 493.46
EL PASO TX 79925 2 02/11/03 23
0435450952 05 04/01/03 0
358177 O 03/01/33
0
8484395 Y08/R44 F 80,800.00 ZZ
360 80,673.56 1
7.250 551.20 80
6.750 551.20
SALT LAKE CITY UT 84115 1 02/10/03 00
0435473046 05 04/01/03 0
358507 O 03/01/33
0
8484397 Y55/R44 F 75,000.00 ZZ
360 74,901.25 1
11.125 721.34 51
10.625 721.34
FLOWER MOUND TX 75028 5 01/31/03 00
0435582333 05 04/01/03 0
361195 O 03/01/33
0
8484399 Y08/R44 F 44,000.00 ZZ
180 43,965.81 1
10.625 406.60 71
10.125 406.60
DETROIT MI 48202 5 02/11/03 00
0435459409 05 04/01/03 0
1
361429 O 03/01/18
0
8484403 Y08/R44 F 68,000.00 ZZ
360 67,908.44 1
8.000 498.96 80
7.500 498.96
TYLER TX 75701 1 02/13/03 00
0435460159 05 04/01/03 0
361588 O 03/01/33
0
8484405 Y08/R44 F 77,600.00 ZZ
180 77,478.56 1
7.250 529.37 80
6.750 529.37
DETROIT MI 48219 5 02/17/03 00
0435458906 05 04/01/03 0
366562 O 03/01/18
0
8484407 Y08/R44 F 46,750.00 ZZ
360 46,707.35 1
9.875 405.95 86
9.375 405.95
DEL CITY OK 73115 5 02/18/03 23
0435463260 05 04/01/03 0
366575 O 03/01/33
0
8484409 Y08/R44 F 73,695.00 ZZ
360 73,595.77 1
8.000 540.75 87
7.500 540.75
TULSA OK 74134 1 02/07/03 23
0435458377 05 04/01/03 0
366582 O 03/01/33
0
8484411 Y08/R44 F 92,700.00 ZZ
180 92,592.95 1
8.750 729.27 90
8.250 729.27
OLATHE KS 66061 5 02/14/03 23
0435524137 05 04/01/03 0
366643 O 03/01/18
0
1
8484413 Y08/R44 F 29,750.00 ZZ
360 29,724.94 1
10.250 266.59 85
9.750 266.59
GARY IN 46407 5 01/31/03 23
0435450879 05 04/01/03 0
371094 O 03/01/33
0
8484415 Y08/R44 F 138,400.00 ZZ
360 138,183.42 1
7.250 944.13 80
6.750 944.13
GAINESVILLE TX 76240 2 02/04/03 00
0435456009 05 04/01/03 0
371564 O 03/01/33
0
8484417 Y08/R44 F 52,000.00 ZZ
360 51,914.16 1
9.000 418.40 80
8.500 418.40
LONGVIEW TX 75601 1 02/04/03 00
0435473095 05 03/01/03 0
371597 O 02/01/33
0
8484451 Y08/R44 F 58,191.00 ZZ
180 58,132.01 1
9.375 484.00 72
8.875 484.00
HOMEWOOD IL 60430 1 02/10/03 00
0435474069 01 04/01/03 0
371671 O 03/01/18
0
8484453 Y08/R44 F 98,910.00 ZZ
360 98,590.11 1
8.625 769.31 90
8.125 769.31
CROWLEY TX 76036 1 01/28/03 23
0435474119 05 03/01/03 0
371855 O 02/01/33
0
8484455 Y08/R44 F 84,700.00 ZZ
180 83,963.19 1
7.750 797.26 87
7.250 797.26
1
WHITE OAK TX 75693 2 02/13/03 23
0435468699 05 04/01/03 0
371897 O 03/01/18
0
8484457 Y08/R44 F 82,450.00 ZZ
180 82,372.76 1
9.750 708.37 85
9.250 708.37
BELLEVILLE IL 62223 1 02/12/03 23
0435528732 05 04/01/03 0
371932 O 03/01/18
0
8484459 Y08/R44 F 131,750.00 ZZ
180 131,612.88 1
9.250 1,083.87 85
8.750 1,083.87
ST PETERS MO 63376 1 02/14/03 23
0435496328 05 04/01/03 0
372030 O 03/01/18
0
8484461 Y08/R44 F 54,405.00 ZZ
360 54,335.37 1
8.250 408.73 90
7.750 408.73
MADISONVILLE KY 42431 1 02/07/03 23
0435474507 05 04/01/03 0
375707 O 03/01/33
0
8484463 Y08/R44 F 59,925.00 ZZ
180 59,787.36 1
7.375 413.89 75
6.875 413.89
UPTON KY 42784 1 02/03/03 00
0435447966 05 03/01/03 0
375867 O 02/01/18
0
8484467 Y08/R44 F 58,500.00 ZZ
180 58,425.14 1
8.250 439.49 61
7.750 439.49
GROVEPORT OH 43125 5 02/03/03 00
0435450762 05 04/01/03 0
376208 O 03/01/18
0
1
8484469 Y08/R44 F 108,000.00 ZZ
360 107,721.65 1
8.250 811.37 90
7.750 811.37
SCOTTSBURG IN 47170 1 01/03/03 23
0435459557 05 02/01/03 0
376271 O 01/01/33
0
8484471 Y08/R44 F 89,600.00 ZZ
360 89,123.03 1
8.250 673.13 80
7.750 673.13
SAGINAW TX 76179 5 02/10/03 00
0435542824 05 04/01/03 0
376273 O 03/01/33
0
8484473 Y08/R44 F 76,900.00 ZZ
180 76,581.99 1
7.375 531.13 53
6.875 531.13
CORINTH TX 76208 1 02/10/03 00
0435524079 05 04/01/03 0
376346 O 03/01/18
0
8484475 Y08/R44 F 60,690.00 ZZ
180 60,616.22 1
8.500 466.65 87
8.000 466.65
WOODSFIELD OH 43793 5 02/15/03 23
0435474184 05 04/01/03 0
376369 O 03/01/18
0
8484477 Y08/R44 F 86,275.00 ZZ
180 86,196.28 1
9.875 749.17 85
9.375 749.17
TOLEDO OH 43612 1 02/12/03 23
0435447099 05 04/01/03 0
376596 O 03/01/18
0
8484479 Y08/R44 F 79,200.00 ZZ
360 79,055.04 1
1
8.500 608.98 80
8.000 608.98
FAIRVIEW TN 37062 1 01/16/03 00
0435458872 05 03/01/03 0
380221 O 02/01/33
0
8484481 Y08/R44 F 40,000.00 ZZ
360 39,972.11 1
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10.625 384.71
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HOT XXXXXXX XX 00000 5 03/01/03 34
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WINCHESTER KY 40391 1 02/25/03 00
0435485784 05 04/01/03 0
2376246 O 03/01/33
0
8515845 Y08/R44 F 19,275.00 ZZ
180 19,267.92 1
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SACHSE TX 75048 1 02/27/03 00
0435481304 05 04/01/03 0
2376381 O 03/01/18
0
8515849 Y08/R44 F 30,900.00 ZZ
180 30,797.29 1
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SHEPARDSVILLE KY 40165 1 02/20/03 00
0435482864 05 04/01/03 0
2376422 O 03/01/18
0
8515853 Y08/R44 F 14,250.00 ZZ
180 14,244.77 1
13.990 168.73 15
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GREENFIELD WI 53221 1 02/28/03 00
0435548433 05 04/01/03 0
2376439 O 03/01/18
0
8515857 Y08/R44 F 17,250.00 ZZ
180 17,243.68 1
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MANSFIELD TX 76063 1 02/18/03 00
0435490644 05 04/01/03 0
2376483 O 03/01/18
0
8515861 Y08/R44 F 20,282.00 ZZ
360 20,271.27 1
13.990 240.16 15
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FORT WORTH TX 76131 1 02/19/03 00
0435481270 03 04/01/03 0
2376512 O 03/01/33
0
8515867 Y08/R44 F 15,825.00 ZZ
180 15,819.19 1
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FT WORTH TX 76112 1 02/21/03 00
0435481783 05 04/01/03 0
2376514 O 03/01/18
0
8515871 Y08/R44 F 30,980.00 ZZ
180 30,866.57 1
12.990 391.77 20
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MILWAUKEE WI 53224 1 02/24/03 00
0435481601 05 04/01/03 0
2376603 O 03/01/18
0
8515875 Y08/R44 F 11,250.00 ZZ
180 11,245.87 1
13.990 133.21 15
13.490 133.21
ARLINGTON TX 76017 1 02/26/03 00
0435483722 05 04/01/03 0
2376644 O 03/01/18
0
8515879 N74/R44 F 117,000.00 ZZ
360 116,925.28 1
11.525 1,160.87 65
11.025 1,160.87
GOOCHLAND VA 23063 5 02/27/03 00
0435475967 05 04/04/03 0
0031842010 O 03/04/33
0
1
8515881 Y08/R44 F 27,900.00 ZZ
180 27,883.01 1
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11.240 281.41
LAS VEGAS NV 89128 1 02/24/03 00
0435480991 05 04/01/03 0
2376714 O 03/01/18
0
8515891 Y08/R44 F 26,250.00 ZZ
180 26,240.37 1
13.990 310.82 15
13.490 310.82
LOUISVILLE KY 40299 1 02/28/03 00
0435482898 05 04/01/03 0
2376731 O 03/01/18
0
8515897 Y08/R44 F 31,400.00 ZZ
180 31,388.47 1
13.990 371.80 20
13.490 371.80
MILWAUKEE WI 53224 1 02/21/03 00
0435480975 05 04/01/03 0
2376759 O 03/01/18
0
8515899 Y08/R44 F 20,925.00 ZZ
180 20,917.32 1
13.990 247.77 15
13.490 247.77
LEWISVILLE TX 75067 1 02/21/03 00
0435480033 05 04/01/03 0
2376790 O 03/01/18
0
8515903 Y08/R44 F 23,800.00 ZZ
180 23,720.90 1
13.990 316.79 20
13.490 316.79
INDIAN TRAIL NC 28079 1 02/28/03 00
0435485941 05 04/01/03 0
2380299 O 03/01/18
0
8515907 Y08/R44 F 22,800.00 ZZ
360 22,789.48 1
1
12.990 252.04 20
12.490 252.04
GREENSBORO NC 27406 1 02/25/03 00
0435481536 05 04/01/03 0
2380344 O 03/01/33
0
8515915 Y08/R44 F 10,485.00 ZZ
180 10,481.16 1
13.990 124.15 15
13.490 124.15
BESSEMER CITY NC 28016 1 02/20/03 00
0435484241 05 04/01/03 0
2380360 O 03/01/18
0
8515919 Y08/R44 F 23,200.00 ZZ
360 23,188.04 1
12.490 247.42 20
11.990 247.42
MONROE NC 28110 1 02/28/03 00
0435480082 05 04/01/03 0
2380370 O 03/01/33
0
8515923 Y08/R44 F 14,395.00 ZZ
360 14,378.88 1
8.900 114.79 20
8.400 114.79
MURFREESBORO TN 37129 1 02/18/03 00
0435480058 05 04/01/03 0
2380393 O 03/01/33
0
8515927 Y08/R44 F 31,000.00 ZZ
360 30,988.63 1
13.990 367.06 20
13.490 367.06
CHARLOTTE NC 28269 1 02/28/03 00
0435490735 05 04/01/03 0
2380397 O 03/01/33
0
8515931 Y08/R44 F 18,735.00 ZZ
360 18,714.02 1
8.900 149.40 15
8.400 149.40
HERMITAGE TN 37076 1 02/28/03 00
0435482658 05 04/01/03 0
1
2380427 O 03/01/33
0
8515937 Y08/R44 F 16,550.00 ZZ
360 16,531.47 1
8.900 131.98 15
8.400 131.98
LA VERGNE TN 37086 1 02/20/03 00
0435481502 05 04/01/03 0
2380510 O 03/01/33
0
8515943 Y08/R44 F 21,600.00 ZZ
360 21,580.42 1
10.740 201.47 20
10.240 201.47
LAKE WYLIE SC 29710 1 03/04/03 00
0435483789 01 04/01/03 0
2380514 O 03/01/33
0
8515947 Y08/R44 F 19,485.00 ZZ
180 19,477.84 1
13.990 230.72 15
13.490 230.72
CASSELBERRY FL 32707 1 02/27/03 00
0435480744 03 04/01/03 0
2380516 O 03/01/18
0
8515951 Y08/R44 F 22,300.00 ZZ
360 22,275.03 1
8.900 177.83 20
8.400 177.83
CLARKSVILLE TN 37042 1 02/21/03 00
0435483821 05 04/01/03 0
2380542 O 03/01/33
0
8515957 Y08/R44 F 10,000.00 ZZ
360 9,988.82 1
8.900 79.74 16
8.400 79.74
CLEVELAND TN 37323 1 02/12/03 00
0435480959 05 04/01/03 0
2380555 O 03/01/33
0
1
8515961 Y08/R44 F 17,551.00 ZZ
360 17,544.56 1
13.990 207.82 15
13.490 207.82
CHARLOTTE NC 28269 1 02/28/03 00
0435491212 05 04/01/03 0
2380627 O 03/01/33
0
8515965 Y08/R44 F 22,470.00 ZZ
180 22,461.75 1
13.990 266.06 15
13.490 266.06
MONROE NC 28110 1 02/27/03 00
0435480926 05 04/01/03 0
2380630 O 03/01/18
0
8515969 Y08/R44 F 21,599.00 ZZ
180 21,586.56 1
11.990 222.00 15
11.490 222.00
CHARLOTTE NC 28216 1 02/28/03 00
0435481569 05 04/01/03 0
2380653 O 03/01/18
0
8515973 Y08/R44 F 24,900.00 ZZ
180 24,885.63 1
13.990 294.84 15
13.490 294.84
CHARLOTTE NC 28277 1 02/26/03 00
0435481155 05 04/01/03 0
2380697 O 03/01/18
0
8515977 Y08/R44 F 23,240.00 ZZ
360 23,213.99 1
8.900 185.32 20
8.400 185.32
MURFREESBORO TN 37129 1 02/28/03 00
0435481791 05 04/01/03 0
2380742 O 03/01/33
0
8515981 Y08/R44 F 34,407.00 ZZ
360 34,342.67 1
8.900 274.37 15
8.400 274.37
1
HENDERSONVILLE TN 37075 1 02/26/03 00
0435482773 03 04/01/03 0
2380760 O 03/01/33
0
8515985 Y08/R44 F 16,950.00 ZZ
360 16,931.01 1
8.900 135.17 16
8.400 135.17
HENDERSONVILLE TN 37075 1 02/28/03 00
0435485115 05 04/01/03 0
2380769 O 03/01/33
0
8515989 Y08/R44 F 21,000.00 ZZ
360 20,976.49 1
8.900 167.46 20
8.400 167.46
LA VERGNE TN 37086 5 02/28/03 00
0435484175 05 04/01/03 0
2380775 O 03/01/33
0
8515993 Y08/R44 F 13,050.00 ZZ
360 13,043.11 1
13.990 154.52 15
13.490 154.52
HOUSTON TX 77089 1 02/25/03 00
0435483938 05 04/01/03 0
2385736 O 03/01/33
0
8515997 Y08/R44 F 27,127.00 ZZ
360 27,117.04 1
13.990 321.21 15
13.490 321.21
RICHMOND TX 77469 1 02/17/03 00
0435484019 05 04/01/03 0
2385887 O 03/01/33
0
8516001 Y08/R44 F 19,050.00 ZZ
180 19,039.93 1
13.990 225.57 15
13.490 225.57
HOUSTON TX 77059 1 02/18/03 00
0435480942 05 04/01/03 0
2385940 O 03/01/18
0
1
8516007 Y08/R44 F 20,950.00 ZZ
360 20,942.32 1
13.990 248.06 10
13.490 248.06
PEARLAND TX 77584 1 02/28/03 00
0435482690 03 04/01/03 0
2385968 O 03/01/33
0
8516011 Y08/R44 F 28,900.00 ZZ
180 28,880.16 1
12.240 302.62 20
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PEARLAND TX 77581 1 02/20/03 00
0435487905 05 04/01/03 0
2386093 O 03/01/18
0
8516015 Y08/R44 F 18,023.00 ZZ
360 18,013.47 1
13.990 213.41 10
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HOUSTON TX 77084 1 02/27/03 00
0435478599 05 04/01/03 0
2386170 O 03/01/33
0
8516019 Y08/R44 F 26,040.00 ZZ
360 26,026.24 1
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HUMBLE TX 77346 1 03/03/03 00
0435481544 03 04/01/03 0
2386231 O 03/01/33
0
8516023 N74/R44 F 163,000.00 ZZ
360 162,796.66 1
8.375 1,238.92 74
7.875 1,238.92
COLLINSVILLE OK 74021 5 02/21/03 00
0435476379 05 04/01/03 0
0031788010 O 03/01/33
0
8516025 Y08/R44 F 20,200.00 ZZ
360 20,189.58 1
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12.490 215.43 20
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KATY TX 77449 1 02/25/03 00
0435481288 03 04/01/03 0
2386271 O 03/01/33
0
8516031 Y08/R44 F 14,775.00 ZZ
360 14,766.87 1
13.990 174.95 15
13.490 174.95
CONROE TX 77303 1 02/28/03 00
0435478649 03 04/01/03 0
2386298 O 03/01/33
0
8516035 Y08/R44 F 21,000.00 ZZ
360 20,988.89 1
13.990 248.66 15
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ALVIN TX 77511 1 02/27/03 00
0435481650 05 04/01/03 0
2386331 O 03/01/33
0
8516039 Y08/R44 F 17,880.00 ZZ
360 17,870.56 1
13.990 211.71 15
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WILLIS TX 77318 1 02/21/03 00
0435481684 03 04/01/03 0
2386382 O 03/01/33
0
8516043 Y08/R44 F 28,200.00 ZZ
360 28,184.62 1
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THE WOODLANDS TX 77382 1 02/19/03 00
0435480983 05 04/01/03 0
2386392 O 03/01/33
0
8516047 Y08/R44 F 22,275.00 ZZ
360 22,214.98 1
13.990 263.75 15
13.490 263.75
RICHMOND TX 77469 1 02/21/03 00
0435482609 03 04/01/03 0
1
2386393 O 03/01/33
0
8516051 Y08/R44 F 36,057.00 ZZ
360 36,039.42 1
12.740 391.55 20
12.240 391.55
KATY TX 77450 1 02/28/03 00
0435483409 05 04/01/03 0
2386430 O 03/01/33
0
8516057 Y08/R44 F 31,251.00 ZZ
360 31,234.53 1
13.990 370.04 15
13.490 370.04
PEARLAND TX 77581 1 02/28/03 00
0435481007 05 04/01/03 0
2386473 O 03/01/33
0
8516061 Y08/R44 F 43,252.00 ZZ
360 43,236.12 1
13.990 512.14 15
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AUSTIN TX 78739 1 02/28/03 00
0435481098 05 04/01/03 0
2386474 O 03/01/33
0
8516067 Y08/R44 F 19,570.00 ZZ
360 19,562.82 1
13.990 231.72 10
13.490 231.72
LEAGUE CITY TX 77573 1 02/28/03 00
0435490974 05 04/01/03 0
2386477 O 03/01/33
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EASTPOINTE MI 48021 1 02/27/03 00
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MARINE CITY MI 48039 1 02/28/03 00
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BURTCHVILLE MI 48059 1 02/27/03 00
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ATTICA MI 48412 1 03/07/03 00
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WESTLAND MI 48186 5 02/24/03 00
