RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2004
Mortgage Asset-Backed Pass-Through Certificates
Series 2004-RS4
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions............................................................5
Accrued Certificate Interest..................................................5
Adjusted Mortgage Rate........................................................5
Adjustment Date...............................................................5
Advance.......................................................................6
Affiliate.....................................................................6
Agreement.....................................................................6
Amount Held for Future Distribution...........................................6
Appraised Value...............................................................6
Assignment....................................................................6
Assignment Agreement..........................................................6
Balloon Loan..................................................................6
Balloon Payment...............................................................7
Bankruptcy Code...............................................................7
Book-Entry Certificate........................................................7
Business Day..................................................................7
Capitalization Reimbursement Amount...........................................7
Cash Liquidation..............................................................7
Certificate...................................................................7
Certificate Account...........................................................7
Certificate Account Deposit Date..............................................7
Certificateholder or Holder...................................................7
Certificate Owner.............................................................8
Certificate Principal Balance.................................................8
Certificate Register and Certificate Registrar................................8
Class.........................................................................8
Class A Certificates..........................................................8
Class A-I Certificates........................................................8
Class A-I Interest Distribution Amount........................................8
Class A-I Principal Distribution Amount.......................................9
Class A-I-1 Certificate.......................................................9
Class A-I-1 Margin............................................................9
Class A-I-2 Certificate.......................................................9
Class A-I-3 Certificate.......................................................9
Class A-I-4 Certificate.......................................................9
Class A-I-5 Certificate......................................................10
Class A-I-6 Certificate......................................................10
Class A-I-6 Lockout Distribution Amount......................................10
Class A-I-6 Lockout Percentage...............................................10
i
Class A-I-6 Pro Rata Distribution Amount.....................................10
Class A-II Certificate.......................................................11
Class A-II Basis Risk Shortfall..............................................11
Class A-II Basis Risk Shortfall Carry-Forward Amount.........................11
Class A-II-A Certificate.....................................................11
Class A-II-B Certificate.....................................................11
Class A-II-B1 Certificate....................................................11
Class A-II-B2 Certificate....................................................11
Class A-II-B3 Certificate....................................................12
Class A-II-B4 Certificate....................................................12
Class A-II Interest Distribution Amount......................................12
Class A-II Margin............................................................12
Class A-II Principal Distribution Amount.....................................13
Class A-II-A Principal Distribution Amount...................................13
Class A-II-B Principal Distribution Amount...................................13
Class M Certificate..........................................................13
Class M-I Certificates.......................................................13
Class M-I-1 Certificate......................................................13
Class M-I-1 Interest Distribution Amount.....................................13
Class M-I-1 Principal Distribution Amount....................................14
Class M-I-2 Certificate......................................................14
Class M-I-2 Interest Distribution Amount.....................................14
Class M-I-2 Principal Distribution Amount....................................14
Class M-I-3 Certificate......................................................15
Class M-I-3 Interest Distribution Amount.....................................15
Class M-I-3 Principal Distribution Amount....................................15
Class M-II Certificates......................................................16
Class M-II-1 Certificate.....................................................16
Class M-II-1 Interest Distribution Amount....................................16
Class M-II-1 Principal Distribution Amount...................................16
Class M-II-2 Certificate.....................................................17
Class M-II-2 Interest Distribution Amount....................................17
Class M-II-2 Principal Distribution Amount...................................17
Class M-II-3 Certificate.....................................................17
Class M-II-3 Interest Distribution Amount....................................17
Class M-II-3 Principal Distribution Amount...................................18
Class M-II-4 Certificate.....................................................18
Class M-II-4 Interest Distribution Amount....................................18
Class M-II-4 Principal Distribution Amount...................................18
Class M-II-5 Certificate.....................................................19
Class M-II-5 Interest Distribution Amount....................................19
Class M-II-5 Principal Distribution Amount...................................19
Class M-II Basis Risk Shortfall..............................................20
Class M-II Basis Risk Shortfall Carry-Forward Amount.........................20
Class M-II Margin............................................................20
Class R Certificate..........................................................21
ii
Class R-I Certificate........................................................21
Class R-II Certificate.......................................................21
Class R-III Certificate......................................................21
Class R-IV Certificate.......................................................21
Class SB Certificates........................................................21
Class SB-I Certificate.......................................................21
Class SB-II Certificate......................................................21
Closing Date.................................................................21
Code.........................................................................21
Commission...................................................................22
Corporate Trust Office.......................................................22
Corresponding Class..........................................................22
Credit Repository............................................................22
