RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2001
Mortgage Asset-Backed Pass-Through Certificates
Series 2001-RM2
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS..........................................................................4
Section 1.01 Definitions............................................................4
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES...................................................43
Section 2.01 Conveyance of Mortgage Loans..........................................43
Section 2.02 Acceptance by Trustee.................................................46
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Depositor.....................................................48
Section 2.04 Representations and Warranties of Residential Funding.................50
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests................................52
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS...................................................................54
Section 3.01 Master Servicer to Act as Servicer....................................54
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations; Special
Servicing.............................................................55
Section 3.03 Successor Subservicers................................................57
Section 3.04 Liability of the Master Servicer......................................57
Section 3.05 No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.................................................57
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......58
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.....................................................58
Section 3.08 Subservicing Accounts; Servicing Accounts.............................60
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans........................................................62
Section 3.10 Permitted Withdrawals from the Custodial Account......................62
Section 3.11 Maintenance of Primary Insurance Coverage.............................64
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....65
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Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments..........................66
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................68
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................71
Section 3.16 Servicing and Other Compensation; Compensating Interest...............72
Section 3.17 Reports to the Trustee and the Depositor..............................74
Section 3.18 Annual Statement as to Compliance.....................................74
Section 3.19 Annual Independent Public Accountants' Servicing Report...............74
Section 3.20 Right of the Depositor in Respect of the Master Servicer..............75
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS......................................................76
Section 4.01 Certificate Account...................................................76
Section 4.02 Distributions.........................................................76
Section 4.03 Statements to Certificateholders......................................84
Section 4.04 Distribution of Reports to the Trustee and the Depositor; Advances
by the Master Servicer................................................86
Section 4.05 Allocation of Realized Losses.........................................87
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........89
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................89
Section 4.08 Distributions on the Uncertificated REMIC I Regular Interests.........90
ARTICLE V
THE CERTIFICATES....................................................................91
Section 5.01 The Certificates......................................................91
Section 5.02 Registration of Transfer and Exchange of Certificates.................93
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................98
Section 5.04 Persons Deemed Owners.................................................98
Section 5.05 Appointment of Paying Agent...........................................99
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER..............................................100
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer......100
Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.....100
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and
Others...............................................................101
Section 6.04 Depositor and Master Servicer Not to Resign..........................102
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ARTICLE VII
DEFAULT............................................................................103
Section 7.01 Events of Default....................................................103
Section 7.02 Trustee or Depositor to Act; Appointment of Successor................105
Section 7.03 Notification to Certificateholders...................................106
Section 7.04 Waiver of Events of Default..........................................106
ARTICLE VIII
CONCERNING THE TRUSTEE.............................................................107
Section 8.01 Duties of Trustee....................................................107
Section 8.02 Certain Matters Affecting the Trustee................................109
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans................110
Section 8.04 Trustee May Own Certificates.........................................111
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification......................................................111
Section 8.06 Eligibility Requirements for Trustee.................................112
Section 8.07 Resignation and Removal of the Trustee...............................112
Section 8.08 Successor Trustee....................................................113
Section 8.09 Merger or Consolidation of Trustee...................................114
Section 8.10 Appointment of Co-Trustee or Separate Trustee........................114
Section 8.11 Appointment of Custodians............................................115
Section 8.12 Appointment of Office or Agency......................................115
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES...............................116
Section 9.01 Optional Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the Master Servicer or Liquidation
of All Mortgage Loans................................................116
Section 9.02 Additional Termination Requirements..................................119
ARTICLE X
REMIC PROVISIONS...................................................................120
Section 10.01REMIC Administration.................................................120
Section 10.02Master Servicer, REMIC Administrator and Trustee Indemnification.....124
ARTICLE XI
MISCELLANEOUS PROVISIONS...........................................................125
Section 11.01Amendment............................................................125
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Section 11.02Recordation of Agreement; Counterparts...............................127
Section 11.03Limitation on Rights of Certificateholders...........................128
Section 11.04Governing Law........................................................129
Section 11.05Notices..............................................................129
Section 11.06Notices to Rating Agencies...........................................129
Section 11.07Severability of Provisions...........................................130
Section 11.08Supplemental Provisions for Resecuritization.........................130
Exhibit A-1 Form of Class [A-I] [A-II] Certificate
Exhibit A-2 Form of Class AP-1 Certificate
Exhibit A-3 Form of Class AV-1 Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class B Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O Form of ERISA Letter
Exhibit P High Cost Loans
Exhibit R Discount Fractions
iv
This Pooling and Servicing Agreement, effective as of December 1, 2001,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and 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
thirteen classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I
Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC I Regular Interest shall be the Distribution Date following the last
scheduled monthly payment of the Group I Mortgage Loans. None of the REMIC I
Regular Interests will be certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-I Variable(1) $80,506,500.00 May 25, 2031
LT-I-AV Variable(1) $0.00 May 25, 2031
LT-I-AP Variable(1) $3,267,490.44 May 25, 2031
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II."
The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The
1
following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated
Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular
Interest"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC II
Regular Interest shall be the Distribution Date following the last scheduled
monthly payment of the Group II Mortgage Loans. The REMIC II Regular Interest
will not be certificated.
UNCERTIFICATED REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-II Variable(1) $79,898,800.00 June 25, 2031
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
and the REMIC II Regular Interests subject to this Agreement as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." The Class R-III Certificates will represent the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC III Pass-Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity
date" (determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the
Distribution Date following the last scheduled monthly payment of the Group I
Mortgage Loans and the Group II Mortgage Loans. None of the REMIC III Regular
Interests will be certificated.
Aggregate Initial Features Maturity Date Initial Ratings
Certificate
Designation Type Pass-Through RatPrincipal Balance
--------------------------------------------------------------------------------------------------------
Fitch Xxxxx'x
Class A-I Senior 7.00% $ 75,249,800.00 Senior May 25, 2031 AAA Aaa
Class AP-I Senior 0.00% $ 3,267,490.00 Xxxxxx/XxxxxxxXxx 00, 0000 XXX Aaa
Class AV-I Senior Variable Rate(1)$ 0.00 Xxxxxx/XxxxxxxXxx 00, 0000 XXX Aaa
Class A-II Senior Adjustable Rate($)77,087,900.00 Senior June 25, 2031 AAA Aaa
Class R-I Residual 7.00% $ 100.00 Senior/ResiduaMay 25, 2031 AAA Aaa
2
Class R-II Residual Adjustable Rate($) 100.Senior/ResiduaJune 25, 2031 AAA Aaa
Class R-III Residual 7.00% $ 100.Senior/ResiduaMay 25, 2031 AAA Aaa
Class M-I-1 Mezzanine 7.00% $ 1,822,600.00Mezzanine May 25, 2031 AA Aa2
Class M-I-2 Mezzanine 7.00% $ 1,483,900.00Mezzanine May 25, 2031 A A2
Class M-I-3 Mezzanine 7.00% $ 932,700.00Mezzanine May 25, 2031 BBB Baa2
Class M-II-1 Mezzanine Adjustable Rate($) 1,004,200.00Mezzanine June 25, 2031 AA Aa2
Class M-II-2 Mezzanine Adjustable Rate($) 803,000.00Mezzanine June 25, 2031 A A2
Class M-II-3 Mezzanine Adjustable Rate($) 401,500.00Mezzanine June 25, 2031 BBB Baa2
Class B-I-1 Subordinate 7.00% $ 593,500.0Subordinate May 25, 2031 BB Ba2
Class B-I-2 Subordinate 7.00% $ 424,000.0Subordinate May 25, 2031 B B2
Class B-I-3 Subordinate 7.00% $ 1,017,425.4Subordinate May 25, 2031 N/R N/R
Class B-II-1 SubordinateAdjustable Rate($) 401,500.0Subordinate June 25, 2031 BB Ba2
Class B-II-2 SubordinateAdjustable Rate($) 200,800.0Subordinate June 25, 2031 B B2
Class B-II-3 SubordinateAdjustable Rate($) 401,496.7Subordinate June 25, 2031 N/R N/R
----------
(1) The Pass-Through Rate for the Class AV-I Certificates will be equal to the
excess of the weighted average of the Net Mortgage Rate of each Group I Loans
over 7.00%.
(2) The Pass-Through Rate for the Class A-II, Class R-II, Class M-II-1, Class
M-II-2, Class M-II-3, Class B-II-1, Class B-II-2 and Class B-II-3 Certificates
is equal to the weighted average of the Net Mortgage Rates of the Group II Loans
as described herein in the definition of "Pass-Through Rate".
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to approximately $84,791,615.84. The Group I Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 30 years. The Group II Loans have an aggregate Cut-off
Date Principal Balance equal to approximately $80,300,496.75. The Group II Loans
are adjustable-rate, fully amortizing, first lien mortgage loans having terms to
maturity at origination of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
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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, as
to any Class of Certificates (other than the Class AP-I Certificates), interest
accrued during the preceding Interest Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balance or Notional Amount thereof immediately
prior to such Distribution Date (or in the case of the first Distribution Date,
the Cut-off Date). Accrued Certificate Interest will be calculated on the basis
of a 360-day year, consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates (other than the Class AP-I
Certificates) will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on the Mortgage Loans in the
related Loan Group (to the extent not offset by the Master Servicer with
a payment of Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan
in the related Loan Group)) of Excess Special Hazard Losses, Excess
Fraud Losses and Extraordinary Losses on the Group I Loans and the Group
II Loans, respectively, to the extent allocated to the related
Certificates,
(iii) the interest portion of Advances that were made with
respect to delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess Fraud Losses or Extraordinary Losses on
the Mortgage Loans in the related Loan Group to the extent allocated to
the related Certificates, and
(iv) any other interest shortfalls on the Mortgage Loans in the
related Loan Group not covered by the subordination provided by the
related Class M Certificates and related Class B Certificates, including
interest that is not collectible from the Mortgagor pursuant to the
Relief Act or similar legislation or regulations as in effect from time
to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued
Certificate Interest payable on such Distribution Date absent such
reductions. In addition to that portion of the reductions described in
the preceding sentence that are allocated to any related Class of Class
B Certificates or any related Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses that are
allocated solely to such Class of Class B
4
Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the Due Date in the related Due
Period.
Appraised Value: As to any Mortgaged Property, the appraised value of
such Mortgaged Property based upon the appraisal or appraisals (or field review)
made at the time of the origination of the related Mortgage Loan.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
5
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.
Available Distribution Amount: The Group I Available Distribution Amount or
Group II Available Distribution Amount, as applicable.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York or the State of
California (and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate 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 Mortgage
Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RM2" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
6
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A (other than
the Class AV-I Certificates), Class R, Class M or Class B Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.05.
The Class AV-I Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I, Class AP-I, Class AV-I and
Class A-II Certificates.
Class A-I Certificate: Any one of the Class A-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit A-1, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
7
Class AV-I Certificate: Any one of the Class AV-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-2, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class AP-I Certificate: Any one of the Class AP-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-3, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class AP-I Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(3)(1) over the amount
described in Section 4.02(b)(i)(3)(2).
Class AP-I Principal Distribution Amount: As defined in Section 4.02.
Class A-II Certificate: Any one of the Class A-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit A-1, senior to the Class M-I and Class B-I
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class B Certificates: Any one of the Class B-I Certificates or Class B-II
Certificates.
Class B-I Certificates: Any one of the Class B-I-1, Class B-I-2 or Class
B-I-3 Certificates.
Class B-II Certificates: Any one of the Class B-II-1, Class B-II-2 or Class
B-II-3 Certificates.
Class B-I-1 Certificate: Any one of the Class B-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-I-2
and Class B-I-3 Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,
and evidencing an interest designated as a "regular interest" in REMIC III for
purposes of the REMIC Provisions.
Class B-I-2 Certificate: Any one of the Class B-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-I-3
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class B-I-3 Certificate: Any one of the Class B-I-3 Certificates executed
by the Trustee and
8
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B, and evidencing an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions.
Class B-II-1 Certificate: Any one of the Class B-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
B-II-2 and Class B-II-3 Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class B-II-2 Certificate: Any one of the Class B-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
B-II-3 Certificates with respect to distributions and the allocation of Realized
Losses in respect of the Mortgage Loans as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC III for
purposes of the REMIC Provisions.
Class B-II-3 Certificate: Any one of the Class B-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class M Certificates: Any one of the Class M-I Certificates or Class M-II
Certificates.
Class M-I Certificates: Any one of the Class M-I-1, Class M-I-2 or Class
M-I-3 Certificates.
Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2 or Class
M-II-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-2, Class M-I-3 and Class B-I Certificates with respect to distributions and
the allocation of Realized Losses in respect of the Mortgage Loans as set forth
in Section 4.05, and evidencing an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class M-I-3
and Class B-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,
and evidencing an interest designated as a "regular interest" in REMIC III for
purposes of the REMIC Provisions.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit B,
9
senior to the Class B-I Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-2, Class M-II-3 and Class B-II Certificates with respect to distributions
and the allocation of Realized Losses in respect of the Mortgage Loans as set
forth in Section 4.05, and evidencing an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions.
Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-3 and Class B-II Certificates with respect to distributions and the
allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class B-II
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class R Certificate: Any one of the Class R-I, Class R-II or Class R-III
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Clearstream: Clearstream Banking, societe anonyme.
-----------
Closing Date: December 28, 2001.
------------
10
Code: The Internal Revenue Code of 1986.
----
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full or Curtailments during the related Prepayment Period, but not more than the
sum of the Servicing Fee, all income and gain on amounts held in the Custodial
Account and the Certificate Account and payable to the Certificateholders with
respect to such Distribution Date and servicing compensation to which the Master
Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi), in each case
with respect to the Mortgage Loans in the related Loan Group; provided that for
purposes of this definition the amount of the Servicing Fee will not be reduced
pursuant to Section 7.02 except as may be required pursuant to the last sentence
of such Section.
Converted Mortgage Loan: Any Group II Loan for which the related Mortgage
Rate has converted from an adjustable rate to a fixed rate.
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 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: RAMPI, Series 2001-RM2.
Corresponding Certificate: With respect to (i) REMIC I Regular Interest
LT-I, (ii) REMIC I Regular Interest LT-I-AV, (iii) REMIC I Regular Interest
LT-I-AP and (iv) REMIC II Regular Interest LT-II, the (i) Class A-I
Certificates, Class R-III Certificates, Class M-I Certificates and Class B-I
Certificates; (ii) Class AV-I Certificates; (iii) Class AP-I Certificates, and
(iv) Class A-II Certificates, Class M-II Certificates and Class B-II
Certificates, respectively.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M and Class B Certificates have been
reduced to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
11
Cut-off Date: December 1, 2001.
Cut-off Date Balance: The Group I Cut-off Date Balance or the Group II
Cut-off Date Balance.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
December 2001), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date. 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(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities
12
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is as set forth in Exhibit R attached hereto.
Discount Mortgage Loan: Any Group I Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: With respect to any Group I Loan, 7.00% per
annum..
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A
Disqualified Organization also includes any "electing large partnership," as
defined in Section 775(a) of the Code and any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause any REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States",
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following
13
the month of the initial issuance of the Certificates or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of Bank
One, National Association, or (v) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in writing by each
Rating Agency that use of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Group I Available Distribution Amount remaining after reduction by the sum of
(i) the aggregate amount of Accrued Certificate Interest on the related Senior
Certificates, (ii) the related Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D) of this Agreement), (iii) the
related Class AP-I Principal Distribution Amount (determined without regard to
Section 4.02(b)(i)(5) of this Agreement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M-I, Class B-I-1 and Class B-I-2
Certificates.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.
14
Event of Default: As defined in Section 7.01.
Excess Fraud Loss: With respect to the Mortgage Loans in any Loan Group,
any Fraud Loss on such Mortgage Loans, or portion thereof, which exceeds the
then-applicable Fraud Loss Amount.
Excess Loss: With respect to the Group I Loans or Group II Loans, any
Excess Fraud Loss, Excess Special Hazard Loss or Extraordinary Loss.
Excess Special Hazard Loss: With respect to the Mortgage Loans in any
Loan Group, any Special Hazard Loss on such Mortgage Loans, or portion thereof,
that exceeds the then-applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates in the related certificate group then outstanding with
the Lowest Priority is to be reduced to zero and on which Realized Losses are to
be allocated to such class or classes, the excess, if any, of (i) the amount
that would otherwise be distributable in respect of principal on such class or
classes of Certificates on such Distribution Date over (ii) the excess, if any,
of the aggregate Certificate Principal Balance of such class or classes of
Certificates immediately prior to such Distribution Date over the aggregate
amount of Realized Losses to be allocated to such classes of Certificates on
such Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(5). The Excess Subordinate Principal Amount will be allocated between
each Loan Group on a pro rata basis in accordance with the amount of Realized
Losses attributable to each Loan Group and allocated to the Certificates on such
Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combatting or defending against an actual, impending or expected
attack;
(1) by any government or sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces; or
15
(2) by military, naval or air forces; or
(3) by an agent of any such government, power, authority or forces; or
(4) any weapon of war employing atomic fission or radioactive force whether
in time of peace or war; or
(5) insurrection, rebellion, revolution, civil war, usurped power or action
taken by governmental authority in hindering, combatting or defending against
such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Mae: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
----
FHA: The Federal Housing Administration, or its successor.
---
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: With respect to the Group I
Certificates, May 25, 2031, and with respect to the Group II Certificates, June
25, 2031. No event of default under this Agreement will arise or become
applicable solely by reason of the failure to retire the entire Certificate
Principal Balance of any Class of Class A, Class R, Class M or Class B
Certificates on or before its Final Scheduled Distribution Date.
Fitch: Fitch, Inc., or its successor in interest.
-----
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
16
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Group I Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group I Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group I Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group I Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group I Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group I Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group I Loans, reduced by (b)
the sum as of the close of business on the immediately preceding Determination
Date of (x) the Amount Held for Future Distribution with respect to the Group I
Loans, and (y) amounts permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Group I Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Group II Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group II Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group II Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group II Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group II Loans, reduced by
(b) the sum as of the close of business on the immediately preceding
Determination Date of (x) the Amount Held for Future Distribution with respect
to the Group II Loans, and (y) amounts permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Group II Loans pursuant to
clauses
17
(ii)-(x), inclusive, of Section 3.10(a).
Group I Certificates: Any one of the Group I Senior Certificates and Group
I Subordinate Certificates.
Group II Certificates: Any one of the Group II Senior Certificates and
Group II Subordinate Certificates.
Group I Cut-off Date Balance: $84,791,615.84.
Group II Cut-off Date Balance: $80,300,496.75.
Group I Fraud Loss Amount: As of any date of determination after the
Cut-off Date prior to the third anniversary of the Cut-off Date, an amount equal
to 1.00% of the aggregate outstanding principal balance of all of the Group I
Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the
Group I Loans allocated through Subordination, in accordance with Section 4.05
since the Cut-off Date up to such date of determination. On and after the third
anniversary of the Cut-off Date the Group I Fraud Loss Amount shall be zero. The
Group I Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to the Group I Senior Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency; and (ii) provide a copy of such
written confirmation to the Trustee.
Group II Fraud Loss Amount: As of any date of determination after the
Cut-off Date prior to the third anniversary of the Cut-off Date, an amount equal
to 1.00% of the aggregate outstanding principal balance of all of the Group II
Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses on the
Group II Loans allocated through Subordination, in accordance with Section 4.05
since the Cut-off Date up to such date of determination. On and after the third
anniversary of the Cut-off Date the Group II Fraud Loss Amount shall be zero.
The Group II Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to the Group II Senior Certificates by such Rating Agency below
the lower of the then- current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and (ii) provide a
copy of such written confirmation to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-1.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule
in Exhibit F-2.
18
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group I Senior Accelerated Distribution Percentage or Group II Senior
Accelerated Distribution Percentage: With respect to any Distribution Date
occurring on or prior to the 60th Distribution Date, 100%. With respect to any
Distribution Date thereafter, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date
but on or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the related Senior
Percentage for such Distribution Date;
Any reduction to the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans in the
related Loan Group delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate outstanding Certificate Principal Balance of
the related Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans in the related Loan Group delinquent 60 days
or more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans in such Loan Group averaged
over the last six months, does not exceed 2% and (2) Realized Losses on the
Mortgage Loans in the related Loan Group to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
19
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
related Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans in the
related Loan Group delinquent 60 days or more averaged over the last six months,
as a percentage of the aggregate outstanding principal balance of all Mortgage
Loans in such Loan Group averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans in the related Loan Group to date
for such Distribution Date, if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing Date are less
than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the related Subordinate Certificates, and
(ii) that for any Distribution Date on which the related Senior
Percentage is greater than the such Senior Percentage as of the Closing Date,
the related Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the applicable Senior Certificates to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Group I Senior Certificates: Any one of the Class A-I, Class AP-I, Class
AV-I, Class R-I and Class R-III Certificates.
Group II Senior Certificates: Any one of the Class A-II
Certificates and Class R-II Certificates.
Group I Senior Interest Distribution Amount: As defined in
Section 4.02(a)(i)(X).
Group II Senior Interest Distribution Amount: As defined in
Section 4.02(a)(i)(Y).
Group I Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group I Certificates (other than
the Class AP-I Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Group I Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Group II Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Group II Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Group II Loans (or related REO
Properties) immediately prior to such Distribution Date.
20
Group I Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group I remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(X) and
Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to be distributed
therefrom to the Group I Certificateholders on such Distribution Date pursuant
to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvi) and (xvii).
Group II Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the balance of the Available Distribution Amount related
to Loan Group II remaining after the distribution therefrom of all amounts
required to be distributed therefrom pursuant to Section 4.02(a)(i)(Y), and (b)
the sum of the amounts required to be distributed therefrom to the Group II
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y)
and Section 4.02(a)(xvi) and (xvii).
Group I Special Hazard Amount: As of any Distribution Date, an amount
equal to $3,705,365 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group I Loans through Subordination in accordance with
Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the outstanding principal balance of the Group I Loan that has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Group I Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Group I Loans in any
single five-digit California zip code area with the largest amount of Group I
Loans by aggregate principal balance as of such anniversary.
The Group I Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group I Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group II Special Hazard Amount: As of any Distribution Date, an amount
equal to $2,682,090 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through Subordination in accordance with
Section 4.05 and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the outstanding principal balance of the Group II Loan that has the largest
outstanding principal balance on the Distribution Date
21
immediately preceding such anniversary, (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Group II Loans on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Group II Loans in any single five-digit California zip code area with the
largest amount of Group II Loans by aggregate principal balance as of such
anniversary.
The Group II Special Hazard Amount may be further reduced by the Master
Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain
written confirmation from each Rating Agency that such reduction shall not
reduce the rating assigned to the Group II Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency.
Group I Subordinate Certificates: The Class M-I Certificates and
Class B-I Certificates.
Group II Subordinate Certificates: The Class M-II Certificates
and Class B-II Certificates.
Group I Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Group I Subordinate Certificates, (a) the
sum of (i) the product of (x) the Class's pro rata share, based on the
Certificate Principal Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) (without giving effect to the
related Senior Percentage) to the extent not payable to the related Senior
Certificates; (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Group I Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) (without giving effect to the related Senior Accelerated
Distribution Percentage) to the extent such collections are not otherwise
distributed to the related Senior Certificates; (iii) the product of (x) the
related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the related
Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates
with the Highest Priority, any related Excess Subordinate Principal Amount for
such Distribution Date to the extent of Eligible Funds for such Distribution
Date; and (v) any amounts described in clauses (i), (ii) and (iii) as determined
for any previous Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have been allocated
to a Class of Group I Subordinate Certificates minus (b) with respect to the
Class of Subordinate Certificates with the Lowest Priority, any related Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the Group I Subordinate Principal Distribution Amount for any Class of Group I
Subordinate Certificates on any Distribution Date shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Group II Subordinate Principal Distribution Amount: With respect to any
Distribution Date
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and each Class of Group II Subordinate Certificates, (a) the sum of (i) the
product of (x) the Class's pro rata share, based on the Certificate Principal
Balance of each such Class then outstanding, and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A) (without giving effect to the related Senior
Percentage) to the extent not payable to the related Senior Certificates; (ii)
such Class's pro rata share, based on the Certificate Principal Balance of each
Class of Group II Subordinate Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b) (without giving effect to
the related Senior Accelerated Distribution Percentage) to the extent such
collections are not otherwise distributed to the related Senior Certificates;
(iii) the product of (x) the related Prepayment Distribution Percentage and (y)
the aggregate of all Principal Prepayments in Full received in the related
Prepayment Period and Curtailments received in the preceding calendar month the
extent not payable to the related Senior Certificates; (iv) if such Class is the
Class of Subordinate Certificates with the Highest Priority, any related Excess
Subordinate Principal Amount for such Distribution Date to the extent of
Eligible Funds for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a Class of Subordinate
Certificates minus (b) with respect to the Class of Group II Subordinate
Certificates with the Lowest Priority, any related Excess Subordinate Principal
Amount for such Distribution Date; provided, however, that the Group II
Subordinate Principal Distribution Amount for any Class of Group II Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit P that
are subject to special rules, disclosure requirements and other provisions that
were added to the Federal Truth in Lending Act by the Home Ownership and Equity
Protection Act of 1994.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: (a) with respect
to the Group I Subordinate Certificates, Class M-I-1, Class M-I-2, Class M-I- 3,
Class B-I-1, Class B-I-2 and Class B-I-3 Certificates, and (b) with respect to
the Group II Subordinate Certificates, Class M-II-1, Class M-II-2, Class M-II-3,
Class B-II-1, Class B-II-2 and Class B-II-3 Certificates.
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.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class AV-I Certificates), the Certificate Principal
Balance of such Class of Certificates as of the
23
Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Subordinate Class Percentage: With respect to any Distribution
Date and any Class of Subordinate Certificates, a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of such Class of Subordinate Certificates as of the Closing Date and the
denominator of which is the related Cut-off Date Balance.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to any Distribution Date, the prior
calendar month.
Interim Certificates: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any of Loan Group I or Loan Group II.
Loan Group I: The group of Mortgage Loans designated as the Group I
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-1.
Loan Group II: The group of Mortgage Loans designated as the Group II
Mortgage Loans on the Mortgage Loan Schedule in Exhibit F-2.
Loan-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.
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: (a) with respect to the
Group I Subordinate Certificates, Class B-I-3, Class B-I-2, Class B-I-1, Class
24
M-I-3, Class M-I-2 and Class M-I-1 Certificates, and (b) with respect to the
Group II Subordinate Certificates, Class B-II-3, Class B-II-2, Class B-II-1,
Class M-II-3, Class M-II-2 and Class M-II-1 Certificates.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II
and REMIC III, the latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate
Principal Balance of each such Class of Certificates representing a regular
interest in the Trust Fund would be reduced to zero, which is, for each such
regular interest other than the Group I Certificates, May 25, 2031, which is the
Distribution Date following the maturity of the latest maturing Mortgage Loan,
and which is for the Group II Certificates, June 25, 2031.
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.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,
the mortgage,
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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 Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule attached hereto as Exhibit F-1
and Exhibit F-2, 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 Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1 and Exhibit F-2 (as amended from time to time to reflect the
addition of Qualified Substitute Mortgage Loans), which lists shall set forth at
a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or
"MATURITY DT" for Mortgage Loans and if such Mortgage Loan is a Balloon
Loan, the amortization term thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date for an adjustable
rate Mortgage Loan ("CURR RATE");
(vi) the Adjusted Net Mortgage Rate or Net Mortgage Rate as of
the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and
interest as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for
the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating that
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the Mortgage Loan is secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is secured by a primary
residence); and
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence).
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F hereto, as applicable.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the sum of the Servicing Fee Rate and any
related Subservicing Fee.
Non-Discount Mortgage Loan: A Group I Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by
the Master Servicer in respect of a Mortgage Loan (other than a Deleted Mortgage
Loan) which, in the good faith judgment of the Master Servicer, will not, or, in
the case of a proposed Advance, would not, be ultimately recoverable by the
Master Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds or REO Proceeds.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notice: As defined in Section 4.04.
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Notional Amount: With respect to the Class AV-I Certificates,
immediately prior to any Distribution Date, an amount equal to the
Uncertificated Notional Amount of REMIC I Regular Interest LT-I-AV.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II or REMIC III as REMICs or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I, Class R-I, Class
R-III, Class M-I and Class B-I Certificates, 7.00% per annum;
With respect to the Class AV-I Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all Group I Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such Group
I Loans as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). With respect to the Class AV-I Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.77872% per annum.
With respect to the Class A-II Certificates, Class R-II Certificate,
Class M-II Certificates and Class B-II Certificates on any Distribution Date,
the Uncertificated REMIC II Pass-Through Rate.