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HAMILTON OH 45013 5 03/05/03 34
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0
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1
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0
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0
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0
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1
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1
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0
1
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0
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0
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0
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1
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0
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0
8538501 Q87/R44 F 35,000.00 ZZ
360 34,955.22 1
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0
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0
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180 175,242.11 1
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0
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360 99,392.79 2
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XXX XXXXXXX XX 00000 2 03/18/03 34
0416001188 05 05/01/03 0
1
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0
8539495 E22/R44 F 71,500.00 ZZ
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0
8539519 E22/R44 F 51,100.00 ZZ
360 51,074.54 1
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0
8539529 E22/R44 F 156,000.00 ZZ
360 155,919.13 1
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0
8539537 E22/G02 F 120,000.00 ZZ
360 119,919.48 1
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0
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0
1
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180 56,344.32 1
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0
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0
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360 36,304.49 1
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0
8539605 E22/G02 F 122,500.00 ZZ
360 122,415.70 1
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0
8539611 E22/G02 F 70,650.00 ZZ
360 70,609.36 1
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0
8539649 E22/R44 F 68,000.00 ZZ
360 67,957.73 1
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1
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0
8539715 E22/R44 F 108,000.00 ZZ
360 107,939.45 1
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XXX XX 00000 5 03/13/03 34
0416324960 05 05/01/03 0
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0
8539745 E22/R44 F 139,500.00 ZZ
360 139,310.62 1
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0
8539751 E22/G02 F 289,600.00 ZZ
360 289,395.60 1
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0
8539789 E22/R44 F 45,000.00 ZZ
360 44,977.27 1
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XXXX XX. XXXXX XX 00000 1 03/18/03 00
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0
8539791 E22/R44 F 141,750.00 ZZ
360 141,674.57 1
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XX XXXX XX 00000 1 03/17/03 34
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0
1
8539813 E22/G02 F 60,300.00 ZZ
360 60,267.06 1
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0
8540291 T91/R44 F 53,338.00 ZZ
360 53,302.91 1
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0
8540297 T91/R44 F 105,000.00 ZZ
360 104,922.69 1
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0
8540299 T91/R44 F 45,000.00 ZZ
240 44,863.01 1
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8.400 401.99
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0
8540305 T91/R44 F 36,000.00 ZZ
360 35,972.76 1
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0
8540315 T91/R44 F 25,800.00 ZZ
180 25,664.64 1
1
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0
8540325 T91/R44 F 25,000.00 ZZ
180 24,859.75 1
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0
8540327 T91/R44 F 117,000.00 ZZ
180 116,893.25 3
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0
8540329 T91/G02 F 34,200.00 ZZ
360 34,167.95 1
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0
8540331 T91/G02 F 150,000.00 ZZ
120 148,421.95 2
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FALL XXXXX XX 00000 5 02/28/03 34
0435540695 05 04/05/03 0
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0
8540333 T91/R44 F 177,125.00 ZZ
360 176,963.74 1
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1
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0
8540345 T91/G02 F 35,000.00 ZZ
180 34,797.03 1
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7.750 334.48
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0
8540359 T91/R44 F 56,000.00 ZZ
180 55,946.12 1
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0
8540699 Q64/R44 F 145,800.00 ZZ
360 145,730.15 1
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0
8540703 Q64/R44 F 40,400.00 ZZ
360 40,377.34 1
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0435603410 05 05/01/03 0
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0
8540715 Q64/G02 F 140,000.00 ZZ
360 139,910.72 1
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0
1
8540725 Q64/G02 F 242,850.00 ZZ
240 242,437.19 1
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0
8540731 Q64/R44 F 70,000.00 ZZ
360 69,950.59 1
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7.250 501.49
XX XXXXXXXXXX XX 00000 1 03/05/03 34
0435595939 05 05/01/03 0
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0
8540747 Q64/G02 F 75,200.00 ZZ
360 75,032.24 1
7.750 538.75 80
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0435571443 05 04/01/03 0
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0
8540753 Q64/R44 F 56,800.00 ZZ
180 56,760.91 1
7.875 411.84 80
7.375 411.84
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0435602834 05 05/01/03 0
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0
8540759 Q64/R44 F 23,000.00 ZZ
360 22,995.56 1
13.750 267.98 20
13.250 267.98
XXXXX XXXXXXXXX XX 00000 1 03/10/03 00
0435570619 05 05/01/03 0
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0
8540765 Q64/R44 F 48,000.00 ZZ
180 47,861.28 1
8.000 458.72 66
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1
XXXXXXXXX XX 00000 5 03/05/03 34
0435602875 05 05/01/03 0
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0
8540771 Q64/R44 F 90,500.00 ZZ
360 90,446.57 1
8.625 703.90 80
8.125 703.90
XXXX XXXXXX XX 00000 5 03/05/03 34
0435603436 05 05/01/03 0
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0
8540783 Q64/R44 F 24,700.00 ZZ
180 24,695.23 1
13.750 287.79 20
13.250 287.79
XXXXXXXXXXXX XX XX 00000 1 03/06/03 00
0435569389 05 05/01/03 0
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0
8540787 Q64/G02 F 172,000.00 ZZ
360 171,878.60 1
7.750 1,232.23 80
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XXX XXXXXX XXXX XX 00000 5 03/04/03 34
0435603576 05 05/01/03 0
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0
8540791 Q64/R44 F 27,850.00 ZZ
360 27,844.62 1
13.750 324.49 20
13.250 324.49
XXXXXXXXXX XX 00000 1 03/12/03 00
0435570148 05 05/01/03 0
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0
8540795 Q64/R44 F 14,000.00 ZZ
360 13,997.30 1
13.750 163.12 21
13.250 163.12
XXXXXX XX 00000 1 03/04/03 00
0435567813 05 05/01/03 0
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0
1
8540799 Q64/R44 F 144,800.00 ZZ
360 144,689.82 1
7.375 1,000.10 80
6.875 1,000.10
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0435602891 09 05/01/03 0
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0
8540801 Q64/R44 F 18,800.00 ZZ
180 18,792.52 1
10.500 171.98 20
10.000 171.98
XXXX XX 00000 1 03/07/03 00
0435567540 05 05/01/03 0
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0
8540821 Q67/R44 F 40,000.00 ZZ
180 39,985.70 1
10.990 380.63 20
10.490 380.63
XXXXXXXXX XX 00000 1 03/07/03 00
0435544671 05 05/01/03 0
20S71516 O 04/01/18
0
8540907 X45/R44 F 56,950.00 ZZ
360 56,814.35 1
9.500 478.87 85
9.000 478.87
XXXXXXXXXXXX XX 00000 1 01/30/03 34
0435545751 07 03/01/03 0
A2121235 O 02/01/33
0
8541011 642/G02 F 82,450.00 ZZ
360 82,401.32 1
8.625 641.29 85
8.375 641.29
XXXXX XX 00000 5 03/14/03 23
0435571120 05 05/01/03 0
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0
8541021 R80/G02 F 245,000.00 ZZ
360 244,796.89 1
1
7.875 1,776.42 68
7.625 1,776.42
XXXXXXX XX 00000 5 03/03/03 34
0435555578 05 05/01/03 0
50431 O 04/01/33
0
8541059 X47/G02 F 63,750.00 ZZ
360 63,685.37 1
9.375 530.24 75
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8552811 408/R44 F 63,200.00 ZZ
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1
8553231 B43/R44 F 51,750.00 ZZ
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8553895 U35/G02 F 65,000.00 ZZ
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8554217 Q64/R44 F 26,950.00 ZZ
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180 22,845.59 1
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8554231 Q64/R44 F 82,800.00 ZZ
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8556599 T87/T87 F 309,000.00 ZZ
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8556601 T87/T87 F 108,000.00 ZZ
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1
8556607 T87/T87 F 56,550.00 ZZ
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8556611 T87/T87 F 251,250.00 ZZ
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8556613 T87/T87 F 525,500.00 ZZ
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8556615 T87/T87 F 75,000.00 ZZ
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8556617 T87/T87 F 76,700.00 ZZ
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3030025373 O 04/01/33
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8556623 T87/T87 F 153,900.00 ZZ
360 153,690.67 1
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MURFREESBORO TN 37129 5 03/04/03 23
3030025413 05 04/01/03 0
3030025413 O 03/01/33
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8556625 T87/T87 F 96,000.00 ZZ
360 95,953.76 1
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3030025653 O 04/01/33
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8556627 T87/T87 F 114,000.00 ZZ
360 113,907.47 1
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3030025694 O 04/01/33
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8556629 T87/T87 F 72,000.00 ZZ
360 71,955.93 1
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18232 O 03/24/33
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360 93,548.87 1
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AMESBURY MA 01913 5 03/06/03 00
1010025409 01 05/01/03 0
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8556655 T87/T87 F 100,000.00 ZZ
221 99,774.56 1
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1010025372 01 05/01/03 0
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1
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8556667 T87/T87 F 143,500.00 ZZ
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WINSTON SALEM NC 27104 5 03/04/03 00
3030025584 05 05/01/03 0
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MATTHEWS NC 28104 5 03/07/03 00
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FOUNTAIN INN SC 29644 1 02/21/03 00
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COLORADO SPRING CO 80906 5 01/15/03 00
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LONGMONT CO 80501 5 03/07/03 00
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NICHOLASVILLE KY 40356 5 01/27/03 00
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8556713 T87/T87 F 25,580.00 ZZ
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COVINGTON KY 41017 1 03/13/03 00
3030025747 05 05/01/03 0
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8556715 T87/T87 F 21,900.00 ZZ
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8556717 T87/T87 F 35,000.00 ZZ
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HOLLAND MI 49424 1 02/10/03 00
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1
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FLINT MI 48507 5 02/25/03 00
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8556721 T87/T87 F 17,800.00 ZZ
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WINSTON-SALEM NC 27106 5 01/16/03 00
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GRAHAM NC 27253 5 01/29/03 00
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8556727 T87/T87 F 28,800.00 ZZ
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CONCORD NC 28027 1 02/24/03 00
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8556729 T87/T87 F 22,880.00 ZZ
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GROVE CITY OH 43123 5 01/15/03 00
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WOONSOCKET RI 02895 1 02/19/03 00
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SIMPSONVILLE SC 29680 5 01/27/03 00
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0435571112 05 04/25/03 0
18150 O 03/25/23
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8556749 T87/T87 F 67,000.00 ZZ
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WINDSOR CT 06095 5 03/04/03 00