Curtailment..................................................................22
Custodial Account............................................................22
Custodial Agreement..........................................................22
Custodian....................................................................22
Cut-off Date.................................................................22
Cut-off Date Principal Balance...............................................22
Debt Service Reduction.......................................................22
Deficient Valuation..........................................................22
Definitive Certificate.......................................................22
Deleted Mortgage Loan........................................................23
Delinquent...................................................................23
Depository...................................................................23
Depository Participant.......................................................23
Derivative Contract..........................................................23
Derivative Counterparty......................................................23
Destroyed Mortgage Note......................................................23
Determination Date...........................................................23
Disqualified Organization....................................................23
Distribution Date............................................................24
Due Date.....................................................................24
Due Period...................................................................24
Eligible Account.............................................................24
Eligible Master Servicing Compensation.......................................24
ERISA........................................................................25
Event of Default.............................................................25
Exchange Act.................................................................25
Xxxxxx Xxx...................................................................25
FASIT........................................................................25
FDIC.........................................................................25
FHA..........................................................................25
Final Certification..........................................................25
Final Distribution Date......................................................25
Final Scheduled Distribution Date............................................25
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Fitch........................................................................26
Foreclosure Profits..........................................................26
Xxxxxxx Mac..................................................................26
Gross Margin.................................................................26
Group I Available Distribution Amount........................................26
Group II Available Distribution Amount.......................................26
Group I Cut-off Date Balance.................................................27
Group II Cut-off Date Balance................................................27
Group I Diverted Excess Spread...............................................27
Group II Diverted Excess Spread..............................................27
Group I Excess Cash Flow.....................................................27
Group II Excess Cash Flow....................................................27
Group I Excess Overcollateralization Amount..................................28
Group II Excess Overcollateralization Amount.................................28
Group I Interest Distribution Amount.........................................28
Group II Interest Distribution Amount........................................28
Group I Loan.................................................................28
Group II Loan................................................................28
Group II-A Loan..............................................................28
Group II-B Loan..............................................................28
Group II Basis Risk Shortfall................................................28
Group II Marker Rate.........................................................28
Group I Net WAC Cap Rate.....................................................29
Group II Net WAC Cap Rate....................................................29
Group I Net WAC Cap Shortfall Carry-Forward Amount...........................29
Group I Optional Termination Date............................................29
Group II Optional Termination Date...........................................29
Group I Overcollateralization Amount.........................................30
Group II Overcollateralization Amount........................................30
Group I Overcollateralization Increase Amount................................30
Group II Overcollateralization Increase Amount...............................30
Group I Overcollateralization Reduction Amount...............................30
Group II Overcollateralization Reduction Amount..............................30
Group I Pool Stated Principal Balance........................................30
Group II Pool Stated Principal Balance.......................................30
Group I Principal Distribution Amount........................................31
Group II Principal Allocation Amount.........................................31
Group II Principal Distribution Amount.......................................32
Group I Principal Remittance Amount..........................................32
Group II Principal Remittance Amount.........................................32
Group I Required Overcollateralization Amount................................32
Group II Required Overcollateralization Amount...............................33
Group I Senior Enhancement Percentage........................................33
Group II Senior Enhancement Percentage.......................................33
Group I Sixty-Plus Delinquency Percentage....................................33
Group II Sixty-Plus Delinquency Percentage...................................33
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Group I Stepdown Date........................................................33
Group II Stepdown Date.......................................................33
Group I Trigger Event........................................................34
Group II Trigger Event.......................................................34
Group I Uncertificated Regular Interests.....................................35
Group II Uncertificated Regular Interests....................................35
Hazardous Materials..........................................................35
Independent..................................................................35
Index........................................................................35
Initial Certificate Principal Balance........................................35
Insurance Proceeds...........................................................35
Interest Accrual Period......................................................35
Interim Certification........................................................36
Interested Person............................................................36
Late Collections.............................................................36
LIBOR........................................................................36
LIBOR Business Day...........................................................36
LIBOR Rate Adjustment Date...................................................36
Limited Repurchase Right Holder..............................................36