Paying Agent: The JPMorgan Chase Bank or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate, Class M
Certificate or Class B Certificate, the undivided percentage ownership interest
in the related Class evidenced by such
28
Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the same Class. The
Percentage Interest with respect to a Class R Certificate shall be stated on the
face thereof.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper and
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
29
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool Strip Rate: With respect to each Group I Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Group I Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Assumption: With respect to the Class A, Class M and Class B
Certificates, the prepayment assumption to be used for determining the accrual
of original issue discount and premium and market discount on such Certificates
for federal income tax purposes, which assumes a constant prepayment rate of 4%
per annum of the then outstanding principal balance of the Mortgage Loans in the
first month of the life of the Mortgage Loans, and an additional approximate
1.2727% per annum in each month thereafter until the twelfth month, and then
beginning in the twelfth month and in each month thereafter during the life of
the Mortgage Loans, a constant prepayment rate of 25.0% per annum each month.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date on which any Class of Subordinate
Certificates in
30
the related certificate group are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates in the related certificate group for
which the related Principal Payment Distribution Trigger has been
satisfied, a fraction, expressed as a percentage, the numerator
of which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of which is
the sum of the Certificate Principal Balances immediately prior
to such date of (1) the Class of Subordinate Certificates in the
related certificate group then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates in
the related certificate group for which the respective Principal
Payment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates in the related certificate group for which the
Principal Payment Distribution Triggers have not been satisfied,
0%; and
(ii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the related definition
of "Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of
Subordinate Certificates in the related certificate group in an amount
greater than the remaining Certificate Principal Balance thereof (any
such class, a "Maturing Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced to a level that, when
applied as described above, would exactly reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of Subordinate Certificates in the
related certificate group (any such Class, a "Non-Maturing Class") shall
be recalculated in accordance with the provisions in paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing Class
had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions in
the Prepayment Distribution Percentages of the Maturing Class or Classes
pursuant to clause (a) of this sentence, expressed as an aggregate
percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such Distribution
Date, the Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of each Maturing Class had
not been reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one
31
month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such
Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan))
paid by the Mortgagor for such Prepayment Period to the date of such Principal
Prepayment in Full or (b) a Curtailment during the prior calendar month, an
amount equal to one month's interest at the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F with the exception of either code "23" or
"96" under the column "MI CO CODE."
Principal Payment Distribution Trigger: With respect to any Distribution
Date and any Class of Subordinate Certificates (other than the Class M-I-1
Certificates and Class M-II-1 Certificates), a test that shall be satisfied if
the fraction (expressed as a percentage) equal to the sum of the Certificate
Principal Balances of such Class and each Class of Subordinate Certificates in
the related certificate group with a Lower Priority than such Class immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans in the related Loan Group (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to the sum of the related Initial Subordinate Class Percentages of such Classes
of Subordinate Certificates.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, the
sum of the amounts described in clauses (i), (ii) and (iii) of the definition of
Principal Distribution Amount for that Distribution Date.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or
32
otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an
amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances and (ii) unpaid
accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate
plus the rate per annum at which the Servicing Fee is calculated in the case of
a Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) in the case of a purchase made by
the Master Servicer) on the Stated Principal Balance thereof to the first day of
the month following the month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement and (vi)
have a Pool Strip Rate equal to or greater than that of the Deleted Mortgage
Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class AV-I Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R-III Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Xxxxx'x. If either agency or a successor is no
longer in existence,
33
"Rating Agency" shall be such statistical credit rating agency, or other
comparable Person, designated by the Depositor, notice of which designation
shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Interest: Any one of the REMIC regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
34
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the Group I Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group I
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2001) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund;
(iii) property which secured a Group I Mortgage Loan and which
has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining
to the Group I Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Regular Interests: REMIC I Regular Interest LT-I, REMIC I
Regular Interest LT-I- AV and REMIC I Regular Interest LT-I-AP.
REMIC I Regular Interest LT-I: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-I-AV: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial notional amount equal
to$84,791,615.84, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest LT-I-AP: A regular interest in REMIC I that is
held as an asset of
35
REMIC III, that has an initial principal balance equal to the related
Uncertificated Principal Balance, and that has such other terms as are described
herein.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(vi) the Group II Mortgage Loans and the related Mortgage Files;
(vii) all payments on and collections in respect of the Group II
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2001) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund;
(viii) property which secured a Group II Mortgage Loan and which
has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure;
(ix) the hazard insurance policies and Primary Insurance Policy
pertaining to the Group II Mortgage Loans, if any; and
(x) all proceeds of clauses (i) through (iv) above.
REMIC II Regular Interest LT-II: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests and the REMIC II Regular Interests.
REMIC 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.
36
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
on the unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Depositor, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: The Group I Senior Accelerated
Distribution
37
Percentage or Group II Senior Accelerated Distribution Percentage.
Senior Certificates: Any one of the Class A or Class R Certificates.
Senior Interest Distribution Amount: The Group I Senior Interest
Distribution Amount or Group II Senior Interest Distribution Amount.
Senior Percentage: Either the Group I Senior Percentage or Group II Senior
Percentage.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS(R) System, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
38
Simple Interest Loan: A Mortgage Loan pursuant to which each Monthly
Payment is applied first, to interest accrued on such Mortgage Loan from the
date on which the previous Monthly Payment was made to the date on which such
Monthly Payment was made, and second to the principal amount outstanding.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Percentage: As of any Distribution Date, as determined
separately for each Loan Group, 100% minus the related Senior Percentage as of
such Distribution Date.
Subordinate Principal Distribution Amount: The Group I Subordinate
Principal Distribution Amount or Group II Subordinate Principal Distribution
Amount.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
39
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: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II and REMIC III due to their classification as
REMICs under the REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I, REMIC II and REMIC III.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any REMIC I Regular
Interest or REMIC II Regular Interest for any Distribution Date, except for
REMIC I Regular Interest LT-I-AP, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued
40
on the Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for
any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Mortgage Loans for any
Distribution Date shall be allocated first to REMIC I Regular Interest LT-I and
then to REMIC I Regular Interest LT-I-AV, in each case to the extent of one
month's interest at the then applicable respective Uncertificated REMIC I
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such Uncertificated REMIC I Regular Interest.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I or
Uncertificated REMIC II Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of REMIC I
Regular Interest LTA or REMIC I Regular Interest LTB outstanding as of any date
of determination. The Uncertificated Principal Balance of each REMIC I Regular
Interest shall never be less than zero.
Uncertificated REMIC I LT-I-AV Notional Amount: With respect to each
Uncertificated REMIC I LT-I-AV Regular Interest, an amount equal to the
aggregate Stated Principal Balance of the related Non-Discount Mortgage Loan.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate on the Group I Mortgage Loans.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Rate on the Group II Mortgage Loans.
Uncertificated Regular Interests: The REMIC I Regular Interests and REMIC
II Regular Interests.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is
41
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.50% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates, Class M
Certificates and Class B Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all of
the Voting Rights shall be allocated among the Holders of the Class AV-I
Certificates; 0.50%, 0.50% and 0.50% of all of the Voting Rights shall be
allocated among the Holders of the Class R-I, Class R-II and Class R-III
Certificates, respectively; in each case to be allocated among the Certificates
of such Class in accordance with their respective Percentage Interest.
42
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of December 2001); and (ii) all proceeds of the
foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, except as set forth in Section 2.01(c) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such purpose, the following documents or instruments (or copies thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon; and
43
(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;
(c) The Depositor may, in lieu of delivering the documents set forth in
Section 2.01(b)(iv) and (v) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within thirty Business
Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Section 2.01(b)(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. On the
Closing Date, the Master Servicer shall certify that it has in its possession an
original or copy of each of the documents referred to in Section 2.01(b)(iv) and
(v) which has been delivered to it by the Depositor.
(d) In connection with any Mortgage Loan, if the Depositor cannot
deliver the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in
clause(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns. If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or returned unrecorded to the Depositor because of any
defect therein, the Depositor shall prepare a substitute Assignment, Form UCC-3
or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause
such Assignment to be recorded in accordance with this paragraph. The Depositor
shall promptly deliver or cause to be delivered to the Trustee or the respective
Custodian such Mortgage or assignment, Form UCC-3 or Form UCC-1, as applicable,
(or copy thereof as permitted by Section 2.01(b)) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note or
Assignment of
44
Mortgage in blank, the Depositor shall, or shall cause the Custodian to,
complete the endorsement of the Mortgage Note and the Assignment of Mortgage in
the name of the Trustee in conjunction with the Interim Certification issued by
the Custodian, as contemplated by Section 2.02.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(e) It is intended that the conveyances by the Depositor to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 be construed as a
sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of
the Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to
secure a debt or other obligation of the Depositor. However, in the event that
the Mortgage Loans are held to be property of the Depositor or of Residential
Funding, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession
45
by a purchaser or a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code as in
effect in the States of New York and Minnesota and any other applicable
jurisdiction; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Depositor or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change in the Trustee's name),
(2) any change of location of the place of business or the chief executive
office of Residential Funding or the Depositor or (3) any transfer of any
interest of Residential Funding or the Depositor in any Mortgage Loan.
Section 2.02 Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certificate") to the effect that all documents required to be delivered pursuant
to Section 2.01(b) above have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except
for
46
any exceptions listed on Schedule A attached to such Interim Certification. Upon
delivery of the Mortgage Files by the Depositor or the Master Servicer, the
Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, and based solely upon a receipt or certification executed
by the Custodian, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01(c) above. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees to review each Mortgage File delivered to it pursuant to
Section 2.01(c) within 45 days after receipt thereof to ascertain that all
documents required to be delivered pursuant to such Section have been received,
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Depositor;
provided, that if the Mortgage Loan related to such Mortgage File is listed on
Schedule A of the Assignment Agreement, no notification shall be necessary.
Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Depositor and the Trustee of any such omission or
defect found by it in respect of any Mortgage File held by it. If such omission
or defect materially and adversely affects the interests in the related Mortgage
Loan of the Certificateholders, the Master Servicer shall promptly notify the
related Subservicer of such omission or defect and request that such Subservicer
correct or cure such omission or defect within 60 days from the date the Master
Servicer was notified of such omission or defect and, if such Subservicer does
not correct or cure such omission or defect within such period, that such
Subservicer purchase such Mortgage Loan from the Trust Fund at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered; and provided further, that no
cure, substitution or repurchase shall be required if such omission or defect is
in respect of a Mortgage Loan listed on Schedule A of the Assignment Agreement.
The Purchase Price for any such Mortgage Loan shall be deposited or caused to be
deposited by the Master Servicer in the Custodial Account maintained by it
pursuant to Section 3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Subservicer or its designee, as
the case may be, any Mortgage Loan released pursuant hereto and thereafter such
Mortgage Loan shall not be part of the Trust Fund. In furtherance of the
foregoing, if the Subservicer or Residential Funding that repurchases the
Mortgage Loan is not a member of MERS and the Mortgage is registered on the
MERS(R) System, the Master Servicer, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to such
Subservicer or Residential Funding and shall cause such Mortgage to be removed
from registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Subservicer,
to so cure or purchase any Mortgage Loan as to which a
47
material and adverse defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each
48
Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by either the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) The information set forth in Exhibit F-1 and Exhibit F-2
hereto with respect to each Mortgage Loan or the Mortgage Loans, as the
case may be, is true and correct in all material respects at the
respective date or dates which such information is furnished;
49
(ii) Immediately prior to the conveyance of the Mortgage Loans to
the Trustee, the Depositor had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such conveyance validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest; and
(iii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(iii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Depositor
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, substitution or repurchase must occur
within 90 days from the date such breach was discovered. Any such substitution
shall be effected by the Depositor under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is
understood and agreed that the obligation of the Depositor to cure such breach
or to so purchase or substitute for any Mortgage Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, the Depositor shall not be
required to cure breaches or purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04 Representations and Warranties of Residential Funding.
-----------------------------------------------------
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations
50
and warranties, such right, title and interest may be enforced by the Master
Servicer on behalf of the Trustee and the Certificateholders. Upon the discovery
by the Depositor, the Master Servicer, the Trustee or any Custodian of a breach
of any of the representations and warranties made in the Assignment Agreement in
respect of any Mortgage Loan or of any Repurchase Event which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify Residential Funding of such breach or
Repurchase Event and request that Residential Funding either (i) cure such
breach or Repurchase Event in all material respects within 90 days from the date
the Master Servicer was notified of such breach or Repurchase Event or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that, in the case of a breach or
Repurchase Event under the Assignment Agreement, Residential Funding shall have
the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, and Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in Section 4 of the Assignment Agreement, as of the date of
substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment
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Agreement. In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II or REMIC
III to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Residential
Funding to cure such breach or purchase (or in the case of Residential Funding
to substitute for) such Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders. If
the Master Servicer is Residential Funding, then the Trustee shall also have the
right to give the notification and require the purchase or substitution provided
for in the second preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in the Assignment
Agreement. In connection with the purchase of or substitution for any such
Mortgage Loan by Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates;
Conveyance of Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests and the REMIC II Regular Interests for the
benefit of the Holders of the REMIC III Regular Interests and the Holders of the
Class R-III Certificates. The Trustee acknowledges receipt of the REMIC I
Regular Interests and
52
REMIC II Regular Interests (each of which are uncertificated) and declares that
it holds and will hold the same in trust for the exclusive use and benefit of
the Holders of the REMIC 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) In exchange for the REMIC I Regular Interests and the REMIC II
Regular Interests and, concurrently with the assignment to the Trustee thereof,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, the Trustee has executed, authenticated and delivered to or upon the
order of the Depositor, the Regular Certificates in authorized denominations
evidencing (together with the Class R-III Certificates) the entire beneficial
ownership interest in REMIC III.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
----------------------------------
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section
54
1001 of the Code and any proposed, temporary or final regulations promulgated
thereunder (other than in connection with a proposed conveyance or assumption of
such Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause any of REMIC I, REMIC II or REMIC III to fail
to qualify as a REMIC under the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage
Loans. The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney. In servicing
and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall,
to the extent not inconsistent with this Agreement, comply with the Program
Guide as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection with
servicing and administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations;
Special Servicing.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA
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must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan
guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such Subservicer will remain obligated
under the related Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the discretion of
the Master Servicer to modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this Agreement or the
Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.
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Section 3.03 Successor Subservicers.
----------------------
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
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Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
58
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Balance thereof by the original Maturity Date based
on the original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(i) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be
deposited on a daily basis, except as otherwise specifically provided
herein, the following payments and collections remitted by Subservicers
or received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(ii) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(iii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including the interest component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(iv) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(v) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be
deposited in connection with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.03 or 2.04; and
(vi) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required
59
to be deposited in the Custodial Account is so deposited, the Master Servicer
may at any time withdraw such amount from the Custodial Account, any provision
herein to the contrary notwithstanding. The Custodial Account may contain funds
that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others. Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately reflect the funds on deposit in the
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans.
(b) With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in the Group I and Group II
Available Distribution Amount for the Distribution Date in the month of receipt,
but is not obligated to do so. If the Master Servicer so elects, such amounts
will be deemed to have been received (and any related Realized Loss shall be
deemed to have occurred) on the last day of the month prior to the receipt
thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
-----------------------------------------
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account 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
60
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee, if any, accrues in the case of a
Modified Mortgage Loan) on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from the related Mortgagor during any month that is
to be applied by the Subservicer to reduce the unpaid principal balance of the
related Mortgage Loan as of the first day of such month, from the date of
application of such Curtailment to the first day of the following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the
61
Program Guide. As part of its servicing duties, the Master Servicer shall, and
the Subservicers will, pursuant to the Subservicing Agreements, be required to
pay to the Mortgagors interest on funds in this account to the extent required
by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
------------------------------------------------
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late recoveries of
the payments for which such advances were made in the case of Servicing
Advances;
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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) on the amount specified in the amortization schedule of
the related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding, the
Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to Certificateholders as of the date on which
the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has been added
to the outstanding principal balance of the Mortgage Loan;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(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
63
penalties or any other additional amounts payable to the Master Servicer
or Subservicer pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any Advance or Subservicer Advance made in respect of a
Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance
by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Mortgage Loans on any Certificate Account Deposit Date
succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date
shall be limited to an amount not exceeding the portion of such Advance or
Subservicer Advance previously paid to Certificateholders (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11 Maintenance of Primary Insurance Coverage.
-----------------------------------------
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit
64
recovery under any Primary Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage in an amount which is equal to the
lesser of the principal balance owing on such Mortgage Loan (together with the
principal balance of any mortgage loan secured by a lien that is senior to the
Mortgage Loan) or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan, 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
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which case the Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall have been a loss which
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption which
the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any 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.
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(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II or REMIC III to fail to qualify as REMICs under
the Code or the imposition of any tax on "prohibited transactions" or
"contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same priority in relation to any senior
mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage)
pursuant to the terms of the Mortgage, (B) such transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from liability on
the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the
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granting of an easement thereon in favor of another Person, any alteration or
demolition of the related Mortgaged Property or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I, REMIC II or REMIC III would
continue to qualify as a REMIC under the Code as a result thereof and that no
tax on "prohibited transactions" or "contributions" after the startup day would
be imposed on any of REMIC I, REMIC II or REMIC III as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage 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.
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(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
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Master Servicer shall, consistent with Section 3.11, follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal and usual
in its general mortgage servicing activities and as shall be required or
permitted by the Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if the Master Servicer is acting in connection
with any such foreclosure or other conversion or action in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the correction of any default on a related senior
mortgage loan, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it
shall have priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses and charges are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds or REO
Proceeds). In the event of such a determination by the Master Servicer pursuant
to this Section 3.14(a), the Master Servicer shall be entitled to reimbursement
of its funds so expended pursuant to Section 3.10.
In addition, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall 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.
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(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property as soon as practicable, giving due consideration to the
interests of the Certificateholders, but in all cases within three full years
after the taxable year of its acquisition by the Trust Fund for purposes of
Section 860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of each of REMIC I, REMIC II or REMIC III as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or
any applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I, REMIC II or REMIC III to
the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting
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from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds,
will be applied in the following order of priority: first, to reimburse the
Master Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the extent of accrued and
unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at
the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan), to the Due Date in the related Due Period prior to the
Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to the Master Servicer; fifth, to all
Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer
and the Subservicer shall have no claims for any deficiencies with respect to
such fees which result from the foregoing allocation); and sixth, to Foreclosure
Profits.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
-----------------------------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit G hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each
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Mortgage File or any document therein so released to be returned to the Trustee,
or the Custodian as agent for the Trustee when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in
the Custodial Account or (ii) the Mortgage File or such document has been
delivered directly or through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the Master Servicer
has delivered directly or through a Subservicer to the Trustee a certificate of
a Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect thereto to the Master
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
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(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid. If the portion of a
Monthly Payment on a Simple Interest Loan that is applied to interest is less
than the portion of such Monthly Payment that would have been applied to
interest if such payment had been received on the related Due Date, the
aggregate Servicing Fee payable on the related Distribution Date to the Master
Servicer in respect of all of the Mortgage Loans shall be reduced by such
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difference. If the portion of a Monthly Payment on a Simple Interest Loan that
is applied to interest is more than the portion of such Monthly Payment that
would have been applied to interest if such payment had been received on the
related Due Date, the aggregate Servicing Fee payable on the related
Distribution Date to the Master Servicer in respect of all of the Mortgage Loans
shall be increased by such difference.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer will
not withdraw from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi). With respect to any Distribution Date, (i) Compensating Interest
derived from Loan Group I shall be used on such Distribution Date to cover any
Prepayment Interest Shortfalls on the Group I Loans and (ii) Compensating
Interest derived from Loan Group II shall be used on such Distribution Date to
cover any Prepayment Interest Shortfalls on the Group II Loans.
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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.
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The Master Servicer will deliver to the Depositor and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and of its performance under the pooling and servicing agreements, including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such officers' knowledge, based on such review, the Master Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout such year,
or, if there has been material noncompliance with such servicing standards or a
default in the fulfillment in all material respects of any such obligation
relating to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof and (iii) to the best of such
officers' knowledge, each Subservicer has complied in all material respects with
the minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers and has fulfilled all of its material obligations
under its Subservicing Agreement in all material respects throughout such year,
or if there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, specifying such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
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On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants which shall be
members of the American Institute of Certified Public Accountants to furnish a
report to the Depositor and the Trustee stating its opinion that, on the basis
of an examination conducted by such firm substantially in accordance with
standards established by the American Institute of Certified Public Accountants,
the assertions made pursuant to Section 3.18 regarding compliance with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such
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firm, such accounting standards require it to report. In rendering such
statement, such firm may rely, as to matters relating to the direct servicing of
mortgage loans by Subservicers, upon comparable statements for examinations
conducted by independent public accountants substantially in accordance with
standards established by the American Institute of Certified Public Accountants
(rendered within one year of such statement) with respect to such Subservicers.
Section 3.20 Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may,
but is not obligated to perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder or exercise the rights of the Master
Servicer hereunder; provided that the Master Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have the responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
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(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) all
other amounts constituting the Group I and Group II Available Distribution
Amount for the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02 Distributions.
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(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee based solely on
information provided by the Master Servicer, shall distribute to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share shall be based
on the aggregate of the Percentage Interests represented by Certificates of the
applicable
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Class held by such Holder) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b) below), in each case to
the extent of the Group I and Group II Available Distribution Amount:
(i) (X) from the Group I Available Distribution Amount, to the
Group I Senior Certificates (other than the Class AP-I Certificates), on
a pro rata basis based on the Accrued Certificate Interest payable on
such Classes of Certificates for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this
Section 4.02(a) (the "Group I Senior Interest Distribution Amount"); and
(Y) from the Group II Available Distribution Amount, to
the Group II Senior Certificates, on a pro rata basis based on
Accrued Certificate Interest payable on such Classes of
Certificates for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of
this Section 4.02(a) (the "Group II Senior Interest Distribution
Amount"); and
(ii) (X) to the Class AP-I Certificates, the Class AP-I Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the Senior Certificates (other than the Class AP-I
Certificates), in the priorities and amounts set forth in Section
4.02(b)(ii) through (iv), the sum of the following (applied to
reduce the Certificate Principal Balances of such Senior
Certificates, as applicable):
(A) the related Senior Percentage for such Distribution
Date times the sum of the following:
i) the principal portion of each Monthly Payment
due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction of
the principal portion of such payment with respect to a
Discount Mortgage Loan) in the related Loan Group, whether
or not received on or prior to the related Determination
Date, minus the principal portion of any Debt Service
Reduction (other than the related Discount Fraction of the
principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan);
ii) the Stated Principal Balance of any Mortgage
Loan in the related Loan Group repurchased during the
preceding calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant
to Sections 2.02, 2.03, 2.04 or 4.07 of this Agreement,
and the amount of any shortfall deposited in the Custodial
Account in connection
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with the substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 of this Agreement during the
preceding calendar month (other than the related Discount
Fraction of such Stated Principal Balance or shortfall
with respect to each Discount Mortgage Loan); and
iii) the principal portion of all other unscheduled
collections with respect to the related Loan Group (other
than Principal Prepayments in Full and Curtailments and
amounts received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(B), including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the preceding calendar month (or deemed to have
been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan in the related Loan
Group for which a Cash Liquidation or a REO Disposition occurred
during the preceding calendar month (or was deemed to have
occurred during such period in accordance with Section 3.07(b))
and did not result in any Excess Special Hazard Losses, Excess
Fraud Losses or Extraordinary Losses, an amount equal to the
lesser of (a) the related Senior Percentage for such Distribution
Date times the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such Stated
Principal Balance with respect to each Discount Mortgage Loan)
and (b) the related Senior Accelerated Distribution Percentage
for such Distribution Date times the related unscheduled
collections (including without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) to the extent applied by
the Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (in each case other than
the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(3) of this
Agreement);
(C) the related Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and
Curtailments with respect to the related Loan Group received in
the preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments
with respect to each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount allocated to
the related Loan Group but only to the extent of Eligible Funds
in the related Loan Group for such Distribution Date; and
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(E) any amounts described in subsection (ii), clauses (Y)
(A), (B) and (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the related Subordinate
Certificates; and
(F) to the Holders of the Group I Certificates or Group II
Certificates, as applicable, amounts required to be distributed
pursuant to Section 4.02(c);
(iii) to the Holders of the Class M-I-1 Certificates and Class
M-II-1 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(iv) to the Holders of the Class M-I-1 Certificates and Class
M-II-1 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class M-I-1 Certificates and Class M-II-1 Certificates;
(v) to the Holders of the Class M-I-2 Certificates and Class
M-II-2 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(vi) to the Holders of the Class M-I-2 Certificates and Class
M-II-2 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class M-I-2 Certificates and Class M-II-2 Certificates;
(vii) to the Holders of the Class M-I-3 Certificates and Class
M-II-3 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(viii) to the Holders of the Class M-I-3 Certificates and Class
M-II-3 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class M-I-3 Certificates and Class M-II-3 Certificates;
(ix) to the Holders of the Class B-I-1 Certificates and Class
B-II-1 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
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as provided below;
(x) to the Holders of the Class B-I-1 Certificates and Class
B-II-1 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class B-I-1 Certificates and Class B-II-1 Certificates;
(xi) to the Holders of the Class B-I-2 Certificates and Class
B-II-2 Certificates, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(xii) to the Holders of the Class B-I-2 Certificates and Class
B-II-2 Certificates, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class B-I-2 Certificates and Class B-II-2 Certificates;
(xiii) to the Holders of the Class B-I-3 Certificates and Class
B-II-3 Certificates, an amount equal to (x) the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiv) to the Holders of the Class B-I-3 Certificates and Class
B-II-3 Certificates, an amount equal to the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date;
(xv) to the Senior Certificates, in the priority set forth in
Section 4.02(b), the portion, if any, of the related Available
Distribution Amount remaining after the foregoing distributions, applied
to reduce the Certificate Principal Balances of such Senior
Certificates, but in no event more than the aggregate of the outstanding
Certificate Principal Balances of each such Class of Senior
Certificates, and thereafter, to each Class of related Subordinate
Certificates then outstanding beginning with such Class with the Highest
Priority, any portion of the related Available Distribution Amount
remaining after the related Senior Certificates have been retired,
applied to reduce the Certificate Principal Balance of each such Class
of Subordinate Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
(xvi) to the Class R-III Certificates, the balance, if any, of
the Available Distribution Amounts.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued
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Certificate Interest thereon remaining unpaid from any previous Distribution
Date will be distributable only to the extent that such unpaid Accrued
Certificate Interest was attributable to interest shortfalls relating to the
failure of the Master Servicer to make any required Advance, or the
determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date will be
made as follows:
(i) to the Class AP-I Certificates from the Group I Available
Distribution Amount, until the Certificate Principal Balance thereof is
reduced to zero, an amount (the "Class AP-I Principal Distribution
Amount") equal to the aggregate of:
(1) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction;
(2) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
or, in the case of Principal Prepayments in Full, during
the related Prepayment Period (other than amounts received
in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (3)
below), including Principal Prepayments in Full,
Curtailments and repurchases (including repurchases deemed
to have occurred during such period in accordance with
Section 3.07(b)) of Discount Mortgage Loans(or, in the
case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited
in the Custodial Account in connection with such
substitution);
(3) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses or Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fraction of the
Stated Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Discount
Mortgage Loan to the extent applied as recoveries of
principal;
(4) any amounts allocable to principal for the
related Loan Group for any previous Distribution Date
(calculated pursuant to clauses (1) through
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(3) above) that remain undistributed; and
(5) the amount of any related Class AP-I Collection
Shortfalls for such Distribution Date and the amount of
any such Class AP-I Collection Shortfalls remaining unpaid
for all previous Distribution Dates, but only to the
extent of the Eligible Funds in the related Loan Group for
such Distribution Date;
(ii) the following amounts shall be distributed to the Group I
Senior Certificates (other than the Class AP-I Certificates) as follows:
(A) the Group I Senior Principal Distribution Amount shall
be distributed to the Class R-I and Class R-III, concurrently on
a pro rata basis, until the Certificate Principal Balance thereof
has been reduced to zero; and
(B) the balance of the Group I Senior Principal
Distribution Amount shall be distributed to the Class A-I
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero.
(iii) the Group II Senior Principal Distribution Amount shall be
distributed, sequentially, to the Class R-II Certificates and Class A-II
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero.
(iv) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described in Section
4.02(b) of this Agreement in respect of principal among the Senior
Certificates (other than the Class AP-I Certificates) will be
disregarded, and (i) the remaining Group I Senior Principal Distribution
Amount will be distributed to the Group I Certificates (other than the
Class AP-I Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, (ii) the remaining Group II
Senior Principal Distribution Amount will be distributed to the Group II
Certificates pro rata in accordance with their respective outstanding
Certificate Principal Balances, (iii) the related Senior Interest
Distribution Amount will be distributed as described in Section
4.02(a)(i)(X) and (Y) and (iv) an amount equal to the Discount Fraction
of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of Discount Mortgage Loans
will be distributed to the related Class AP-I Certificates.
(c) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses specifically related to such
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Mortgage Loan (including, but not limited to, recoveries (net of any related
liquidation expenses) in respect of the representations and warranties made by
the related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the Class or Classes to which such
Realized Loss was allocated (with the amounts to be distributed allocated among
such Classes in the same proportions as such Realized Loss was allocated), and
within each such Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class of
Certificates is no longer outstanding, to the Certificateholders of record at
the time that such Realized Loss was allocated) with respect to the Certificates
of any Class, on a pro rata basis based on the Percentage Interest represented
by each Certificate of such Class as of such Record Date; provided that no such
distribution to any Class of Certificates of subsequent recoveries related to a
Mortgage Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.
(d) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(e) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
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Section 4.03 Statements to Certificateholders.