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8556755 T87/T87 F 31,000.00 ZZ
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LOUISVILLE KY 40228 5 01/27/03 00
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8556771 T87/T87 F 15,001.00 ZZ
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LOUISVILLE KY 40210 1 02/28/03 00
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EDMOND OK 73003 5 03/10/03 00
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ALEXANDRIA VA 22311 5 02/26/03 00
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RICHMOND VA 23223 1 03/13/03 23
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8556821 T87/T87 F 41,383.00 ZZ
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12.150 430.46 20
11.650 430.46
GOODYEAR AZ 85338 1 01/17/03 00
4040010500 09 03/01/03 0
4040010500 O 02/01/18
0
8556823 T87/T87 F 30,600.00 ZZ
180 30,569.36 1
1
11.350 299.54 20
10.850 299.54
MESA AZ 85212 1 01/27/03 00
4040010508 09 03/01/03 0
4040010508 O 02/01/18
0
8556825 T87/T87 F 42,600.00 ZZ
180 42,570.78 1
13.050 472.91 20
12.550 472.91
PHOENIX AZ 85024 5 01/29/03 00
4040010562 03 03/01/03 0
4040010562 O 02/01/18
0
8556827 T87/T87 F 48,000.00 ZZ
180 47,956.50 1
11.800 486.36 20
11.300 486.36
TEMPE AZ 85282 5 01/27/03 00
4040010639 05 03/01/03 0
4040010639 O 02/01/18
0
8556829 T87/T87 F 41,400.00 ZZ
180 41,364.90 1
12.150 430.64 20
11.650 430.64
CAVE CREEK AZ 85331 5 01/24/03 00
4040010672 09 03/01/03 0
4040010672 O 02/01/18
0
8556831 T87/T87 F 30,000.00 ZZ
180 29,985.56 1
12.800 327.18 20
12.300 327.18
FOUNTAIN HILLS AZ 85268 1 02/20/03 00
4040010727 03 04/01/03 0
4040010727 O 03/01/18
0
8556833 T87/T87 F 21,800.00 ZZ
180 21,789.86 1
12.950 240.30 20
12.450 240.30
SAVANNAH MO 64485 5 01/31/03 00
8080016342 05 04/01/03 0
1
8080016342 O 03/01/18
0
8556835 T87/T87 F 28,000.00 ZZ
180 27,979.49 1
10.900 264.54 20
10.400 264.54
CHARLOTTE NC 28269 1 02/28/03 00
3030025341 09 04/01/03 0
3030025341 O 03/01/18
0
8556837 T87/T87 F 29,000.00 ZZ
180 28,987.70 1
10.200 258.80 20
9.700 258.80
WOLFEBORO NH 03894 1 03/06/03 00
1010025385 05 05/01/03 0
1010025385 O 04/01/18
0
8556839 T87/T87 F 55,000.00 ZZ
180 54,975.93 1
10.050 484.70 11
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GARDEN CITY NY 11530 5 02/27/03 00
1010025299 05 05/01/03 0
1010025299 O 04/01/18
0
8556841 T87/T87 F 42,700.00 ZZ
180 42,652.89 1
10.900 403.42 20
10.400 403.42
PATASKALA OH 43062 5 01/13/03 00
1010024738 05 03/01/03 0
1010024738 O 02/01/18
0
8556843 T87/T87 F 24,000.00 ZZ
180 23,991.25 1
10.900 226.75 19
10.400 226.75
CHILLICOTHE OH 45601 5 03/12/03 00
2020029857 05 05/01/03 0
2020029857 O 04/01/18
0
1
8556845 T87/T87 F 80,000.00 ZZ
180 79,969.22 1
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10.150 740.78
JONES OK 73049 1 03/07/03 00
2020029831 09 05/01/03 0
2020029831 O 04/01/18
0
8556849 T87/T87 F 44,000.00 ZZ
180 43,966.71 1
10.750 410.74 20
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HILLSBORO OR 97124 5 01/30/03 00
4040010490 03 04/01/03 0
4040010490 O 03/01/18
0
8556851 T87/T87 F 59,000.00 ZZ
180 58,934.90 1
10.900 557.42 20
10.400 557.42
TIGARD OR 97224 1 01/10/03 00
4040010514 05 03/01/03 0
4040010514 O 02/01/18
0
8556853 T87/T87 F 26,800.00 ZZ
180 26,790.01 1
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STROUDSBURG PA 18360 1 03/14/03 00
1010025558 09 05/01/03 0
1010025558 O 04/01/18
0
8556855 T87/T87 F 38,239.00 ZZ
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10.490 363.88
SINKING SPRING PA 19608 1 02/27/03 00
4040010878 05 04/01/03 0
4040010878 O 03/01/18
0
8556857 T87/T87 F 24,140.00 ZZ
180 24,131.38 1
11.000 229.90 20
10.500 229.90
1
SIOUX FALLS SD 57106 1 03/14/03 00
2020029850 05 05/01/03 0
2020029850 O 04/01/18
0
8556859 T87/T87 F 19,600.00 ZZ
180 19,574.91 1
8.250 147.25 20
7.750 147.25
RUSSELLVILLE TN 37860 5 02/21/03 00
3030024976 05 04/01/03 0
3030024976 O 03/01/18
0
8556861 T87/T87 F 31,000.00 ZZ
180 30,960.32 1
8.250 232.90 20
7.750 232.90
COOKEVILLE TN 38501 5 02/13/03 00
3030025303 05 04/01/03 0
3030025303 O 03/01/18
0
8556863 T87/T87 F 21,980.00 ZZ
180 21,951.87 1
8.250 165.13 20
7.750 165.13
ANTIOCH TN 37013 1 02/18/03 00
3030025343 03 04/01/03 0
3030025343 O 03/01/18
0
8556865 T87/T87 F 46,000.00 ZZ
180 45,941.12 1
8.250 345.59 20
7.750 345.59
FRANKLIN TN 37067 5 02/24/03 00
3030025399 05 04/01/03 0
3030025399 O 03/01/18
0
8556867 T87/T87 F 17,200.00 ZZ
180 17,189.03 1
8.250 129.22 20
7.750 129.22
JACKSON TN 38301 5 03/05/03 00
3030025505 05 05/01/03 0
3030025505 O 04/01/18
0
1
8556869 T87/T87 F 28,500.00 ZZ
180 28,481.82 1
8.250 214.12 20
7.750 214.12
KNOXVILLE TN 37931 1 03/11/03 00
3030025696 05 05/01/03 0
3030025696 O 04/01/18
0
8556871 T87/T87 F 110,000.00 ZZ
180 109,905.34 1
10.150 977.55 20
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SANDY UT 84092 1 02/27/03 00
4040010924 05 04/01/03 0
4040010924 O 03/01/18
0
8556873 T87/T87 F 62,200.00 ZZ
180 62,184.60 1
12.650 671.09 20
12.150 671.09
CENTREVILLE VA 20121 5 03/07/03 00
1010025504 09 05/01/03 0
1010025504 O 04/01/18
0
8556875 T87/T87 F 24,900.00 ZZ
180 24,877.55 1
11.950 255.17 20
11.450 255.17
RICHMOND VA 23235 5 01/13/03 00
3030024626 05 03/01/03 0
3030024626 O 02/01/18
0
8556877 T87/T87 F 23,800.00 ZZ
180 23,720.62 1
9.650 202.74 20
9.150 202.74
RICHMOND VA 23237 5 01/16/03 00
3030024861 05 03/01/03 0
3030024861 O 02/01/18
0
8556879 T87/T87 F 17,000.00 ZZ
180 16,977.95 1
1
10.150 151.08 20
9.650 151.08
HAMPTON VA 23666 1 01/17/03 00
3030024874 05 03/01/03 0
3030024874 O 02/01/18
0
8556881 T87/T87 F 30,000.00 ZZ
180 29,978.02 1
10.900 283.44 20
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RICHMOND VA 23231 5 02/10/03 00
3030025232 05 04/01/03 0
3030025232 O 03/01/18
0
8556883 T87/T87 F 70,000.00 ZZ
180 69,933.01 1
9.650 596.28 20
9.150 596.28
VIRGINIA BEACH VA 23454 1 02/27/03 00
3030025327 05 04/01/03 0
3030025327 O 03/01/18
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8556885 T87/T87 F 70,000.00 ZZ
180 69,945.30 1
10.600 645.56 20
10.100 645.56
WHITE STONE VA 22578 5 02/21/03 00
3030025355 05 04/01/03 0
3030025355 O 03/01/18
0
8556887 T87/T87 F 27,300.00 ZZ
180 27,271.61 1
10.850 256.90 20
10.350 256.90
MIDLOTHIAN VA 23112 1 02/28/03 00
3030025423 03 04/01/03 0
3030025423 O 03/01/18
0
8556889 T87/T87 F 28,000.00 ZZ
180 27,985.25 1
12.400 296.67 20
11.900 296.67
TACOMA WA 98445 1 02/27/03 00
4040010773 05 04/01/03 0
1
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0
8556891 T87/T87 F 44,360.00 ZZ
180 44,337.24 1
9.300 366.55 20
8.800 366.55
ORTING WA 98360 1 03/06/03 00
4040010866 03 05/01/03 0
4040010866 O 04/01/18
0
8556893 T87/T87 F 41,800.00 ZZ
180 41,769.38 1
10.900 394.92 20
10.400 394.92
VANCOUVER WA 98683 1 02/28/03 00
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4040010884 O 03/01/18
0
8556895 T87/T87 F 34,000.00 ZZ
180 33,988.27 1
11.150 327.65 20
10.650 327.65
VANCOUVER WA 98685 5 03/06/03 00
4040010928 05 05/01/03 0
4040010928 O 04/01/18
0
8556897 T87/T87 F 41,683.00 ZZ
180 41,664.51 1
9.990 365.50 20
9.490 365.50
ORTING WA 98360 1 03/12/03 00
4040011016 03 05/01/03 0
4040011016 O 04/01/18
0
8556935 W35/R44 F 142,000.00 ZZ
360 141,777.79 1
7.250 968.69 55
6.750 968.69
HAMILTON OH 45013 5 03/18/03 34
0435572110 05 04/24/03 0
17954 O 03/24/33
0
1
8556971 F44/G02 F 80,500.00 ZZ
300 80,194.20 1
6.875 562.55 68
6.625 562.55
FORT LAUDERDALE FL 33322 5 01/23/03 00
0435564067 03 03/01/03 0
92043079 N 02/01/28
0
8556985 F44/G02 F 58,050.00 ZZ
360 57,949.07 1
8.750 456.68 90
8.500 456.68
HOPE MILLS NC 28348 5 01/31/03 34
0435563960 05 03/01/03 0
73800142 N 02/01/33
0
8557029 F44/R44 F 48,700.00 ZZ
360 48,587.51 1
9.875 422.89 80
9.375 422.89
WINNSBORO LA 71295 5 11/19/02 00
0435583174 05 01/01/03 0
02020008 O 12/01/32
0
8557037 F44/R44 F 45,000.00 ZZ
180 44,925.54 1
8.990 361.76 46
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PHILADELPHIA PA 19138 5 01/16/03 00
0435563879 07 03/01/03 0
73800118 O 02/01/18
0
8557051 F44/R44 F 127,000.00 ZZ
360 126,800.95 1
9.250 1,044.80 68
8.750 1,044.80
JOPPA MD 21085 5 01/31/03 34
0435564232 05 03/01/03 0
73800140 O 02/01/33
0
8557101 S54/G02 F 81,600.00 ZZ
180 81,331.18 1
6.500 710.82 80
6.250 710.82
1
BLOOMFIELD IN 47424 5 03/26/03 34
0435573902 27 05/01/03 0
7872334 O 04/01/18
0
8557107 S54/R44 F 100,000.00 ZZ
360 99,943.93 1
8.875 795.65 80
8.375 795.65
FAYETTEVILLE OH 45118 5 03/20/03 34
0435575485 27 05/01/03 0
7755072RFC O 04/01/33
0
8557131 S54/R44 F 68,400.00 ZZ
360 68,316.83 1
8.500 525.94 89
8.000 525.94
NEW CASTLE IN 47362 5 02/19/03 34
0435577291 05 04/01/03 0
7688731RFC O 03/01/33
0
8557135 F44/G02 F 70,200.00 ZZ
180 70,030.58 1
7.125 472.95 90
6.875 472.95
SHARON PA 16146 5 01/16/03 34
0435564703 05 03/01/03 0
72800294 O 02/01/18
0
8557151 F44/R44 F 114,750.00 ZZ
180 113,832.74 1
9.750 985.88 85
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NEW CASTLE DE 19720 5 12/19/02 23
0435564794 05 02/01/03 0
72800258 O 01/01/18
0
8557157 F44/G02 F 197,500.00 ZZ
180 194,381.38 1
7.125 1,789.02 62
6.875 1,789.02
PALISADES PARK NJ 07650 5 11/26/02 34
0435583190 05 01/01/03 0
02064554 O 12/01/17
0
1
8557219 F44/G02 F 197,000.00 ZZ
180 196,580.18 1
7.750 1,411.33 90
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SHARON PA 16146 5 01/22/03 34
0435564604 05 03/01/03 0
73800125 O 02/01/18
0
8557223 Y37/R44 F 40,500.00 ZZ
360 40,483.02 1
10.250 362.92 68
9.750 362.92
UNION SC 29379 5 03/24/03 34
0435576483 05 05/01/03 0
8501225 O 04/01/33
0
8557261 F44/R44 F 249,000.00 ZZ
180 248,588.05 1
8.990 2,001.72 80
8.490 2,001.72
BEAR DE 19701 5 01/30/03 34
0435564463 03 03/01/03 0
73800132 O 02/01/18
0
8557263 F44/R44 F 111,000.00 ZZ
360 110,745.06 1
7.375 766.65 45
6.875 766.65
CENTERVILLE MA 02632 5 01/23/03 00
0435564364 05 03/01/03 0
02066344 N 02/01/33
0
8557333 F44/G02 F 150,000.00 ZZ
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8.875 1,193.47 95
8.625 1,193.47
CLAYMONT DE 19703 5 01/23/03 34
0435564422 05 03/01/03 0
73800120 O 02/01/18
0
8557341 F44/R44 F 88,000.00 ZZ
360 87,802.84 1
1
7.500 615.31 63
7.000 615.31
OAK RIDGE NJ 07438 5 01/23/03 34
0435564836 05 03/01/03 0
02047325 O 02/01/33
0
8557347 Q30/R44 F 300,000.00 ZZ
360 299,835.79 1
8.990 2,411.71 64
8.490 2,411.71
ANDES NY 13731 5 03/21/03 00
0435567185 05 05/01/03 0
21020055 O 04/01/33
0
8557571 S54/R44 F 174,250.00 ZZ
360 174,130.09 1
7.875 1,263.43 85
7.375 1,263.43
UPLAND IN 46989 5 03/24/03 34
0435574090 05 05/01/03 0
7855498 O 04/01/33
0
8557739 W42/R44 F 101,250.00 ZZ
360 101,126.63 1
8.490 777.81 75
7.990 777.81
LYNCHBURG OH 45142 5 03/15/03 00
0435577218 27 04/20/03 0
28746422 O 03/20/33
0
8557857 U05/G02 F 120,000.00 ZZ
360 119,915.31 1
7.750 859.69 80
7.500 859.69
MESQUITE TX 75149 5 03/12/03 34
0435575725 05 05/01/03 0
3291976 O 04/01/33
0
8557867 S54/G02 F 62,000.00 ZZ
360 61,962.44 1
8.500 476.73 84
8.250 476.73
LEWISVILLE IN 47352 5 03/19/03 34
0435575782 05 05/01/03 0
1
7849511RFC O 04/01/33
0
8558023 E22/R44 F 56,250.00 ZZ
360 56,223.05 1
9.625 478.12 75
9.125 478.12
BIRMINGHAM AL 35211 1 03/27/03 00
0416042943 05 05/01/03 0
0416042943 O 04/01/33
0
8558025 E22/R44 F 50,400.00 ZZ
360 50,381.53 1
10.875 475.22 70
10.375 475.22
SENOTOBIA MS 38668 1 03/12/03 00
0416048304 05 05/01/03 0
0416048304 O 04/01/33
0
8558095 E22/G02 F 131,400.00 ZZ
360 131,302.48 1
7.500 918.77 90
7.250 918.77
HIGHLAND CA 92346 5 03/17/03 34
0416340750 05 05/01/03 0
0416340750 O 04/01/33
0
8558177 E22/R44 F 63,000.00 ZZ
360 62,960.84 1
8.375 478.85 70
7.875 478.85
SWEET HOME OR 97386 2 03/18/03 34
0416520005 05 05/01/03 0
0416520005 N 04/01/33
0
8558179 E22/G02 F 94,000.00 ZZ
360 93,933.65 1
7.750 673.43 86
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CLINTON UT 84015 5 03/19/03 34
0416521706 05 05/01/03 0
0416521706 O 04/01/33
0
1
8558195 E22/R44 F 45,000.00 ZZ
180 44,864.09 1
7.500 417.16 60
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EUBANK KY 42567 5 03/21/03 34
0416563773 05 05/01/03 0
0416563773 O 04/01/18
0
8558213 E22/G02 F 52,000.00 ZZ
360 51,967.68 1
8.375 395.24 80
8.125 395.24
DURHAM NC 27703 1 03/27/03 34
0416615979 05 05/01/03 0
0416615979 N 04/01/33
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8558219 E22/G02 F 347,000.00 ZZ
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0416183531 05 05/01/03 0
0416183531 O 04/01/33
0
8558289 E82/R44 F 182,000.00 ZZ
360 181,874.75 1
7.875 1,319.63 52
7.375 1,319.63
THOUSAND OAKS CA 91360 2 03/21/03 34
0400795431 05 05/01/03 0
0400795431 O 04/01/33
0
8558365 E82/G02 F 294,500.00 ZZ
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DENVER CO 80202 2 03/24/03 34
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0400790341 O 04/01/33
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8558367 E82/G02 F 238,000.00 ZZ
180 237,289.06 1
7.625 2,223.23 74
7.375 2,223.23
1
CHINO HILLS CA 91709 2 03/21/03 34
0400791307 05 05/01/03 0
0400791307 O 04/01/18
0
8558693 T87/T87 F 155,795.17 ZZ
360 155,685.21 1
7.750 1,116.14 87
7.250 1,116.14
BOLINGBROOK IL 60490 5 03/07/03 23
6000015191 05 05/01/03 0
6000015191 O 04/01/33
0
8558695 T87/T87 F 308,772.90 ZZ
360 308,563.60 1
7.950 2,254.92 86
7.450 2,254.92
MEDFORD MA 02155 5 03/10/03 23
1010025503 05 05/01/03 0
1010025503 O 04/01/33
0
8558697 T87/T87 F 144,878.39 ZZ
360 144,793.26 1
8.850 1,150.13 81
8.350 1,150.13