Liquidation Proceeds.........................................................36
Loan Group...................................................................36
Loan-to-Value Ratio..........................................................36
Maturity Date................................................................36
Maximum Group II Rate........................................................37
Maximum Mortgage Rate........................................................37
Maximum Net Mortgage Rate....................................................37
MERS.........................................................................37
MERS(R)System.................................................................37
MIN..........................................................................37
Minimum Mortgage Rate........................................................37
Modified Mortgage Loan.......................................................37
Modified Net Mortgage Rate...................................................37
MOM Loan.....................................................................37
Monthly Payment..............................................................37
Xxxxx'x......................................................................38
Mortgage.....................................................................38
Mortgage File................................................................38
Mortgage Loan Schedule.......................................................38
Mortgage Loans...............................................................39
Mortgage Note................................................................39
Mortgage Rate................................................................39
Mortgaged Property...........................................................39
Mortgagor....................................................................40
Net Mortgage Rate............................................................40
Non-Primary Residence Loans..................................................40
Non-United States Person.....................................................40
v
Nonrecoverable Advance.......................................................40
Nonsubserviced Mortgage Loan.................................................40
Note Margin..................................................................40
Notice.......................................................................40
Officers' Certificate........................................................40
Opinion of Counsel...........................................................41
Outstanding Mortgage Loan....................................................41
Overcollateralization Floor..................................................41
Ownership Interest...........................................................41
Pass-Through Rate............................................................41
Paying Agent.................................................................42
Percentage Interest..........................................................42
Periodic Cap.................................................................42
Permitted Investments........................................................42
Permitted Transferee.........................................................44
Person.......................................................................44
Prepayment Assumption........................................................44
Prepayment Interest Shortfall................................................44
Prepayment Period............................................................44
Primary Insurance Policy.....................................................44
Principal Prepayment.........................................................44
Principal Prepayment in Full.................................................44
Program Guide................................................................45
Purchase Price...............................................................45
Qualified Insurer............................................................45
Qualified Substitute Mortgage Loan...........................................45
Rating Agency................................................................46
Realized Loss................................................................46
Record Date..................................................................47
Regular Certificates.........................................................47
Regular Interest.............................................................47
Relief Act...................................................................47
Relief Act Shortfalls........................................................47
REMIC........................................................................47
REMIC Administrator..........................................................47
REMIC I......................................................................47
REMIC I Regular Interest.....................................................47
REMIC I Regular Interest A...................................................47
REMIC II.....................................................................47
REMIC II Regular Interest....................................................48
REMIC II Regular Interest B..................................................48
REMIC III....................................................................48
REMIC III Group I Diverted Excess Spread.....................................48
REMIC III Group II Diverted Excess Spread....................................48
REMIC III Group I Interest Loss Allocation Amount............................48
REMIC III Group II Interest Loss Allocation Amount...........................48
vi
REMIC III Group I Overcollateralized Amount..................................48
REMIC III Group II Overcollateralized Amount.................................48
REMIC III Group I Principal Loss Allocation Amount...........................49
REMIC III Group II Principal Loss Allocation Amount..........................49
REMIC III Group I Regular Interests..........................................49
REMIC III Group II Regular Interests.........................................49
REMIC III Group I Required Overcollateralization Amount......................49
REMIC III Group II Required Overcollateralized Amount........................49
REMIC III Regular Interests..................................................49
REMIC III Regular Interest I-AA..............................................49
REMIC III Regular Interest A-I-1.............................................50
REMIC III Regular Interest A-I-2.............................................50
REMIC III Regular Interest A-I-3.............................................50
REMIC III Regular Interest A-I-4.............................................50
REMIC III Regular Interest A-I-5.............................................50
REMIC III Regular Interest M-I-1.............................................50
REMIC III Regular Interest M-I-2.............................................50
REMIC III Regular Interest M-I-3.............................................50
REMIC III Regular Interest I-ZZ..............................................50
REMIC III Regular Interest II-AA.............................................51
REMIC III Regular Interest A-II-A............................................51
REMIC III Regular Interest A-II-B1...........................................51
REMIC III Regular Interest A-II-B2...........................................51
REMIC III Regular Interest A-II-B3...........................................51
REMIC III Regular Interest A-II-B4...........................................51
REMIC III Regular Interest M-II-1............................................51
REMIC III Regular Interest M-II-2............................................51