--------------------------------
(a) The Master Servicer shall forward to the Trustee no later than 5:00
P.M. New York time on the second Business Day prior to each Distribution Date,
and the Trustee shall forward on such Distribution Date by mail or otherwise
make available electronically to each Holder and the Depositor, a statement
setting forth the following information as to each Class of Certificates, in
each case to the extent applicable:
(i) (A) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (B) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer with
respect to the Group I and Group II Loans pursuant to Section 4.04;
(v) the number of Group I and Group II Loans and the Stated
Principal Balance after giving effect to the distribution of principal
on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
the Certificates, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Group I and
Group II Loans that are Delinquent (A) one month, (B) two months and (C)
three or more months and the number and aggregate principal balance of
Group I and Group II Loans that are in foreclosure;
(viii) the number, aggregate principal balance and book value of
any REO Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution
Date and the aggregate amount of Realized Losses on the Group I and
Group II Loans incurred since the
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Cut-off Date;
(xi) the Special Hazard Amount and Fraud Loss Amount as of the
close of business on such Distribution Date and a description of any
change in the calculation of such amounts;
(xii) the Pass-Through Rate on each Class of Certificates and the
Weighted Average Net Mortgage Rate;
(xiii) the number and aggregate principal balance of Group I and
Group II Loans repurchased under Section 4.07;
(xiv) the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xv) the weighted average remaining term to maturity of the Group
I and Group II Loans after giving effect to the amounts distributed on
such Distribution Date; and
(xvi) the weighted average Mortgage Rates of the Group I and
Group II Loans after giving effect to the amounts distributed on such
Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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Section 4.04 Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, any
Paying Agent and the Depositor (the information in such statement to be made
available to Certificateholders by the Master Servicer on request) (provided
that the Master Servicer will use its best efforts to deliver such written
statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Group I and Group II
Available Distribution Amounts, (ii) the amounts required to be withdrawn from
the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause (iii)
of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls, and (iv)
to the extent required, a report detailing the Stated Principal Balance,
Mortgage Rate, Modified Mortgage Rate, remaining term to maturity and Monthly
Payment for any Modified Mortgage Loan pursuant to Section 3.13. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
sum of (A) the aggregate amount of Monthly Payments other than Balloon Payments
(with each interest portion thereof adjusted to a per annum rate equal to the
Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Relief Act or similar legislation or regulations then
in effect, on the Outstanding Mortgage Loans as of the related Due Date in the
related Due Period, which Monthly Payments were due during the related Due
Period and not received as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance and (B) with respect to each Balloon Loan delinquent in
respect of its Balloon Payment as of the close of business on the related
Determination Date, an amount equal to the excess, if any, of interest on the
unpaid principal balance thereof (with each interest portion thereof adjusted to
a per annum rate equal to the Net Mortgage Rate), over any payments of interest
(with each interest portion thereof adjusted to a per annum rate equal to the
Net Mortgage Rate) received from the related Mortgagor as of the close of
business on the related Determination Date and allocable to the Due Date during
the related Due Period for each month until such Balloon Loan is finally
liquidated, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of 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
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Deposit Date to the extent that funds attributable to the Mortgage Loans that
are available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
-----------------------------
(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Mortgage Loans (other than Excess
Losses) shall be allocated as follows: (a) with respect to the Group I Loans,
first, to the Class B-I-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-I-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-I-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-I-3 Certificates until the
Certificate Principal
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Balance thereof has been reduced to zero; fifth, to the Class M-I-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-I-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; and, thereafter, if any such Realized Losses are on a
Discount Mortgage Loan, to the Class AP-I Certificates in an amount equal to the
related Discount Fraction of the principal portion thereof, and the remainder of
such Realized Losses on the Discount Mortgage Loans and the entire amount of
such Realized Losses on Non-Discount Mortgage Loans, among the Group I Senior
Certificates (other than the Class AP-I Certificates) on a pro rata basis, as
described below, and (b) with respect to the Group II Loans, first, to the Class
B-II-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; second, to the Class B-II-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the Class B-II-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fourth, to the Class M-II-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class M-II-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-II-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, among all the Group I
Senior Certificates on a pro rata basis, as described below.
(b) Any Extraordinary Losses with respect to the Group I and Group II
Loans will be allocated among the Group I Certificates and Group II Certificates
on a pro rata basis; provided that the related Discount Fraction of the
principal portion of a Realized Loss on a Discount Mortgage Loans will be
allocated to the Class AP-I Certificates. Excess Special Hazard Losses and
Excess Fraud Losses will be allocated as follows: (a) with respect to the Group
I Loans, first, to the Class B-II-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; second, to the Class B-II-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-II-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-II-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fifth, to the Class M-II-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class M-II-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, to the Class A-II Certificates, and (b) with respect to
the Group II Loans, first, to the Class B-I-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-I-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-I-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-I-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fifth, to the Class M-I-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class M-I-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; and,
thereafter, to the Class A-I Certificates and Class AV-I Certificates on a pro
rata basis, as described below; provided however that such losses will be so
allocated pursuant to this provision solely to the extent of the remaining
Special Hazard Loss Amount or Fraud Loss Amount, as applicable, related to the
certificate group to which these losses are allocated and to the extent of the
Certificate Principal Balance of the Class B Certificates or Class M
Certificates related to that Loan Group, and thereafter shall be allocated to
the Group I Certificates and Group II Certificates on a pro rata basis; and
provided further, that the related Discount Fraction of the principal portion of
any Excess Loss
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on a Discount Mortgage Loan will be allocated to the Class AP-I Certificates.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss.
(c) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A, Class R, Class M or Class B
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date. Allocations of the interest portions of Realized Losses
shall be made by operation of the definition of "Accrued Certificate Interest"
and by operation of the priority of payment provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC I Regular Interests and REMIC II
Regular Interests: (a) with respect to the Group I Loans, to REMIC I Regular
Interest LT-I until the Certificate Principal Balance has been reduced to zero;
(b) with respect to the Group II Loans, to REMIC II Regular Interest LT-II until
the Certificate Principal Balance has been reduced to zero.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan that becomes 90 days or more delinquent during any given Calendar Quarter
shall only be eligible for purchase pursuant to this Section during the period
beginning on the first Business Day of the following Calendar Quarter, and
ending at the close
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of business on the second-to-last Business Day of such following Calendar
Quarter. Such option if not exercised shall not thereafter be reinstated as to
any Mortgage Loan, unless the delinquency is cured and the Mortgage Loan
thereafter again becomes delinquent in payment by 90 days or more in a
subsequent Calendar Quarter. If at any time the Master Servicer makes a payment
to the Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Master Servicer provides to the Trustee a certification
signed by a Servicing Officer stating that the amount of such payment has been
deposited in the Certificate Account, then the Trustee shall execute the
assignment of such Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 4.08 Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests, Uncertificated Accrued Interest on
the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests for such Distribution Date, plus any Uncertificated REMIC I or
REMIC II Accrued Interest thereon remaining unpaid from any previous
Distribution Date in the same manner as it is distributed to the Corresponding
Certificate.
(b) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests, as principal on the Uncertificated
REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests, an
amount equal to the sum of the amounts distributed as principal on the
Certificates (other than the Class R Certificates) under Sections 4.02(a)(ii),
(iv), (vi), (viii), (x), (xii), (xiv) and (xv), in the same manner as such
amounts are distributed to the Corresponding Certificates.
(c) In determining from time to time the amounts to be distributed to
the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II
Regular Interests, Realized Losses allocated under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interests and the Uncertificated
REMIC II Regular Interests for the related Distribution Date in the same manner
as allocated to the Corresponding Certificates.
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests and the Uncertificated REMIC II Regular Interests described
in this Section 4.08, distributions of funds from the Certificate Account shall
be made only in accordance with Section 4.02.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
----------------
(a) The Class A Certificates, Class AP-1 Certificates, Class AV-I
Certificates, Class M Certificates, Class B Certificates and Class R
Certificates shall be substantially in the forms set forth in Exhibits X-0, X-0,
X-0, X, X and D, respectively, and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the Depositor upon receipt by the Trustee or
one or more Custodians of the documents specified in Section 2.01. The Class A,
Class M-I-1 and Class M-II-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class M-I-2, Class M-II-2, Class M-I-3, Class M-II-3, Class B-I-1, Class B-I-2,
Class B-I-3 , Class B-II-1, Class B-II-2, Class B-II-3 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1 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 and Class M Certificates shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A or Class M Certificate, through the book-entry facilities
of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the
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Ownership Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
Unless the Trustee determines otherwise in accordance with applicable
law and the rules and procedures of, or applicable to, the Depository, transfers
of a beneficial interest in the Class B Certificates to a "qualified
institutional buyer" as defined under Rule 144A may only be effectuated by means
of an "SRO Rule 144A System" approved for such purpose by the Securities and
Exchange Commission.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
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Section 5.02 Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class R Certificate, upon satisfaction of
the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class B Certificate is
to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee
shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust
Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall require
the transferee to execute a representation letter, substantially in the form of
Exhibit I hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit J hereto, each
acceptable to and in form and substance satisfactory to the Depositor and the
Trustee certifying to the Depositor and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Trust Fund, the Depositor or the Master Servicer. In lieu of the
requirements set forth in the
93
preceding sentence, transfers of Class B Certificates may be made in accordance
with this Section 5.02(d) if the prospective transferee of such a Certificate
provides the Trustee and the Master Servicer with an investment letter
substantially in the form of Exhibit N attached hereto, which investment letter
shall not be an expense of the Trustee, the Depositor, or the Master Servicer,
and which investment letter states that, among other things, such transferee (i)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class B Certificate desiring to effect any transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Master Servicer and the Certificate Registrar
against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and
state laws and this Agreement.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Master Servicer to the effect that the purchase
or holding of such Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Depositor and the Master Servicer with a certification to the effect set forth
in Exhibit P (with respect to a Class B Certificate), or in paragraph fourteen
of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition (each, a "Plan Investor") or
(b) in the case of a Class B Certificate, the following conditions are
satisfied: (i) such Transferee is an insurance company, (ii) the source of funds
used to purchase or hold such Certificate (or interest therein) is an "insurance
company general account" (as defined in U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(f) Any Transferee of a Class M Certificate will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on Prohibited
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Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58, 65
Fed. Reg. 67765 (November 13, 2000) (the "RFC Exemption"), and that it
understands that there are certain conditions to the availability of the RFC
Exemption including that such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Moody's or (c) such Transferee is a Complying Insurance Company.
(g) (A) If any Class M Certificate (or any interest therein) is acquired
or held by any Person that does not satisfy the conditions described in
paragraph (ii) above, then the last preceding Transferee that either (i) is not
a Plan Investor, (ii) acquired such Certificate in compliance with the RFC
Exemption, or (iii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as Certificate Owner
thereof retroactive to the date of such Transfer of such Class M Certificate.
The Trustee shall be under no liability to any Person for making any payments
due on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(h) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (I) an affidavit
and agreement (a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit H-1) from the proposed Transferee, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as it retains
its
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Ownership Interest in a Class R Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as
Exhibit H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the assessment
or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom
such Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership Interest in
such Certificate, agrees to give the Trustee written notice that
it is a "pass- through interest holder" within the meaning of
Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in a
Class R Certificate on behalf of, a "pass- through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit H-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(iii) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a Non-United States Person
shall become a holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations
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Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of
Transfer of a Class R Certificate that is in fact not permitted by this
Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such
holder under the provisions of this Agreement.
(iv) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(v) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E- 2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(vi) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of the Class A, Class M or
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Class B Certificates below the lower of the then-current rating
or the rating assigned to such Certificates as of the Closing
Date by such Rating Agency; and
(B) A certificate of the Master Servicer stating that the
Master Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I, REMIC II or REMIC III to cease to
qualify as a REMIC and will not cause (x) any of REMIC I, REMIC
II or REMIC III to be subject to an entity-level tax caused by
the Transfer of any Class R Certificate to a Person that is a
Disqualified Organization or (y) a Certificateholder or another
Person to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
(i) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(j) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04 Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and
any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to
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Section 4.02 and for all other purposes whatsoever, except as and to the extent
provided in the definition of "Certificateholder" and in Section 4.08, and
neither the Depositor, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Mae or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A, Class R, Class M or Class B Certificates will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
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observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and delegation will not be
qualified, reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency). In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer
and Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor or the Master
Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor
out of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses
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and costs constituted a Prepayment Interest Shortfall.
Section 6.04 Depositor and Master Servicer Not to Resign.
-------------------------------------------
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall
become effective until the Trustee or a successor servicer shall have assumed
the Master Servicer's responsibilities and obligations in accordance with
Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(a) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the Certificates of such Class and this Agreement
and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such
failure to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor or to the Master Servicer, the Depositor and the
Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(i) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy) after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
the Depositor, or to the Master Servicer, the Depositor and the Trustee
by the Holders of Certificates of any Class evidencing, as to such
Class, Percentage Interests aggregating not less than 25%; or
(ii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(iii) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of,
or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(iv) the Master Servicer shall admit in writing its inability to
pay its debts
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generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(v) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder; provided, however, the successor to the Master
Servicer appointed pursuant to Section 7.02 shall have accepted the duties of
Master Servicer effective upon the resignation of the Master Servicer. If an
Event of Default described in clause (vi) hereof shall occur, the Trustee shall,
by notice to the Master Servicer and the Depositor, immediately terminate all of
the rights and obligations of the Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Depositor shall
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deliver to the Trustee a copy of the Program Guide.
Section 7.02 Trustee or Depositor to Act; Appointment of Successor.
-----------------------------------------------------
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder,
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either (i) the successor Master Servicer, including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that it is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing to
the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Master Servicer.
The predecessor Master Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Master Servicer
shall bear any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be
required under this subsection (b). The successor Master Servicer shall cause
such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.
Section 7.03 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04 Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I, REMIC II and REMIC III as a REMIC under the REMIC Provisions
and to prevent the imposition of any federal, state or local income, prohibited
transaction (except as provided in Section 3.22(d) herein), contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
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correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee by the Depositor or the Master
Servicer and which on their face, do not contradict the requirements of
this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less
than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Depositor or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
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Section 8.02 Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred and is continuing,
and otherwise by the Certificateholder requesting the investigation;
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(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 3.22(d)), the Trustee shall not accept any contribution of assets
to the Trust Fund unless it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not (i) cause any
of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that
any Certificates are outstanding or (ii) cause the Trust Fund to be subject to
any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
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Section 8.04 Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co- trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this
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Section 8.05(b) shall not pertain to any loss, liability or expense of the
Trustee, including the costs and expenses of defending itself against any claim,
incurred in connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.
Section 8.06 Eligibility Requirements for Trustee.
------------------------------------
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation then the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Depositor determines that the Trustee has failed (i) to distribute or cause
to be distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of
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clause (ii) above) after the date on which written notice of such failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Depositor, then the Depositor may remove the Trustee and appoint a successor
trustee by written instrument delivered as provided in the preceding sentence.
In connection with the appointment of a successor trustee pursuant to the
preceding sentence, the Depositor shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08 Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Depositor, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
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Section 8.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the
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conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12 Appointment of Office or Agency.
-------------------------------
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 000 Xxxx 00xx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 for the purpose of keeping the Certificate
Register. The Trustee will maintain an office at the address stated in Section
11.05(c) hereof where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
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ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the Master
Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in the
Trust Fund and the purchase by the Master Servicer of all Group II Loans
and all property acquired in respect of any Group II Loan remaining in
the Trust Fund, in each case, at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), to, but not including, the
first day of the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof;
provided further, that, if the amount due under any Certificate shall
not have been reduced to zero prior to the Maturity Date, the Master
Servicer shall be required to terminate this Agreement in accordance
with this clause (ii); and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of any of REMIC I, REMIC II
or REMIC III as a REMIC.
The right of the Master Servicer to purchase all the assets of the Trust
Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned
upon the date of such purchase occurring on or after the Group I Optional
Termination Date. The right of the Master Servicer to purchase all the assets of
the Trust Fund relating to the Group II Loans, pursuant to clause (ii) above is
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conditioned upon the date of such purchase occurring on or after the Group II
Optional Termination Date. If such right is exercised by the Master Servicer,
the Master Servicer shall be deemed to have been reimbursed for the full amount
of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans being purchased. In addition, the Master Servicer shall provide to the
Trustee the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being
purchased.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Group I Certificates in whole, but not in part, at a
price equal to the sum of the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest thereon,
or, with respect to the Class AV-I Certificates, on their Notional Amount, any
previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. On any Distribution Date on or
after the Group II Optional Termination Date, the Master Servicer shall have the
right, at its option, to purchase the Group II Certificates in whole, but not in
part, at a price equal to the sum of the outstanding Certificate Principal
Balance of such Certificates plus the sum of one month's Accrued Certificate
Interest thereon, any previously unpaid Accrued Certificate Interest, and any
unpaid Prepayment Interest Shortfall previously allocated thereto. If the Master
Servicer exercises this right to purchase the outstanding Group I Certificates
or Group II Certificates, the Master Servicer will promptly terminate the
respective obligations and responsibilities created hereby in respect of these
Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
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If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance of the Certificates, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
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.
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Section 9.02 Additional Termination Requirements.
-----------------------------------
(a) Any of REMIC I, REMIC II and REMIC III, as the case may be, shall be
terminated in accordance with the following additional requirements, unless the
Trustee and the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the effect that
the failure of any of REMIC I, REMIC II and REMIC III, as the case may be, to
comply with the requirements of this Section 9.02 will not (i) result in the
imposition on the Trust Fund of taxes on "prohibited transactions," as described
in Section 860F of the Code, or (ii) cause any of REMIC I, REMIC II or REMIC III
to fail to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II and REMIC III, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for each of REMIC I, REMIC II and REMIC III, under
Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the
assets of the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I, REMIC II and REMIC III at the
expense of the Trust Fund in accordance with the terms and conditions of this
Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
--------------------
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II and REMIC III as a REMIC under the Code and, if necessary,
under applicable state law. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
the REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The Class A-I, Class AP-I, Class AV-I,
Class M-I-1, Class M-I-2, Class M-I-3, Class M-II-1, Class M-II-2, Class M-II-3,
Class B-I-1, Class B-I-2, Class B-I-3, Class B-II-1, Class B-II-2 and Class
B-II-3 Certificates shall be designated as the "regular interests" in REMIC III
and the Class R-III Certificates shall be designated the sole class of "residual
interests" in REMIC III. The REMIC Administrator and the Trustee shall not
permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of
the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II and REMIC III in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II and REMIC III in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax
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Returns that it determines are required with respect to the REMIC created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or omissions. The Trustee
and Master Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC
III as a REMIC or (ii) result in the imposition of a tax upon any of REMIC I,
REMIC II or REMIC III (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code (except as provided in
Section 3.22(d)) and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel
or the indemnification referred to in this sentence, an "Adverse REMIC Event")
unless the Master Servicer or the REMIC Administrator, as applicable, has
received an Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense, and the Master Servicer or
the REMIC Administrator, as applicable, determines that taking such action is in
the best interest of the Trust Fund and the Certificateholders, at the expense
of the Trust Fund, but in no event at the expense of the Master Servicer, the
REMIC Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to the Trust Fund created hereunder, endanger such status
or, unless the Master Servicer or the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to indemnify the Trust
Fund against the
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imposition of such a tax, result in the imposition of such a tax. Wherever in
this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may only be
taken pursuant to an Opinion of Counsel that such action would not impose a tax
on the Trust Fund, such action may nonetheless be taken provided that the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Fund has been given and that all other preconditions to
the taking of such action have been satisfied. The Trustee shall not take or
fail to take any action (whether or not authorized hereunder) as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to the Trust Fund or its assets, or causing the
Trust Fund to take any action, which is not expressly permitted under the terms
of this Agreement, the Trustee will consult with the Master Servicer or the
REMIC Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
the Trust Fund and the Trustee shall not take any such action or cause the Trust
Fund to take any such action as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that an Adverse REMIC
Event could occur. The Master Servicer or the REMIC Administrator, as
applicable, may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer or the REMIC Administrator, as applicable, will to the
extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the startup day
therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(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.
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(i) Following the startup day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in any REMIC will
not cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject any such REMIC to any
tax under the REMIC Provisions or other applicable provisions of federal, state
and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II
or REMIC III will receive a fee or other compensation for services nor permit
any of REMIC I, REMIC II or REMIC III to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class AV-I Certificates) representing a regular interest in the applicable REMIC
and the Uncertificated Principal Balance of each Uncertificated REMIC Regular
Interest (other than each Uncertificated REMIC Regular Interest represented by a
Class AV-I Certificate, if any) and the rights to the Class AV-I Certificates
and Uncertificated REMIC Regular Interest represented by any Class AV-I
Certificate would be reduced to zero is the Maturity Date for each such
Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I, REMIC II or REMIC III as
a REMIC or (b) unless the Master Servicer has determined in its sole discretion
to indemnify the Trust Fund against such tax, cause any REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
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Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
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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:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II or REMIC III as REMICs at all times
that any Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Trustee and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment is permitted hereunder and will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I, REMIC II or REMIC III to fail to
qualify as REMICs at any time that any Certificate is outstanding. The Trustee
may but shall not be obligated to enter into any amendment pursuant to this
Section that affects its rights, duties and immunities and this agreement or
otherwise; provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
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(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in REMIC I,
REMIC II or REMIC III. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund
so established shall be an outside reserve fund and not an asset of the REMIC,
(ii) any such reserve fund shall be owned by the Depositor, and (iii) amounts
transferred by the REMIC to any such reserve fund shall be treated as amounts
distributed by the REMIC to the Depositor or any successor, all within the
meaning of Treasury regulations Section 1.860G-2(h). In connection with the
provision of any such instrument or fund, this Agreement and any provision
hereof may be modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the establishment or
administration thereof, such amendment to be made by written instrument executed
or consented to by the Depositor and such related insurer but without the
consent of any Certificateholder and without the consent of the Master Servicer
or the Trustee being required unless any such amendment would impose any
additional obligation on, or otherwise adversely affect the interests of the
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Depositor obtains an Opinion of Counsel (which need not be an opinion
of Independent counsel) to the effect that any such amendment will not cause (a)
any federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section 860G(d)(1)
of the Code and (b) any of REMIC I, REMIC II or REMIC III to fail to qualify as
a REMIC at any time that any Certificate is outstanding. In the event that the
Depositor elects to provide such coverage in the form of a limited guaranty
provided by General Motors Acceptance Corporation, the Depositor may elect that
the text of such amendment to this Agreement shall be substantially in the form
attached hereto as Exhibit K (in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such exhibit shall be established by
Residential Funding's consent to such amendment) and that the limited guaranty
shall be executed in the form attached hereto as Exhibit L, with such changes as
the Depositor shall deem to be appropriate; it being understood that the Trustee
has reviewed and approved the content of such forms and that the Trustee's
consent or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the
127
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
------------------------------------------
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
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Section 11.04 Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
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All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RAMP), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 000 Xxxx 00xx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Asset Mortgage Products
Inc. Series 2001-RM2 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of
Fitch, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000, Attention: Residential
Mortgage Backed Group, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
ABS Monitoring Department, or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06 Notices to Rating Agencies.
--------------------------
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (i), (ii), (iii), (iv), (vii), (viii), (ix) or
(x) below or provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the statements
described in clauses (x) and (vi) below:
(i) a material change or amendment to this Agreement,
(ii) the occurrence of an Event of Default,
(iii)the termination or appointment of a successor Master
Servicer or Trustee or
129
a change in the majority ownership of the Trustee,
(iv) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(v) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(vi) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(vii) a change in the location of the Custodial Account or the Certificate
Account,
(viii) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(ix) the occurrence of the Final Distribution Date, and
(x) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (iv), (vii) or (viii) above, the Master Servicer shall
provide prompt written notice to each Rating Agency and the Subservicer of any
such event known to the Master Servicer.
Section 11.07 Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
--------------------------------------------
(a) This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the
130
Master Servicer and the Trustee; provided, that neither the Master Servicer nor
the Trustee shall withhold their consent thereto if their respective interests
would not be materially adversely affected thereby. To the extent that the terms
of the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any of REMIC I, REMIC II or
REMIC III as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transaction as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code.
131
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxxxx
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxx Xxx
Title: Director Title: Director
[Seal] JPMORGAN CHASE BANK
as Trustee
Attest: By:
---------------------------------------
Name: Name: Xxxx XxXxxxxxx
Title: Title: Assistant Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared Xxxx XxXxxxxxx, known to me to be a Assistant
Vice President of JPMorgan Chase Bank, a national banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
Class A-[___] Senior Certificates No. 1
[___%] Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date: Aggregate Initial [Certificate Principal
January 25, 2002 Balance] [Notional Amount] of the Class A-
[___] Certificates: $_______________
Master Servicer: Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation Amount] of this Class A-[___] Certificate:
$---------------
Final Scheduled Distribution Date: $_______________
--------------------
Maturity Date: CUSIP ___________
[May 25, 2031][June 25, 2031]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RM2
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 one- to four-family hybrid adjustable rate, first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of one- to
four-family hybrid adjustable interest rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Depositor, the Master Servicer and 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 day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class
A-[__] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance][Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance][Notional Amount] hereof will be
reduced to the extent of distributions allocable to principal and any Realized
Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans and the Policy, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on
behalf of the
Trustee and required to be paid to them pursuant to the Agreement following the
earlier of (i) the maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the
Master Servicer or the Depositor from the Trust Fund of all remaining Mortgage
Loans and all property acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the related Certificates. The Agreement permits,
but does not require, the Master Servicer (i) to purchase, at a price determined
as provided in the Agreement, all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not
in part, all of the Class A Certificates from the Holders thereof; provided,
that any such option may only be exercised if the aggregate Stated Principal
Balance of the Mortgage Loans, as applicable, as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMorgan Chase Bank,
as Trustee
By:
Authorized Signatory
Dated: December 28, 2001
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
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
------------------------.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT B-1
FORM OF CLASS M-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS R
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
[ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT EITHER
(A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE
OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY
CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), (B) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997), AND PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT
SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-"
(OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR MOODY'S 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").]
[IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN VIOLATION
OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE
THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN
COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING INSURANCE COMPANY
SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS
AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS
CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING
ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.]
[ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE 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. ]
Class M-[___] Senior Certificates No. 1
[___%] Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
January 25, 2002 [Notional Amount] of the Class M-[___]
Certificates: $_______________
Master Servicer: Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation Amount] of this Class M-[___] Certificate:
$---------------
Final Scheduled Distribution Date: $_______________
--------------------
Maturity Date: CUSIP ___________
[May 25, 2031][June 25, 2031]
Class M-[___] Mezzanine Aggregate Certificate Principal Balance of the Class M-[___] Certificates:
$---------------
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RM2
evidencing a percentage interest in the distributions allocable to the Class
M-[__] Certificates with respect to a Trust Fund consisting primarily of a pool
of one- to four-family hybrid adjustable interest rate, first lien mortgage
loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that 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 one- to four-family hybrid adjustable rate, first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Depositor, the Master
Servicer and 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 day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-[ ]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, no transfer of this Class M Certificate will be made
unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(f) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(f) of the
Agreement shall indemnify and hold harmless the Depositor, the Trustee, the
Master Servicer, any Subservicer, and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a result
of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMorgan Chase Bank,
as Trustee
By:
Authorized Signatory
Dated: December 28, 2001
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[__] Certificates referred to in the within-mentioned
Agreement.
JPMorgan Chase Bank,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
------------------------.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT B-2
FORM OF CLASS B-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS R
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
Class B-[___] Senior Certificates No. 1
[___%] Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
January 25, 2002 [Notional Amount] of the Class B-[___]
Certificates: $_______________
Master Servicer: Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation Amount] of this Class B-[___] Certificate:
$---------------
Final Scheduled Distribution Date: $_______________
--------------------
Maturity Date: CUSIP ___________
[May 25, 2031][June 25, 2031]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RM2
evidencing a percentage interest in the distributions allocable to the Class
B-[__] Certificates with respect to a Trust Fund consisting primarily of a pool
of one- to four-family hybrid adjustable interest rate, first lien mortgage
loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that 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 one- to
four-family hybrid adjustable rate, first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement
referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Depositor, the Master
Servicer and 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 day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B[__]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable xxxxxx.Xx
transfer of this Class B-[__] Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Depositor may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit O to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time
for purposes other than distributions to Certificateholders, such purposes
including without limitation reimbursement to the Depositor and the Master
Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer or the Depositor to (i) purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all property acquired
in respect of any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMorgan Chase Bank,
as Trustee
By:
Authorized Signatory
Dated: December 28, 2001
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[__] Certificates referred to in the within-mentioned
Agreement.
JPMorgan Chase Bank,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
------------------------.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS [R-I] [R-II] [R-III] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS [R-I] [R-II] [R-III] CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(F) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
Class R-[___] Senior Certificates No. 1
[___%] Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
December 1, 2001
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
January 25, 2002 [Notional Amount] of the Class R-[___]
Certificates: $_______________
Master Servicer: Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation Amount] of this Class R-[___] Certificate:
$---------------
Final Scheduled Distribution Date: $_______________
--------------------
Maturity Date: CUSIP ___________
[May 25, 2031][June 25, 2031]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2001-RM2
evidencing a percentage interest in any distributions allocable to the Class
[R-I] [R- II] [R-III] Certificates with respect to the Trust Fund consisting
primarily of a pool of one- to four-family hybrid adjustable interest rate,
first lien mortgage loans sold by RESIDENTIAL MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of one- to four-family
hybrid adjustable interest rate, first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and 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 day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of paragraph fourteen of Exhibit H-1 to the Agreement,
which the Trustee may rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less
than 66% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the related Certificates. The Agreement
permits, but does not require, the Master Servicer (i) to purchase, at a price
determined as provided in the Agreement, all remaining Loans and all property
acquired in respect of any Mortgage Loan or (ii) to purchase in whole, but not
in part, all of the Certificates from the Holders thereof; provided, that any
such option may only be exercised if the aggregate Stated Principal Balance of
the Loans, as applicable, as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten percent of the Cut-off Date
Principal Balance of the Loans, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMorgan Chase Bank,
as Trustee
By:
Authorized Signatory
Dated: December 28, 2001
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
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
------------------------.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of December 1, 2001, by and among JPMorgan Chase
Bank, as trustee (including its successors under the Pooling Agreement defined
below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as company
(together with any successor in interest, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with any successor in interest or
successor under the Pooling Agreement referred to below, the "Master Servicer")
and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have entered
into a Pooling and Servicing Agreement, dated as of December 1, 2001, relating
to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2001-RM2 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
1. Definitions
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
2. Custody of Mortgage Documents
(a) Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that
it holds and will hold the Mortgage Files as agent for the Trustee, in trust,
for the use and benefit of all present and future Certificateholders.