FINKSBURG MD 21048 5 03/03/03 23
1010025404 05 05/01/03 0
1010025404 O 04/01/33
0
8558931 Y37/R44 F 91,700.00 ZZ
360 91,661.55 1
10.250 821.72 70
9.750 821.72
CAMDEN SC 29020 5 04/07/03 00
0435651229 05 05/11/03 0
1 O 04/11/33
0
8558969 T76/R44 F 89,250.00 ZZ
360 89,195.93 1
8.500 686.26 85
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KINGSTON TN 37763 5 03/19/03 34
0435567318 05 05/01/03 0
KTI03147 O 04/01/33
0
1
8558971 T76/G02 F 64,620.00 ZZ
360 64,584.34 1
8.950 517.62 90
8.700 517.62
DADE CITY FL 33525 1 03/05/03 34
0435568530 05 05/01/03 0
03205 N 04/01/33
0
8558995 T76/R44 F 63,200.00 ZZ
360 63,100.12 1
7.200 428.99 80
6.700 428.99
LA FONTAINE IN 46940 2 03/20/03 34
0435568886 05 04/25/03 0
SM033883 O 03/25/33
0
8558997 T76/R44 F 82,800.00 ZZ
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JACKSONVILLE FL 32210 5 03/04/03 23
0435568696 05 05/01/03 0
FX030278 O 04/01/33
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8559005 T76/R44 F 143,000.00 ZZ
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SMITHVILLE GA 31763 5 03/19/03 34
0435566013 05 05/01/03 0
031020 O 04/01/33
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8559027 T76/G02 F 76,500.00 ZZ
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8.750 601.83 85
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OSTEEN FL 32764 5 03/07/03 34
0435568456 05 05/01/03 0
03038LM O 04/01/33
0
8559047 T76/G02 F 44,800.00 ZZ
120 44,348.16 1
1
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CORBIN KY 40701 5 03/17/03 34
0435569215 05 04/21/03 0
KM1776 O 03/21/13
0
8559067 T76/G02 F 92,250.00 ZZ
360 92,136.67 1
8.450 706.06 90
8.200 706.06
ORANGE VA 22960 5 03/11/03 34
0435567300 05 04/11/03 0
0343 O 03/11/33
0
8559069 T76/G02 F 80,100.00 ZZ
360 80,016.64 1
9.250 658.96 90
9.000 658.96
AKRON OH 44307 5 03/21/03 23
0435569843 05 04/21/03 0
23020107 N 03/21/33
0
8559071 T76/G02 F 53,600.00 ZZ
240 53,225.65 1
8.500 465.15 80
8.250 465.15
COLUMBUS OH 43211 2 03/07/03 34
0435566054 05 04/07/03 0
0105 N 03/07/23
0
8559075 T76/R44 F 90,900.00 ZZ
360 90,852.68 1
9.230 746.49 90
8.730 746.49
MERRILLVILLE IN 46410 5 03/06/03 34
0435568498 05 05/01/03 0
11383 O 04/01/33
0
8559077 T76/G02 F 79,600.00 ZZ
360 79,559.16 1
9.300 657.74 80
9.050 657.74
HINESVILLE GA 31313 1 03/10/03 34
0435565957 05 05/01/03 0
1
030265 O 04/01/33
0
8559087 T76/G02 F 57,000.00 ZZ
360 56,930.70 1
8.500 438.28 95
8.250 438.28
ZANESVILLE OH 43701 2 03/03/03 34
0435567102 05 04/07/03 0
33601 O 03/07/33
0
8559091 T76/G02 F 60,000.00 ZZ
360 59,967.16 1
8.990 482.34 75
8.740 482.34
RIDGELAND SC 29936 5 03/12/03 34
0435567391 05 05/01/03 0
0245 O 04/01/33
0
8559093 T76/R44 F 51,000.00 ZZ
360 50,946.93 1
9.250 419.56 85
8.750 419.56
ZAINESVILLE OH 43701 5 03/21/03 23
0435566070 05 04/26/03 0
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BAY CITY MI 48708 5 03/24/03 34
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380371 O 04/01/33
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1
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HARVEY IL 60426 5 03/12/03 00
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11389 N 04/12/33
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HOBART IN 46342 5 02/24/03 00
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CHAMPAIGN IL 61820 5 03/10/03 00
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11393 O 04/01/33
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11370 O 04/01/33
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1
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200303001 O 04/01/23
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LONDON KY 40741 5 03/26/03 00
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TACOMA WA 98409 5 03/24/03 34
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PAHRUMP NV 89408 5 03/11/03 34
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COTTON MN 55724 5 03/24/03 00
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DETROIT MI 48224 5 03/24/03 34
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FREDERICKSBURG VA 22407 5 03/24/03 23
0435577390 05 05/01/03 0
2003475988 O 04/01/33
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CAYCE SC 29033 1 03/14/03 00
0435573712 05 05/01/03 0
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8560447 Q64/R44 F 78,400.00 ZZ
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8560455 Q64/R44 F 182,400.00 ZZ
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8560467 Q64/R44 F 153,750.00 ZZ
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9.375 1,278.82 75
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BEAUFORT SC 29906 5 03/12/03 34
0435603147 05 05/01/03 0
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8560477 Q64/G02 F 97,500.00 ZZ
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0435602180 03 05/01/03 0
0106881808 O 04/01/33
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360 71,209.00 1
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CLARKSVILLE TN 37040 2 03/12/03 34
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0306572504 O 04/01/33
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8560487 Q64/G02 F 79,850.00 ZZ
360 79,787.71 1
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8560503 Q64/R44 F 139,500.00 ZZ
360 139,431.38 1
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STUART FL 34997 1 03/14/03 34
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1
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FORT WORTH TX 76112 5 03/11/03 00
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0106730401 O 04/01/33
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8561657 E82/R44 F 35,000.00 ZZ
360 34,983.68 1
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DES MOINES IA 50314 5 03/26/03 34
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MARYSVILLE MI 48040 5 03/14/03 00
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8562305 P29/G02 F 69,500.00 ZZ
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DES MOINES IA 50311 5 03/27/03 34
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8562451 P29/G02 F 79,200.00 ZZ
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DES MOINES IA 50312 2 03/27/03 34
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DES MOINES IA 50312 2 03/27/03 34
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8562565 W39/R44 F 50,000.00 ZZ
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EL PASO TX 79924 1 03/25/03 34
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PN132189 O 04/01/33
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8562587 H76/R44 F 40,000.00 ZZ
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MANISTEE MI 49660 5 03/26/03 00
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2003478572 O 04/01/18
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8562601 E65/G02 F 130,350.00 ZZ
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MARYSVILLE MI 48040 5 03/14/03 00
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COLUMBIA SC 29223 5 03/17/03 34
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8562777 Q64/R44 F 128,800.00 T
360 128,711.36 1
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0106853609 O 04/01/33
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0306744707 O 04/01/18
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BROOK PARK OH 44142 5 03/03/03 34
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8562795 Q64/R44 F 78,750.00 ZZ
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ORLANDO FL 32822 5 03/13/03 34
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0305895906 O 03/01/33
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BEREA KY 40403 5 03/10/03 34
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0306778606 O 04/01/33
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8562805 Q64/R44 F 60,000.00 ZZ
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MOUNT PLEASANT SC 29464 5 03/13/03 34
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0106699200 O 04/01/18
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8562813 Q64/G02 F 144,000.00 ZZ
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LEXINGTON KY 40509 5 03/17/03 34
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0306809609 O 04/01/33
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8562817 Q64/G02 F 56,800.00 ZZ
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CINCINNATI OH 45231 5 03/13/03 23
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MARYSVILLE MI 48040 5 03/14/03 00
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DAPHNE AL 36526 2 02/25/03 34
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3469435006 O 04/01/23
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8562839 Q64/R44 F 33,150.00 ZZ
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9.500 278.75 20
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LEAGUE CITY TX 77573 1 03/14/03 00
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0106880800 O 04/01/18
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8562841 Q64/R44 F 81,600.00 ZZ
360 81,554.25 1
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8568851 P67/G02 F 500,000.00 ZZ
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1
8570149 Y55/R44 F 62,250.00 TX
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0
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0
8570185 Y55/R44 F 54,400.00 ZZ
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1
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8570195 Y55/R44 F 172,000.00 ZZ
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8570199 Y55/R44 F 44,100.00 ZZ
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380414 O 03/01/18
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380486 O 04/01/33
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360 83,956.45 1
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380691 O 04/01/33
0
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0
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1
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0
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
11.990 232.70 20
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0
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0
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0
8570899 Y55/R44 F 27,998.00 ZZ
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0
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0
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1
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0
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2366723 O 03/01/18
0
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0
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360 34,658.09 1
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0
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0
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2366899 O 04/01/18
0
1
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0
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0
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0
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0
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0
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0
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2367119 O 04/01/18
0
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1
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0
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0
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0
8571003 Y55/R44 F 12,980.00 ZZ
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1
12.990 143.48 20
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0
8571007 Y55/R44 F 20,860.00 ZZ
360 20,855.22 1
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0
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0
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11.460 600.79
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2372387 O 04/01/18
0
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2372388 O 03/01/18
0
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0435597422 05 05/01/03 0
1
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0
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0435604921 05 05/01/03 0
2372480 O 04/01/18
0
8571031 Y55/R44 F 27,998.00 ZZ
360 27,990.82 1
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11.990 298.59
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0435585351 05 05/01/03 0
2372489 O 04/01/33
0
8571035 Y55/R44 F 20,670.00 ZZ
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2372521 O 04/01/18
0
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360 13,347.57 1
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XX XXXXXXXX XX 00000 1 03/18/03 00
0435596622 05 05/01/03 0
2372527 O 04/01/33
0
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360 14,172.42 1
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13.490 167.84
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2372550 O 04/01/33
0
1
8571047 Y55/R44 F 12,371.00 ZZ
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2372569 O 04/01/18
0
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2372630 O 04/01/18