REMIC III Regular Interest M-II-3............................................51
REMIC III Regular Interest M-II-4............................................52
REMIC III Regular Interest M-II-5............................................52
REMIC III Regular Interest II-ZZ.............................................52
REMIC III Regular Interest I-ZZ Maximum Interest Deferral Amount.............52
REMIC III Regular Interest II-ZZ Maximum Interest Deferral Amount............52
REMIC IV.....................................................................52
REMIC Provisions.............................................................52
REO Acquisition..............................................................53
REO Disposition..............................................................53
REO Imputed Interest.........................................................53
REO Proceeds.................................................................53
REO Property.................................................................53
Reportable Modified Mortgage Loan............................................53
Repurchase Event.............................................................53
Request for Release..........................................................53
Required Insurance Policy....................................................53
Reserve Fund.................................................................53
Reserve Fund Deposit.........................................................54
vii
Reserve Fund Residual Right..................................................54
Residential Funding..........................................................54
Responsible Officer..........................................................54
Servicing Accounts...........................................................54
Servicing Advances...........................................................54
Servicing Fee................................................................54
Servicing Fee Rate...........................................................54
Servicing Modification.......................................................54
Servicing Officer............................................................55
Standard & Poor's............................................................55
Startup Date.................................................................55
Stated Principal Balance.....................................................55
Sub-Group....................................................................55
Subordination................................................................55
Subordination Percentage.....................................................55
Subsequent Recoveries........................................................55
Subserviced Mortgage Loan....................................................56
Subservicer..................................................................56
Subservicer Advance..........................................................56
Subservicing Account.........................................................56
Subservicing Agreement.......................................................56
Subservicing Fee.............................................................56
Subservicing Fee Rate........................................................56
Tax Returns..................................................................56
Transfer.....................................................................56
Transferee...................................................................56
Transferor...................................................................56
Trust Fund...................................................................57
Uniform Single Attestation Program for Mortgage Bankers......................57
Uncertificated Accrued Interest..............................................57
Uncertificated Pass-Through Rate.............................................57
Uncertificated Principal Balance.............................................57
Uncertificated Regular Interests.............................................57
Uncertificated REMIC II Pass-Through Rate....................................58
Uncertificated REMIC III Pass-Through Rate...................................58
Uninsured Cause..............................................................58
United States Person.........................................................58
VA...........................................................................58
Voting Rights................................................................58
Section 1.02. Determination of LIBOR................................................58
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans..........................................60
Section 2.02. Acceptance by Trustee.................................................63
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor.............................................................64
Section 2.04. Representations and Warranties of Residential Funding.................67
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
REMIC Regular Interests...............................................68
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer....................................70
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations..............................71
Section 3.03. Successor Subservicers................................................72
Section 3.04. Liability of the Master Servicer......................................73
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................73
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.......73
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................74
Section 3.08. Subservicing Accounts; Servicing Accounts.............................76
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................78
Section 3.10. Permitted Withdrawals from the Custodial Account......................78
Section 3.11. Maintenance of Primary Insurance Coverage.............................80
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....80
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................82
Section 3.14. Realization Upon Defaulted Mortgage Loans.............................83
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.......................86
Section 3.16. Servicing and Other Compensation; Eligible Master
Servicing Compensation................................................87
Section 3.17. Reports to the Trustee and the Depositor..............................88
Section 3.18. Annual Statement as to Compliance.....................................88
Section 3.19. Annual Independent Public Accountants' Servicing Report...............89
Section 3.20. Right of the Depositor in Respect of the Master Servicer..............89
viii
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account...................................................91
Section 4.02. Distributions.........................................................91
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting........................................................104
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer......................................................107
Section 4.05. Allocation of Realized Losses........................................109
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property........112
Section 4.07. Optional Purchase of Defaulted Mortgage Loans........................112
Section 4.08. Limited Mortgage Loan Repurchase Right...............................113
Section 4.09. Distribution of Group I Net WAC Cap Shortfall Carry-Forward Amounts,
Class A-II Basis Risk Shortfall Carry-Forward Amounts and Class M-II Basis
Risk Shortfall Carry-Forward Amounts; Reserve Fund...................113