(b) Recordation of Assignments. If any Mortgage File includes one or
more assignments of the related Mortgages to the Trustee that have not been
recorded, each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
(c) Review of Mortgage Files.
i. On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan
listed on the Schedule attached hereto (the "Mortgage Loan Schedule").
The parties hereto acknowledge that certain documents referred to in
Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or
prior to the Closing Date and such missing documents shall be listed as
a Schedule to Exhibit One.
ii. Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review
in accordance with the provisions of Section 2.02 of the Pooling
Agreement each Mortgage File and to deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect
that all documents required to be delivered pursuant to Section 2.01(b)
of the Pooling Agreement have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached to
such Interim Certification. For purposes of such review, the Custodian
shall compare the following information in each Mortgage File to the
corresponding information in the Mortgage Loan Schedule: (i) the loan
number, (ii) the borrower name and (iii) the original principal balance.
The Custodian shall be under no duty or obligation to inspect, review or
examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that
they are other than what they purport to be on their face, or that the
MIN is accurate. If in performing the review required by this Section
2.3 the Custodian finds any document or documents constituting a part of
a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall
promptly so notify the Company, the Master Servicer and the Trustee.
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.
iii. Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness
of the Mortgage Files.
Upon receipt of written request from the Trustee, the Company or the
Master Servicer, the Custodian shall as soon as practicable supply the Trustee
with a list of all of the documents relating to the Mortgage Loans required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement not then
contained in the Mortgage Files.
(d) Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by
the Master Servicer or the Company as set forth in the Pooling Agreement or the
Insurance Agreement or by a Seller in a Seller's Agreement or by Residential
Funding or the Company in the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt written notice
to the Company, the Master Servicer and the Trustee.
(e) Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto or a mutually acceptable electronic form) and
shall request delivery to it of the Mortgage File. The Custodian agrees, upon
receipt of such Request for Release, promptly to release to the Master Servicer
the related Mortgage File. Upon written notification of a substitution, the
Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan, upon receiving written
notification from the Master Servicer of such substitution.
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
name and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Immediately upon receipt
of any Mortgage File returned to the Custodian by the Master Servicer, the
Custodian shall deliver a signed acknowledgment to the Master Servicer,
confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send to the
Master Servicer copies of any documents contained in the Mortgage File.
(f) Assumption Agreements. In the event that any assumption agreement or
substitution of liability agreement is entered into with respect to any Mortgage
Loan subject to this Agreement in accordance with the terms and provisions of
the Pooling Agreement, the Master Servicer shall notify the Custodian that such
assumption or substitution agreement has been completed by forwarding to the
Custodian the original of such assumption or substitution agreement, which shall
be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
3. Concerning the Custodian
(a) Custodian a Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in writing if it
shall no longer be a member of MERS, or if it otherwise shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master Servicer shall (i) promptly notify the Custodian in writing when a MERS
Mortgage Loan is no longer registered with and recorded under MERS and (ii)
concurrently with any such deregistration of a MERS Mortgage Loan, prepare,
execute and record an original assignment from MERS to the Trustee and deliver
such assignment to the Custodian.
(b) Indemnification. The Company hereby agrees to indemnify and hold the
Custodian harmless from and against all claims, liabilities, losses, actions,
suits or proceedings at law or in equity, or any other expenses, fees or charges
of any character or nature, which the Custodian may incur or with which the
Custodian may be threatened by reason of its acting as custodian under this
Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings
or resisting any claim. Notwithstanding the foregoing, it is specifically
understood and agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have been caused by
reason of any negligent act, negligent failure to act or willful misconduct on
the part of the Custodian, or which shall constitute a willful breach of its
duties hereunder, the indemnification provisions of this Agreement shall not
apply.
(c) Custodian May Own Certificates. The Custodian in its individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Custodian.
(d) Master Servicer to Pay Custodian's Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
(e) Custodian May Resign; Trustee May Remove Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of resignation, the Trustee shall either take custody
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
(f) Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
(g) Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a
federal or state authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions in which it
will hold any Mortgage File.
4. Miscellaneous Provisions
(a) Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
(b) Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
(c) SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(d) Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are situated, and in
any other appropriate public recording office or elsewhere, such recordation to
be effected by the Master Servicer and at its expense on direction by the
Trustee (pursuant to the request of holders of Certificates evidencing undivided
interests in the aggregate of not less than 25% of the Trust Fund), but only
upon direction accompanied by an Opinion of Counsel reasonably satisfactory to
the Master Servicer to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
(e) 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx XXXxxxxx Xxxxx Xxxx,
Xxx Xxxx, Xxx Xxxx 00000 as Trustee
Attention: Structured Finance,
Residential Asset Mortgage By:
Products, Inc., Series 2001-RM2 Name:
Title:
Address: 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx XXXXXXXXXXX ASSET MORTGAGE
Suite 250 PRODUCTS, INC.
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Address: 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx RESIDENTIAL FUNDING
Suite 250 CORPORATION, as Master Servicer
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
Name: Xxxxx Xxx Xxx
Title: Director
Address: 0000 Xxxxx Xxxxxx X.X. XXXXX FARGO BANK MINNESOTA,
Xxxxxxxxxxx, Xxxxxxxxx 00000 NATIONAL ASSOCIATION
By:
Name: Xxxx Xxxxxx
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of December, 2001, 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared, Xxxxx Xxx Xxx, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of December, 2001, before me, a notary public in and for
said State, personally appeared Xxxx Xxxxxx known to me to be a Trust Officer of
Xxxxx Fargo Bank Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to
me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 28, 2001
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2
Re: Custodial Agreement, dated as of December 28, 2001, by and
among JPMorgan Chase Bank, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx
Fargo Bank Minnesota, National Association, relating to
Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RM2
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:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 200__
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2
Re: Custodial Agreement, dated as of December 1, 2001, by and
among JPMorgan Chase Bank, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx
Fargo Bank Minnesota, National Association, relating to
Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RM2
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:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 200__
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance, Residential Asset Mortgage Products, Inc., Series
2001-RM2
Re: Custodial Agreement, dated as of December 1, 2001, by and
among JPMorgan Chase Bank, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx
Fargo Bank Minnesota, National Association, relating to
Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RM2
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
related to the Mortgage Loans identified on the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held
by you for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage
Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
Name
Title
Date
EXHIBIT F
MORTGAGE LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST.
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.24.11 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 FIXED CUTOFF : 12/01/01
POOL : 0004561
:
:
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
--------------------------------------------------------------------------
3911858 .2500
155,908.01 .0350
8.5000 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
4041006 .5000
20,059.15 .0350
13.0000 .0000
12.5000 .0000
12.4650 .0000
7.0000 5.4650
4129499 .5000
52,943.01 .7050
10.0000 .0000
9.5000 .0000
8.7950 .0000
7.0000 1.7950
4129614 .5000
63,668.57 .7050
11.0000 .0000
10.5000 .0000
9.7950 .0000
7.0000 2.7950
4130364 .5000
92,602.67 .7050
9.5000 .0000
9.0000 .0000
8.2950 .0000
7.0000 1.2950
4156454 .5000
15,604.39 .0350
10.0000 .0000
9.5000 .0000
9.4650 .0000
7.0000 2.4650
1
4156528 .5000
15,000.61 .0350
9.5000 .0000
9.0000 .0000
8.9650 .0000
7.0000 1.9650
4156531 .5000
148,492.06 .0350
9.0000 .0000
8.5000 .0000
8.4650 .0000
7.0000 1.4650
4353247 .2500
107,078.75 .0350
10.4500 .0000
10.2000 .0000
10.1650 .0000
7.0000 3.1650
4353248 .2500
138,088.37 .0350
10.5000 .0000
10.2500 .0000
10.2150 .0000
7.0000 3.2150
4353250 .2500
118,142.56 .0350
10.6000 .0000
10.3500 .0000
10.3150 .0000
7.0000 3.3150
4353253 .2500
140,578.28 .0350
10.2000 .0000
9.9500 .0000
9.9150 .0000
7.0000 2.9150
4353262 .2500
143,939.83 .0350
9.1900 .0000
8.9400 .0000
8.9050 .0000
7.0000 1.9050
4353264 .2500
104,351.14 .0350
12.3800 .0000
12.1300 .0000
12.0950 .0000
7.0000 5.0950
1
4509996 .5000
62,599.38 .0350
10.7500 .0000
10.2500 .0000
10.2150 .0000
7.0000 3.2150
4509998 .5000
26,801.91 .0350
10.4900 .0000
9.9900 .0000
9.9550 .0000
7.0000 2.9550
4510009 .5000
54,363.11 .0350
10.9900 .0000
10.4900 .0000
10.4550 .0000
7.0000 3.4550
4510027 .5000
59,076.14 .0350
10.2500 .0000
9.7500 .0000
9.7150 .0000
7.0000 2.7150
4510059 .5000
57,759.59 .0350
10.7500 .0000
10.2500 .0000
10.2150 .0000
7.0000 3.2150
4510064 .5000
64,770.38 .0350
11.3900 .0000
10.8900 .0000
10.8550 .0000
7.0000 3.8550
4510106 .5000
32,589.71 .0350
10.9900 .0000
10.4900 .0000
10.4550 .0000
7.0000 3.4550
4510118 .5000
162,542.62 .0350
11.9900 .0000
11.4900 .0000
11.4550 .0000
7.0000 4.4550
1
4535873 .5000
41,307.55 .0350
7.0000 .0000
6.5000 .0000
6.4650 .0000
6.4650 .0000
4580026 .5000
151,321.90 .0350
7.0000 .0000
6.5000 .0000
6.4650 .0000
6.4650 .0000
4580027 .5000
80,000.03 .0350
7.5000 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
4580034 .5000
1,316.02 .0350
7.0000 .0000
6.5000 .0000
6.4650 .0000
6.4650 .0000
4689655 .5000
70,345.76 .0350
10.8000 .0000
10.3000 .0000
10.2650 .0000
7.0000 3.2650
4689666 .5000
21,103.89 .0350
8.7500 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
4690544 .5000
58,699.83 .0350
11.1250 .0000
10.6250 .0000
10.5900 .0000
7.0000 3.5900
4690653 .5000
21,497.05 .0350
11.5000 .0000
11.0000 .0000
10.9650 .0000
7.0000 3.9650
1
4851199 1.1100
127,366.79 .0350
10.7500 .0000
9.6400 .0000
9.6050 .0000
7.0000 2.6050
4851209 .5000
86,646.90 .0350
9.5700 .0000
9.0700 .0000
9.0350 .0000
7.0000 2.0350
4851221 .2500
102,781.11 .0350
9.6250 .0000
9.3750 .0000
9.3400 .0000
7.0000 2.3400
4851227 .5500
102,145.10 .0350
9.6250 .0000
9.0750 .0000
9.0400 .0000
7.0000 2.0400
4851229 .2500
406,640.21 .0350
9.3750 .0000
9.1250 .0000
9.0900 .0000
7.0000 2.0900
4851230 .3850
133,406.66 .0350
9.1250 .0000
8.7400 .0000
8.7050 .0000
7.0000 1.7050
4851231 .2500
282,945.64 .0350
9.2500 .0000
9.0000 .0000
8.9650 .0000
7.0000 1.9650
4851232 .2750
269,135.77 .0350
9.0000 .0000
8.7250 .0000
8.6900 .0000
7.0000 1.6900
1
4851237 .2500
58,519.63 .0350
9.5000 .0000
9.2500 .0000
9.2150 .0000
7.0000 2.2150
4851242 .3250
129,827.14 .0350
9.5000 .0000
9.1750 .0000
9.1400 .0000
7.0000 2.1400
4851272 .5450
421,296.95 .0350
9.6250 .0000
9.0800 .0000
9.0450 .0000
7.0000 2.0450
4851273 .8450
85,906.44 .0350
9.3750 .0000
8.5300 .0000
8.4950 .0000
7.0000 1.4950
4851278 .5000
216,342.00 .0350
8.7500 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
4851279 .5000
257,468.39 .0350
9.0000 .0000
8.5000 .0000
8.4650 .0000
7.0000 1.4650
4851281 .5000
217,557.39 .0350
9.1250 .0000
8.6250 .0000
8.5900 .0000
7.0000 1.5900
4851282 .3100
257,468.39 .0350
9.0000 .0000
8.6900 .0000
8.6550 .0000
7.0000 1.6550
1
4851286 .5000
90,995.79 .0350
9.6250 .0000
9.1250 .0000
9.0900 .0000
7.0000 2.0900
4851290 .2500
87,526.76 .0350
9.3750 .0000
9.1250 .0000
9.0900 .0000
7.0000 2.0900
4934242 .5000
135,657.84 .0350
12.5000 .0000
12.0000 .0000
11.9650 .0000
7.0000 4.9650
4934243 .5000
202,382.88 .0350
10.2200 .0000
9.7200 .0000
9.6850 .0000
7.0000 2.6850
4934248 .5000
26,406.09 .0350
11.1900 .0000
10.6900 .0000
10.6550 .0000
7.0000 3.6550
4934369 .5000
7,060.54 .0350
12.5000 .0000
12.0000 .0000
11.9650 .0000
7.0000 4.9650
4934378 .5000
33,838.30 .0350
12.9900 .0000
12.4900 .0000
12.4550 .0000
7.0000 5.4550
4934385 .5000
5,995.60 .0350
12.9000 .0000
12.4000 .0000
12.3650 .0000
7.0000 5.3650
1
4934388 .5000
5,879.69 .0350
9.9900 .0000
9.4900 .0000
9.4550 .0000
7.0000 2.4550
4934390 .5000
28,154.55 .0350
11.5900 .0000
11.0900 .0000
11.0550 .0000
7.0000 4.0550
4934411 .5000
78,758.62 .0350
9.9900 .0000
9.4900 .0000
9.4550 .0000
7.0000 2.4550
4934424 .5000
16,877.13 .0350
9.9900 .0000
9.4900 .0000
9.4550 .0000
7.0000 2.4550
4934432 .5000
7,761.55 .0350
9.5500 .0000
9.0500 .0000
9.0150 .0000
7.0000 2.0150
4934436 .5000
54,943.40 .0350
11.5000 .0000
11.0000 .0000
10.9650 .0000
7.0000 3.9650
4934472 .5000
10,450.04 .0350
15.6500 .0000
15.1500 .0000
15.1150 .0000
7.0000 8.1150
5055157 .2500
199,167.52 .0350
7.6250 .0000
7.3750 .0000
7.3400 .0000
7.0000 .3400
1
5055163 .2500
134,118.65 .0350
9.0000 .0000
8.7500 .0000
8.7150 .0000
7.0000 1.7150
5084909 .5000
80,588.74 .0350
11.0000 .0000
10.5000 .0000
10.4650 .0000
7.0000 3.4650
5084912 .5000
84,234.21 .0350
9.9900 .0000
9.4900 .0000
9.4550 .0000
7.0000 2.4550
5084916 .5000
72,641.73 .0350
12.5000 .0000
12.0000 .0000
11.9650 .0000
7.0000 4.9650
5084924 .5000
80,594.04 .0350
12.3000 .0000
11.8000 .0000
11.7650 .0000
7.0000 4.7650
5084941 .5000
60,934.06 .0350
11.8500 .0000
11.3500 .0000
11.3150 .0000
7.0000 4.3150
5084956 .5000
18,921.20 .0350
10.7000 .0000
10.2000 .0000
10.1650 .0000
7.0000 3.1650
5084958 .5000
35,508.59 .0350
10.8000 .0000
10.3000 .0000
10.2650 .0000
7.0000 3.2650
1
5084970 .5000
37,526.90 .0350
12.2000 .0000
11.7000 .0000
11.6650 .0000
7.0000 4.6650
5123340 .2500
525,763.91 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
5123362 .2500
19,148.50 .0350
11.5000 .0000
11.2500 .0000
11.2150 .0000
7.0000 4.2150
5123363 .2500
27,040.85 .0350
13.0000 .0000
12.7500 .0000
12.7150 .0000
7.0000 5.7150
5123364 .2500
20,975.67 .0350
12.7500 .0000
12.5000 .0000
12.4650 .0000
7.0000 5.4650
5123365 .2500
17,270.79 .0350
12.7500 .0000
12.5000 .0000
12.4650 .0000
7.0000 5.4650
5123366 .2500
20,887.14 .0350
12.3750 .0000
12.1250 .0000
12.0900 .0000
7.0000 5.0900
5123568 .2500
68,965.49 .0350
8.5000 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
1
5123773 .2500
105,304.38 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
5127569 .2500
13,732.31 .0350
11.5000 .0000
11.2500 .0000
11.2150 .0000
7.0000 4.2150
5167315 .5000
47,437.43 .0350
12.4000 .0000
11.9000 .0000
11.8650 .0000
7.0000 4.8650
5167320 .5000
18,874.32 .0350
10.3500 .0000
9.8500 .0000
9.8150 .0000
7.0000 2.8150
5167321 .5000
18,750.84 .0350
14.2500 .0000
13.7500 .0000
13.7150 .0000
7.0000 6.7150
5167334 .5000
140,566.11 .0350
10.7500 .0000
10.2500 .0000
10.2150 .0000
7.0000 3.2150
5167335 .5000
36,270.67 .0350
10.9000 .0000
10.4000 .0000
10.3650 .0000
7.0000 3.3650
5167340 .5000
44,524.34 .0350
12.5000 .0000
12.0000 .0000
11.9650 .0000
7.0000 4.9650
1
5167362 .5000
192,304.99 .0350
9.9000 .0000
9.4000 .0000
9.3650 .0000
7.0000 2.3650
5167393 .5000
138,086.45 .0350
10.7400 .0000
10.2400 .0000
10.2050 .0000
7.0000 3.2050
5167399 .5000
28,362.19 .0350
11.0000 .0000
10.5000 .0000
10.4650 .0000
7.0000 3.4650
5167402 .5000
44,131.88 .0350
11.5500 .0000
11.0500 .0000
11.0150 .0000
7.0000 4.0150
5167404 .5000
34,846.78 .0350
10.7500 .0000
10.2500 .0000
10.2150 .0000
7.0000 3.2150
5167408 .5000
63,265.73 .0350
11.8500 .0000
11.3500 .0000
11.3150 .0000
7.0000 4.3150
5167429 .5000
70,668.33 .0350
9.7000 .0000
9.2000 .0000
9.1650 .0000
7.0000 2.1650
5182738 .2500
240,601.78 .0350
7.7500 .0000
7.5000 .0000
7.4650 .0000
7.0000 .4650
1
5182748 .2500
147,312.56 .0350
11.2500 .0000
11.0000 .0000
10.9650 .0000
7.0000 3.9650
5182751 .2500
65,043.27 .0350
9.1250 .0000
8.8750 .0000
8.8400 .0000
7.0000 1.8400
5293650 .5000
47,996.17 .0350
9.8500 .0000
9.3500 .0000
9.3150 .0000
7.0000 2.3150
5293653 .5000
60,253.32 .0350
11.9500 .0000
11.4500 .0000
11.4150 .0000
7.0000 4.4150
5293657 .5000
109,646.93 .0350
10.1500 .0000
9.6500 .0000
9.6150 .0000
7.0000 2.6150
5293667 .5000
78,441.89 .0350
12.6000 .0000
12.1000 .0000
12.0650 .0000
7.0000 5.0650
5293777 .5000
35,531.02 .0350
12.4900 .0000
11.9900 .0000
11.9550 .0000
7.0000 4.9550
5310215 .2500
145,450.49 .0350
7.0000 .0000
6.7500 .0000
6.7150 .0000
6.7150 .0000
1
5310217 .2500
70,311.90 .0350
10.6000 .0000
10.3500 .0000
10.3150 .0000
7.0000 3.3150
5310222 .2500
113,584.01 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
5310226 .2500
104,048.71 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
5310228 .2500
146,628.16 .0350
7.0000 .0000
6.7500 .0000
6.7150 .0000
6.7150 .0000
5310230 .2500
141,883.32 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
5310231 .2500
174,038.26 .0350
7.1250 .0000
6.8750 .0000
6.8400 .0000
6.8400 .0000
5310235 .2500
107,517.96 .0350
6.0000 .0000
5.7500 .0000
5.7150 .0000
5.7150 .0000
5310244 .2500
135,543.51 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
1
5310246 .2500
221,760.45 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
5310249 .2500
128,180.92 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
5310250 .2500
133,269.48 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
5310251 .2500
126,121.21 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
5310255 .2500
109,848.31 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
5316209 .5000
143,179.66 .0350
14.1900 .0000
13.6900 .0000
13.6550 .0000
7.0000 6.6550
5316216 .5000
23,946.69 .0350
14.2400 .0000
13.7400 .0000
13.7050 .0000
7.0000 6.7050
5316220 .5000
66,802.38 .0350
10.3400 .0000
9.8400 .0000
9.8050 .0000
7.0000 2.8050
1
5316221 .5000
207,321.32 .0350
12.4900 .0000
11.9900 .0000
11.9550 .0000
7.0000 4.9550
5316223 .5000
39,657.83 .0350
11.9400 .0000
11.4400 .0000
11.4050 .0000
7.0000 4.4050
5316224 .5000
27,925.25 .0350
13.3900 .0000
12.8900 .0000
12.8550 .0000
7.0000 5.8550
5316225 .5000
41,806.16 .0350
12.3400 .0000
11.8400 .0000
11.8050 .0000
7.0000 4.8050
5316227 .5000
20,745.52 .0350
14.0400 .0000
13.5400 .0000
13.5050 .0000
7.0000 6.5050
5316233 .5000
233,023.86 .0350
12.2900 .0000
11.7900 .0000
11.7550 .0000
7.0000 4.7550
5316243 .5000
178,268.78 .0350
12.9400 .0000
12.4400 .0000
12.4050 .0000
7.0000 5.4050
5316244 .5000
191,998.75 .0350
13.0900 .0000
12.5900 .0000
12.5550 .0000
7.0000 5.5550
1
5316250 .5000
55,253.36 .0350
10.6400 .0000
10.1400 .0000
10.1050 .0000
7.0000 3.1050
5316251 .5000
147,497.01 .0350
12.9900 .0000
12.4900 .0000
12.4550 .0000
7.0000 5.4550
5316253 .5000
67,715.95 .0350
11.5400 .0000
11.0400 .0000
11.0050 .0000
7.0000 4.0050
5316255 .5000
129,650.02 .0350
12.9400 .0000
12.4400 .0000
12.4050 .0000
7.0000 5.4050
5316257 .5000
19,957.38 .0350
13.9900 .0000
13.4900 .0000
13.4550 .0000
7.0000 6.4550
5316261 .5000
69,780.26 .0350
9.8900 .0000
9.3900 .0000
9.3550 .0000
7.0000 2.3550
5316262 .5000
59,530.02 .0350
9.9400 .0000
9.4400 .0000
9.4050 .0000
7.0000 2.4050
5316265 .5000
83,731.01 .0350
11.6900 .0000
11.1900 .0000
11.1550 .0000
7.0000 4.1550
1
5316268 .5000
13,723.60 .0350
11.2900 .0000
10.7900 .0000
10.7550 .0000
7.0000 3.7550
5316270 .5000
60,616.87 .0350
10.5400 .0000
10.0400 .0000
10.0050 .0000
7.0000 3.0050
5316271 .5000
31,900.78 .0350
11.8400 .0000
11.3400 .0000
11.3050 .0000
7.0000 4.3050
5316273 .5000
31,384.85 .0350
11.5400 .0000
11.0400 .0000
11.0050 .0000
7.0000 4.0050
5316277 .5000
48,592.26 .0350
12.3400 .0000
11.8400 .0000
11.8050 .0000
7.0000 4.8050
5316279 .5000
50,527.13 .0350
15.0900 .0000
14.5900 .0000
14.5550 .0000
7.0000 7.5550
5316282 .5000
72,558.85 .0350
8.9900 .0000
8.4900 .0000
8.4550 .0000
7.0000 1.4550
5316285 .5000
25,237.96 .0350
13.1200 .0000
12.6200 .0000
12.5850 .0000
7.0000 5.5850
1
5316295 .5000
29,443.55 .0350
12.6900 .0000
12.1900 .0000
12.1550 .0000
7.0000 5.1550
5316297 .5000
36,683.27 .0350
11.9900 .0000
11.4900 .0000
11.4550 .0000
7.0000 4.4550
5316310 .5000
132,043.73 .0350
10.8400 .0000
10.3400 .0000
10.3050 .0000
7.0000 3.3050
5316314 .5000
47,867.67 .0350
11.4400 .0000
10.9400 .0000
10.9050 .0000
7.0000 3.9050
5476522 .5000
199,119.63 .0350
11.5000 .0000
11.0000 .0000
10.9650 .0000
7.0000 3.9650
5476525 .5000
116,916.20 .0350
11.7500 .0000
11.2500 .0000
11.2150 .0000
7.0000 4.2150
5476526 .5000
29,187.21 .0350
12.2000 .0000
11.7000 .0000
11.6650 .0000
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1
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1
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6.2500 .0000
6.0000 .0000
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1
5699126 .2500
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1
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7.0000 .0000
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1
5851884 .5000
34,385.50 .0350
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5851922 .5000
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12.8500 .0000
12.3500 .0000
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7.0000 5.3150
5851990 .5000
54,845.86 .0350
11.2500 .0000
10.7500 .0000
10.7150 .0000
7.0000 3.7150
5852002 .5000
29,762.98 .0350
12.9900 .0000
12.4900 .0000
12.4550 .0000
7.0000 5.4550
5852012 .5000
77,479.80 .0350
11.9500 .0000
11.4500 .0000
11.4150 .0000
7.0000 4.4150
5852018 .5000
145,070.22 .0350
11.7500 .0000
11.2500 .0000
11.2150 .0000
7.0000 4.2150
5852056 .5000
91,098.91 .0350
11.1000 .0000
10.6000 .0000
10.5650 .0000
7.0000 3.5650
5852066 .5000
11,939.46 .0350
12.7000 .0000
12.2000 .0000
12.1650 .0000
7.0000 5.1650
1
5852114 .5000
61,345.76 .0350
11.3500 .0000
10.8500 .0000
10.8150 .0000
7.0000 3.8150
5852120 .5000
14,312.97 .0350
13.0000 .0000
12.5000 .0000
12.4650 .0000
7.0000 5.4650
5852150 .5000
39,446.24 .0350
11.9900 .0000
11.4900 .0000
11.4550 .0000
7.0000 4.4550
5852164 .5000
53,922.09 .0350
11.6250 .0000
11.1250 .0000
11.0900 .0000
7.0000 4.0900
5852200 .5000
26,736.48 .0350
11.8900 .0000
11.3900 .0000
11.3550 .0000
7.0000 4.3550
5852296 .5000
8,447.04 .0350
11.1000 .0000
10.6000 .0000
10.5650 .0000
7.0000 3.5650
5852318 .5000
47,413.76 .0350
10.2500 .0000
9.7500 .0000
9.7150 .0000
7.0000 2.7150
5852348 .5000
12,693.04 .0350
10.0000 .0000
9.5000 .0000
9.4650 .0000
7.0000 2.4650
1
5852358 .5000
58,181.56 .0350
13.4000 .0000
12.9000 .0000
12.8650 .0000
7.0000 5.8650
5852422 .5000
107,900.70 .0350
11.8000 .0000
11.3000 .0000
11.2650 .0000
7.0000 4.2650
5852480 .5000
22,583.67 .0350
12.9900 .0000
12.4900 .0000
12.4550 .0000
7.0000 5.4550
5852492 .5000
27,995.20 .0350
11.3500 .0000
10.8500 .0000
10.8150 .0000
7.0000 3.8150
5852496 .5000
60,113.39 .0350
12.9500 .0000
12.4500 .0000
12.4150 .0000
7.0000 5.4150
5852508 .5000
49,556.89 .0350
13.5000 .0000
13.0000 .0000