0
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13.490 237.50
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2372655 O 04/01/18
0
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2372705 O 04/01/18
0
8571059 Y55/R44 F 19,600.00 ZZ
180 19,489.18 1
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0435583349 01 03/01/03 0
2376118 O 02/01/18
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1
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0435597539 05 05/01/03 0
2376132 O 04/01/18
0
8571063 Y55/R44 F 13,600.00 ZZ
180 13,597.52 1
13.990 161.03 20
13.490 161.03
XXXXXXXXXX XX 00000 1 03/20/03 00
0435592811 05 05/01/03 0
2376137 O 04/01/18
0
8571065 Y55/R44 F 20,250.00 ZZ
180 20,246.30 1
13.990 239.78 15
13.490 239.78
XXXXXXXXXXXX XX 00000 1 03/10/03 00
0435598156 05 05/01/03 0
2376297 O 04/01/18
0
8571067 Y55/R44 F 21,345.00 ZZ
180 21,341.11 1
13.990 252.74 15
13.490 252.74
XXXXX XXXX XX 00000 1 03/21/03 00
0435595459 05 05/01/03 0
2376404 O 04/01/18
0
8571071 Y55/R44 F 10,800.00 ZZ
180 10,798.03 1
13.990 127.88 15
13.490 127.88
XXXXXXX XX 00000 1 03/04/03 00
0435607171 05 05/01/03 0
2376424 O 04/01/18
0
8571073 Y55/R44 F 22,198.00 ZZ
180 22,193.95 1
13.990 262.84 20
13.490 262.84
FT. XXXXX XX 00000 1 03/18/03 00
0435605183 05 05/01/03 0
2376455 O 04/01/18
0
1
8571075 Y55/R44 F 10,350.00 ZZ
180 10,348.11 1
13.990 122.55 15
13.490 122.55
WHITE XXXXXXXXX XX 00000 1 03/14/03 00
0435584388 05 05/01/03 0
2376484 O 04/01/18
0
8571079 Y55/R44 F 39,480.00 ZZ
180 39,470.95 1
12.990 436.42 10
12.490 436.42
XXXXXXXXXX XX 00000 1 03/25/03 00
0435592795 05 05/01/03 0
2376489 O 04/01/18
0
8571081 Y55/R44 F 20,400.00 ZZ
180 20,392.52 1
13.990 241.55 15
13.490 241.55
XXXXXX XX 00000 1 02/24/03 00
0435607346 05 04/01/03 0
2376593 O 03/01/18
0
8571085 Y55/R44 F 26,206.00 ZZ
360 26,199.99 1
12.990 289.69 20
12.490 289.69
XXXXXXXXXXXX XX 00000 1 03/14/03 00
0435604772 05 05/01/03 0
2376601 O 04/01/33
0
8571087 Y55/R44 F 22,400.00 ZZ
180 22,358.22 1
12.740 279.59 20
12.240 279.59
XXXXXXX XX 00000 1 03/07/03 00
0435599089 05 05/01/03 0
2376605 O 04/01/18
0
8571089 Y55/R44 F 21,360.00 ZZ
360 21,354.52 1
1
12.490 227.80 15
11.990 227.80
XXXXXXXXXX XX 00000 1 03/12/03 00
0435595780 05 05/01/03 0
2376616 O 04/01/33
0
8571093 Y55/R44 F 20,000.00 ZZ
180 19,923.20 1
12.490 246.37 20
11.990 246.37
XXXXXXXXXX XX 00000 1 02/28/03 00
0435599568 05 04/01/03 0
2376641 O 03/01/18
0
8571095 Y55/R44 F 19,099.00 ZZ
180 19,091.98 1
13.990 226.15 10
13.490 226.15
XXXXXX XX 00000 1 02/21/03 00
0435587605 05 04/01/03 0
2376653 O 03/01/18
0
8571097 Y55/R44 F 35,235.00 ZZ
180 35,228.57 1
13.990 417.21 15
13.490 417.21
XXXXXXXXXX XX 00000 1 03/20/03 00
0435585138 05 05/01/03 0
2376677 O 04/01/18
0
8571099 Y55/R44 F 10,000.00 ZZ
180 9,998.17 1
13.990 118.41 8
13.490 118.41
XXXXXX XX 00000 1 03/11/03 00
0435595616 05 05/01/03 0
2376758 O 04/01/18
0
8571101 Y55/R44 F 22,200.00 ZZ
180 22,154.28 1
13.990 262.87 15
13.490 262.87
XXXX XXXXX XX 00000 1 02/27/03 00
0435591441 05 04/01/03 0
1
2376788 O 03/01/18
0
8571103 Y55/R44 F 26,400.00 ZZ
180 26,393.23 1
12.490 281.55 20
11.990 281.55
XXXXXXXXXX XX 00000 2 02/28/03 00
0435595681 05 05/01/03 0
2376818 O 04/01/18
0
8571105 Y55/R44 F 19,875.00 ZZ
180 19,867.70 1
13.990 235.34 15
13.490 235.34
XXXX XXXXX XX 00000 1 02/28/03 00
0435597166 05 04/01/03 0
2376821 O 03/01/18
0
8571107 Y55/R44 F 25,623.00 ZZ
360 25,618.32 1
13.990 303.40 15
13.490 303.40
XXXXXXX XX 00000 1 03/14/03 00
0435584834 05 05/01/03 0
2376837 O 04/01/33
0
8571111 Y55/R44 F 12,600.00 ZZ
180 12,597.70 1
13.990 149.19 15
13.490 149.19
XXXXXXXXX XX 00000 1 03/12/03 00
0435592746 05 05/01/03 0
2376866 O 04/01/18
0
8571113 Y55/R44 F 15,900.00 ZZ
180 15,897.10 1
13.990 188.27 20
13.490 188.27
XXXXXXXXXX XX 00000 1 03/24/03 00
0435596630 05 05/01/03 0
2376944 O 04/01/18
0
1
8571115 Y55/R44 F 22,350.00 ZZ
180 22,313.07 1
13.990 297.49 15
13.490 297.49
XXXXXXXXXX XX 00000 1 03/11/03 00
0435597000 05 05/01/03 0
2376955 O 04/01/18
0
8571117 Y55/R44 F 22,800.00 ZZ
180 22,794.77 1
12.990 252.04 15
12.490 252.04
XXXXXXXXXX XX 00000 1 03/17/03 00
0435599709 05 05/01/03 0
2377008 O 04/01/18
0
8571119 Y55/R44 F 28,520.00 ZZ
360 28,504.35 1
8.980 229.07 20
8.480 229.07
XXXXXXXXX XX 00000 1 03/17/03 00
0435604822 05 05/01/03 0
2380295 O 04/01/33
0
8571125 Y55/R44 F 22,400.00 ZZ
360 22,395.92 1
13.990 265.23 20
13.490 265.23
XXXXXXXXX XX 00000 1 03/05/03 00
0435599071 05 05/01/03 0
2380479 O 04/01/33
0
8571127 Y55/R44 F 25,112.00 ZZ
360 25,083.89 1
8.900 200.25 20
8.400 200.25
XXXXXXXXXXXXXX XX 00000 1 03/04/03 00
0435599667 05 04/01/03 0
2380623 O 03/01/33
0
8571129 Y55/R44 F 24,600.00 ZZ
180 24,554.12 1
12.740 307.05 20
12.240 307.05
1
XXXXXXXX XX 00000 1 03/14/03 00
0435585005 05 05/01/03 0
2380651 O 04/01/18
0
8571131 Y55/R44 F 25,576.00 ZZ
360 25,569.80 1
12.740 277.73 20
12.240 277.73
XXXXXXX XX 00000 1 03/20/03 00
0435583075 05 05/01/03 0
2380693 O 04/01/33
0
8571133 Y55/R44 F 14,550.00 ZZ
180 14,547.35 1
13.990 172.28 15
13.490 172.28
XXXXXXXXXX XX 00000 1 03/13/03 00
0435585567 05 05/01/03 0
2380735 O 04/01/18
0
8571137 Y55/R44 F 14,946.00 ZZ
360 14,937.66 1
8.900 119.19 15
8.400 119.19
XXXXXXXXX XX 00000 1 03/17/03 00
0435584925 05 05/01/03 0
2380749 O 04/01/33
0
8571171 Y55/R44 F 19,980.00 ZZ
360 19,970.79 1
12.990 220.86 20
12.490 220.86
XXXXXX XXXXXXX XX 00000 1 03/05/03 00
0435606710 05 04/01/03 0
2380803 O 03/01/33
0
8571173 Y55/R44 F 20,000.00 ZZ
360 19,977.09 1
8.900 159.49 20
8.400 159.49
XXXXXXXXX XX 00000 1 02/28/03 00
0435596416 05 04/01/03 0
2380804 O 03/01/33
0
1
8571175 Y55/R44 F 14,175.00 ZZ
180 14,172.42 1
13.990 167.84 15
13.490 167.84
XXXXXXX XX 00000 1 03/14/03 00
0435602842 05 05/01/03 0
2380846 O 04/01/18
0
8571177 Y55/R44 F 19,050.00 ZZ
360 19,046.52 1
13.990 225.57 15
13.490 225.57
XXXXX XX 00000 1 03/12/03 00
0435605878 05 05/01/03 0
2380857 O 04/01/33
0
8571181 Y55/R44 F 18,300.00 ZZ
180 18,295.81 1
12.990 202.29 20
12.490 202.29
BAKER LA 70714 1 03/10/03 00
0435607320 05 05/01/03 0
2380880 O 04/01/18
0
8571183 Y55/R44 F 23,535.00 ZZ
360 23,530.71 1
13.990 278.67 15
13.490 278.67
XXXXXXXXX XX 00000 1 03/04/03 00
0435607288 05 05/01/03 0
2380882 O 04/01/33
0
8571187 Y55/R44 F 11,400.00 ZZ
360 11,393.64 1
8.900 90.91 20
8.400 90.91
XXXXXXXXXXX XX 00000 1 03/14/03 00
0435597687 05 05/01/03 0
2380905 O 04/01/33
0
8571189 Y55/R44 F 22,425.00 ZZ
180 22,420.91 1
1
13.990 265.53 15
13.490 265.53
XXXXXXXXX XX 00000 1 03/19/03 00
0435606975 05 05/01/03 0
2380931 O 04/01/18
0
8571195 Y55/R44 F 23,535.00 ZZ
180 23,530.71 1
13.990 278.67 15
13.490 278.67
XXXXXXXXX XX 00000 1 03/14/03 00
0435597638 05 05/01/03 0
2381003 O 04/01/18
0
8571197 Y55/R44 F 13,600.00 ZZ
180 13,597.52 1
13.990 161.03 10
13.490 161.03
XXXXXXX XX 00000 1 03/11/03 00
0435592506 05 05/01/03 0
2385847 O 04/01/18
0
8571199 Y55/R44 F 21,848.00 ZZ
360 21,844.01 1
13.990 258.70 15
13.490 258.70
XXXXXXX XX 00000 1 03/04/03 00
0435587530 05 05/01/03 0
2385866 O 04/01/33
0
8571201 Y55/R44 F 20,917.00 ZZ
360 20,913.19 1
13.990 247.67 15
13.490 247.67
XXXXXXXX XXXX XX 00000 1 03/14/03 00
0435596036 05 05/01/03 0
2385895 O 04/01/33
0
8571203 Y55/R44 F 21,200.00 ZZ
360 21,195.14 1
12.990 234.35 20
12.490 234.35
XXX XXXXX XX 00000 1 03/14/03 00
0435584958 05 05/01/03 0
1
2385899 O 04/01/33
0
8571207 Y55/R44 F 14,500.00 ZZ
360 14,497.36 1
13.990 171.69 10
13.490 171.69
XXXXXXX XX 00000 1 03/17/03 00
0435587571 05 05/01/03 0
2386085 O 04/01/33
0
8571209 Y55/R44 F 26,076.00 ZZ
360 26,071.24 1
13.990 308.76 15
13.490 308.76
XXXXXXX XX 00000 1 03/04/03 00
0435598404 05 05/01/03 0
2386187 O 04/01/33
0
8571211 Y55/R44 F 25,600.00 ZZ
360 25,587.53 1
12.740 277.99 20
12.240 277.99
XXXXX XX 00000 1 03/03/03 00
0435587746 05 04/01/03 0
2386199 O 03/01/33
0
8571213 Y55/R44 F 21,600.00 ZZ
360 21,592.28 1
10.990 205.54 20
10.490 205.54
XXXXXXX XX 00000 1 03/14/03 00
0435602024 05 05/01/03 0
2386211 O 04/01/33
0
8571215 Y55/R44 F 31,162.00 ZZ
360 31,156.32 1
13.990 368.98 15
13.490 368.98
XXXXXXXXX XX 00000 1 03/17/03 00
0435592357 05 05/01/03 0
2386212 O 04/01/33
0
1
8571217 Y55/R44 F 17,098.00 ZZ
360 17,094.88 1
13.990 202.45 15
13.490 202.45
XXXXXXX XX 00000 1 03/05/03 00
0435596713 05 05/01/03 0
2386218 O 04/01/33
0
8571219 Y55/R44 F 27,800.00 ZZ
360 27,785.67 1
12.490 296.48 20
11.990 296.48
XXXXXXXX XX 00000 1 02/21/03 00
0435605761 05 04/01/03 0
2386255 O 03/01/33
0
8571221 Y55/R44 F 19,631.00 ZZ
360 19,623.78 1
13.990 232.45 15
13.490 232.45
XXXXXXX XX 00000 1 02/28/03 00
0435584263 05 04/01/03 0
2386257 O 03/01/33
0
8571225 Y55/R44 F 16,200.00 ZZ
360 16,194.06 1
13.990 191.82 20
13.490 191.82
XXXXXX XX 00000 1 03/06/03 00
0435585393 05 04/01/03 0
2386308 O 03/01/33
0
8571229 Y55/R44 F 15,270.00 ZZ
360 15,267.21 1
13.990 180.81 15
13.490 180.81
XXXXX XX 00000 1 03/25/03 00
0435585237 05 05/01/03 0
2386317 O 04/01/33
0
8571233 Y55/R44 F 18,000.00 ZZ
180 17,996.72 1
13.990 213.13 15
13.490 213.13
1
XXXXXX XX 00000 1 03/21/03 00
0435591508 05 05/01/03 0
2386333 O 04/01/18
0
8571235 Y55/R44 F 15,675.00 ZZ
360 15,672.14 1
13.990 185.60 15
13.490 185.60
XXXXXX XX 00000 1 03/18/03 00
0435591524 05 05/01/03 0
2386336 O 04/01/33
0
8571237 Y55/R44 F 30,200.00 ZZ
180 30,099.62 1
13.990 401.98 20
13.490 401.98
XXXXXX XX 00000 1 02/28/03 00
0435596176 03 04/01/03 0
2386388 O 03/01/18
0
8571239 Y55/R44 F 17,385.00 ZZ
180 17,381.83 1
13.990 205.85 15
13.490 205.85
XXXXXX XX 00000 1 03/14/03 00
0435583406 05 05/01/03 0
2386405 O 04/01/18
0
8571241 Y55/R44 F 31,000.00 ZZ
360 30,992.49 1
12.740 336.63 20
12.240 336.63
DRIPPING XXXXXX XX 00000 1 03/20/03 00
0435584743 05 05/01/03 0
2386416 O 04/01/33
0
8571245 Y55/R44 F 13,300.00 ZZ
360 13,297.58 1
13.990 157.48 20
13.490 157.48
XXXXXXXXX XX 00000 1 03/24/03 00
0435587852 05 05/01/03 0
2386425 O 04/01/33
0
1
8571247 Y55/R44 F 26,712.00 ZZ
360 26,704.34 1
11.990 274.56 20
11.490 274.56
XXXXXXX XX 00000 1 03/05/03 00
0435602073 05 05/01/03 0
2386440 O 04/01/33
0
8571249 Y55/R44 F 17,400.00 ZZ
360 17,396.82 1
13.990 206.03 15
13.490 206.03
XXXXXXXX XXXX XX 00000 1 03/20/03 00
0435607148 05 05/01/03 0
2386520 O 04/01/33
0
8571251 Y55/R44 F 15,600.00 ZZ
360 15,596.42 1
12.990 172.45 20
12.490 172.45
XXXXXXXX XX 00000 1 03/17/03 00
0435591458 05 05/01/03 0
2386523 O 04/01/33
0
8571253 Y55/R44 F 22,000.00 ZZ
360 21,995.98 1
13.990 260.50 10
13.490 260.50
XXXXXX XX 00000 1 03/18/03 00
0435583646 05 05/01/03 0
2386534 O 04/01/33
0
8571255 Y55/R44 F 12,000.00 ZZ
360 11,997.81 1
13.990 142.09 15
13.490 142.09
XXXXXXX XX 00000 1 03/13/03 00
0435595566 05 05/01/03 0
2386549 O 04/01/33
0
8571257 Y55/R44 F 13,485.00 ZZ
360 13,482.54 1
1
13.990 159.67 15
13.490 159.67
XXXXXXX XX 00000 1 03/13/03 00
0435596788 05 05/01/03 0
2386550 O 04/01/33
0
8571259 Y55/R44 F 15,000.00 ZZ
180 14,997.26 1
13.990 177.61 10
13.490 177.61
XXXXXXX XX 00000 1 03/17/03 00
0435599204 05 05/01/03 0
2386581 O 04/01/18
0
8571261 Y55/R44 F 21,669.00 ZZ
360 21,665.04 1
13.990 256.58 10
13.490 256.58
XXXXXXX XX 00000 1 03/21/03 00
0435607304 05 05/01/03 0
2386630 O 04/01/33
0
8571263 Y55/R44 F 13,425.00 ZZ
360 13,422.55 1
13.990 158.96 15
13.490 158.96
XXXXXXX XX 00000 1 03/17/03 00
0435596275 05 05/01/03 0
2386643 O 04/01/33
0
8571265 Y55/R44 F 17,550.00 ZZ
360 17,546.79 1
13.990 207.81 15
13.490 207.81
XXXXXX XX 00000 1 03/20/03 00
0435601497 05 05/01/03 0
2386667 O 04/01/33
0
8571267 Y55/R44 F 10,410.00 ZZ
180 10,375.40 1
13.990 138.56 15
13.490 138.56
XXXX XX 00000 1 02/28/03 00
0435601315 05 04/01/03 0
1
2390001 O 03/01/18
0
8571269 Y55/R44 F 20,025.00 ZZ
360 20,021.35 1
13.990 237.11 15
13.490 237.11
XXXXXX XX 00000 1 03/20/03 00
0435601844 05 05/01/03 0
2390022 O 04/01/33
0
8571273 Y55/R44 F 25,815.00 ZZ
180 25,810.29 1
13.990 305.67 15
13.490 305.67
XXXXXXX XX 00000 1 03/18/03 00
0435607064 05 05/01/03 0
2390065 O 04/01/18
0
8571275 Y55/R44 F 37,780.00 ZZ
360 37,766.12 1
13.990 447.35 20
13.490 447.35
XXXXXXX XX 00000 1 02/14/03 00
0435598933 03 04/01/03 0
2390078 O 03/01/33
0
8571277 Y55/R44 F 16,000.00 ZZ
360 15,990.26 1
11.740 161.38 20
11.240 161.38
XXXXXXXXXXXX XX 00000 5 02/24/03 00
0435599477 05 04/01/03 0
2390161 O 03/01/33
0
8571279 Y55/R44 F 18,440.00 ZZ
360 18,435.53 1
12.740 200.24 20
12.240 200.24
XXXXXXXXXXXX XX 00000 1 03/20/03 00
0435597232 05 05/01/03 0
2390263 O 04/01/33
0
1
8571281 Y55/R44 F 10,000.00 ZZ
360 9,994.45 1
13.990 118.41 6
13.490 118.41
XXXXXXXXXX XX 00000 2 01/15/03 00
0435606397 05 03/01/03 0
251013 O 02/01/33
0
8571283 Y55/R44 F 11,550.00 ZZ
360 11,543.66 1
8.980 92.77 15
8.480 92.77
XXXXXXXXX XX 00000 1 03/17/03 00
0435596424 09 05/01/03 0
2324738 O 04/01/33
0
8571285 Y55/R44 F 20,850.00 ZZ
180 20,709.76 1
13.990 277.53 15
13.490 277.53
XXXXXXXXXXX XX 00000 1 12/20/02 00
0435582960 05 02/01/03 0
2324778 O 01/01/18
0
8571289 Y55/R44 F 14,235.00 ZZ
180 14,229.79 1
13.990 168.55 15
13.490 168.55
XXXXXXXXX XX 00000 1 02/28/03 00
0435599444 07 04/01/03 0
2324983 O 03/01/18
0
8571293 Y55/R44 F 10,000.00 ZZ
360 9,994.51 1
8.980 80.32 12
8.480 80.32
XXXXXXXXX XX 00000 1 03/18/03 00
0435606157 07 05/01/03 0
2329048 O 04/01/33
0
8571295 Y55/R44 F 36,200.00 ZZ
180 36,140.18 1
13.990 481.85 20
13.490 481.85
1
XXX XXXXX XX 00000 1 03/10/03 00
0435603451 05 05/01/03 0
2329336 O 04/01/18
0
8571297 Y55/R44 F 24,075.00 ZZ
180 24,066.15 1