Section 4.10. [Reserved]...........................................................115
Section 4.11. Derivative Contracts.................................................115
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.....................................................116
Section 5.02. Registration of Transfer and Exchange of Certificates................118
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates....................123
Section 5.04. Persons Deemed Owners................................................123
Section 5.05. Appointment of Paying Agent..........................................124
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer......125
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer................125
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer
and Others...........................................................126
Section 6.04. Depositor and Master Servicer Not to Resign..........................127
ix
ARTICLE VII
DEFAULT
Section 7.01. Events of Default....................................................128
Section 7.02. Trustee or Depositor to Act; Appointment of Successor................129
Section 7.03. Notification to Certificateholders...................................131
Section 7.04. Waiver of Events of Default..........................................131
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee....................................................132
Section 8.02. Certain Matters Affecting the Trustee................................133
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans................135
Section 8.04. Trustee May Own Certificates.........................................135
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification..135
Section 8.06. Eligibility Requirements for Trustee.................................136
Section 8.07. Resignation and Removal of the Trustee...............................136
Section 8.08. Successor Trustee....................................................137
Section 8.09. Merger or Consolidation of Trustee...................................138
Section 8.10. Appointment of Co-Trustee or Separate Trustee........................138
Section 8.11. Appointment of Custodians............................................139
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans.......................................................141
Section 9.02. Additional Termination Requirements..................................144
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.................................................145
Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification.....148
x
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment............................................................150
Section 11.02.Recordation of Agreement; Counterparts...............................152
Section 11.03.Limitation on Rights of Certificateholders...........................153
Section 11.04.Governing Law........................................................153
Section 11.05. Notices.............................................................153
Section 11.06.Notices to Rating Agencies...........................................154
Section 11.07.Severability of Provisions...........................................155
Section 11.08.Supplemental Provisions for Resecuritization.........................155
Section 11.09.[Reserved]...........................................................156
Section 11.10.Third Party Beneficiary..............................................156
xi
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class SB Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II-A Loan Schedule
Exhibit F-3 Group II-B 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 [Reserved]
Exhibit P Form of ERISA Representation Letter (Class M Certificates)
Exhibit Q [Reserved]
Exhibit R-1 Form 10-K Certification
Exhibit R-2 Form 10-K Back-up Certification
Exhibit S Information to be Provided by the Master Servicer to the Rating Agencies Relating
to Reportable Modified Mortgage Loans
xii
This Pooling and Servicing Agreement, effective as of April 1, 2004,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, a New York banking
corporation, as trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
twenty-three classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets (exclusive of the Reserve Fund) subject to this Agreement
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass- Through Rate")
and initial Uncertificated Principal Balance for "regular interest" in REMIC I
(the "REMIC I 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 I Regular Interest shall be the 360th
Distribution Date. The REMIC I Regular Interest will not be certificated.
Uncertificated REMIC I Uncertificated REMIC I Latest Possible
DESIGNATION Pass-Through Rate Principal Balance Maturity Date
REMIC I Regular Variable(1) $400,000,801.01 April 25, 2034
Interest A
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets (exclusive of the Reserve Fund) subject to this Agreement
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." The Class R-II Certificates will represent the
sole class of "residual interests" in REMIC II for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets
forth the designation, remittance rate (the "Uncertificated REMIC II
Pass-Through Rate") and initial Uncertificated Principal Balance for the
"regular interest" in REMIC II (the "REMIC II Regular Interest"). The "latest
possible maturity date" (determined solely for purposes of satisfying Treasury
regulation Section 1.860G- 1(a)(4)(iii)) for the REMIC II Regular Interests
shall be the 360th Distribution Date. The REMIC II Regular Interest will not be
certificated.
Uncertificated REMIC II Uncertificated REMIC II Latest Possible
DESIGNATION Pass-Through Rate Principal Balance Maturity Date
REMIC II Regular Variable(1) $700,002,165.91 April 25 ,2034
Interest B
_______________
(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 Interest
and the REMIC II Regular Interest and certain other related assets (exclusive of
the Reserve Fund) subject to this Agreement as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC III." The Class R-III Certificates will
represent the sole class of "residual interests" in REMIC III for purposes of
the REMIC Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC III (the "REMIC
III Regular Interests"). The "latest possible maturity date" (determined solely
for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for
each REMIC III Regular Interest shall be the 360th Distribution Date. None of
the REMIC III Regular Interests will be certificated.
Uncertificated
Uncertificated REMIC III REMIC III Latest Possible
DESIGNATION Pass-Through Rate Principal Balance Maturity Date
I-AA Variable(1) $392,000,784.99 Xxxxx 00, 0000
X-X-0 Variable(1) $1,383,900.00 Xxxxx 00, 0000
X-X-0 Variable(1) $400,000.00 Xxxxx 00, 0000
X-X-0 Variable(1) $683,610.00 Xxxxx 00, 0000
X-X-0 Variable(1) $229,070.00 Xxxxx 00, 0000
X-X-0 Variable(1) $660,420.00 Xxxxx 00, 0000
X-X-0 Variable(1) $373,000.00 April 25, 2034
M-I-1 Variable(1) $130,000.00 April 25, 2034
M-I-2 Variable(1) $70,000.00 April 25, 2034
M-I-3 Variable(1) $70,000.00 April 25, 2034
I-ZZ Variable(1) $4,000,016.02 Xxxxx 00, 0000
XX-XX Variable(1) $686,002,122.59 April 25, 2034
A-II-A Variable(1) $2,878,750.00 April 25, 2034
A-II-B1 Variable(1) $1,450,000.00 April 25, 2034
A-II-B2 Variable(1) $785,920.00 April 25, 2034
A-II-B3 Variable(1) $394,940.00 April 25, 2034
1
A-II-B4 Variable(1) $247,890.00 April 25, 2034
M-II-1 Variable(1) $644,000.00 April 25, 2034
M-II-2 Variable(1) $371,000.00 April 25, 2034
M-II-3 Variable(1) $70,000.00 April 25, 2034
M-II-4 Variable(1) $84,000.00 April 25, 2034
M-II-5 Variable(1) $73,500.00 April 25, 2034
II-ZZ Variable(1) $7,000,043.32 April 25, 2034
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC III
Pass-Through Rate.