12.9650 .0000
7.0000 5.9650
6086698 .2500
66,770.72 .0350
7.6250 .0000
7.3750 .0000
7.3400 .0000
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6086718 .2500
53,237.18 .0350
7.2500 .0000
7.0000 .0000
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1
6086762 .2500
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6092626 .2500
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7.2500 .0000
7.0000 .0000
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92,504.31 .0350
8.0000 .0000
7.7500 .0000
7.7150 .0000
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6092646 .2500
53,193.70 .0350
7.5000 .0000
7.2500 .0000
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1
6092652 .2500
133,876.68 .0350
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8.1250 .0000
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7.0000 1.0900
6092662 .2500
107,728.60 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
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6092664 .2500
28,108.76 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
6092668 .2500
51,579.16 .0350
6.3750 .0000
6.1250 .0000
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6.0900 .0000
6092678 .2500
107,451.64 .0350
6.0000 .0000
5.7500 .0000
5.7150 .0000
5.7150 .0000
6092684 .2500
55,936.15 .0350
8.7500 .0000
8.5000 .0000
8.4650 .0000
7.0000 1.4650
6092686 .2500
98,807.27 .0350
7.8750 .0000
7.6250 .0000
7.5900 .0000
7.0000 .5900
6092690 .2500
292,444.33 .0350
8.5000 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
1
6092692 .2500
125,100.81 .0350
8.2500 .0000
8.0000 .0000
7.9650 .0000
7.0000 .9650
6092694 .2500
200,883.32 .0350
9.0000 .0000
8.7500 .0000
8.7150 .0000
7.0000 1.7150
6635828 .2500
289,171.60 .0350
7.1250 .0000
6.8750 .0000
6.8400 .0000
6.8400 .0000
6635834 .2500
193,681.44 .0350
8.3750 .0000
8.1250 .0000
8.0900 .0000
7.0000 1.0900
6635838 .2500
106,934.37 .0350
7.8750 .0000
7.6250 .0000
7.5900 .0000
7.0000 .5900
6635840 .2500
91,029.67 .0350
8.1250 .0000
7.8750 .0000
7.8400 .0000
7.0000 .8400
6635844 .2500
213,329.99 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
6635882 .2500
248,470.75 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
1
6635886 .2500
170,943.63 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635888 .2500
313,462.05 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6635890 .2500
219,008.64 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635892 .2500
266,220.54 .0350
7.1250 .0000
6.8750 .0000
6.8400 .0000
6.8400 .0000
6635894 .2500
318,234.13 .0350
7.6250 .0000
7.3750 .0000
7.3400 .0000
7.0000 .3400
6635896 .2500
210,243.81 .0350
7.8750 .0000
7.6250 .0000
7.5900 .0000
7.0000 .5900
6635898 .2500
591,927.35 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6635902 .2500
407,583.12 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
1
6635904 .2500
338,539.24 .0350
8.1250 .0000
7.8750 .0000
7.8400 .0000
7.0000 .8400
6635906 .2500
68,879.83 .0350
6.6250 .0000
6.3750 .0000
6.3400 .0000
6.3400 .0000
6635908 .2500
293,246.93 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6635910 .2500
352,875.04 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6635912 .2500
165,275.42 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6635922 .2500
308,989.70 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
6635926 .2500
286,641.36 .0350
6.3750 .0000
6.1250 .0000
6.0900 .0000
6.0900 .0000
6635928 .2500
271,841.68 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
1
6635932 .2500
167,329.93 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6635934 .2500
293,009.09 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635936 .2500
412,035.77 .0350
7.6250 .0000
7.3750 .0000
7.3400 .0000
7.0000 .3400
6635938 .2500
369,865.49 .0350
7.9900 .0000
7.7400 .0000
7.7050 .0000
7.0000 .7050
6635942 .2500
397,505.07 .0350
8.1250 .0000
7.8750 .0000
7.8400 .0000
7.0000 .8400
6635944 .2500
275,996.48 .0350
6.3750 .0000
6.1250 .0000
6.0900 .0000
6.0900 .0000
6635950 .2500
344,265.26 .0350
7.6250 .0000
7.3750 .0000
7.3400 .0000
7.0000 .3400
6635952 .2500
343,215.68 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
1
6635954 .2500
207,066.97 .0350
6.3750 .0000
6.1250 .0000
6.0900 .0000
6.0900 .0000
6635956 .2500
207,114.26 .0350
6.7500 .0000
6.5000 .0000
6.4650 .0000
6.4650 .0000
6635958 .2500
411,519.42 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6635962 .2500
546,839.54 .0350
7.8750 .0000
7.6250 .0000
7.5900 .0000
7.0000 .5900
6635964 .2500
381,429.03 .0350
7.7500 .0000
7.5000 .0000
7.4650 .0000
7.0000 .4650
6635966 .2500
231,361.82 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635970 .2500
188,245.12 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635972 .2500
202,397.52 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
1
6635974 .2500
220,084.50 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6635976 .2500
371,707.27 .0350
7.5000 .0000
7.2500 .0000
7.2150 .0000
7.0000 .2150
6635978 .2500
243,829.34 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
6635980 .2500
233,020.94 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6635986 .2500
221,134.92 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6635990 .2500
305,188.84 .0350
8.7500 .0000
8.5000 .0000
8.4650 .0000
7.0000 1.4650
6635992 .2500
198,334.74 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
6635994 .2500
249,559.66 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
1
6635998 .2500
369,507.43 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6636004 .2500
294,304.45 .0350
8.3000 .0000
8.0500 .0000
8.0150 .0000
7.0000 1.0150
6636008 .2500
716,552.32 .0350
6.6250 .0000
6.3750 .0000
6.3400 .0000
6.3400 .0000
6636012 .2500
923,474.88 .0350
7.1250 .0000
6.8750 .0000
6.8400 .0000
6.8400 .0000
6636014 .2500
370,380.18 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6636016 .2500
305,563.50 .0350
8.3000 .0000
8.0500 .0000
8.0150 .0000
7.0000 1.0150
6636018 .2500
371,477.24 .0350
7.2500 .0000
7.0000 .0000
6.9650 .0000
6.9650 .0000
6636020 .2500
262,858.03 .0350
7.9900 .0000
7.7400 .0000
7.7050 .0000
7.0000 .7050
1
6636024 .2500
278,975.19 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6636030 .2500
599,766.16 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636034 .2500
329,952.44 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6636036 .2500
177,603.39 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636038 .2500
369,048.95 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636040 .2500
366,385.30 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
6636042 .2500
107,133.94 .0350
6.6250 .0000
6.3750 .0000
6.3400 .0000
6.3400 .0000
6636044 .2500
187,948.08 .0350
6.5000 .0000
6.2500 .0000
6.2150 .0000
6.2150 .0000
1
6636046 .2500
277,650.79 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636048 .2500
363,947.00 .0350
6.7500 .0000
6.5000 .0000
6.4650 .0000
6.4650 .0000
6636054 .2500
329,901.95 .0350
7.0000 .0000
6.7500 .0000
6.7150 .0000
6.7150 .0000
6636056 .2500
70,047.41 .0350
6.3750 .0000
6.1250 .0000
6.0900 .0000
6.0900 .0000
6636058 .2500
196,384.90 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636060 .2500
306,594.44 .0350
7.8750 .0000
7.6250 .0000
7.5900 .0000
7.0000 .5900
6636064 .2500
317,581.11 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6636066 .2500
339,567.02 .0350
6.9900 .0000
6.7400 .0000
6.7050 .0000
6.7050 .0000
1
6636074 .2500
315,207.01 .0350
7.9900 .0000
7.7400 .0000
7.7050 .0000
7.0000 .7050
6636078 .2500
707,510.41 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6636082 .2500
350,414.88 .0350
7.7500 .0000
7.5000 .0000
7.4650 .0000
7.0000 .4650
6636084 .2500
132,330.89 .0350
6.8750 .0000
6.6250 .0000
6.5900 .0000
6.5900 .0000
6636086 .2500
324,579.04 .0350
7.3750 .0000
7.1250 .0000
7.0900 .0000
7.0000 .0900
6636092 .2500
297,640.88 .0350
8.5000 .0000
8.2500 .0000
8.2150 .0000
7.0000 1.2150
6636096 .2500
271,963.22 .0350
8.0000 .0000
7.7500 .0000
7.7150 .0000
7.0000 .7150
6890972 .5000
13,688.32 .0350
13.5000 .0000
13.0000 .0000
12.9650 .0000
7.0000 5.9650
1
6891700 .5000
35,656.91 .0350
10.8000 .0000
10.3000 .0000
10.2650 .0000
7.0000 3.2650
6892610 .5000
37,055.60 .0350
12.1000 .0000
11.6000 .0000
11.5650 .0000
7.0000 4.5650
6893952 .5000
19,581.83 .0350
11.5000 .0000
11.0000 .0000
10.9650 .0000
7.0000 3.9650
6894186 .5000
71,409.98 .0350
15.8400 .0000
15.3400 .0000
15.3050 .0000
7.0000 8.3050
TOTAL NUMBER OF LOANS: 642
TOTAL BALANCE........: 84,791,615.84
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.24.11 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 FIXED FIXED SUMMARY REPORT CUTOFF : 12/01/01
POOL : 0004561
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.8365 5.0000 15.8400
RFC NET RATE 7.5437 4.7500 15.3400
NET MTG RATE(INVSTR RATE) 7.5071 4.7150 15.3050
POST STRIP RATE 6.7303 4.7150 7.0000
SUB SERV FEE .2928 .2500 1.1100
MSTR SERV FEE .0367 .0350 .7050
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .7768 .0000 8.3050
TOTAL NUMBER OF LOANS: 642
TOTAL BALANCE........: 84,791,615.84
***************************
* END OF REPORT *
***************************
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.24.11 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 FIXED CUTOFF : 12/01/01
POOL : 0004561
:
:
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 #
______________________________________________________________________________
3911858 T14/W60 F 157,200.00 ZZ
360 155,908.01 1
8.500 1,208.73 96
8.250 1,208.73
XXXXXXXXXX XX 00000 2 10/14/00 23
7847668 05 12/01/00 0
0400325221 O 11/01/30
0
4041006 Q72/W10 F 21,909.31 ZZ
180 20,059.15 1
13.000 277.19 82
12.500 277.19
XXXXXXX XX 00000 5 08/30/94 00
0001732643 05 10/06/94 0
0000000000 O 09/06/09
0
4129499 W29/N60 F 57,500.00 ZZ
360 52,943.01 1
10.000 504.60 93
9.500 504.60
XXXX XXXXXXXXX XX 00000 1 10/02/92 00
0292046556 05 11/01/92 0
0292046556 O 10/01/22
0
4129614 W29/N60 F 73,600.00 ZZ
360 63,668.57 1
11.000 700.91 100
10.500 700.91
XXXXXXXXXX XX 00000 1 09/29/88 00
0000060400 05 11/01/88 0
1
0000060400 O 10/01/18
0
4130364 W29/N60 F 96,000.00 ZZ
360 92,602.67 1
9.500 807.22 80
9.000 807.22
XXXXXXXX XX 00000 5 06/24/98 00
0000000000 05 08/01/98 0
0000000000 N 07/01/28
0
4156454 Q72/W10 F 30,000.00 ZZ
360 15,604.39 1
10.000 263.40 100
9.500 263.40
XXXXXXX XX 00000 5 07/12/79 00
0001758622 05 09/01/79 0
3623899 N 08/01/09
0
4156528 Q72/W10 F 16,750.00 ZZ
360 15,000.61 1
9.500 140.85 67
9.000 140.85
XXXXXXXXX XX 00000 1 06/12/91 98
0001759364 05 08/01/91 100
3846409 N 07/01/21
0
4156531 Q72/W10 F 155,639.00 ZZ
360 148,492.06 1
9.000 1,252.31 70
8.500 1,252.31
XXXXXXXXX XX 00000 2 01/24/97 98
0001759398 05 03/01/97 100
3847266 N 02/01/27
0
4353247 U81/H74 F 108,000.00 ZZ
180 107,078.75 1
10.450 983.88 94
10.200 983.88
XXXXXXXXXXX XX 00000 5 09/17/99 00
0010367282 05 10/22/99 0
0000000000 O 09/22/14
0
1
4353248 U81/H74 F 140,000.00 ZZ
180 138,088.37 1
10.500 1,280.64 100
10.250 1,280.64
XXXXXXXXX XX 00000 2 12/26/99 00
0010367290 05 01/30/00 0
1700002335 O 12/30/14
0
4353250 U81/H74 F 132,000.00 ZZ
180 118,142.56 1
10.600 1,217.34 99
10.350 1,217.34
XXXXX XXXXX XX 00000 5 03/14/00 00
0010367316 05 04/20/00 0
1700007809 O 03/20/15
0
4353253 U81/H74 F 141,500.00 ZZ
180 140,578.28 1
10.200 1,262.73 100
9.950 1,262.73
XXXXXXXX XX 00000 5 03/14/00 00
0010367340 05 04/20/00 0
1700008035 O 03/20/15
0
4353262 U81/H74 F 146,000.00 ZZ
180 143,939.83 1
9.190 1,194.76 100
8.940 1,194.76
XXXXXXXXX XX 00000 2 01/11/00 00
0010367431 05 02/18/00 0
1710002430 O 01/18/15
0
4353264 U81/H74 F 105,000.00 ZZ
360 104,351.14 1
12.380 1,110.85 100
12.130 1,110.85
XXXXX XXXXX XX 00000 1 07/19/00 23
0010367456 05 08/19/00 0
1800000248 O 07/19/30
0
4509996 N45/H74 F 64,000.00 ZZ
360 62,599.38 1
10.750 597.43 80
10.250 597.43
1
XXXXXXXX XX 00000 2 01/23/98 00
0011228228 05 02/28/98 0
0881041683 O 01/28/28
0
4509998 N45/H74 F 29,200.00 ZZ
240 26,801.91 1
10.490 291.33 80
9.990 291.33
XXXXXXXXXXXX XX 00000 5 02/10/98 00
0011228244 05 03/17/98 0
0881042054 O 02/17/18
0
4510009 N45/H74 F 55,200.00 ZZ
180 54,363.11 1
10.990 525.27 80
10.490 525.27
XXXXXXXXXXXXX XX 00000 5 12/22/98 00
0011228491 27 01/28/99 0
0881049081 O 12/28/13
0
4510027 N45/H74 F 60,000.00 ZZ
360 59,076.14 1
10.250 537.66 80
9.750 537.66
XXXXX XX 00000 5 05/18/99 00
0011228723 05 06/24/99 0
0881051149 O 05/24/29
0
4510059 N45/H74 F 58,400.00 ZZ
360 57,759.59 1
10.750 545.15 80
10.250 545.15
XXXXXX XX 00000 5 09/24/99 00
0011229275 05 11/02/99 0
0881053114 O 10/02/29
0
4510064 N45/H74 F 65,600.00 ZZ
360 64,770.38 1
11.390 644.13 80
10.890 644.13
XXXXXXXXXXXX XX 00000 5 10/07/99 00
0011229317 05 11/13/99 0
0881053228 O 10/13/29
0
1
4510106 N45/H74 F 33,600.00 ZZ
240 32,589.71 1
10.990 346.58 80
10.490 346.58
XXXXXXXXXXX XX 00000 5 12/30/99 00
0011229812 05 02/05/00 0
0881054140 O 01/05/20
0
4510118 N45/H74 F 163,750.00 ZZ
360 162,542.62 1
11.990 1,683.09 80
11.490 1,683.09
XXXXX XX 00000 1 01/28/00 00
0011229887 03 02/28/00 0
0881054309 O 01/28/30
0
4535873 Q72/W60 F 68,115.31 ZZ
180 41,307.55 1
7.000 612.24 93
6.500 612.24
XXXXXXX XX 00000 5 02/18/94 00
7808488 05 03/01/94 0
760706 O 02/01/09
0
4580026 Q72/W60 F 163,255.00 ZZ
360 151,321.90 1
7.000 1,086.14 100
6.500 1,086.14
XXXXXXXXX XX 00000 1 11/30/95 99
7859853 05 01/01/96 0
3400288 O 12/01/25
0
4580027 Q72/W60 F 85,450.00 ZZ
360 80,000.03 1
7.500 597.48 52
7.000 597.48
XXXXXX XX 00000 2 02/24/96 98
7859861 01 04/01/96 100
3400493 O 03/01/26
0
4580034 Q72/W60 F 15,000.00 ZZ
359 1,316.02 1
1
7.000 99.90 100
6.500 99.90
XXXXXXXXXXXX XX 00000 5 05/14/73 99
7860109 05 07/01/73 0
4700657 N 05/01/03
0
4689655 W29/N60 F 71,429.02 ZZ
342 70,345.76 1
10.800 674.35 81
10.300 674.35
XXXXXXXXX XX 00000 1 08/05/99 00
0000136317 05 09/15/99 0
0000136317 O 02/15/28
0
4689666 W29/N60 F 24,745.12 ZZ
176 21,103.89 1
8.750 250.05 83
8.250 250.05
XXXXXXXXX XX 00000 1 05/20/98 00
0001048768 05 06/01/98 0
0001048768 N 01/01/13
0
4690544 W29/N60 F 60,300.00 ZZ
360 58,699.83 4
11.125 579.95 90
10.625 579.95
XXXXXX XX 00000 1 06/30/97 00
0101499210 05 08/01/97 0
0101499210 N 07/01/27
0
4690653 W29/N60 F 23,106.08 ZZ
279 21,497.05 1
11.500 238.52 103
11.000 238.52
XXXXXXX XX 00000 1 10/01/96 00
0776646238 05 10/13/96 0
0776646238 O 12/13/19
0
4851199 447/M32 F 140,000.00 ZZ
360 127,366.79 1
10.750 1,306.88 80
9.640 1,306.88
XXXXXXX XX 00000 5 08/08/91 00
0059800498 05 10/01/91 0
1
0059800498 O 09/01/21
0
4851209 447/388 F 96,000.00 ZZ
360 86,646.90 1
9.570 812.13 80
9.070 812.13
XXX XXXXXXX XX 00000 5 10/28/91 00
0060901725 05 01/01/92 0
0060901725 O 12/01/21
0
4851221 447/406 F 117,200.00 ZZ
360 102,781.11 1
9.625 996.19 80
9.375 996.19
XXXX XXXXXXX XX 00000 1 11/08/91 00
0064500026 05 01/01/92 0
0064500026 O 12/01/21
0
4851227 447/074 F 112,000.00 ZZ
360 102,145.10 1
9.625 951.99 80
9.075 951.99
XXX XXXXXXX XX 00000 5 06/17/92 00
0064700458 05 08/01/92 0
0064700458 O 07/01/22
0
4851229 447/388 F 448,000.00 ZZ
360 406,640.21 1
9.375 3,726.24 80
9.125 3,726.24
XXXXXXXX XX 00000 5 05/18/92 00
0066400425 05 07/01/92 0
0066400425 O 06/01/22
0
4851230 447/388 F 150,000.00 ZZ
360 133,406.66 1
9.125 1,220.45 80
8.740 1,220.45
XXXX XX 00000 5 05/21/92 00
0066400433 05 07/01/92 0
0066400433 O 06/01/22
0
1
4851231 447/737 F 325,600.00 ZZ
360 282,945.64 1
9.250 2,678.63 80
9.000 2,678.63
XXXXXXXX XX 00000 5 11/04/91 00
0067400021 09 01/01/92 0
0067400021 O 12/01/21
0
4851232 447/737 F 297,500.00 ZZ
360 269,135.77 1
9.000 2,393.75 70
8.725 2,393.75
XXX XXXXXXX XX 00000 5 07/02/92 00
0067400192 05 09/01/92 0
0067400192 O 08/01/22
0
4851237 447/994 F 67,600.00 ZZ
360 58,519.63 1
9.500 568.42 65
9.250 568.42
XXXXXXXXX XX 00000 5 11/21/91 00
5927376680 05 01/01/92 0
0069600246 O 12/01/21
0
4851242 447/388 F 144,000.00 ZZ
360 129,827.14 1
9.500 1,210.83 90
9.175 1,210.83
XXX XXXXXXX XX 00000 1 11/19/91 14
0069900317 05 01/01/92 17
0069900317 O 12/01/21
0
4851272 447/737 F 500,000.00 ZZ
360 421,296.95 1
9.625 4,249.95 80
9.080 4,249.95
XXXXXXXXX XX 00000 1 10/04/91 00
0000000000 05 12/01/91 0
0000000000 O 11/01/21
0
4851273 447/737 F 95,000.00 ZZ
360 85,906.44 1
9.375 790.16 54
8.530 790.16
1
XXXXXX XX 00000 1 06/15/92 00
0073200132 05 08/01/92 0
0073200132 O 07/01/22
0
4851278 447/388 F 418,000.00 ZZ
180 216,342.00 1
8.750 4,177.70 76
8.250 4,177.70
XXXX XX 00000 5 06/17/92 00
0074600122 05 08/01/92 0
0074600122 O 07/01/07
0
4851279 447/388 F 285,000.00 ZZ
360 257,468.39 1
9.000 2,293.17 52
8.500 2,293.17
XXX XXXXX XX 00000 2 06/25/92 00
0074600123 05 08/01/92 0
0074600123 O 07/01/22
0
4851281 447/388 F 240,000.00 ZZ
360 217,557.39 1
9.125 1,952.72 80
8.625 1,952.72
XXXXXXXXX XX 00000 5 07/01/92 00
0074600131 05 09/01/92 0
0074600131 O 08/01/22
0
4851282 447/388 F 285,000.00 ZZ
360 257,468.39 1
9.000 2,293.17 76
8.690 2,293.17
XXXXXXX XXX XX 00000 5 06/10/92 00
0075000047 05 08/01/92 0
0075000047 O 07/01/22
0
4851286 447/388 F 100,000.00 ZZ
360 90,995.79 1
9.625 849.99 79
9.125 849.99
XXX XXXXXXX XX 00000 5 05/19/92 00
0075100508 05 07/01/92 0
0075100508 O 06/01/22
0
1
4851290 447/448 F 100,000.00 ZZ
360 87,526.76 1
9.375 831.75 68
9.125 831.75
XXXXX XXXXXXX XX 00000 1 11/17/91 00
0075200001 05 01/01/92 0
0075200001 O 12/01/21
0
4934242 Q72/W10 F 137,500.00 ZZ
180 135,657.84 1
12.500 1,467.48 74
12.000 1,467.48
XXXXXXXX XX 00000 5 05/15/98 00
0001718444 05 07/01/98 0
0001718444 O 06/01/13
0
4934243 Q72/W10 F 206,400.00 ZZ
360 202,382.88 1
10.220 1,844.95 77
9.720 1,844.95
XXXXX XX 00000 1 10/29/98 00
0001718626 05 12/01/98 0
0001718626 N 11/01/28
0
4934248 Q72/W10 F 26,800.00 ZZ
360 26,406.09 1
11.190 259.08 77
10.690 259.08
XXXXXXXXX XX 00000 1 03/30/98 00
0001718956 05 05/01/98 0
0001718956 O 04/01/28
0
4934369 Q72/W10 F 10,150.00 ZZ
84 7,060.54 1
12.500 181.92 27
12.000 181.92
FT XXXXX XX 00000 5 12/28/98 00
0001726678 05 03/01/99 0
0001726678 N 02/01/06
0
4934378 Q72/W10 F 35,000.00 ZZ
240 33,838.30 1
1
12.990 409.85 59
12.490 409.85
XXXXXXXXXXXX XX 00000 5 04/10/99 00
0001727106 05 07/01/99 0
0001727106 O 06/01/19
0
4934385 Q72/W10 F 8,000.00 ZZ
84 5,995.60 1
12.900 145.10 35
12.400 145.10
XXXXXXXXX XX 00000 5 06/07/99 00
0001727379 05 08/01/99 0
0001727379 O 07/01/06
0
4934388 Q72/W10 F 10,200.00 ZZ
84 5,879.69 1
9.990 169.28 34
9.490 169.28
XXXXXXXXXX XX 00000 5 06/10/99 00
0001727536 05 08/01/99 0
0001727536 N 07/01/06
0
4934390 Q72/W10 F 30,250.00 ZZ
180 28,154.55 1
11.590 355.12 55
11.090 355.12
XXXXXXXXX XX 00000 5 06/30/99 00
0001727692 05 08/01/99 0
0001727692 O 07/01/14
0
4934411 Q72/W10 F 80,000.00 ZZ
360 78,758.62 1
9.990 701.47 80
9.490 701.47
XXXXXXX XX 00000 5 10/16/99 00
0001728500 05 12/01/99 0
0001728500 O 11/01/29
0
4934424 Q72/W10 F 19,250.00 ZZ
120 16,877.13 1
9.990 254.29 55
9.490 254.29
XXXXX XX 00000 5 12/10/99 00
0001728864 05 02/01/00 0
1
0001728864 O 01/01/10
0
4934432 Q72/W10 F 9,000.00 ZZ
108 7,761.55 1
9.550 124.53 13
9.050 124.53
XXXX XXXXXXXXXX XX 00000 5 02/23/00 00
0001729417 05 04/01/00 0
0001729417 O 03/01/09
0
4934436 Q72/W10 F 56,000.00 ZZ
360 54,943.40 1
11.500 554.57 74
11.000 554.57
XXXXX XX 00000 5 12/24/97 00
0001729722 05 02/01/98 0
0001729722 O 01/01/28
0
4934472 Q72/W10 F 10,950.00 ZZ
162 10,450.04 1
15.650 162.76 15
15.150 162.76
XXXXXX XX 00000 5 06/06/00 00
0001763929 05 07/12/00 0
0001763929 O 12/12/13
0
5055157 070/G61 F 206,500.00 ZZ
360 199,167.52 4
7.625 1,461.59 70
7.375 1,461.59
XXXXXXX XX 00000 2 03/05/99 00
0010373082 05 04/01/99 0
4670444 N 03/01/29
0
5055163 070/G61 F 135,800.00 ZZ
360 134,118.65 1
9.000 1,092.68 97
8.750 1,092.68
XXXX XXXXX XX 00000 1 03/14/00 11
0010372951 05 05/01/00 35
7045455 O 04/01/30
0
1
5084909 Q72/W60 F 81,000.00 ZZ
180 80,588.74 1
11.000 771.38 90
10.500 771.38
XXXXXXX XX 00000 1 11/30/00 00
7903248 05 01/01/01 0
6677932 O 12/01/15
0
5084912 Q72/W60 F 85,000.00 ZZ
180 84,234.21 1
9.990 745.31 54
9.490 745.31
TOWNSHIP XX XXX XX 00000 2 12/06/00 00
7903271 05 01/11/01 0
6678599 O 12/11/15
0
5084916 Q72/W60 F 72,900.00 ZZ
180 72,641.73 1
12.500 778.03 90
12.000 778.03
XXXXXXXXXXXX XX 00000 5 11/21/00 00
7903313 05 12/27/00 0
6680007 O 11/27/15
0
5084924 Q72/W60 F 81,600.00 ZZ
240 80,594.04 1
12.300 915.61 65
11.800 915.61
XXXXXX XX 00000 5 12/19/00 00
7903396 05 01/26/01 0
6680667 O 12/26/20
0
5084941 Q72/W60 F 61,200.00 ZZ
360 60,934.06 1
11.850 622.45 90
11.350 622.45
XXXXXXXXX XX 00000 5 12/22/00 00
7903560 05 01/28/01 0
6681539 O 12/28/30
0
5084956 Q72/W60 F 20,000.00 ZZ
120 18,921.20 1
10.700 272.11 37
10.200 272.11
1
XXXXX XXXXXXX XX 00000 5 01/09/01 00
7903719 03 02/16/01 0
6683162 O 01/16/11
0
5084958 Q72/W60 F 36,000.00 ZZ
240 35,508.59 1
10.800 366.70 79
10.300 366.70
XX XXXXXXXX XX 00000 2 01/10/01 00
7903735 05 02/16/01 0
6683416 O 01/16/21
0
5084970 Q72/W60 F 38,400.00 ZZ
180 37,526.90 1
12.200 465.82 80
11.700 465.82
XXXXXXXXX XX 00000 5 01/22/01 00
7903842 05 02/26/01 0
6684686 O 01/26/16
0
5123340 B86/G61 F 600,000.00 ZZ
180 525,763.91 1
7.250 5,477.18 80
7.000 5,477.18
XXXXXXX XX 00000 2 11/11/98 00
0011781028 05 01/01/99 0
6000485125 O 12/01/13
0
5123362 B86/G61 F 31,450.00 T
360 19,148.50 1
11.500 311.47 95
11.250 311.47
XXXXXXXX XX 00000 4 10/02/79 23
0011781242 05 11/01/79 0
6000563905 O 10/01/09
0
5123363 B86/G61 F 44,900.00 ZZ
360 27,040.85 1
13.000 496.69 65
12.750 496.69
XXXXXXXXXX XX 00000 1 09/15/80 00
0011781259 05 10/01/80 0
6000564101 O 09/01/10
0
1
5123364 B86/G61 F 36,000.00 T
300 20,975.67 1
12.750 399.26 90
12.500 399.26
XXXXX XX 00000 4 07/29/83 23
0011781267 05 09/01/83 0
6000564184 O 08/01/08
0
5123365 B86/G61 F 29,400.00 ZZ
300 17,270.79 2
12.750 326.08 72
12.500 326.08
XXXXXXXXX XX 00000 4 06/23/83 00
0011781275 05 08/01/83 0
6000564192 O 07/01/08
0
5123366 B86/G61 F 27,873.85 ZZ
348 20,887.14 1
12.375 295.77 80
12.125 295.77
XXXXXXX XX 00000 1 07/19/85 00
0011781283 05 08/01/85 0
6000564507 O 07/01/14
0
5123568 B86/G61 F 72,000.00 ZZ
360 68,965.49 1
8.500 553.62 80
8.250 553.62
XXXXXXXX XXX XX 00000 1 04/25/97 00
0011783180 27 06/01/97 0
6000613403 O 05/01/27
0
5123773 B86/G61 F 108,000.00 ZZ
180 105,304.38 1
7.375 993.52 100
7.125 993.52
XXXXXX XXXX XX 00000 1 03/26/01 11
0011785185 05 05/01/01 25
6000857414 O 04/01/16
0
5127569 B86/G61 F 40,000.00 ZZ
300 13,732.31 1
1
11.500 406.59 75
11.250 406.59
XXXXXXX XX 00000 4 04/07/80 00
0011779956 05 06/01/80 0
6000057189 O 05/01/05
0
5167315 Q72/W10 F 48,000.00 ZZ
360 47,437.43 1
12.400 508.56 75
11.900 508.56
XXXXXXXXX XX 00000 5 09/29/98 00
0001562677 05 12/01/98 0
783242 O 11/01/28
0
5167320 Q72/W10 F 20,000.00 ZZ
240 18,874.32 1
10.350 197.66 80
9.850 197.66
XXXXXXXX XXXX XX 00000 5 10/09/98 00
0001562842 01 11/14/98 0
783871 O 10/14/18
0
5167321 Q72/W10 F 22,348.11 ZZ
180 18,750.84 1
14.250 301.38 14
13.750 301.38
XXXXXXXXX XX 00000 5 07/26/96 00
0001443183 05 08/31/96 0
800624 O 07/31/11
0
5167334 Q72/W10 F 143,983.00 ZZ
180 140,566.11 1
10.750 1,344.05 90
10.250 1,344.05
XXXXX XXXXXXX XX 00000 5 03/31/98 00
0001565803 09 04/30/98 0
807106 O 03/30/13
0
5167335 Q72/W10 F 40,500.00 ZZ
180 36,270.67 1
10.900 457.78 64
10.400 457.78
XXXXXXXXXXXX XX 00000 5 03/31/98 00
0001569169 05 05/06/98 0
1
807113 O 04/06/13
0
5167340 Q72/W10 F 45,050.00 ZZ
180 44,524.34 1
12.500 480.80 85
12.000 480.80
XXXX XXXX XX 00000 5 06/16/98 00
0001566033 05 07/22/98 0
808284 O 06/22/13
0
5167362 Q72/W10 F 196,000.00 ZZ
180 192,304.99 1
9.900 1,705.57 80
9.400 1,705.57
XXXXXXXXX XX 00000 5 12/23/98 00
0001566330 05 01/29/99 0
811603 O 12/29/13
0
5167393 Q72/W10 F 140,250.00 ZZ
360 138,086.45 1
10.740 1,308.15 85
10.240 1,308.15
PASS XXXXXXXXX XX 00000 5 12/16/98 00
0002048817 05 02/01/99 0
822267 O 01/01/29
0
5167399 Q72/W10 F 30,400.00 ZZ
180 28,362.19 1
11.000 345.53 80
10.500 345.53
XXXXXXXXXXXX XX 00000 5 09/23/99 00
0002048858 05 10/23/99 0
829488 O 09/23/14
0
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1
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0
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10793362 O 10/01/24
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1
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0
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1
XXXXXXXX XX 00000 1 12/15/94 23
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6.000 1,498.78 54
5.750 1,498.78
1
XXXXXXXXX XX 00000 5 04/15/99 00
0010392512 03 06/01/99 0
0055188702 O 05/01/09
0
6092684 S66/H74 F 56,950.00 ZZ
360 55,936.15 1
8.750 448.03 97
8.500 448.03
XXXXXXX XX 00000 1 07/02/99 01
0010392389 05 09/01/99 35
0055210115 O 08/01/29
0
6092686 S66/H74 F 102,000.00 ZZ
360 98,807.27 1
7.875 739.58 79
7.625 739.58
XXXXXXXXX XX 00000 5 06/24/99 01
0010392538 05 08/01/99 17
0055217613 O 07/01/29
0
6092690 S66/H74 F 297,600.00 ZZ
360 292,444.33 1
8.500 2,288.29 80
8.250 2,288.29
XXXXXXXX XX 00000 1 09/14/99 00
0010392397 05 11/01/99 0
0055233869 O 10/01/29
0
6092692 S66/H74 F 127,500.00 ZZ
360 125,100.81 1
8.250 957.86 73
8.000 957.86
XXXXXXXXX XX 00000 5 12/08/99 00
0010392405 05 02/01/00 0
0055260096 N 01/01/30
0
6092694 S66/H74 F 203,400.00 ZZ
360 200,883.32 1
9.000 1,636.60 90
8.750 1,636.60
XXXXXXX XX 00000 5 02/01/00 01
0010392553 05 04/01/00 25
0055272707 O 03/01/30
0
1