13.990 285.07 15
13.490 285.07
XXXXX XXX XXXXX XX 00000 1 02/27/03 00
0435607262 05 04/01/03 0
2329338 O 03/01/18
0
8571299 Y55/R44 F 15,375.00 ZZ
360 15,366.42 1
8.900 122.61 10
8.400 122.61
XXXXXXXXXXXXXX XX 00000 1 03/14/03 00
0435607189 05 05/01/03 0
2329353 O 04/01/33
0
8571301 Y55/R44 F 21,750.00 ZZ
360 21,746.03 1
13.990 257.54 15
13.490 257.54
XXXXXXXXX XX 00000 1 03/12/03 00
0435597869 05 05/01/03 0
2329374 O 04/01/33
0
8571303 Y55/R44 F 29,980.00 ZZ
360 29,963.28 1
8.900 239.07 20
8.400 239.07
XXXXXXXX XX 00000 1 03/14/03 00
0435599600 05 05/01/03 0
2329403 O 04/01/33
0
8571305 Y55/R44 F 25,035.00 ZZ
360 25,021.04 1
8.900 199.64 15
8.400 199.64
XXXXXX XX 00000 1 03/06/03 00
0435583497 05 05/01/03 0
2329430 O 04/01/33
0
1
8571307 Y55/R44 F 31,260.00 ZZ
360 31,242.57 1
8.900 249.28 20
8.400 249.28
XXXXXXXXX XXXXX XX 00000 1 03/07/03 00
0435605100 05 05/01/03 0
2329446 O 04/01/33
0
8571309 Y55/R44 F 20,400.00 ZZ
360 20,377.16 1
8.900 162.68 20
8.400 162.68
XXXXXXXXX XX 00000 1 03/04/03 00
0435641683 07 04/01/03 0
2329463 O 03/01/33
0
8571311 Y55/R44 F 19,716.00 ZZ
360 19,712.41 1
13.990 233.45 20
13.490 233.45
NORTH XXXX XXXX XX 00000 1 03/14/03 00
0435607080 05 05/01/03 0
2329478 O 04/01/33
0
8571331 Y55/R44 F 31,600.00 ZZ
360 31,592.34 1
12.740 343.15 20
12.240 343.15
XXXXXXXXX XX 00000 1 03/12/03 00
0435605605 05 05/01/03 0
2329485 O 04/01/33
0
8571333 Y55/R44 F 25,500.00 ZZ
360 25,495.35 2
13.990 301.94 15
13.490 301.94
XXXX XXXXX XXXX XX 00000 1 03/18/03 00
0435597885 05 05/01/03 0
2329533 O 04/01/33
0
8571335 Y55/R44 F 17,920.00 ZZ
360 17,916.73 1
1
13.990 212.19 20
13.490 212.19
XXXXX XX 00000 1 03/20/03 00
0435606090 05 05/01/03 0
2329584 O 04/01/33
0
8571337 Y55/R44 F 12,525.00 ZZ
360 12,510.97 1
8.900 99.88 15
8.400 99.88
XXXXXXX XX 00000 1 02/28/03 00
0435595707 05 04/01/03 0
2333911 O 03/01/33
0
8571343 Y55/R44 F 11,250.00 ZZ
180 11,244.06 1
13.990 133.21 15
13.490 133.21
XXXXXXX XX 00000 1 03/03/03 00
0435606595 05 04/01/03 0
2334043 O 03/01/18
0
8571345 Y55/R44 F 41,344.00 ZZ
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0
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0
8571381 Y55/R44 F 21,000.00 ZZ
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0
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0
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0
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0
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0
8571531 N23/G02 F 208,000.00 ZZ
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0
8571563 W08/R44 F 312,000.00 ZZ
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8571589 S20/R44 F 50,000.00 ZZ
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0
8571787 F64/R44 F 116,000.00 ZZ
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8571973 Q87/G02 F 68,000.00 ZZ
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0
8571975 313/G02 F 160,000.00 ZZ
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0
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0
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0
8573213 E22/G02 F 164,000.00 ZZ
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0
8573235 E22/R44 F 101,600.00 ZZ
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0
8573239 E22/R44 F 100,800.00 ZZ
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0
1
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0
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0
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0
8573261 E22/R44 F 172,900.00 ZZ
360 172,800.52 1
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0
8573285 E22/G02 F 90,000.00 ZZ
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0
8573371 E22/R44 F 112,800.00 ZZ
360 112,728.07 1
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1
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0
8573407 E22/G02 F 60,300.00 ZZ
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0
8573409 E22/G02 F 69,000.00 ZZ
360 68,953.70 1
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0
8573417 E22/G02 F 146,650.00 ZZ
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0
8573421 E22/G02 F 147,300.00 ZZ
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0
8573439 E22/G02 F 56,800.00 ZZ
360 56,762.84 1
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0416546695 05 05/01/03 0
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0
1
8573783 Q64/G02 F 80,000.00 ZZ
240 79,855.52 1
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0
8573793 Q64/R44 F 46,500.00 ZZ
360 46,471.83 1
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0
8573813 Q64/G02 F 92,500.00 ZZ
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0
8573857 Q64/R44 F 110,000.00 ZZ
360 109,909.83 1
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0
8573869 Q64/G02 F 112,000.00 ZZ
360 111,935.56 1
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0
8573907 Q64/G02 F 50,000.00 ZZ
360 49,975.40 1
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0
8573917 Q64/R44 F 112,500.00 ZZ
360 112,441.68 1
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0435590922 05 05/01/03 0
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0
8573923 Q64/R44 F 63,200.00 ZZ
360 63,168.08 1
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0
8573927 Q64/R44 F 146,800.00 ZZ
180 146,696.38 1
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0435590823 01 05/01/03 0
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0
8573931 Q64/G02 F 107,200.00 ZZ
360 107,138.32 2
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0
8573941 Q64/G02 F 54,400.00 ZZ
180 54,367.88 1
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0435584461 05 05/01/03 0
1
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0
8573949 Q64/R44 F 43,000.00 ZZ
360 42,980.97 1
10.000 377.36 54
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0
8573963 Q64/R44 F 28,000.00 ZZ
180 27,991.53 1
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0
8573977 Q64/R44 F 88,000.00 ZZ
360 87,942.43 1
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0435585179 05 05/01/03 0
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0
8573985 Q64/R44 F 74,400.00 ZZ
360 74,356.07 1
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0435585716 09 05/01/03 0
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0
8574007 Q64/G02 F 50,550.00 ZZ
360 50,523.79 1
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0435585039 05 05/01/03 0
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0
1
8574029 Q64/R44 F 55,200.00 ZZ
360 55,167.41 1
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0
8574035 Q64/R44 F 88,000.00 ZZ
360 87,954.37 1
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0
8574039 Q64/R44 F 58,500.00 ZZ
360 58,469.67 1
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0
8574047 Q64/R44 F 174,250.00 ZZ
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0
8574059 Q64/G02 F 74,375.00 ZZ
180 74,332.21 2
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0435584693 05 05/01/03 0
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0
8574063 Q64/G02 F 110,000.00 T
180 109,935.06 1
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1
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0435587464 05 05/01/03 0
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0
8574083 Q64/R44 F 110,250.00 ZZ
360 110,192.84 1
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0
8574099 Q64/R44 F 80,000.00 ZZ
360 79,943.54 1
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0435587555 05 05/01/03 0
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0
8574119 Q64/R44 F 52,000.00 ZZ
180 51,881.57 1
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0435582911 05 05/01/03 0
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0
8574135 Q64/R44 F 69,900.00 ZZ
360 69,862.80 1
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0
8575873 Q14/R44 F 95,000.00 ZZ
360 94,942.45 1
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0435591789 05 05/01/03 0
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0
1
8576041 Q14/G02 F 31,800.00 ZZ
360 31,779.73 1
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8.000 238.90
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0435591896 05 05/01/03 0
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0
8576337 Q14/R44 F 300,000.00 ZZ
360 299,494.48 1
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0435586755 03 04/01/03 0
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0
8576409 Q14/R44 F 69,750.00 ZZ
360 69,706.65 1
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0435590880 05 05/01/03 0
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0
8576605 Q14/R44 F 65,000.00 ZZ
360 64,961.63 2
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0435585252 05 05/01/03 0
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0
8576635 Q14/G02 F 84,000.00 ZZ
360 83,931.15 1
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0435591870 05 05/01/03 0
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0
8576637 W02/G02 F 120,000.00 ZZ
180 119,640.75 1
1
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0435692199 05 05/01/03 0
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0
8576641 W02/R44 F 155,700.00 ZZ
360 155,429.27 1
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0
8576645 W02/G02 F 289,000.00 ZZ
360 288,797.25 1
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0
8576647 W02/G02 F 70,000.00 ZZ
360 69,960.38 1
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XXXX X XXXXX XX 00000 5 03/07/03 00
0435694054 05 05/01/03 0
1001897214 O 04/01/33
0
8576653 W02/R44 F 55,250.00 ZZ
360 55,183.84 1
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0435694179 05 05/01/03 0
1001962827 O 04/01/33
0
8576655 W02/G02 F 90,900.00 ZZ
360 90,846.93 1
8.680 710.58 90
8.430 710.58
XXXX XXXXX XX 00000 5 03/27/03 23
0435623681 05 05/01/03 0
1
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0
8576691 W02/G02 F 65,600.00 ZZ
360 65,566.69 1
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9.100 544.44
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0435623962 27 05/01/03 0
1001974731 O 04/01/33
0
8576707 W02/G02 F 157,500.00 ZZ
360 157,353.98 1
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0435692397 05 05/01/03 0
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0
8576717 W02/R44 F 168,750.00 ZZ
360 168,655.49 1
8.880 1,343.26 75
8.380 1,343.26
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0435687025 05 05/01/03 0
1002063484 O 04/01/33
0
8576723 W02/R44 F 67,500.00 ZZ
360 67,431.33 1
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8.860 560.70
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0
8576727 U42/G02 F 80,000.00 ZZ
360 79,937.59 1
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7.000 545.74
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0
1
8576737 W02/R44 F 48,000.00 ZZ
360 47,948.00 1
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8.560 388.30
XXXX XXXXX XX 00000 5 03/03/03 34
0435697164 05 04/07/03 0
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0
8576763 W02/G02 F 51,200.00 ZZ
360 51,165.50 1
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7.730 374.98
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0435687355 05 05/01/03 0
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0
8576767 K60/G02 F 285,269.82 ZZ
360 285,135.31 1
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1
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0
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LOS ANGELES CA 90044 5 03/13/03 34
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HOUSTON TX 77066 5 03/17/03 34
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CORONA CA 92881 5 03/14/03 34
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1
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BAKERSFIELD CA 93305 5 03/19/03 34
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POINT PLEASANT NJ 08742 5 03/21/03 34
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TUPELO MS 38804 5 03/18/03 34
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STOCKTON CA 95206 5 03/14/03 34
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DETROIT MI 48234 5 03/20/03 34
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DETROIT MI 48235 5 03/21/03 34
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PALMDALE CA 93550 5 03/18/03 34
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EL RENO OK 73036 5 03/24/03 34
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CLYDE TX 79510 5 03/19/03 34
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SAN FRANCISCO CA 94112 5 03/17/03 34
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LOS ANGELES CA 91340 5 03/12/03 34
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OKLAHOMA CITY OK 73119 5 03/14/03 34
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WYNNEWOOD OK 73098 5 03/21/03 34
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8585497 M21/G02 F 268,080.00 ZZ
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AUSTIN TX 78717 1 03/18/03 34
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CRESTVIEW FL 32539 5 03/24/03 34
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BURNHAM PA 17009 5 03/19/03 34