REMIC IV
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC IV. The Class R-IV Certificates will represent the sole
class of "residual interests" in REMIC IV for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing "regular interests"
in REMIC IV and the Class R Certificates. The "latest possible maturity date"
(determined solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for each Class of REMIC IV Regular Certificates shall be
the 360th Distribution Date.
AGGREGATE INITIAL FINAL SCHEDULED
CERTIFICATE DISTRIBUTION DATE
PASS-THROUGH PRINCIPAL FEATURES
DESIGNATION TYPE RATE BALANCE INITIAL RATINGS(4)
S&P XXXXX'X
Class A-I-1 Senior Adjustable(1) $138,390,000.00 Senior July 25, 2022 AAA Aaa
Class A-I-2 Senior 3.247% $ 40,000,000.00 Senior September 25, 2025AAA Aaa
Class A-I-3 Senior 4.003% $ 68,361,000.00 Senior January 25, 2030 AAA Aaa
Class A-I-4 Senior 4.911%(1) $ 22,907,000.00 Senior April 25, 2034 AAA Aaa
Class A-I-5 Senior 5.942%(1)(2) $ 66,042,000.00 Senior April 25, 2034 AAA Aaa
Class A-I-6 Senior 5.072%(1) $ 37,300,000.00 Senior April 25, 2034 AAA Aaa
Class A-II-A Senior Adjustable(1)(2) $287,875,000.00 Senior April 25, 2034 AAA Aaa
Class A-II-B1 Senior Adjustable(1)(2) $145,000,000.00 Senior April 25, 2034 AAA Aaa
Class A-II-B2 Senior Adjustable(1) $ 78,592,000.00 Senior January 25, 2026 AAA Aaa
Class A-II-B3 Senior Adjustable(1) $ 39,494,000.00 Senior July 25, 2031 AAA Aaa
Class A-II-B4 Senior Adjustable(1)(2)$ 24,789,000.00 Senior April 25, 2034 AAA Aaa
Class M-I-1 Mezzanine 5.559%(1)(2) $ 13,000,000.00Mezzanine Xxxxx 00, 0000 XX Aa2
Class M-I-2 Mezzanine 6.134%(1)(2) $ 7,000,000.00Mezzanine April 25, 2034 A A2
Class M-I-3 Mezzanine 6.419%(1)(2) $ 7,000,000.00Mezzanine April 25, 2034 BBB Baa2
Class M-II-1 Mezzanine Adjustable(1)(2)$ 64,400,000.00Mezzanine April 25, 2034 AA Aa2
Class M-II-2 Mezzanine Adjustable(1)(2)$ 37,100,000.00Mezzanine April 25, 2034 A A2
Class M-II-3 Mezzanine Adjustable(1)(2$ 7,000,000.00Mezzanine April 25, 2034 A- A3
Class M-II-4 Mezzanine Adjustable(1)(2$ 8,400,000.00Mezzanine April 25, 2034 BBB+ Baa1
2
Class M-II-5 Mezzanine Adjustable(1)(2$ 7,350,000.00 Mezzanine April 25, 2034 BBB Baa2
Class SB-I Subordinate Variable(3) $ 801.01 Subordinate April 25, 2034 N/R N/R
Class SB-II Subordinate Variable(3) $ 2,165.91 Subordinate April 25, 2034 N/R N/R
Class R-I Residual N/A N/A Residual N/A N/R N/R
Class R-II Residual N/A N/A Residual N/A N/R N/R
Class R-III Residual N/A N/A Residual N/A N/R N/R
Class R-IV Residual N/A N/A Residual N/A N/R N/R
_______________
(1) Subject to a cap as described in the definition of "Pass-Through Rate"
herein. Calculated in accordance with the definition of "Pass-Through
Rate" herein.