6635828 822/076 F 300,600.00 ZZ
360 289,171.60 1
7.125 2,025.20 80
6.875 2,025.20
XXXX XXXXXXX XX 00000 1 05/17/98 00
0001366043 05 07/01/98 0
0001366043 O 06/01/28
0
6635834 822/076 F 400,000.00 ZZ
180 193,681.44 1
8.375 3,909.71 69
8.125 3,909.71
XXXX XXXXXXXX XX 00000 1 12/18/91 00
0001476356 03 02/01/92 0
0001476356 O 01/01/07
0
6635838 822/076 F 340,000.00 ZZ
180 106,934.37 1
7.875 3,224.73 80
7.625 3,224.73
XXXXXXXXXXX XX 00000 2 10/17/92 00
0001489246 05 12/01/92 0
0001489246 O 11/01/07
0
6635840 822/076 F 300,000.00 ZZ
180 91,029.67 1
8.125 2,888.65 74
7.875 2,888.65
XXXXXXXXXXX XX 00000 2 11/17/92 00
0001491086 05 01/01/93 0
0001491086 O 12/01/07
0
6635844 822/076 F 370,000.00 ZZ
180 213,329.99 1
7.500 3,429.95 55
7.250 3,429.95
XXXXXXXXX XX 00000 5 06/17/93 00
0001499826 05 08/01/93 0
0001499826 O 07/01/08
0
6635882 822/076 F 382,500.00 ZZ
180 248,470.75 1
1
7.375 3,518.71 90
7.125 3,518.71
XXXXXXXX XX 00000 5 08/17/94 00
0005017566 05 10/01/94 0
0005017566 O 09/01/09
0
6635886 822/076 F 285,000.00 ZZ
180 170,943.63 1
6.500 2,482.66 66
6.250 2,482.66
XXXXXX XX 00000 2 08/17/95 00
0005023956 05 10/01/95 0
0005023956 O 09/01/10
0
6635888 822/076 F 428,800.00 ZZ
180 313,462.05 1
6.875 3,824.27 82
6.625 3,824.27
XXXXXXXXXXXX XX 00000 1 02/16/96 23
0005033006 05 04/01/96 0
0005033006 O 03/01/11
0
6635890 822/076 F 300,000.00 ZZ
180 219,008.64 1
6.500 2,613.32 75
6.250 2,613.32
XXXXXXXXX XX 00000 5 02/29/96 00
0000000000 05 05/01/96 0
0000000000 O 04/01/11
0
6635892 822/076 F 284,900.00 ZZ
360 266,220.54 1
7.125 1,919.42 95
6.875 1,919.42
XXXXXX XX 00000 5 04/17/96 04
0005035266 05 06/01/96 15
0005035266 O 05/01/26
0
6635894 822/076 F 342,000.00 ZZ
360 318,234.13 1
7.625 2,420.65 80
7.375 2,420.65
XXXXXXXXX XX 00000 1 08/17/95 00
0005041636 05 10/01/95 0
1
0005041636 O 09/01/25
0
6635896 822/076 F 289,000.00 ZZ
180 210,243.81 1
7.875 2,741.02 50
7.625 2,741.02
XXXXXXXX XX 00000 1 10/17/95 00
0005044026 05 12/01/95 0
0005044026 O 11/01/10
0
6635898 822/076 F 815,000.00 ZZ
180 591,927.35 1
6.875 7,268.61 136
6.625 7,268.61
XXXXXXXXX XX 00000 2 01/16/96 23
0005053176 05 03/01/96 0
0005053176 O 02/01/11
0
6635902 822/076 F 450,000.00 ZZ
360 407,583.12 1
7.250 3,069.79 55
7.000 3,069.79
XXXXXXXXX XX 00000 1 04/17/94 00
0005069486 05 06/01/94 0
0005069486 O 05/01/24
0
6635904 822/076 F 406,000.00 ZZ
240 338,539.24 1
8.125 3,427.60 65
7.875 3,427.60
XXXXXXXXXX XX 00000 1 08/17/96 00
0005077466 05 10/01/96 0
0005077466 O 09/01/16
0
6635906 822/076 F 280,000.00 ZZ
120 68,879.83 1
6.625 3,197.18 55
6.375 3,197.18
XXXXXXX XX 00000 2 10/17/93 00
0005077656 05 12/01/93 0
0005077656 O 11/01/03
0
1
6635908 822/076 F 334,000.00 ZZ
360 293,246.93 1
6.990 2,219.87 80
6.740 2,219.87
XXXXXXX XX 00000 1 02/16/96 00
0005080036 05 04/01/96 0
0005080036 O 03/01/26
0
6635910 822/076 F 387,400.00 ZZ
360 352,875.04 1
6.990 2,574.78 90
6.740 2,574.78
XXXXXXXXXX XX 00000 1 03/17/96 23
0005087076 05 05/01/96 0
0005087076 O 04/01/26
0
6635912 822/076 F 325,000.00 ZZ
120 165,275.42 1
6.875 3,752.62 57
6.625 3,752.62
XXXXXX XX 00000 5 02/16/96 00
0005091006 05 04/01/96 0
0005091006 O 03/01/06
0
6635922 822/076 F 331,000.00 ZZ
360 308,989.70 1
7.500 2,314.40 78
7.250 2,314.40
XXXXXXX XX 00000 2 02/16/96 00
0005108496 05 04/01/96 0
0005108496 O 03/01/26
0
6635926 822/076 F 500,000.00 T
180 286,641.36 1
6.375 4,321.25 46
6.125 4,321.25
XXXXXXXX XX 00000 2 09/17/93 00
0005116116 05 11/01/93 0
0005116116 O 10/01/08
0
6635928 822/076 F 316,000.00 ZZ
360 271,841.68 1
7.500 2,209.52 80
7.250 2,209.52
1
XXXXXXXXX XX 00000 1 01/16/96 00
0005125456 05 03/01/96 0
0005125456 O 02/01/26
0
6635932 822/076 F 347,100.00 ZZ
180 167,329.93 1
6.875 3,095.63 78
6.625 3,095.63
XXXXXXXX XX 00000 2 07/18/93 00
0005131506 05 09/01/93 0
0005131506 O 08/01/08
0
6635934 822/076 F 404,000.00 ZZ
180 293,009.09 1
6.500 3,519.27 63
6.250 3,519.27
XXXXXXX XX 00000 5 02/16/96 00
0005133896 05 04/01/96 0
0005133896 O 03/01/11
0
6635936 822/076 F 440,000.00 ZZ
360 412,035.77 1
7.625 3,114.29 80
7.375 3,114.29
XXXXXXXXX XX 00000 1 01/16/96 00
0005134666 05 03/01/96 0
0005134666 O 02/01/26
0
6635938 822/076 F 406,500.00 ZZ
360 369,865.49 1
7.990 2,979.92 75
7.740 2,979.92
XXXXXX XX 00000 1 07/18/96 00
0005135166 05 09/01/96 0
0005135166 O 08/01/26
0
6635942 822/076 F 512,000.00 ZZ
180 397,505.07 1
8.125 4,929.96 80
7.875 4,929.96
XXXXXX XX 00000 2 08/17/96 00
0000000000 05 10/01/96 0
0000000000 O 09/01/11
0
1
6635944 822/076 F 384,000.00 ZZ
180 275,996.48 1
6.375 3,318.72 67
6.125 3,318.72
XXXXXXXXXX XX 00000 2 03/17/96 00
0005139716 05 05/01/96 0
0005139716 O 04/01/11
0
6635950 822/076 F 402,000.00 ZZ
360 344,265.26 1
7.625 2,845.33 89
7.375 2,845.33
XXXXXXX XX 00000 2 01/16/96 23
0005164316 05 03/01/96 0
0005164316 O 02/01/26
0
6635952 822/076 F 558,000.00 ZZ
180 343,215.68 1
6.875 4,976.55 80
6.625 4,976.55
XXXXXXX XX 00000 1 04/01/94 00
0005174836 05 05/01/94 0
0005174836 O 04/01/09
0
6635954 822/076 F 287,000.00 ZZ
180 207,066.97 1
6.375 2,480.40 70
6.125 2,480.40
XXXXXXX XX 00000 2 04/17/96 00
0005177956 05 06/01/96 0
0005177956 O 05/01/11
0
6635956 822/076 F 335,000.00 ZZ
180 207,114.26 1
6.750 2,964.45 36
6.500 2,964.45
XXXXX XX 00000 5 04/17/94 00
0005182476 05 06/01/94 0
0005182476 O 05/01/09
0
6635958 822/076 F 500,000.00 ZZ
240 411,519.42 1
1
7.375 3,989.84 48
7.125 3,989.84
XXXXXX XXXXXX XX 00000 1 07/18/95 00
0005183796 05 09/01/95 0
0005183796 O 08/01/15
0
6635962 822/076 F 580,000.00 ZZ
360 546,839.54 1
7.875 4,205.40 63
7.625 4,205.40
XXXXXX XX 00000 2 05/17/96 00
0000000000 05 07/01/96 0
0000000000 O 06/01/26
0
6635964 822/076 F 407,700.00 ZZ
360 381,429.03 1
7.750 2,920.81 90
7.500 2,920.81
XXXXXXXXXX XX 00000 1 11/17/95 10
0005196636 05 01/01/96 25
0005196636 O 12/01/25
0
6635966 822/076 F 319,000.00 ZZ
180 231,361.82 1
6.500 2,778.83 71
6.250 2,778.83
XXXXXXXXX XX 00000 2 02/16/96 00
0005197346 05 04/01/96 0
0005197346 O 03/01/11
0
6635970 822/076 F 315,000.00 ZZ
180 188,245.12 1
6.500 2,743.99 75
6.250 2,743.99
XXXXXXXXXX XX 00000 5 01/15/94 00
0005200456 05 03/01/94 0
0005200456 O 02/01/09
0
6635972 822/076 F 285,500.00 ZZ
180 202,397.52 1
6.990 2,564.56 68
6.740 2,564.56
XXXXXXXXX XX 00000 2 09/17/95 00
0005203716 05 11/01/95 0
1
0005203716 O 10/01/10
0
6635974 822/076 F 360,000.00 ZZ
180 220,084.50 1
7.375 3,311.72 80
7.125 3,311.72
XXXXXXXX XX 00000 2 01/15/94 00
0005204026 05 03/01/94 0
0005204026 O 02/01/09
0
6635976 822/076 F 400,000.00 ZZ
360 371,707.27 1
7.500 2,796.86 78
7.250 2,796.86
XXXXX XX 00000 1 08/17/95 00
0005212596 05 10/01/95 0
0005212596 O 09/01/25
0
6635978 822/076 F 334,000.00 ZZ
180 243,829.34 1
6.500 2,909.50 51
6.250 2,909.50
XXXXXXXXX XX 00000 2 03/17/96 00
0005213296 05 05/01/96 0
0005213296 O 04/01/11
0
6635980 822/076 F 318,000.00 ZZ
180 233,020.94 1
6.990 2,856.50 33
6.740 2,856.50
XXXXXXXXX XXXXX XX 00000 5 02/16/96 00
0005214876 05 04/01/96 0
0005214876 O 03/01/11
0
6635986 822/076 F 373,600.00 ZZ
180 221,134.92 1
6.990 3,355.93 87
6.740 3,355.93
XXXXXXX XX 00000 2 01/31/96 21
0005232506 05 04/01/96 14
0005232506 O 03/01/11
0
1
6635990 822/076 F 320,450.00 ZZ
360 305,188.84 1
8.750 2,520.98 90
8.500 2,520.98
XXXXXXXXXXX XX 00000 1 06/17/96 04
0005236376 05 08/01/96 25
0005236376 O 07/01/26
0
6635992 822/076 F 345,000.00 ZZ
180 198,334.74 1
7.250 3,149.38 67
7.000 3,149.38
XXXXXXXX XX 00000 2 07/28/95 00
0005239446 05 10/01/95 0
0005239446 O 09/01/10
0
6635994 822/076 F 350,000.00 ZZ
180 249,559.66 1
7.250 3,195.02 43
7.000 3,195.02
XXXXXXX XX 00000 1 09/17/95 00
0005246246 05 11/01/95 0
0005246246 O 10/01/10
0
6635998 822/076 F 397,300.00 ZZ
360 369,507.43 1
6.990 2,640.58 71
6.740 2,640.58
XXXXXX XX 00000 2 02/16/96 00
0005261986 05 04/01/96 0
0005261986 O 03/01/26
0
6636004 822/076 F 331,955.66 ZZ
341 294,304.45 1
8.300 2,537.96 76
8.050 2,537.96
XXXXXXXXX XX 00000 1 02/01/93 00
0005281326 05 03/01/93 0
0005281326 O 07/01/21
0
6636008 822/076 F 1,000,000.00 ZZ
180 716,552.32 1
6.625 8,779.94 80
6.375 8,779.94
1
XXXXXXX XX 00000 5 12/18/95 00
0005294586 05 02/01/96 0
0005294586 O 01/01/11
0
6636012 822/076 F 1,000,000.00 ZZ
360 923,474.88 1
7.125 6,737.19 78
6.875 6,737.19
XXXXXX XX 00000 1 07/18/95 00
0005299436 05 09/01/95 0
0005299436 O 08/01/25
0
6636014 822/076 F 400,000.00 ZZ
360 370,380.18 1
7.375 2,762.70 64
7.125 2,762.70
XXXXXXX XX 00000 5 07/18/95 00
0005307706 05 09/01/95 0
0005307706 O 08/01/25
0
6636016 822/076 F 345,572.35 ZZ
339 305,563.50 1
8.300 2,644.11 63
8.050 2,644.11
XXXXXXX XX 00000 5 02/08/93 00
0005310866 05 03/01/93 0
0005310866 O 05/01/21
0
6636018 822/076 F 400,000.00 ZZ
360 371,477.24 1
7.250 2,728.70 87
7.000 2,728.70
XXXXXXXXXX XX 00000 5 10/17/95 23
0005310956 05 12/01/95 0
0005310956 O 11/01/25
0
6636020 822/076 F 278,000.00 ZZ
360 262,858.03 1
7.990 2,037.93 67
7.740 2,037.93
XXXXXXX XX 00000 1 06/17/96 00
0005313046 05 08/01/96 0
0005313046 O 07/01/26
0
1
6636024 822/076 F 300,000.00 ZZ
360 278,975.19 1
7.375 2,072.03 76
7.125 2,072.03
XXXXXXX XX 00000 1 10/17/95 00
0005317716 05 12/01/95 0
0005317716 O 11/01/25
0
6636030 822/076 F 805,000.00 ZZ
180 599,766.16 1
6.875 7,179.43 70
6.625 7,179.43
XXXXXX XX 00000 1 05/17/96 00
0005324786 01 07/01/96 0
0005324786 O 06/01/11
0
6636034 822/076 F 365,000.00 ZZ
360 329,952.44 1
6.990 2,425.90 78
6.740 2,425.90
XXXXXXXX XX 00000 5 04/17/96 00
0005339256 05 06/01/96 0
0005339256 O 05/01/26
0
6636036 822/076 F 296,800.00 ZZ
180 177,603.39 1
6.875 2,647.02 49
6.625 2,647.02
XXXXXXXXXX XX 00000 2 12/18/93 00
0005343176 05 02/01/94 0
0005343176 O 01/01/09
0
6636038 822/076 F 600,000.00 ZZ
180 369,048.95 1
6.875 5,351.13 64
6.625 5,351.13
XXXXXX XX 00000 2 03/17/94 00
0005343766 05 05/01/94 0
0005343766 O 04/01/09
0
6636040 822/076 F 500,000.00 ZZ
180 366,385.30 1
1
6.990 4,491.35 65
6.740 4,491.35
XXXXXXXXX XX 00000 5 02/16/96 00
0005353176 05 04/01/96 0
0005353176 O 03/01/11
0
6636042 822/076 F 375,000.00 ZZ
120 107,133.94 1
6.625 4,281.94 79
6.375 4,281.94
XXXXXXXXXX XX 00000 2 01/28/94 00
0005355516 05 04/01/94 0
0005355516 O 03/01/04
0
6636044 822/076 F 309,000.00 ZZ
180 187,948.08 1
6.500 2,691.72 62
6.250 2,691.72
XXXXXX XX 00000 2 03/17/94 00
0005356186 05 05/01/94 0
0005356186 O 04/01/09
0
6636046 822/076 F 375,000.00 ZZ
180 277,650.79 1
6.875 3,344.45 60
6.625 3,344.45
XXXXXXX XX 00000 5 04/17/96 00
0005359486 05 06/01/96 0
0005359486 O 05/01/11
0
6636048 822/076 F 492,800.00 ZZ
180 363,947.00 1
6.750 4,360.83 80
6.500 4,360.83
XXXXXXX XX 00000 2 04/17/96 00
0005362246 05 06/01/96 0
0005362246 O 05/01/11
0
6636054 822/076 F 456,000.00 ZZ
180 329,901.95 1
7.000 4,098.66 62
6.750 4,098.66
XXXXXXXXX XX 00000 2 12/18/95 00
0000000000 05 02/01/96 0
1
0000000000 O 01/01/11
0
6636056 822/076 F 276,000.00 ZZ
120 70,047.41 1
6.375 3,116.40 72
6.125 3,116.40
XXXXXX XX 00000 2 10/29/93 00
0005370326 05 01/01/94 0
0005370326 O 12/01/03
0
6636058 822/076 F 325,000.00 ZZ
180 196,384.90 1
6.875 2,898.53 60
6.625 2,898.53
XXXXXXXXX XX 00000 5 01/15/94 00
0005370436 05 03/01/94 0
0005370436 O 02/01/09
0
6636060 822/076 F 327,700.00 ZZ
360 306,594.44 1
7.875 2,376.05 75
7.625 2,376.05
XXXXXXXX XX 00000 5 10/17/95 00
0005375656 05 12/01/95 0
0005375656 O 11/01/25
0
6636064 822/076 F 350,000.00 ZZ
360 317,581.11 1
7.375 2,417.36 66
7.125 2,417.36
XXXXXX XX 00000 2 04/17/94 00
0005383336 05 06/01/94 0
0005383336 O 05/01/24
0
6636066 822/076 F 560,000.00 ZZ
360 339,567.02 1
6.990 3,721.93 75
6.740 3,721.93
XXXXXX XX 00000 5 04/29/94 00
0005392076 05 07/01/94 0
0005392076 O 06/01/24
0
1
6636074 822/076 F 333,000.00 ZZ
360 315,207.01 1
7.990 2,441.11 59
7.740 2,441.11
XXXXXXXX XX 00000 1 07/18/96 00
0005410976 05 09/01/96 0
0005410976 O 08/01/26
0
6636078 822/076 F 992,000.00 ZZ
180 707,510.41 1
7.375 9,125.64 67
7.125 9,125.64
XXXXXX XX 00000 5 09/28/95 00
0005417476 05 12/01/95 0
0005417476 O 11/01/10
0
6636082 822/076 F 375,000.00 ZZ
360 350,414.88 1
7.750 2,686.55 61
7.500 2,686.55
XXXXXXXXX XX 00000 5 10/17/95 00
0005421336 05 12/01/95 0
0005421336 O 11/01/25
0
6636084 822/076 F 466,000.00 ZZ
120 132,330.89 1
6.875 5,380.68 43
6.625 5,380.68
XXXXXXX XX 00000 2 02/15/94 00
0000000000 05 04/01/94 0
0000000000 O 03/01/04
0
6636086 822/076 F 352,000.00 ZZ
360 324,579.04 1
7.375 2,431.18 90
7.125 2,431.18
XXXXXXXXX XX 00000 1 11/17/95 10
0005427396 05 01/01/96 25
0005427396 O 12/01/25
0
6636092 822/076 F 312,000.00 ZZ
360 297,640.88 1
8.500 2,399.01 74
8.250 2,399.01
1
XXXXX XX 00000 5 10/17/96 00
0005466636 05 12/01/96 0
0005466636 O 11/01/26
0
6636096 822/076 F 285,000.00 ZZ
360 271,963.22 1
8.000 2,091.23 75
7.750 2,091.23
XXXXXXXXXX XX 00000 5 03/17/97 00
0006568202 05 05/01/97 0
0006568202 O 04/01/27
0
6890972 Q72/Q72 A 16,600.00 ZZ
120 13,688.32 1
13.500 252.78 42
13.000 252.75
XXXXXXX XX 00000 5 11/24/98 00
87523361 05 01/01/99 0
87523361 O 12/01/08
0
6891700 Q72/Q72 A 36,100.00 ZZ
360 35,656.91 1
10.800 338.34 79
10.300 338.34
XXXXXXX XX 00000 5 06/24/99 00
104311402 05 08/01/99 0
104311402 O 07/01/29
0
6892610 Q72/Q72 A 37,500.00 ZZ
360 37,055.60 1
12.100 388.62 75
11.600 388.62
XX XXXXXX XX 00000 2 03/26/99 00
82333360 05 05/01/99 0
82333360 O 04/01/29
0
6893952 Q72/Q72 A 20,000.00 ZZ
360 19,581.83 1
11.500 198.06 23
11.000 198.06
XXXXX XX 00000 5 04/22/99 00
85644771 05 06/01/99 0
85644771 O 05/01/29
0
1
6894186 Q72/Q72 A 71,500.00 ZZ
360 71,409.98 1
15.840 952.28 65
15.340 952.28
XXXXXXXXXX XX 00000 5 01/31/01 00
173931 05 03/01/01 0
173931 N 02/01/31
0
TOTAL NUMBER OF LOANS : 642
TOTAL ORIGINAL BALANCE : 101,021,773.82
TOTAL PRINCIPAL BALANCE : 84,791,615.84
TOTAL ORIGINAL P+I : 812,896.33
TOTAL CURRENT P+I : 812,897.11
***************************
* END OF REPORT *
***************************
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.27.53 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 ARM CUTOFF : 12/01/01
POOL : 0004562
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
--------------------------------------------------------------------------
3728821 .2500 13.2500
100,829.01 .0350 13.2150
8.8750 .0000 13.2150
8.6250 .0000 4.9650
8.5900 .0000 4.9650
8.5900 .0000
3741192 .3750 14.3750
177,778.64 .0350 14.3400
8.7500 .0000 14.3400
8.3750 .0000 2.5900
8.3400 .0000 2.5900
8.3400 .0000
3790376 .2500 12.7500
179,404.75 .0350 12.7150
8.2500 .0000 12.7150
8.0000 .0000 4.4650
7.9650 .0000 4.4650
7.9650 .0000
4129110 .5000 15.1250
12,482.10 .7050 14.4200
6.3750 .0000 14.4200
5.8750 .0000 1.2950
5.1700 .0000 1.2950
5.1700 .0000
4129120 .5000 16.7500
60,982.50 .0350 16.7150
7.2500 .0000 16.7150
6.7500 .0000 2.4650
6.7150 .0000 2.4650
6.7150 .0000
4129542 .5000 17.5000
27,693.06 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
1
4129543 .5000 17.5000
27,775.04 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129544 .5000 17.5000
26,736.07 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129545 .5000 17.5000
27,768.22 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129546 .5000 17.5000
27,826.25 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129547 .5000 17.5000
26,850.94 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129549 .5000 17.5000
27,947.03 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129550 .5000 17.5000
27,957.04 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
4129551 .5000 17.5000
27,055.76 .7050 16.7950
8.5900 .0000 16.7950
8.0900 .0000 1.2950
7.3850 .0000 1.2950
7.3850 .0000
1
4130266 .5000 15.2500
49,033.95 .7050 14.5450
9.7500 .0000 14.5450
9.2500 .0000 3.2950
8.5450 .0000 3.2950
8.5450 .0000
4130267 .5000 15.2500
49,033.95 .7050 14.5450
9.7500 .0000 14.5450
9.2500 .0000 3.2950
8.5450 .0000 3.2950
8.5450 .0000
4130466 .5000 12.2500
57,563.59 .7050 11.5450
7.6250 .0000 11.5450
7.1250 .0000 2.7950
6.4200 .0000 2.7950
6.4200 .0000
4130628 .5000 12.5000
56,654.69 .7050 11.7950
7.0000 .0000 11.7950
6.5000 .0000 1.7950
5.7950 .0000 1.7950
5.7950 .0000
4291172 .5000 11.6250
279,944.47 .0350 11.5900
9.1200 .0000 11.5900
8.6200 .0000 2.4650
8.5850 .0000 2.4650
8.5850 .0000
4507392 .2500 12.7500
162,457.70 .0350 12.7150
8.0000 .0000 12.7150
7.7500 .0000 2.9650
7.7150 .0000 2.9650
7.7150 .0000
4689101 .5000 16.5000
33,743.18 .0350 16.4650
7.7500 .0000 16.4650
7.2500 .0000 2.4650
7.2150 .0000 2.4650
7.2150 .0000
4921502 .3750 12.6250
308,683.60 .0350 12.5900
8.0000 .0000 12.5900
7.6250 .0000 2.7150
7.5900 .0000 2.7150
7.5900 .0000
1
4921550 .3750 11.2500
158,115.34 .0350 11.2150
6.6250 .0000 11.2150
6.2500 .0000 2.3400
6.2150 .0000 2.3400
6.2150 .0000
4921673 .3750 12.2500
362,565.26 .0350 12.2150
7.6250 .0000 12.2150
7.2500 .0000 2.4650
7.2150 .0000 2.4650
7.2150 .0000
4934289 .5000 14.8750
88,402.18 .0350 14.8400
10.3750 .0000 14.8400
9.8750 .0000 3.5900
9.8400 .0000 3.5900
9.8400 .0000
4934307 .5000 15.2500
106,106.43 .0350 15.2150
10.8750 .0000 15.2150
10.3750 .0000 4.3400
10.3400 .0000 4.3400
10.3400 .0000
5035880 .2500 12.5000
132,927.49 .0350 12.4650
7.6250 .0000 12.4650
7.3750 .0000 3.2150
7.3400 .0000 3.2150
7.3400 .0000
5035881 .2500 12.5000
140,969.31 .0350 12.4650
8.0000 .0000 12.4650
7.7500 .0000 3.2150
7.7150 .0000 3.2150
7.7150 .0000
5035885 .2500 15.2500
152,920.47 .0350 15.2150
9.3750 .0000 15.2150
9.1250 .0000 4.2150
9.0900 .0000 4.2150
9.0900 .0000
5035889 .2500 11.6250
180,468.46 .0350 11.5900
7.7500 .0000 11.5900
7.5000 .0000 2.5900
7.4650 .0000 2.5900
7.4650 .0000
1
5035890 .2500 11.6250
235,976.51 .0350 11.5900
7.3750 .0000 11.5900
7.1250 .0000 2.5900
7.0900 .0000 2.5900
7.0900 .0000
5055146 .3750 11.2500
166,910.74 .0350 11.2150
6.6250 .0000 11.2150
6.2500 .0000 2.3400
6.2150 .0000 2.3400
6.2150 .0000
5105827 .3750 11.3750
151,665.36 .0350 11.3400
6.7500 .0000 11.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
5105829 .3750 11.3750
233,408.90 .0350 11.3400
6.7500 .0000 11.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
5105830 .3750 11.0000
161,609.01 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5105831 .3750 11.0000
173,039.66 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5105832 .3750 12.2500
195,750.97 .0350 12.2150
7.6250 .0000 12.2150
7.2500 .0000 2.3400
7.2150 .0000 2.3400
7.2150 .0000
5105833 .3750 11.0000
106,999.93 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
1
5105841 .3750 11.0000
235,748.49 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5123379 .3750 13.5000
17,206.11 .0350 13.4650
8.8750 .0000 13.4650
8.5000 .0000 2.3400
8.4650 .0000 2.3400
8.4650 .0000
5123394 .3750 11.7500
172,358.39 .0350 11.7150
7.0000 .0000 11.7150
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
5123396 .3750 12.8750
57,244.27 .0350 12.8400
8.2500 .0000 12.8400
7.8750 .0000 2.8400
7.8400 .0000 2.8400
7.8400 .0000
5123591 .3750 13.2500
146,682.40 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.8400
7.2150 .0000 2.8400
7.2150 .0000
5123604 .3750 13.5000
253,807.85 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.8400
7.4650 .0000 2.8400
7.4650 .0000
5123609 .3750 13.0000
57,144.33 .0350 12.9650
7.3750 .0000 12.9650
7.0000 .0000 2.3400
6.9650 .0000 2.3400
6.9650 .0000
5123611 .3750 13.2500
135,630.07 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.3400
7.2150 .0000 2.3400
7.2150 .0000
1
5123612 .3750 13.2500
44,200.71 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.8400
7.2150 .0000 2.8400
7.2150 .0000
5123615 .3750 13.2500
186,920.48 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.3400
7.2150 .0000 2.3400
7.2150 .0000
5123651 .3750 14.0000
38,972.92 .0350 13.9650
8.3750 .0000 13.9650
8.0000 .0000 2.8400
7.9650 .0000 2.8400
7.9650 .0000
5123665 .3750 13.5000
61,719.25 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.8400
7.4650 .0000 2.8400
7.4650 .0000
5123693 .3750 13.5000
144,489.65 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.3400
7.4650 .0000 2.3400
7.4650 .0000
5123712 .3750 14.1250
202,656.25 .0350 14.0900
8.5000 .0000 14.0900
8.1250 .0000 2.8400
8.0900 .0000 2.8400
8.0900 .0000
5123715 .3750 13.5000
121,379.11 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.3400
7.4650 .0000 2.3400
7.4650 .0000
5123719 .3750 14.6250
34,285.06 .0350 14.5900
9.0000 .0000 14.5900
8.6250 .0000 2.3400
8.5900 .0000 2.3400
8.5900 .0000
1
5123722 .3750 14.1250
140,349.42 .0350 14.0900
8.5000 .0000 14.0900
8.1250 .0000 2.8400
8.0900 .0000 2.8400
8.0900 .0000
5123731 .3750 13.5000
119,393.50 .0350 13.4650
6.7500 .0000 13.4650
6.3750 .0000 2.8400
6.3400 .0000 2.8400
6.3400 .0000
5123742 .3750 14.6250
163,970.55 .0350 14.5900
9.0000 .0000 14.5900
8.6250 .0000 2.3400
8.5900 .0000 2.3400
8.5900 .0000
5123743 .3750 13.8750
218,702.11 .0350 13.8400
8.2500 .0000 13.8400
7.8750 .0000 2.3400
7.8400 .0000 2.3400
7.8400 .0000
5123747 .3750 14.8750
765,916.30 .0350 14.8400
9.2500 .0000 14.8400
8.8750 .0000 2.8400
8.8400 .0000 2.8400
8.8400 .0000
5123756 .3750 14.1250
53,662.15 .0350 14.0900
8.5000 .0000 14.0900
8.1250 .0000 2.8400
8.0900 .0000 2.8400
8.0900 .0000
5123778 .3750 13.0000
79,502.34 .0350 12.9650
7.3750 .0000 12.9650
7.0000 .0000 2.8400
6.9650 .0000 2.8400
6.9650 .0000
5123779 .3750 13.3750
52,400.22 .0350 13.3400
7.7500 .0000 13.3400
7.3750 .0000 2.8400
7.3400 .0000 2.8400
7.3400 .0000
1
5124531 .3750 11.5000
95,809.32 .0350 11.4650
6.8750 .0000 11.4650
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
5124541 .3750 11.5000
21,812.18 .0350 11.4650
6.8750 .0000 11.4650
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
5124547 .3750 13.7500
31,892.61 .0350 13.7150
8.0000 .0000 13.7150
7.6250 .0000 2.8400
7.5900 .0000 2.8400
7.5900 .0000
5127571 .3750 12.8750
22,014.15 .0350 12.8400
6.9600 .0000 12.8400
6.5850 .0000 .3200
6.5500 .0000 .3200
6.5500 .0000
5127572 .3750 13.3750
22,359.96 .0350 13.3400
4.6000 .0000 13.3400
4.2250 .0000 .2100
4.1900 .0000 .2100
4.1900 .0000
5167327 .5000 15.0000
66,212.90 .0350 14.9650
11.1250 .0000 14.9650
10.6250 .0000 4.4150
10.5900 .0000 4.4150
10.5900 .0000
5167328 .5000 15.5500
52,427.26 .0350 15.5150
10.3750 .0000 15.5150
9.8750 .0000 5.6150
9.8400 .0000 5.6150
9.8400 .0000
5187218 .3750 11.3750
159,065.56 .0350 11.3400
6.7500 .0000 11.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
1
5187224 .3750 11.0000
182,353.02 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187225 .3750 11.0000
242,491.09 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187229 .3750 11.3750
413,635.23 .0350 11.3400
6.7500 .0000 11.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
5187235 .3750 11.0000
262,859.60 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187236 .3750 11.0000
206,279.91 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187238 .3750 11.0000
264,560.00 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187244 .3750 11.0000
342,326.57 .0350 10.9650
6.3750 .0000 10.9650
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
5187246 .3750 11.3750
263,835.59 .0350 11.3400
6.7500 .0000 11.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
1
5562674 .5000 18.0000
40,986.65 .0350 17.9650
11.5000 .0000 17.9650
11.0000 .0000 5.3400
10.9650 .0000 5.3400
10.9650 .0000
5640917 .2500 11.1250
491,633.73 .0350 11.0900
6.3750 .0000 11.0900
6.1250 .0000 2.9650
6.0900 .0000 2.9650
6.0900 .0000
5640919 .2500 11.7500
656,177.73 .0350 11.7150
7.0000 .0000 11.7150
6.7500 .0000 2.9650
6.7150 .0000 2.9650
6.7150 .0000
5661515 .5000 16.2500
62,607.56 .0350 16.2150
11.1250 .0000 16.2150
10.6250 .0000 4.8400
10.5900 .0000 4.8400
10.5900 .0000
5661524 .5000 17.2500
86,192.34 .0350 17.2150
10.7500 .0000 17.2150
10.2500 .0000 5.3400
10.2150 .0000 5.3400
10.2150 .0000
5661525 .5000 18.2500
165,126.52 .0350 18.2150
11.7500 .0000 18.2150
11.2500 .0000 6.3400
11.2150 .0000 6.3400
11.2150 .0000
5661535 .5000 17.1000
111,336.85 .0350 17.0650
11.8750 .0000 17.0650
11.3750 .0000 5.2150
11.3400 .0000 5.2150
11.3400 .0000
5661542 .5000 16.2500
125,268.85 .0350 16.2150
9.7500 .0000 16.2150
9.2500 .0000 4.8400
9.2150 .0000 4.8400
9.2150 .0000
1
5661624 .5000 16.7250
54,582.97 .0350 16.6900
10.2250 .0000 16.6900
9.7250 .0000 4.4650
9.6900 .0000 4.4650
9.6900 .0000
6635822 .3750 18.1250
193,562.04 .0350 18.0900
5.8750 .0000 18.0900
5.5000 .0000 1.1900
5.4650 .0000 1.1900
5.4650 .0000
6635824 .3750 14.8750
390,949.68 .0350 14.8400
7.1250 .0000 14.8400
6.7500 .0000 2.5900
6.7150 .0000 2.5900
6.7150 .0000
6635826 .3750 14.1250
251,261.07 .0350 14.0900
7.2500 .0000 14.0900
6.8750 .0000 2.0900
6.8400 .0000 2.0900
6.8400 .0000
6635832 .3750 11.1250
951,230.83 .0350 11.0900
7.5000 .0000 11.0900
7.1250 .0000 2.3400
7.0900 .0000 2.3400
7.0900 .0000
6635836 .3750 12.1250
338,983.14 .0350 12.0900
7.5000 .0000 12.0900
7.1250 .0000 2.2150
7.0900 .0000 2.2150
7.0900 .0000
6635842 .3750 10.0000
259,039.51 .0350 9.9650
7.2500 .0000 9.9650
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6635846 .3750 16.1250
204,328.72 .0350 16.0900
6.3750 .0000 16.0900
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
1
6635848 .3750 12.6250
36,189.61 .0350 12.5900
7.1250 .0000 12.5900
6.7500 .0000 2.3400
6.7150 .0000 2.3400
6.7150 .0000
6635850 .3750 12.6250
314,313.74 .0350 12.5900
6.8750 .0000 12.5900
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6635852 .3750 11.0000
314,172.70 .0350 10.9650