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OKLAHOMA CITY OK 73110 5 03/26/03 34
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8585505 M21/R44 F 182,000.00 ZZ
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PRIOR LAKE MN 55372 5 03/20/03 34
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8585507 M21/R44 F 162,000.00 ZZ
360 161,884.50 1
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PINION HILLS CA 92372 5 03/21/03 34
0435666805 05 05/01/03 0
1
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8585509 M21/G02 F 374,400.00 ZZ
360 374,083.90 1
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LIVERMORE CA 94551 1 03/19/03 34
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8585513 M21/G02 F 117,000.00 ZZ
360 116,903.91 1
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COLUMBIA HEIGHT MN 55421 5 03/24/03 34
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DENVER CO 80219 5 03/26/03 34
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MCKEES ROCK PA 15136 5 03/26/03 00
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8585535 M21/G02 F 238,500.00 ZZ
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OVERLAND PARK KS 66213 5 03/26/03 34
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THOUSAND OAKS CA 91360 5 03/18/03 34
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MONTGOMERY TX 77356 2 03/21/03 34
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8585543 M21/G02 F 280,000.00 ZZ
360 279,746.87 1
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COSTA MESA CA 92626 5 03/20/03 34
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240 160,359.87 1
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LOS ANGELES CA 90063 5 03/13/03 34
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ORELANS IN 47452 5 03/26/03 34
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8585549 M21/R44 F 250,000.00 ZZ
360 249,774.00 3
6.500 1,580.17 40
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SEASIDE CA 93955 5 03/14/03 00
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ALBUQUERQUE NM 87120 5 03/25/03 34
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8585553 M21/G02 F 166,400.00 ZZ
360 166,263.33 1
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FONTANA CA 92337 1 03/19/03 34
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8585555 M21/G02 F 180,000.00 ZZ
360 179,859.58 3
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SEASIDE HEIGHTS NJ 08751 1 03/28/03 34
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8585559 M21/R44 F 113,000.00 ZZ
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DELRAY BEACH FL 33445 5 03/18/03 34
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PHOENIX AZ 85020 5 03/21/03 34
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1
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EL PASO TX 79915 2 03/22/03 34
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8585565 M21/G02 F 101,700.00 ZZ
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JACKSONVILLE FL 32257 5 03/13/03 34
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8585567 M21/R44 F 35,000.00 TX
180 34,901.08 1
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CORPUS CHRISTI TX 78415 5 03/18/03 34
0435668595 05 05/01/03 0
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8585569 M21/G02 F 107,000.00 ZZ
180 106,657.99 1
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PLAINS MT 59859 5 03/24/03 34
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8585571 M21/G02 F 207,750.00 ZZ
360 207,554.77 1
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AGOURA HILLS CA 91301 5 03/20/03 34
0435674627 01 05/01/03 0
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8585573 M21/R44 F 141,100.00 ZZ
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QUARTZ HILL ARE CA 93536 5 03/14/03 34
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8585575 M21/R44 F 35,000.00 ZZ
360 34,980.88 1
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COCOA FL 32926 5 03/24/03 00
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SACRAMENTO CA 95828 5 03/20/03 34
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YUMA AZ 85364 5 03/24/03 34
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8585583 M21/R44 F 68,800.00 TX
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HOUSTON TX 77047 5 03/19/03 34
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8585587 M21/R44 F 241,200.00 ZZ
360 241,033.16 1
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MIRA LOMA CA 91752 5 03/13/03 34
0435672936 05 05/01/03 0
1
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8585589 M21/G02 F 49,500.00 TX
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HOUSTON TX 77022 5 03/26/03 34
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MIAMI FL 33155 5 03/17/03 00
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8585593 M21/R44 F 78,750.00 ZZ
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WILMINGTON CA 90744 5 03/14/03 34
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HARVEY LA 70058 5 03/21/03 34
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BROOKLYN NY 11221 5 03/25/03 34
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MIAMI FL 33179 2 03/25/03 34
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8585603 M21/G02 F 80,200.00 ZZ
300 80,121.00 1
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CORPUS CHRISTI TX 78413 2 03/21/03 34
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8585605 M21/R44 F 70,400.00 ZZ
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LAS CRUCES NM 88005 5 03/24/03 34
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COMMERCE CITY CO 80022 5 03/17/03 00
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BOULDER CITY NV 89005 5 03/20/03 34
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8585611 M21/G02 F 266,000.00 ZZ
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TEANECK NJ 07666 5 03/21/03 34
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TAMPA FL 33610 5 03/26/03 34
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8585615 M21/R44 F 52,700.00 ZZ
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GOODLAND IN 47948 5 03/24/03 34
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8585617 M21/G02 F 55,000.00 ZZ
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CHARLESTON SC 29407 5 03/20/03 00
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DALLAS TX 75218 5 03/26/03 34
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COLUMBIA SC 29205 5 03/25/03 34
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GARDEN GROVE CA 92840 5 03/25/03 34
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8585627 M21/G02 F 138,000.00 ZZ
360 137,902.60 2
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MODESTO CA 95356 5 03/25/03 34
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8585629 M21/R44 F 177,000.00 ZZ
360 176,839.99 1
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LONG BEACH CA 90805 5 03/14/03 34
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8585631 M21/G02 F 73,125.00 ZZ
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GARLAND TX 75044 5 03/21/03 34
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8585633 M21/R44 F 77,000.00 ZZ
360 75,031.77 1
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AUSTIN TX 78758 2 03/26/03 00
0435650841 05 05/01/03 0
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8585635 M21/R44 F 80,250.00 ZZ
360 80,190.44 1
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LEWISTON MI 49756 5 03/26/03 34
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8585637 M21/G02 F 111,200.00 ZZ
360 111,075.54 1
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WICHITA KS 67226 5 03/22/03 34
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8585641 M21/R44 F 210,500.00 ZZ
360 210,351.43 1
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FULLERTON CA 92832 5 03/18/03 00
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DUNCANVILLE TX 75137 5 03/21/03 34
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EL MONTE CA 91732 5 03/21/03 34
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WOODBRIDGE VA 22191 5 03/25/03 34
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OPELOUSAS LA 70570 5 03/26/03 00
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8585657 M21/R44 F 117,000.00 ZZ
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CHARLESTON SC 29403 5 03/26/03 00
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MT. PLEASANT SC 29464 5 03/24/03 34
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ST. CLOUD FL 34769 5 03/26/03 34
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OCEANSIDE CA 92056 5 03/21/03 34
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8585665 M21/R44 F 247,000.00 ZZ
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VAN NUYS AREA CA 91401 5 03/24/03 34
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8585667 M21/G02 F 181,700.00 ZZ
360 181,283.45 1
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TUSTIN CA 92780 5 03/25/03 00
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8585671 M21/G02 F 140,250.00 ZZ
360 140,145.91 1
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STOCKTON CA 95205 5 03/21/03 34
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8585673 M21/R44 F 206,000.00 ZZ
360 205,844.03 1
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SAN DIEGO CA 92114 5 03/19/03 34
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8585675 M21/R44 F 90,000.00 ZZ
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BETHAL PARK PA 15102 5 03/25/03 34
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8585677 M21/G02 F 95,000.00 ZZ
300 94,887.29 1
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MORENO VALLEY CA 92553 5 03/24/03 34
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8585679 M21/G02 F 57,600.00 ZZ
360 57,554.61 1
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LAS CRUCES NM 88001 5 03/24/03 34
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8585681 M21/G02 F 252,000.00 ZZ
360 251,793.43 2
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BROOKLYN NY 11212 5 03/26/03 34
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8585683 M21/R44 F 47,925.00 ZZ
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SAND SPRINGS OK 74063 5 03/26/03 34
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8585687 M21/R44 F 144,000.00 ZZ
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N AUGUSTA SC 29841 5 03/26/03 34
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NOVATO CA 94945 5 03/26/03 34
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8585693 M21/G02 F 280,000.00 ZZ
360 279,746.87 1
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LOS ANGELES CA 91306 5 03/20/03 34
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8585695 M21/R44 F 283,500.00 ZZ
360 283,189.19 1
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DANBURY CT 06810 5 03/26/03 34
0435673355 01 05/01/03 0
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8585697 M21/G02 F 72,000.00 ZZ
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PAHALA HI 96777 5 03/24/03 34
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8585699 M21/G02 F 105,300.00 ZZ
360 105,213.68 1
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SEYMOUR TN 37865 5 03/26/03 34
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8585701 M21/G02 F 212,250.00 ZZ
360 212,067.26 1
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CARMICHAEL CA 95608 5 03/26/03 34
0435666425 05 05/01/03 0
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0
8585703 M21/R44 F 185,250.00 ZZ
360 185,112.51 1
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VENTURA CA 93001 5 03/21/03 34
0435672209 05 05/01/03 0
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0
8585705 M21/G02 F 76,000.00 TX
360 75,956.27 1
8.750 597.90 80
8.500 597.90
BROWNSVILLE TX 78521 5 03/26/03 34
0435668975 05 05/01/03 0
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0
8585707 M21/G02 F 112,800.00 ZZ
360 112,707.53 1
7.000 750.47 80
6.750 750.47
PLANO TX 75074 5 03/26/03 34
0435712880 05 05/01/03 0
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0
8585709 M21/G02 F 358,000.00 ZZ
360 357,676.36 1
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CHATHAM TWP NJ 07928 5 03/26/03 34
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8585711 M21/R44 F 87,000.00 ZZ
360 86,939.09 1
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7.290 625.69
OPA LOCKA FL 33054 5 03/26/03 34
0435680970 05 05/01/03 0
1
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8585713 M21/R44 F 61,200.00 ZZ
360 61,171.14 1
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COLUMBUS OH 43211 1 03/31/03 34
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0
8585715 M21/R44 F 87,310.00 ZZ
360 87,237.72 1
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BANNING CA 92220 5 03/26/03 34
0435675855 05 05/01/03 0
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0
8585717 M21/G02 F 252,000.00 ZZ
360 251,809.20 1
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7.150 1,744.80
LOS BANOS CA 93635 5 03/24/03 34
0435675913 05 05/01/03 0