7.0000 .0000 10.9650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6635854 .3750 11.8750
399,556.85 .0350 11.8400
6.7500 .0000 11.8400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6635856 .3750 12.3750
244,513.14 .0350 12.3400
7.1250 .0000 12.3400
6.7500 .0000 2.2150
6.7150 .0000 2.2150
6.7150 .0000
6635858 .3750 12.3750
229,520.33 .0350 12.3400
7.2500 .0000 12.3400
6.8750 .0000 1.9650
6.8400 .0000 1.9650
6.8400 .0000
6635862 .3750 13.1250
268,766.24 .0350 13.0900
6.6250 .0000 13.0900
6.2500 .0000 1.9650
6.2150 .0000 1.9650
6.2150 .0000
6635864 .3750 14.1250
301,504.23 .0350 14.0900
8.7500 .0000 14.0900
8.3750 .0000 2.2150
8.3400 .0000 2.2150
8.3400 .0000
1
6635866 .3750 13.6250
280,205.60 .0350 13.5900
6.6260 .0000 13.5900
6.2510 .0000 1.9650
6.2160 .0000 1.9650
6.2160 .0000
6635868 .3750 15.2500
235,468.80 .0350 15.2150
5.8750 .0000 15.2150
5.5000 .0000 2.2150
5.4650 .0000 2.2150
5.4650 .0000
6635870 .3750 12.8750
474,844.37 .0350 12.8400
7.1250 .0000 12.8400
6.7500 .0000 1.9650
6.7150 .0000 1.9650
6.7150 .0000
6635872 .3750 17.3750
207,497.20 .0350 17.3400
6.1250 .0000 17.3400
5.7500 .0000 1.5900
5.7150 .0000 1.5900
5.7150 .0000
6635874 .3750 13.3750
228,075.25 .0350 13.3400
6.7500 .0000 13.3400
6.3750 .0000 2.2150
6.3400 .0000 2.2150
6.3400 .0000
6635876 .3750 12.3750
221,778.06 .0350 12.3400
7.1250 .0000 12.3400
6.7500 .0000 1.9650
6.7150 .0000 1.9650
6.7150 .0000
6635878 .3750 9.5000
309,030.10 .0350 9.4650
7.0000 .0000 9.4650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6635884 .3750 11.3750
494,394.38 .0350 11.3400
6.3750 .0000 11.3400
6.0000 .0000 2.3400
5.9650 .0000 2.3400
5.9650 .0000
1
6635900 .3750 10.7500
420,874.94 .0350 10.7150
7.1250 .0000 10.7150
6.7500 .0000 2.3400
6.7150 .0000 2.3400
6.7150 .0000
6635914 .3750 13.5000
264,926.57 .0350 13.4650
7.0000 .0000 13.4650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6635920 .3750 11.0000
269,683.76 .0350 10.9650
7.3750 .0000 10.9650
7.0000 .0000 2.3400
6.9650 .0000 2.3400
6.9650 .0000
6635924 .3750 10.3750
234,592.95 .0350 10.3400
6.7500 .0000 10.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6635930 .3750 15.1250
449,354.25 .0350 15.0900
8.6250 .0000 15.0900
8.2500 .0000 2.3400
8.2150 .0000 2.3400
8.2150 .0000
6635940 .3750 10.5000
367,614.25 .0350 10.4650
6.8750 .0000 10.4650
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6635946 .3750 12.2500
424,898.60 .0350 12.2150
6.6250 .0000 12.2150
6.2500 .0000 2.3400
6.2150 .0000 2.3400
6.2150 .0000
6635948 .3750 10.1250
325,459.07 .0350 10.0900
6.5000 .0000 10.0900
6.1250 .0000 2.3400
6.0900 .0000 2.3400
6.0900 .0000
1
6635960 .3750 12.0000
287,684.26 .0350 11.9650
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7.4650 .0000
6636306 .3750 13.1250
341,582.22 .0350 13.0900
7.1250 .0000 13.0900
6.7500 .0000 2.3400
6.7150 .0000 2.3400
6.7150 .0000
6636308 .3750 13.2500
317,627.68 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.3400
7.2150 .0000 2.3400
7.2150 .0000
1
6636310 .3750 12.5000
48,262.17 .0350 12.4650
7.0000 .0000 12.4650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636312 .3750 11.7500
266,103.58 .0350 11.7150
7.0000 .0000 11.7150
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636314 .3750 13.3750
273,573.25 .0350 13.3400
7.7500 .0000 13.3400
7.3750 .0000 2.3400
7.3400 .0000 2.3400
7.3400 .0000
6636316 .3750 12.5000
450,729.17 .0350 12.4650
7.0000 .0000 12.4650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636318 .3750 12.8750
260,173.61 .0350 12.8400
6.8750 .0000 12.8400
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6636320 .3750 12.8750
462,518.77 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636322 .3750 12.8750
284,792.52 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636324 .3750 13.1250
364,738.61 .0350 13.0900
7.5000 .0000 13.0900
7.1250 .0000 2.3400
7.0900 .0000 2.3400
7.0900 .0000
1
6636330 .3750 13.2500
311,870.64 .0350 13.2150
7.6250 .0000 13.2150
7.2500 .0000 2.3400
7.2150 .0000 2.3400
7.2150 .0000
6636332 .3750 12.8750
436,209.91 .0350 12.8400
6.8750 .0000 12.8400
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6636334 .3750 12.7500
383,887.48 .0350 12.7150
6.8750 .0000 12.7150
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6636336 .3750 12.5000
465,014.66 .0350 12.4650
6.8750 .0000 12.4650
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6636338 .3750 13.5000
325,600.01 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.3400
7.4650 .0000 2.3400
7.4650 .0000
6636340 .3750 13.8750
273,278.80 .0350 13.8400
7.0000 .0000 13.8400
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636342 .3750 13.7500
490,365.91 .0350 13.7150
8.1250 .0000 13.7150
7.7500 .0000 2.3400
7.7150 .0000 2.3400
7.7150 .0000
6636344 .3750 13.6250
393,007.28 .0350 13.5900
7.0000 .0000 13.5900
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
1
6636346 .3750 12.8750
275,396.83 .0350 12.8400
7.0000 .0000 12.8400
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636348 .3750 13.3750
267,274.51 .0350 13.3400
7.7500 .0000 13.3400
7.3750 .0000 2.3400
7.3400 .0000 2.3400
7.3400 .0000
6636350 .3750 13.0000
363,406.02 .0350 12.9650
7.0000 .0000 12.9650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636352 .3750 12.7500
310,614.32 .0350 12.7150
7.1250 .0000 12.7150
6.7500 .0000 2.3400
6.7150 .0000 2.3400
6.7150 .0000
6636354 .3750 12.6250
353,255.53 .0350 12.5900
7.0000 .0000 12.5900
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636356 .3750 12.7500
459,260.81 .0350 12.7150
7.1250 .0000 12.7150
6.7500 .0000 2.3400
6.7150 .0000 2.3400
6.7150 .0000
6636358 .3750 12.8750
474,594.12 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636360 .3750 12.8750
356,664.35 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
1
6636362 .3750 12.8750
416,906.83 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636364 .3750 11.8750
285,607.19 .0350 11.8400
6.2500 .0000 11.8400
5.8750 .0000 2.3400
5.8400 .0000 2.3400
5.8400 .0000
6636366 .3750 12.3750
621,113.59 .0350 12.3400
6.7500 .0000 12.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6636368 .3750 12.8750
288,498.38 .0350 12.8400
7.2500 .0000 12.8400
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636370 .3750 13.1250
260,151.59 .0350 13.0900
8.1250 .0000 13.0900
7.7500 .0000 2.8400
7.7150 .0000 2.8400
7.7150 .0000
6636372 .3750 11.8750
311,669.83 .0350 11.8400
9.3750 .0000 11.8400
9.0000 .0000 2.8400
8.9650 .0000 2.8400
8.9650 .0000
6636374 .3750 11.8750
397,671.22 .0350 11.8400
6.7500 .0000 11.8400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6636376 .3750 11.0000
245,277.11 .0350 10.9650
6.2500 .0000 10.9650
5.8750 .0000 1.5900
5.8400 .0000 1.5900
5.8400 .0000
1
6636378 .3750 12.3750
324,306.93 .0350 12.3400
8.1250 .0000 12.3400
7.7500 .0000 2.8400
7.7150 .0000 2.8400
7.7150 .0000
6636380 .3750 9.2500
257,108.66 .0350 9.2150
6.7500 .0000 9.2150
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6636382 .3750 11.6250
281,800.59 .0350 11.5900
6.8750 .0000 11.5900
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
6636384 .3750 11.1250
249,968.80 .0350 11.0900
7.5000 .0000 11.0900
7.1250 .0000 2.3400
7.0900 .0000 2.3400
7.0900 .0000
6636386 .3750 9.1250
315,352.78 .0350 9.0900
7.2500 .0000 9.0900
6.8750 .0000 2.3400
6.8400 .0000 2.3400
6.8400 .0000
6636388 .3750 13.1250
437,280.44 .0350 13.0900
7.0000 .0000 13.0900
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636390 .3750 13.0000
452,492.01 .0350 12.9650
7.0000 .0000 12.9650
6.6250 .0000 2.3400
6.5900 .0000 2.3400
6.5900 .0000
6636392 .3750 10.8750
413,284.70 .0350 10.8400
6.8750 .0000 10.8400
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
1
6636394 .3750 13.0000
288,524.57 .0350 12.9650
7.3750 .0000 12.9650
7.0000 .0000 2.3400
6.9650 .0000 2.3400
6.9650 .0000
6636396 .3750 12.3750
969,774.12 .0350 12.3400
6.7500 .0000 12.3400
6.3750 .0000 2.3400
6.3400 .0000 2.3400
6.3400 .0000
6636398 .3750 13.5000
344,356.98 .0350 13.4650
7.8750 .0000 13.4650
7.5000 .0000 2.3400
7.4650 .0000 2.3400
7.4650 .0000
6651824 .3750 17.6250
118,402.92 .0350 17.5900
7.6250 .0000 17.5900
7.2500 .0000 2.3900
7.2150 .0000 2.3900
7.2150 .0000
6651826 .3750 10.7500
264,828.74 .0350 10.7150
6.8750 .0000 10.7150
6.5000 .0000 2.3400
6.4650 .0000 2.3400
6.4650 .0000
TOTAL NUMBER OF LOANS: 283
TOTAL BALANCE........: 80,300,496.75
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.27.53 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 ARM ARM SUMMARY REPORT CUTOFF : 12/01/01
POOL : 0004562
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.3285 4.6000 11.8750
RFC NET RATE 6.9544 4.2250 11.3750
NET MTG RATE(INVSTR RATE) 6.9155 4.1900 11.3400
POST STRIP RATE 6.9155 4.1900 11.3400
SUB SERV FEE .3740 .2500 .5000
MSTR SERV FEE .0389 .0350 .7050
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 12.5831 .0000 18.2500
MAX NET MTG RT(MAX INV RT) 12.5442 -.0350 18.2150
MAX POST STRIP RATE 12.5442 -.0350 18.2150
INV RATE MARGIN 2.4177 .2100 6.3400
POST STRIP MARGIN 2.4177 .2100 6.3400
TOTAL NUMBER OF LOANS: 283
TOTAL BALANCE........: 80,300,496.75
***************************
* END OF REPORT *
***************************
RUN ON : 01/08/02 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 09.27.53 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2001-RM2 ARM CUTOFF : 12/01/01
POOL : 0004562
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
3728821 8.8750 102,000.00 100
XXXXXX DAN 8.8750 100,829.01 ZZ
8.6250 713.20 1
13.5000 809.41 77
XXXX XX 00000 13.2500 08/17/00
7844806 .0000 10/01/00 00
0400200820 .0000 09/01/30 0
0 5.2500 09/01/01 09/01/02
T14/W60 5.0000 10/01/01 10/01/02
45 5.5000 .0000 .0000
A 9.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3741192 8.7500 180,000.00 100
FOGUTH XXXX 8.7500 177,778.64 T
8.3750 1,416.07 1
14.7500 1,416.07 80
XXXXXXXX XX 00000 14.3750 03/07/00
382820 .0000 05/01/00 00
382820 .0000 04/01/30 0
0 3.0000 04/01/03 04/01/03
1
B76/B76 2.6250 05/01/03 05/01/03
45 6.7500 .0000 .0000
A 10.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3790376 8.2500 181,500.00 100
HEMP ANNETTE 8.2500 179,404.75 ZZ
8.0000 1,207.52 1
13.0000 1,360.51 83
XXXXXXXX XX 00000 12.7500 08/31/00
7846686 .0000 11/01/00 23
0400252417 .0000 10/01/30 0
0 4.7500 10/01/01 10/01/02
T14/W60 4.5000 11/01/01 11/01/02
45 5.0000 .0000 .0000
A 9.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
4129110 6.3750 19,000.00 000
XXXXX XXXXXXX 0.0000 12,482.10 ZZ
5.8750 165.00 1
15.6250 121.47 95
XXXXXX XX 00000 15.1250 04/09/84
0009073860 4.1250 06/01/84 00
0009073860 3.6250 05/01/14 0
0 2.5000 05/01/85 05/01/02
W29/N60 2.0000 06/01/85 06/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
0.0000 X X .0000
.0000 S U .1250
5.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
4129120 7.2500 77,631.18 100
XXXXXXXX XXXX 7.2500 60,982.50 ZZ
6.7500 717.12 1
17.2500 587.04 65
XXXXXX XX 00000 16.7500 11/12/98
1
0009095157 .0000 12/01/98 00
0009095157 .0000 08/01/15 0
0 3.0000 08/01/99 08/01/02
W29/N60 2.5000 09/01/99 09/01/02
45 9.2500 .0000 .0000
A 13.2500 12 12
201 1 2.0000 2.0000
8.8750 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129542 8.5900 39,000.00 100
KARAM CASH 8.5900 27,693.06 ZZ
8.0900 401.16 1
18.0000 294.27 000
XX XXXX XX 00000 17.5000 12/31/84
0320139553 .0000 02/01/85 00
0320139553 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129543 8.5900 39,000.00 100
KARAM CASH 8.5900 27,775.04 ZZ
8.0900 401.16 1
18.0000 295.53 000
XX XXXX XX 00000 17.5000 12/31/84
0320139587 .0000 02/01/85 00
0320139587 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 4 00 00/00/00
.0000 09 0 00/00/00
N .0000
4129544 8.5900 39,000.00 100
KARAM CASH 8.5900 26,736.07 ZZ
1
8.0900 401.16 1
18.0000 294.25 000
XX XXXX XX 00000 17.5000 12/31/84
0320139629 .0000 02/01/85 00
0320139629 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129545 8.5900 39,000.00 100
KARAM CASH 8.5900 27,768.22 ZZ
8.0900 401.16 1
18.0000 295.61 000
XX XXXX XX 00000 17.5000 12/31/84
0320139652 .0000 02/01/85 00
0320139652 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129546 8.5900 39,000.00 100
KARAM CASH 8.5900 27,826.25 ZZ
8.0900 401.16 1
18.0000 295.68 000
XX XXXX XX 00000 17.5000 12/31/84
0320139686 .0000 02/01/85 00
0320139686 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
4129547 8.5900 39,000.00 100
KARAM INVESTMEN 8.5900 26,850.94 ZZ
8.0900 401.16 1
18.0000 285.32 000
XX XXXX XX 00000 17.5000 12/31/84
0320139744 .0000 02/01/85 00
0320139744 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129549 8.5900 39,000.00 100
KARAM CASH 8.5900 27,947.03 ZZ
8.0900 401.16 1
18.0000 296.97 000
XX XXXX XX 00000 17.5000 12/31/84
0320139769 .0000 02/01/85 00
0320139769 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 09 0 00/00/00
N .0000
4129550 8.5900 39,000.00 100
KARAM CASH 8.5900 27,957.04 ZZ
8.0900 401.16 1
18.0000 297.07 000
XX XXXX XX 00000 17.5000 12/31/84
0320139777 .0000 02/01/85 00
0320139777 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4129551 8.5900 39,000.00 100
KARAM INVESTMEN 8.5900 27,055.76 ZZ
8.0900 401.16 1
18.0000 287.50 000
XX XXXX XX 00000 17.5000 12/31/84
0320139793 .0000 02/01/85 00
0320139793 .0000 01/01/15 0
0 2.5000 01/01/86 01/01/02
W29/N60 2.0000 02/01/86 02/01/02
1 .0000 .0000 .0000
A .0000 12 12
360 1 .0000 .0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4130266 9.7500 49,600.00 100
XXXXXXX XXXXXXX 9.7500 49,033.95 ZZ
9.2500 426.15 2
15.7500 426.53 80
XXXXXX XX 00000 15.2500 11/12/99
0533156720 9.7500 01/01/00 00
0533156720 9.2500 12/01/29 0
0 4.5000 12/01/00 12/01/02
W29/N60 4.0000 01/01/01 01/01/03
45 9.7500 .0000 .0000
A 11.7500 12 12
360 1 2.0000 2.0000
0.0000 X X .0000
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4130267 9.7500 49,600.00 100
XXXXXXX XXXXXXX 9.7500 49,033.95 ZZ
9.2500 426.15 2
15.7500 426.53 80
XXXXXX XX 00000 15.2500 11/12/99
0533156724 9.7500 01/01/00 00
0533156724 9.2500 12/01/29 0
0 4.5000 12/01/00 12/01/02
W29/N60 4.0000 01/01/01 01/01/03
45 9.7500 .0000 .0000
A 11.7500 12 12
1
360 1 2.0000 2.0000
0.0000 X X .0000
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4130466 7.6250 58,800.00 100
XXXXXXXX XXXX 7.6250 57,563.59 ZZ
7.1250 381.38 2
12.7500 416.28 80
XXXXXXXXX XX 00000 12.2500 08/27/99
0666393116 6.7500 10/01/99 00
0666393116 6.2500 09/01/29 0
0 4.0000 09/01/00 09/01/02
W29/N60 3.5000 10/01/00 10/01/02
45 6.7500 .0000 .0000
A 8.7500 12 12
360 1 2.0000 2.0000
0.0000 X X .0000
.0000 S U .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
4130628 7.0000 60,796.00 100
XXXXXX XXXX 7.0000 56,654.69 ZZ
6.5000 404.48 1
13.0000 406.65 79
XXXXXXXXXXXX XX 00000 12.5000 11/30/95
0983768964 7.0000 01/01/96 00
0983768964 6.5000 12/01/25 0
0 3.0000 12/01/96 12/01/02
W29/N60 2.5000 01/01/97 01/01/03
45 7.0000 .0000 .0000
A 9.0000 12 12
360 1 2.0000 2.0000
0.0000 X X .0000
.0000 S U .1250
.0000 1 00 00/00/00
.0000 27 0 00/00/00
O .0000
4291172 9.1200 300,000.00 100
XXXXXXX XXXXX 9.1200 279,944.47 ZZ
8.6200 2,021.16 1
12.1250 2,397.23 53
XXXX XX 00000 11.6250 12/08/95
7865520 .0000 02/01/96 00
0899019939 .0000 01/01/26 0
0 3.0000 01/01/01 01/01/02
1
Q72/W60 2.5000 02/01/01 02/01/02
45 5.1250 .0000 .0000
A 9.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
.0000 S N .1250
.0000 1 01 01/08/97
.0000 00 X 00/00/00
O .5000
4507392 8.0000 167,000.00 100
XXXXXXX XXXX 8.0000 162,457.70 ZZ
7.7500 1,225.39 1
13.0000 1,225.39 000
XXXXXX XXXX XX XX 00000 12.7500 11/04/98
0161410018 .0000 01/01/99 23
0161410018 .0000 12/01/28 0
0 3.2500 12/01/03 12/01/03
926/926 3.0000 01/01/04 01/01/04
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VOMERO ERNEST 7.6250 373,404.34 ZZ
1
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DARIEN CT 06820 11.1250 11/17/95
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ESHAGHIAN MEHRDAD 8.2500 366,314.99 ZZ
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PACIFIC PALISA CA 90272 13.8750 05/17/95
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MINCH JEFFREY 6.8750 465,014.66 ZZ
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0 2.7500 10/01/98 10/01/02
822/X14 2.3750 11/01/98 11/01/02
45 4.8750 .0000 .0000
A 8.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636338 7.8750 348,000.00 100
KRUGLINSKI PETER 7.8750 325,600.01 ZZ
7.5000 2,523.24 1
13.8750 2,523.24 80
SAN GABRIEL CA 91775 13.5000 10/18/95
0214956439 .0000 12/01/95 00
0214956439 .0000 11/01/25 0
0 2.7500 11/01/02 11/01/02
822/X14 2.3750 12/01/02 12/01/02
45 2.8750 .0000 .0000
A 12.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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1
.0000 2 00 00/00/00
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O .0000
6636340 7.0000 292,000.00 100
MADDEN MARK 7.0000 273,278.80 ZZ
6.6250 2,193.70 1
14.2500 1,964.12 69
SANTA BARBARA CA 93109 13.8750 10/20/95
0214965265 .0000 12/01/95 00
0214965265 .0000 11/01/25 0
0 2.7500 11/01/98 11/01/02
822/X14 2.3750 12/01/98 12/01/02
45 6.2500 .0000 .0000
A 10.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 2 00 00/00/00
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O .0000
6636342 8.1250 522,500.00 100
TRIPHON E 8.1250 490,365.91 ZZ
7.7500 3,879.55 1
14.1250 3,879.55 65
SAN DIEGO CA 92037 13.7500 10/17/95
0214968533 .0000 12/01/95 00
0214968533 .0000 11/01/25 0
0 2.7500 11/01/02 11/01/02
822/X14 2.3750 12/01/02 12/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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6636344 7.0000 419,000.00 100
LAWRENCE STEVE 7.0000 393,007.28 ZZ
6.6250 3,074.47 1
14.0000 2,824.64 65
SCOTTSDALE AZ 85258 13.6250 10/17/95
0214972162 .0000 12/01/95 00
0214972162 .0000 11/01/25 0
0 2.7500 11/01/00 11/01/02
822/X14 2.3750 12/01/00 12/01/02
45 .0000 .0000 .0000
A .0000 12 12
1
360 1 2.0000 2.0000
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O .0000
6636346 7.0000 295,000.00 100
ELSON NANNETTE 7.0000 275,396.83 ZZ
6.6250 2,012.42 1
13.2500 1,979.35 52
CRYSTAL RIVER FL 34429 12.8750 10/27/95
0214995106 .0000 12/01/95 00
0214995106 .0000 11/01/25 0
0 2.7500 11/01/98 11/01/02
822/X14 2.3750 12/01/98 12/01/02
45 5.2500 .0000 .0000
A 9.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636348 7.7500 288,000.00 100
PETERSEN MARK 7.7500 267,274.51 ZZ
7.3750 2,063.27 1
13.7500 2,063.27 80
TUALATIN OR 97062 13.3750 06/24/97
0215756515 .0000 09/01/97 00
0215756515 .0000 08/01/27 0
0 2.7500 08/01/04 08/01/04
822/X14 2.3750 09/01/04 09/01/04
45 2.7500 .0000 .0000
A 12.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636350 7.0000 378,750.00 100
FREDERICKSEN CARL 7.0000 363,406.02 ZZ
6.6250 2,615.93 1
13.3750 2,535.23 75
LAS VEGAS NV 89134 13.0000 10/24/97
0215883319 .0000 12/01/97 00
0215883319 .0000 11/01/27 0
0 2.7500 11/01/00 11/01/02
1
822/X14 2.3750 12/01/00 12/01/02
45 5.3750 .0000 .0000
A 9.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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6636352 7.1250 325,000.00 100
BENSON GERALD 7.1250 310,614.32 ZZ
6.7500 2,189.59 1
13.1250 2,189.59 62
STOCKTON CA 95212 12.7500 10/30/97
0215886999 .0000 01/01/98 00
0215886999 .0000 12/01/27 0
0 2.7500 12/01/02 12/01/02
822/X14 2.3750 01/01/03 01/01/03
45 2.7500 .0000 .0000
A 12.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636354 7.0000 370,000.00 100
HABIB IZCHAK 7.0000 353,255.53 ZZ
6.6250 2,461.62 1
13.0000 2,461.62 72
PALO ALTO CA 94306 12.6250 11/17/97
0215899885 .0000 01/01/98 00
0215899885 .0000 12/01/27 0
0 2.7500 12/01/02 12/01/02
822/X14 2.3750 01/01/03 01/01/03
45 2.7500 .0000 .0000
A 12.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636356 7.1250 480,000.00 100
NELSON CHRIS 7.1250 459,260.81 ZZ
6.7500 3,233.85 1
13.1250 3,233.85 67
PARK CITY UT 84068 12.7500 12/18/97
1
0215924048 .0000 02/01/98 00
0215924048 .0000 01/01/28 0
0 2.7500 01/01/03 01/01/03
822/X14 2.3750 02/01/03 02/01/03
45 2.7500 .0000 .0000
A 12.1250 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636358 7.2500 495,000.00 100
MCCLURE CINDY 7.2500 474,594.12 ZZ
6.8750 3,376.77 1
13.2500 3,376.77 66
CAMAS WA 98607 12.8750 12/26/97
0215932793 .0000 03/01/98 00
0215932793 .0000 02/01/28 0
0 2.7500 02/01/03 02/01/03
822/X14 2.3750 03/01/03 03/01/03
45 2.7500 .0000 .0000
A 12.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636360 7.2500 372,000.00 100
VAN_GIESEN DONALD 7.2500 356,664.35 ZZ
6.8750 2,537.70 1
13.2500 2,537.70 66
SANTA ROSA CA 95404 12.8750 01/15/98
0215944467 .0000 03/01/98 00
0215944467 .0000 02/01/28 0
0 2.7500 02/01/03 02/01/03
822/X14 2.3750 03/01/03 03/01/03
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 2 00 00/00/00
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O .0000
6636362 7.2500 435,000.00 100
ZOCKOLL CHRISTOPH 7.2500 416,906.83 ZZ
1
6.8750 2,967.47 1
13.2500 2,967.47 80
HENDERSON NV 89014 12.8750 01/15/98
0215963749 .0000 03/01/98 00
0215963749 .0000 02/01/28 0
0 2.7500 02/01/05 02/01/05
822/X14 2.3750 03/01/05 03/01/05
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 2 00 00/00/00
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O .0000
6636364 6.2500 300,000.00 100
BEWLEY PETER 6.2500 285,607.19 ZZ
5.8750 1,847.15 1
12.2500 1,847.15 34
OAKLAND CA 94611 11.8750 02/15/98
0216016513 .0000 04/01/98 00
0216016513 .0000 03/01/28 0
0 2.7500 03/01/03 03/01/03
822/X14 2.3750 04/01/03 04/01/03
45 2.7500 .0000 .0000
A 11.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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O .0000
6636366 6.7500 650,000.00 100
SILVERBERG SHELDON 6.7500 621,113.59 ZZ
6.3750 4,215.89 1
12.7500 4,215.89 73
SCOTTSDALE AZ 85255 12.3750 03/17/98
0216029656 .0000 05/01/98 00
0216029656 .0000 04/01/28 0
0 2.7500 04/01/03 04/01/03
822/X14 2.3750 05/01/03 05/01/03
45 2.7500 .0000 .0000
A 11.7500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
1
6636368 7.2500 300,000.00 100
THURBON IAN 7.2500 288,498.38 ZZ
6.8750 2,046.53 1
13.2500 2,046.53 76
PHOENIX AZ 85018 12.8750 05/17/98
0216180566 .0000 07/01/98 00
0216180566 .0000 06/01/28 0
0 2.7500 06/01/03 06/01/03
822/X14 2.3750 07/01/03 07/01/03
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 1 00 00/00/00
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O .0000
6636370 8.1250 290,000.00 100
GHANDER ATIF 8.1250 260,151.59 T
7.7500 2,027.72 1
13.5000 2,145.31 83
LAMOINE ME 04605 13.1250 02/15/93
0370087719 .0000 04/01/93 23
0370087719 .0000 03/01/23 0
0 3.2500 03/01/94 03/01/02
822/X14 2.8750 04/01/94 04/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636372 9.3750 347,000.00 100
COFFEY DAVID 9.3750 311,669.83 ZZ
9.0000 2,136.54 1
12.2500 2,830.03 82
NORWICH VT 05055 11.8750 12/18/92
0370093884 .0000 02/01/93 23
0370093884 .0000 01/01/23 0
0 3.2500 01/01/94 01/01/02
822/X14 2.8750 02/01/94 02/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636374 6.7500 448,000.00 100
LOVENHEIM DAVID 6.7500 397,671.22 ZZ
6.3750 2,758.42 1
12.2500 2,956.07 80
ROCHESTER NY 14610 11.8750 11/25/92
0370196273 .0000 01/01/93 23
0370196273 .0000 12/01/22 0
0 2.7500 12/01/93 12/01/02
822/X14 2.3750 01/01/94 01/01/03
45 4.2500 .0000 .0000
A 8.2500 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 01 12/01/93
.0000 05 0 12/01/97
O 6.2500
6636376 6.2500 280,000.00 100
STOCKS WILLIAM 6.2500 245,277.11 ZZ
5.8750 1,567.92 1
11.3750 1,753.51 75
SHELBURNE VT 05482 11.0000 10/17/92
0370315766 .0000 12/01/92 00
0370315766 .0000 11/01/22 0
0 2.0000 11/01/93 11/01/02
822/X14 1.6250 12/01/93 12/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636378 8.1250 360,000.00 100
PHILLIPS JOSEPH 8.1250 324,306.93 ZZ
7.7500 2,334.95 1
12.7500 2,674.36 82
THETFORD VT 05074 12.3750 02/15/93
0370487762 .0000 04/01/93 23
0370487762 .0000 03/01/23 0
0 3.2500 03/01/94 03/01/02
822/X14 2.8750 04/01/94 04/01/02
45 .0000 .0000 .0000
A .0000 12 12
1
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636380 6.7500 287,000.00 100
ROBFOGEL SUSAN 6.7500 257,108.66 ZZ
6.3750 1,308.87 1
9.6250 1,872.03 70
ROCHESTER NY 14610 9.2500 11/17/93
0370713685 .0000 01/01/94 00
0370713685 .0000 12/01/23 0
0 2.7500 12/01/94 12/01/02
822/X14 2.3750 01/01/95 01/01/03
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
6636382 6.8750 308,000.00 100
CRUM ANDREW 6.8750 281,800.59 ZZ
6.5000 1,846.62 1
12.0000 2,053.67 80
SOUTH SALEM NY 10590 11.6250 06/01/94
0371150292 .0000 07/01/94 00
0371150292 .0000 06/01/24 0
0 2.7500 06/01/95 06/01/02
822/X14 2.3750 07/01/95 07/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636384 7.5000 277,900.00 100
HUTCHINS DONALD 7.5000 249,968.80 ZZ
7.1250 1,577.89 1
11.5000 1,924.71 51
LONGMEADOW MA 01106 11.1250 03/18/94
0371255825 .0000 05/01/94 00
0371255825 .0000 04/01/24 0
0 2.7500 04/01/97 04/01/02
1
822/X14 2.3750 05/01/97 05/01/02
45 3.5000 .0000 .0000
A 7.5000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636386 7.2500 350,000.00 100
SCHWARTZ MONIQUE 7.2500 315,352.78 ZZ
6.8750 1,571.66 1
9.5000 2,375.15 87
HANOVER NJ 07950 9.1250 04/17/94
0371289985 .0000 06/01/94 23
0371289985 .0000 05/01/24 0
0 2.7500 05/01/95 05/01/02
822/X14 2.3750 06/01/95 06/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636388 7.0000 468,000.00 100