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8585721 M21/G02 F 109,200.00 ZZ
360 109,119.60 1
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FOUNTAIN HLS AZ 85268 5 03/25/03 34
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CENTRALIA WA 98531 5 03/26/03 34
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MODESTO CA 95355 5 03/25/03 34
0435675152 05 05/01/03 0
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8585727 M21/G02 F 37,950.00 ZZ
180 37,827.64 1
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PONTIAC MI 48342 5 03/26/03 34
0435651039 05 05/01/03 0
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8585731 M21/R44 F 56,000.00 TX
360 55,966.07 1
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SAN ANTONIO TX 78203 5 03/26/03 34
0435677992 05 05/01/03 0
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8585733 M21/R44 F 225,000.00 ZZ
360 224,806.28 1
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PEMBROKE PINES FL 33029 1 03/31/03 34
0435668132 03 05/01/03 0
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8585735 M21/R44 F 148,125.00 ZZ
360 148,003.58 1
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PORTLAND ME 04103 1 03/28/03 34
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8585737 M21/G02 F 60,000.00 ZZ
360 59,957.43 1
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MARRERO LA 70072 5 03/19/03 34
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8585739 M21/G02 F 103,920.00 ZZ
360 103,830.52 1
6.750 674.03 80
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GIBSONVILLE NC 27249 1 03/21/03 34
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8585741 M21/R44 F 239,000.00 ZZ
360 238,788.10 1
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METHUEN MA 01844 5 03/18/03 34
0435631718 05 05/01/03 0
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8585743 M21/G02 F 185,000.00 ZZ
360 184,868.10 1
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SIMI VALLEY CA 93065 5 03/10/03 34
0435673066 01 05/01/03 0
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8585745 M21/R44 F 35,750.00 ZZ
120 35,565.15 1
8.990 452.68 65
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INDIANAPOLIS IN 46222 5 03/18/03 00
0435631999 05 05/01/03 0
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0
8585747 M21/R44 F 93,000.00 ZZ
360 92,934.35 1
7.750 666.27 89
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HUNTINGTON IN 46750 5 03/21/03 34
0435650783 05 05/01/03 0
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0
1
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360 72,204.86 1
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CLEVELAND OH 44128 5 03/26/03 34
0435651245 05 05/01/03 0
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0
8585753 M21/G02 F 64,800.00 ZZ
360 64,763.48 1
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MENA AR 71953 5 03/14/03 34
0435678305 05 05/01/03 0
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8585755 M21/R44 F 146,250.00 TX
360 146,164.10 1
8.650 1,140.12 75
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AMARILLO TX 79109 5 03/18/03 34
0435632633 05 05/01/03 0
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0
8585757 M21/R44 F 115,200.00 ZZ
360 115,112.77 1
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BAKERSFIELD CA 93311 5 03/11/03 34
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0
8585759 M21/G02 F 222,320.00 ZZ
360 222,158.28 1
7.600 1,569.75 80
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TIKI ISLAND TX 77554 1 03/24/03 34
0435674643 03 05/01/03 0
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8585761 M21/G02 F 102,000.00 ZZ
360 101,907.79 1
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MORENO VALLEY CA 92551 5 03/26/03 34
0435675095 03 05/01/03 0
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0
8585763 M21/R44 F 156,000.00 ZZ
360 155,858.97 1
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STATEN ISLAND NY 10302 5 03/14/03 34
0435668017 05 05/01/03 0
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0
8585765 M21/G02 F 261,370.00 ZZ
360 261,133.71 1
6.500 1,652.04 75
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SAN LORENZO CA 94580 5 03/04/03 34
0435667027 03 05/01/03 0
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0
8585769 M21/G02 F 119,000.00 ZZ
180 118,635.85 1
7.350 1,093.03 29
7.100 1,093.03
SAN LORENZO CA 94580 5 03/13/03 00
0435712922 05 05/01/03 0
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0
8585771 M21/G02 F 192,000.00 ZZ
360 191,837.90 1
6.850 1,258.10 61
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SWANSEA MA 02777 5 03/25/03 34
0435666458 05 05/01/03 0
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0
8585775 M21/R44 F 210,000.00 ZZ
360 209,845.70 1
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VACAVILLE CA 95688 5 03/12/03 34
0435666094 05 05/01/03 0
1
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8585777 M21/G02 F 234,000.00 ZZ
180 231,819.83 1
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HEMET CA 92544 5 01/14/03 34
0435649280 05 03/01/03 0
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0
8585779 M21/R44 F 191,000.00 ZZ
360 190,729.51 1
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OAKLEY CA 94561 5 02/18/03 34
0435649819 05 04/01/03 0
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0
8585781 M21/R44 F 152,000.00 ZZ
360 151,875.16 1
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PASADENA CA 91103 5 03/12/03 00
0435665385 05 05/01/03 0
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8585783 M21/R44 F 92,000.00 ZZ
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ALAMOGORDO NM 88310 5 03/24/03 34
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8585785 M21/R44 F 93,925.00 ZZ
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8.250 705.63 85
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FARMVILLE VA 23901 5 02/12/03 34
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360 81,642.34 1
7.750 585.31 61
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GLOUCESTER VA 23061 5 03/16/03 00
0435666409 05 05/01/03 0
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0
8585789 M21/G02 F 37,000.00 ZZ
180 36,890.68 1
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MUSKOGEE OK 74401 5 03/18/03 00
0435669056 05 05/01/03 0
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0
8585791 M21/G02 F 94,500.00 ZZ
360 94,352.11 1
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APPLE VALLEY CA 92307 5 02/22/03 34
0435667761 05 04/01/03 0
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8585793 M21/R44 F 81,000.00 ZZ
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ORMOND BEACH FL 32174 5 03/19/03 34
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8585795 M21/G02 F 396,000.00 ZZ
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BROOKLYN NY 11234 1 03/17/03 34
0435631650 05 05/01/03 0
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8585797 M21/G02 F 65,700.00 TX
360 65,658.32 1
8.275 494.74 53
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POINT TX 75472 5 03/12/03 34
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8585799 M21/R44 F 320,000.00 ZZ
360 319,724.48 1
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CENTEREACH NY 11720 5 03/26/03 34
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8585801 M21/G02 F 100,000.00 ZZ
360 99,727.30 1
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SAN BERNARDINO CA 92404 5 01/27/03 34
0435666375 05 03/01/03 0
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8585803 M21/G02 F 199,800.00 ZZ
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OREM UT 84057 5 03/19/03 34
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8585805 M21/G02 F 188,000.00 TX
360 187,848.90 1
7.100 1,263.43 61
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DALLAS TX 75244 5 03/13/03 34
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DENVER CO 80227 5 03/18/03 34
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MERCED CA 95348 5 03/06/03 34
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8585811 M21/G02 F 40,500.00 ZZ
360 40,474.17 1
8.250 304.27 90
8.000 304.27
WATERVLIET MI 49098 5 03/13/03 34
0435673009 05 05/01/03 0
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8585813 M21/R44 F 335,000.00 ZZ
360 332,579.72 1
6.500 2,117.43 55
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SAN JOSE CA 95123 5 03/01/03 34
0435633417 05 05/01/03 0
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0
8585815 M21/R44 F 183,000.00 ZZ
360 182,850.00 1
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OAKLAND CA 94603 5 03/06/03 00
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0
8585817 M21/R44 F 218,700.00 ZZ
360 218,529.39 1
7.250 1,491.92 90
6.750 1,491.92
ROWLAND HEIGHTS CA 91748 5 03/14/03 34
0435632252 05 05/01/03 0
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8585819 M21/R44 F 200,001.00 ZZ
360 199,820.19 1
1
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OAKLAND CA 94605 5 03/07/03 34
0435671532 05 05/01/03 0
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0
8585821 M21/R44 F 112,000.00 ZZ
180 111,669.10 1
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7.250 1,054.23
RIALTO CA 92376 5 03/22/03 34
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0
8585823 M21/R44 F 76,000.00 TX
180 75,780.17 1
7.990 725.86 70
7.490 725.86
MISSOURI CITY TX 77489 5 03/18/03 34
0435670880 03 05/01/03 0
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0
8585827 M21/G02 F 226,400.00 ZZ
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ERIE PA 16502 5 03/26/03 00
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8585837 M21/G02 F 70,000.00 ZZ
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ASHEVILLE NC 28806 5 03/26/03 34
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8585839 M21/R44 F 122,900.00 ZZ
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BRISTOL RI 02809 5 03/17/03 34
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8585841 M21/G02 F 226,224.00 ZZ
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WESTMINSTER CA 92683 5 03/01/03 34
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LOS ANGELES CA 90056 5 03/15/03 34
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HIALEAH FL 33014 1 03/28/03 34
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DETROIT MI 48223 5 03/25/03 34
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BRONX NY 10461 5 03/24/03 34
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BUFFALO NY 14220 5 03/25/03 34
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RIALTO CA 92376 1 03/12/03 34
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FILMORE CA 93015 5 03/26/03 34
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BOWIE MD 20721 5 03/14/03 34
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8585869 M21/R44 F 184,000.00 ZZ
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RANCHO CUCAMONG CA 91730 5 03/11/03 34
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PITTSBURGH PA 15204 1 03/19/03 34
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8585873 M21/R44 F 55,000.00 ZZ
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DETROIT MI 48219 5 03/04/03 00
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8585875 M21/R44 F 66,150.00 ZZ
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SIOUX CITY IA 51103 5 03/26/03 34
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8585877 M21/R44 F 49,000.00 ZZ
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NEWBERRY SC 29108 5 03/24/03 34
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8585879 M21/G02 F 45,000.00 ZZ
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KALAMAZOO MI 49009 5 03/21/03 00
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8585881 M21/R44 F 81,000.00 ZZ
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1
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CHARLOTTE NC 28227 5 03/26/03 34
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SUTTER CA 95982 5 03/19/03 00
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8585885 M21/R44 F 132,000.00 ZZ
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PHOENICIA NY 12464 5 03/22/03 00
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KISSIMMEE FL 34741 5 03/17/03 34
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8585889 M21/R44 F 81,000.00 ZZ
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SUMMERVILLE SC 29485 5 03/26/03 23
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8585891 M21/G02 F 157,500.00 ZZ
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EUGENE OR 97408 5 03/07/03 34
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1
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8585893 M21/G02 F 59,500.00 ZZ
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COLUMBUS OH 43211 5 03/18/03 34
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8585897 M21/R44 F 213,350.00 ZZ
360 213,174.76 1
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ORANGEVALE CA 95662 5 02/26/03 34
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8585899 M21/G02 F 206,000.00 ZZ
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XXXXX XX 00000 1