FLAMM LEONARD 7.0000 437,280.44 ZZ
6.6250 3,272.33 1
13.5000 3,142.85 80
CLOSTER NJ 07624 13.1250 10/17/95
0371704978 .0000 12/01/95 00
0371704978 .0000 11/01/25 0
0 2.7500 11/01/00 11/01/02
822/X14 2.3750 12/01/00 12/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636390 7.0000 485,000.00 100
SESSOMS ALLEN 7.0000 452,492.01 ZZ
6.6250 3,349.77 1
13.3750 3,252.18 74
CHESTNUT HILL MA 02167 13.0000 10/17/95
1
0371811201 .0000 12/01/95 00
0371811201 .0000 11/01/25 0
0 2.7500 11/01/00 11/01/02
822/X14 2.3750 12/01/00 12/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636392 6.8750 650,000.00 100
FRANK STEPHAN 6.8750 413,284.70 ZZ
6.5000 3,589.32 1
11.2500 2,818.13 33
DARIEN CT 06820 10.8750 08/17/98
0372486046 .0000 10/01/98 00
0372486046 .0000 09/01/28 0
0 2.7500 09/01/99 09/01/02
822/X14 2.3750 10/01/99 10/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636394 7.3750 299,100.00 100
HOOD JEANNE 7.3750 288,524.57 ZZ
7.0000 2,065.81 1
13.3750 2,065.81 75
LAS VEGAS NV 89117 13.0000 06/17/98
0372743297 .0000 08/01/98 00
0372743297 .0000 07/01/28 0
0 2.7500 07/01/05 07/01/05
822/X14 2.3750 08/01/05 08/01/05
45 2.7500 .0000 .0000
A 12.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 03 0 00/00/00
O .0000
6636396 6.7500 1,000,000.00 100
CLIFFORD JOHN 6.7500 969,774.12 ZZ
1
6.3750 6,612.51 1
12.7500 6,612.51 34
HOPEWELL TOWNS NJ 07030 12.3750 08/12/99
0372750675 .0000 09/01/99 00
0372750675 .0000 11/01/27 0
0 2.7500 11/01/02 11/01/02
822/X14 2.3750 12/01/02 12/01/02
45 4.7500 .0000 .0000
A 8.7500 12 12
339 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
6636398 7.8750 360,000.00 100
HUOT VICTORIA 7.8750 344,356.98 ZZ
7.5000 2,610.25 1
13.8750 2,610.25 85
FRAMINGHAM MA 01701 13.5000 06/13/97
1000094505 .0000 08/01/97 14
1000094505 .0000 07/01/27 12
0 2.7500 07/01/02 07/01/02
822/X14 2.3750 08/01/02 08/01/02
45 2.8750 .0000 .0000
A 12.8750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
6651824 7.6250 312,000.00 100
MCCARTHY KATHERINE 7.6250 118,402.92 ZZ
7.2500 2,912.47 1
18.0000 1,229.91 80
LONGMEADOW MA 01106 17.6250 10/15/85
0000332293 .0000 06/01/86 00
0000332293 .0000 05/01/16 0
0 2.8000 05/01/87 05/01/02
822/076 2.4250 06/01/87 06/01/02
45 9.7500 .0000 .0000
A 11.7500 12 12
360 1 1.0000 1.0000
7.2500 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
6651826 6.8750 301,000.00 100
CHANTRY CAROLINE 6.8750 264,828.74 ZZ
6.5000 1,638.91 1
11.1250 1,999.31 70
ORINDA CA 94563 10.7500 07/27/92
0002648090 .0000 10/01/92 00
0002648090 .0000 09/01/22 0
0 2.7500 09/01/93 09/01/02
822/X14 2.3750 10/01/93 10/01/02
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 283
TOTAL ORIGINAL BALANCE : 94,326,872.58
TOTAL PRINCIPAL BALANCE : 80,300,496.75
TOTAL ORIGINAL P+I : 661,379.97
TOTAL CURRENT P+I : 632,982.03
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held
by you for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage
Loan Repurchased
"We hereby certify that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to the Pooling and Servicing
Agreement."
---------------------------
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [] Promissory Note
[] Primary Insurance Policy
[] Mortgage or Deed of Trust
[] Assignment(s) of Mortgage or
Deed of Trust
[] Title Insurance Policy
[] Other:
------------------------
-------------------- --------------------
Name Date
--------------------
Title
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is a Director of _________________ (record or beneficial
owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2001-RM2, Class R-I, Class R-II and Class R- III (together, the "Class R
Certificates"), (the "Owner"), a corporation duly organized and existing
under the laws of the State of Delaware, on behalf of which he/she makes
this affidavit and agreement.
2. That the Owner (i) is not and will not be, as of December 28, 2001, a
"disqualified organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership" within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing
large partnership for so long as it retains its ownership in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit
and agreement. (For this purpose, a "disqualified organization" means the
United States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all
of the activities of which are subject to tax and, except for the Federal
Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or
any organization (other than certain farmers' cooperatives) that is
generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers
of Class R Certificates to disqualified organizations under the Code, that
applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through
an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise
liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not
a disqualified organization and, at the time of transfer, such person does
not have actual knowledge that the affidavit is false; and (iv) that the
Class R Certificates may be
"noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due
with respect to the income on such residual interest, unless no
significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer
of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it
knows or believes that any of the representations contained in such
affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(g) of the
Pooling and Servicing Agreement under which the Class R Certificates
were issued (in particular, clause (iii)(A) and (iii)(B) of Section
5.02(g) which authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by the Trustee in
the event the Owner holds such Certificates in violation of Section
5.02(g)). The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the Residual Certificates will
only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described
herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the person
from whom it acquired the Class R Certificates that the Owner intends to
pay taxes associated with holding such Class R Certificates as they
become due, fully understanding that it may incur tax liabilities in
excess of any cash flows generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as
any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership (including an entity treated as a corporation or partnership
for federal income tax purposes) or other entity created or organized in,
or under the laws of, the United States or any political subdivision
thereof (except, in the case of a partnership, to the extent provided in
regulations), provided that with respect to any partnership or other entity
treated as a partnership for United States federal income tax purposes, all
persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are required by the applicable operative agreement to be United
States Persons, an estate or trust whose income from sources without the
United States is includable in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust other than a
"foreign trust" as defined in Section 7701(a)(31) of the Code;
14. The Purchaser hereby certifies, represents and warrants to, and covenants
with the Depositor, the Trustee and the Master Servicer that the following
statements in (a) or (b) are accurate: (a) The Certificates (i) are not
being acquired by, and will not be transferred to, any employee benefit
plan within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
bank collective investment funds and insurance company general or separate
accounts in which such plans, accounts or arrangements are invested, that
is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not
being acquired with "plan assets" of a Plan within the meaning of the
Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA, and (iii) will not be transferred to any entity that
is deemed to be investing in plan assets within the meaning of the DOL
regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or
(b) The Owner will provide the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase of Certificates is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Depositor or
the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by a [Title
of Officer] and its corporate seal to be hereunto attached, attested by a
[Assistant] Secretary, this _____ day of _________, 20___.
[NAME OF OWNER]
By:
Name: [Name of Officer]
Title: [Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proven to me to be the same person who executed the foregoing instrument and
to be a [Title of Officer] of the Owner, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ______ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission expires the _____ day of ____________, 20____.
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
---------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2, Class
R-I, Class R-II and Class R-III
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
________________ (the "Seller") to _______________________ (the "Purchaser") of
$ ___________ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 2001-RM2, Class R-I, Class R-II and Class
R-III (the "Class R Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2001, among Residential Asset Mortgage Products, Inc., as depositor
(the "Depositor"), Residential Funding Corporation, as master servicer and
JPMorgan Chase Bank, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The
Seller does not know or believe that any representation contained
therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial
condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E- 1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid its debts
as they become due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due
in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an
investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both
a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
-------------------, ------
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2, [Class
R-I, Class R-II and Class R-III] [Class B]
Ladies and Gentlemen:
_________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2001-RM2, [Class
R-I, Class R-II and Class R-III] [Class B] (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 2001 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer
and JPMorgan Chase Bank, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b) the Depositor is
not required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the
Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the
Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated [institutional]
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities
similar to the Certificates, such that it is capable of evaluating the
merits and risks of investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review
(a) [a copy of the Private Placement Memorandum, dated ________________,
____, relating to the Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the Purchaser
from the Depositor or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Depositor or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase the
Certificates from the Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the Private Placement
Memorandum (the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser acknowledges
that such Memorandum was provided to it by the Seller, that the Memorandum
was prepared by the Depositor solely for use in connection with the
Original Sale and the Depositor did not participate in or facilitate in any
way the purchase of the Certificates by the Purchaser from the Seller, and
the Purchaser agrees that it will look solely to the Seller and not to the
Depositor with respect to any damage, liability, claim or expense arising
out of, resulting from or in connection with (a) error or omission, or
alleged error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
Very truly yours,
(Buyer)
By:
Name:
Title:
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
JPMorgan Chase Bank
450 West 33rd Street
New York, New York 10001
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2, [Class
R-I, Class R-II and Class R-III] [Class B]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to
______________ (the "Purchaser") of $____________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2,
[Class R-I, Class R-II and Class R-III][Class B] (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2001 among Residential Asset Mortgage
Products, Inc., as depositor (the "Depositor"), Residential Funding Corporation,
as master servicer, and JPMorgan Chase Bank, as trustee (the "Trustee"). The
Seller hereby certifies, represents and warrants to, and covenants with, the
Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and
will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether it or any Subservicer will be entitled
to any reimbursement pursuant to Section 4.02(c) on such Distribution Date for
Advances or Subservicer Advances previously made, (which will not be Advances or
Subservicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section
4.02(c), to the extent such Advances or Subservicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class R Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class R Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class R
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class R Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third
Business Day prior to each Distribution Date or the related Determination Date
by the Master Servicer with written notice thereof to the Trustee. The maximum
amount that Residential Funding shall be required to pay pursuant to this
Section on any Distribution Date (the "Amount Available") shall be equal to the
lesser of (X) __________ minus the sum of (i) all previous payments made under
subsections (a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection (d) and (Y) the
then outstanding Certificate Principal Balances of the Class R Certificates, or
such lower amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent counsel) to the
effect that obtaining such substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor
that such substitution shall not lower the rating on the Class R Certificates
below the lesser of (a) the then-current rating assigned to the Class R
Certificates by such rating agency and (b) the original rating assigned to the
Class R Certificates by such rating agency. Any replacement of the Limited
Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the substitute guarantor
or obligor, addressed to the Master Servicer and the Trustee, that such
substitute instrument constitutes a legal, valid and binding obligation of the
substitute guarantor or obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Depositor, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance. Section 12.02.
Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or
12.01: (i) the provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation
may be amended, reduced or canceled, and (iii) any other provision of this
Agreement which is related or incidental to the matters described in this
Article XI may be amended in any manner; in each case by written instrument
executed or consented to by the Depositor and Residential Funding but without
the consent of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment would impose
any additional obligation on, or otherwise adversely affect the interests of,
the Master Servicer or the Trustee, as applicable; provided that the Depositor
shall also obtain a letter from each nationally recognized credit rating agency
that rated the Class R Certificates at the request of the Depositor to the
effect that such amendment, reduction, deletion or cancellation will not lower
the rating on the Class R Certificates below the lesser of (a) the then-current
rating assigned to the Class R Certificates by such rating agency and (b) the
original rating assigned to the Class R Certificates by such rating agency,
unless (A) the Holder of 100% of the Class R Certificates is Residential Funding
or an Affiliate of Residential Funding, or (B) such amendment, reduction,
deletion or cancellation is made in accordance with Section 11.01(e) and,
provided further that the Depositor obtains, in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
EXHIBIT L
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2001-RM2
____________________, 20___
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of December 1, 2001 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and JPMorgan Chase Bank (the "Trustee") as amended by Amendment No. 1 thereto,
dated as of _________, with respect to the Mortgage Asset-Backed Pass-Through
Certificates, Series 2001-RM2 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class R
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential
Funding to perform its
Subordinate Certificate Loss Obligation when and as the same arises from
time to time upon the demand of the Trustee in accordance with Section
11.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their
interest in Residential Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or any
other person, by any defense or right of counterclaim, set-off or
recoupment that GMAC may have against Residential Funding or any other
person or by any other fact or circumstance. Notwithstanding the
foregoing, GMAC's obligations under clause (a) shall terminate upon the
earlier of (x) substitution for this Limited Guaranty pursuant to
Section 12.01(f) of the Servicing Agreement, or (y) the termination of
the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any
defective or partial exercise of any such rights shall not preclude any
other or further exercise of that or any other such right. GMAC further
waives demand, presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on the part
of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC
and the Trustee and only if such modification, amendment or termination
is permitted under Section 12.02 of the Servicing Agreement. The
obligations of GMAC under this Limited Guaranty shall continue and
remain in effect so long as the Servicing Agreement is not modified or
amended in any way that might affect the obligations of GMAC under this
Limited Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of the
State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution
of Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes
the Depositor and the Trustee to rely on the covenants and agreements set
forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein shall
have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
JPMorgan Chase Bank,
as Trustee
By:
Name:
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
By:
Name:
Title:
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
__________________ (the "Trustee") to ___________________ (the "Lender") of
__________________ (the "Mortgage Loan") pursuant to Section 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2001, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid mortgage recording taxes or otherwise comply with,
or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a refinancing of
such Mortgage Loan and the form of the transaction is solely to comply with, or
facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT N
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
=========================================
=========================================
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or that would render
the disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, and that the Seller has
not offered the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in Rule 144A under the
0000 Xxx.
2. The Buyer warrants and represents to and covenants with the Seller, the
Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of December 1, 2001 among
Residential Funding Corporation, as Master Servicer, Residential Asset
Mortgage Products, Inc., as Depositor and JPMorgan Chase Bank, as
trustee, pursuant to Section 5.02 of the Agreement, as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that
it has requested from the Seller, the Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. [Reserved]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No: No:
Date: Date:
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________ in securities (except
for the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in
the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
____ Insurance Depositor. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory
or the District of Columbia.
____ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
____ Business Development Depositor. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the Buyer, if the
Buyer is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest
rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of
such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands
that the seller to it and
other parties related to the Certificates are relying and will continue
to rely on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
____ ____ Will the Buyer be purchasing the Rule 144A Yes No Securities only for
the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a "qualified institutional buyer" within the meaning of
Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set
forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act of 1933 ("Rule 144A") because Buyer is part of
a Family of Investment Companies (as defined below), is such an officer
of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer
is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family
of Investment Companies, owned at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year. For purposes of determining the
amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used.
The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $_________________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the
other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi)
currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this
certification is made are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification by the undersigned
as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date: __________________
EXHIBIT O
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2001-RM2
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2001-RM2[Class B]
Ladies and Gentlemen:
______________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
2001-RM2, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2001 among Residential Asset Mortgage Products, Inc., as the company
(the "Depositor"), Residential Funding Corporation, as master servicer (the
"Master Servicer") and JPMorgan Chase Bank, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly,
on behalf of or purchasing any Certificate with "plan assets" of any Plan within
the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101; or
(b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement. In addition, the Purchaser
hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person meets the
requirements set forth in either (a) or (b) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
EXHIBIT P
ERISA REPRESENTATION LETTER
[date]
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products Inc. Series 2001-RM2
Re: Residential Asset Mortgage Products, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 2001-RM2, Class B
Ladies and Gentlemen:
[__________________________] (the "Purchaser") intends to purchase from
[__________________________] (the "Seller") $[____________] initial Certificate
Principal Balance of the above-referenced certificates, issued under the pooling
and servicing agreement, dated as of December 1, 2001, among Residential Asset
Mortgage Products, Inc., as depositor, Residential Funding Corporation, as
master servicer and JPMorgan Chase Bank, as trustee. All terms used in this
ERISA Representation Letter and not otherwise defined shall have the meanings
set forth in the pooling and servicing agreement.
The Purchaser hereby certifies, represents and warrants to, and
covenants with the Seller, the trustee and the master servicer that, either:
(a) The Purchaser is not an ERISA plan, or any other person, including
an investment manager, a named fiduciary or a trustee of any Plan, acting,
directly or indirectly, on behalf of or purchasing any certificate with "plan
assets" of any ERISA plan within the meaning of the DOL regulation at 29 C.F.R.
ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by which to purchase the certificates is an "insurance company general
account", as the term is defined in DOL Prohibited Transaction Class Exemption
95-60, and the conditions in Sections I and III of PTCE 95-60 have been
satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Seller, the trustee and the master servicer that the
Purchaser will not transfer the certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