(2) On and after the second Distribution Date after the first possible Group
I Optional Termination Date, the Pass-Through Rates on the Class A-I-5,
Class M-I-1, Class M-I-2 and Class M-I-3 Certificates will increase by a
per annum rate equal to 0.50%. On and after the second Distribution Date
after the first possible Group II Optional Termination Date, the margin
on each of the Class A-II Certificates (other than the Class A-II-B2
Certificates and Class A-II-B3 Certificates) will double and the margin
on each of the Class M-II Certificates will increase by 1.5 times.
(3) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates
will not accrue interest on their Certificate Principal Balance.
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to $400,000,801.01. The Group I Loans are fixed-rate, fully amortizing and
balloon payment, first lien mortgage loans having terms to maturity at
origination or modification of generally not more than 30 years. The Group II
Loans have an aggregate Cut-off Date Principal Balance equal to $700,002,165.91.
The Group II Loans are adjustable-rate, fully amortizing, first lien mortgage
loans having terms to maturity at origination or modification of generally not
more than 15 or 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
3
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
the Class A Certificates and Class M Certificates, interest accrued during the
preceding Interest Accrual Period on its Certificate Principal Balance
immediately prior to such Distribution Date at the related Pass- Through Rate
for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates
shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the
Mortgage Loans during the prior calendar month (to the extent not covered by
Eligible Master Servicing Compensation pursuant to Section 3.16) and Relief Act
Shortfalls on Mortgage Loans during the related Due Period, in each case to the
extent allocated to that Class of Certificates pursuant to Section 4.02(i); and
(b) the interest portion of Realized Losses allocated to such Class through
Subordination as described in Section 4.05.
With respect to each Distribution Date and the Class SB Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate for that Distribution Date on the notional amount as specified
in the definition of Pass-Through Rate, immediately prior to such Distribution
Date in each case, reduced by any interest shortfalls with respect to the
Mortgage Loans in the related Loan Group including Prepayment Interest
Shortfalls to the extent not covered by Eligible Master Servicing Compensation
pursuant to Section 3.16 or by Group I or Group II Excess Cash Flow pursuant to
clauses (xi) through (xiv) of Section 4.02(c) and clauses (xiii) through (xvi)
of Section 4.02(d). In addition, Accrued Certificate Interest with respect to
each Distribution Date, as to the Class SB Certificates, shall be reduced by an
amount equal to the interest portion of Realized Losses allocated to the Group I
Overcollateralization Amount or Group II Overcollateralization Amount, as
applicable, pursuant to Section 4.05 hereof. Accrued Certificate Interest on the
Class A-I Certificates (other than the Class A-I-1 Certificates), Class M-I
Certificates and Class SB Certificates shall accrue on the basis of a 360-day
year consisting of twelve 30-day months. Accrued Certificate Interest on the
Class A-I-1, Class A-II and Class M-II Certificates shall accrue on the basis of
a 360-day year and the actual number of days in the related Interest Accrual
Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
related Subservicing Fee Rate.
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.
4
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,
Subsequent Recoveries, REO Proceeds, Insurance Proceeds, Principal Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08
and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received
or made in the month of such Distribution Date (other than such Liquidation
Proceeds, Insurance Proceeds, REO Proceeds, Subsequent Recoveries and purchases
of Mortgage Loans that the Master Servicer has deemed to have been received in
the preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the Due Date in the related Due Period.
Appraised Value: As to any Mortgaged Property, one of the following: (i)
the lesser of (a) the appraised value of such Mortgaged Property based upon the
appraisal made at the time of the origination of the related Mortgage Loan, and
(b) the sales price of the Mortgaged Property at such time of origination, (ii)
in the case of a Mortgaged Property securing a refinanced or modified Mortgage
Loan, one of (1) the appraised value based upon the appraisal made at the time
of origination of the loan which was refinanced or modified, (2) the appraised
value determined in an appraisal made at the time of refinancing or modification
or (3) the sales price of the Mortgaged Property, or (iii) with respect to the
Mortgage Loans for which a broker's price opinion was obtained, the value
contained in such opinion.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
5
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the States of New York, Minnesota,
Illinois, Texas or Michigan (and such other state or states in which the
Custodial Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Capitalization Reimbursement Amount: As to any Distribution Date and
each Loan Group, the amount of unreimbursed Advances or Servicing Advances that
were added to the Stated Principal Balance of the related Mortgage Loans during
the preceding calendar month and reimbursed to the Master Servicer or
Subservicer pursuant to Section 3.10(a)(vii) on or prior to such Distribution
Date.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Mortgage
Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2004-RS4" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required
6
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 Certificate
or Class M Certificate, on any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Certificate as specified on the
face thereof minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Sections 4.02(c) or 4.02(d) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class
SB-I Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate times an amount equal to (i)
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Group I Loans over (B) the then aggregate Certificate Principal Balance of the
Class A-I Certificates and Class M-I Certificates then outstanding, plus (ii)
any Group I Diverted Excess Spread and minus (iii) any Group II Diverted Excess
Spread. With respect to each Class SB-II Certificate, on any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Group II Loans over (B) the then
aggregate Certificate Principal Balance of the Class A-II Certificates and Class
M-II Certificates then outstanding, plus (ii) any Group II Diverted Excess
Spread and minus (iii) any Group I Diverted Excess Spread. The Class R
Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I or Class A-II Certificates.
Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5 or Class A-I-6 Certificates.
Class A-I Interest Distribution Amount: With respect to each Class of
Class A-I Certificates and any Distribution Date, the aggregate amount of
Accrued Certificate Interest to be distributed to the holders of such Class of
Class A-I Certificates for such Distribution Date, plus any related Accrued
Certificate Interest remaining unpaid from any prior Distribution Date, less any
related Prepayment Interest Shortfalls for such Distribution Date not covered by
Eligible Master Servicing Compensation and any Relief Act Shortfalls for such
Distribution Date, allocated among the Class A-I Certificates on a pro rata
basis as described herein.
7
Class A-I Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the Group I Principal Distribution Amount for that
Distribution Date or (ii) on or after the Group I Stepdown Date if a Group I
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group I Principal Distribution Amount for that
Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the
Reserve Fund.
Class A-I-1 Margin: With respect to the Class A-I-1 Certificates and any
Distribution Date, 0.12% per annum.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the
Reserve Fund.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in
8
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC IV for purposes of the REMIC Provisions and (ii) the right to receive
the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the
Reserve Fund.
Class A-I-6 Certificate: Any one of the Class A-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, Class SB-I Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
I as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Group I Net WAC Cap Shortfall Carry-Forward Amount from the
Reserve Fund.
Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
(y) the Class A-I-6 Pro Rata Distribution Amount for that Distribution Date. In
no event shall the Class A-I-6 Lockout Distribution Amount for a Distribution
Date exceed the Class A-I Principal Distribution Amount for that Distribution
Date or the Certificate Principal Balance of the Class A-I-6 Certificates
immediately prior to that Distribution Date.
Class A-I-6 Lockout Percentage: For each Distribution Date, the
applicable percentage set forth below:
(i) for any Distribution Date from May 2004 through and including April
2007, 0%,
(ii) for any Distribution Date from May 2007 through and including April
2009, 45%,
(iii) for any Distribution Date from May 2009 through and including
April 2010, 80%,
(iv) for any Distribution Date from May 2010 through and including April
2011, 100%, and
(v) for any Distribution Date on or after May 2011, 300%.
Class A-I-6 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal Distribution Amount for
that Distribution Date.
9
Class A-II Certificate: Any one of the Class A-II-A Certificates and Class
A-II-B Certificates.
Class A-II Basis Risk Shortfall: With respect to the Class A-II
Certificates and any Distribution Date for which the Pass-Through Rate for such
Certificates is equal to the Group II Net WAC Cap Rate, the excess, if any, of
(x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, using the lesser of (a) LIBOR plus the related Class A-II
Margin, as calculated for such Distribution Date, and (b) the Maximum Group II
Rate, over (y) Accrued Certificate Interest on the Class A-II Certificates for
such Distribution Date calculated at the Group II Net WAC Cap Rate.
Class A-II Basis Risk Shortfall Carry-Forward Amount: With respect to
the Class A-II Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Group II Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Group II Basis Risk Shortfall Carry- Forward
Amount for such Class remaining unpaid from the preceding Distribution Date,
plus (c) one month's interest on the amount in clause (b) (based on the number
of days in the preceding Interest Accrual Period), to the extent previously
unreimbursed by Group I Excess Cash Flow pursuant to Section 4.02(c)(xvi) or
Group II Excess Cash Flow pursuant to Section 4.02(d)(xvii), at a rate equal to
the related Pass-Through Rate.
Class A-II-A Certificate: Any one of the Class A-II-A Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB-II Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II-A as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount
from the Reserve Fund.
Class A-II-B Certificate: Any one of the Class A-II-B1, Class A-II-B2,
Class A-II-B3 or Class A-II-B4 Certificates.
Class A-II-B1 Certificate: Any one of the Class A-II-B1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB-II Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II-B as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount
from the Reserve Fund.
Class A-II-B2 Certificate: Any one of the Class A-II-B2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB-II Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II-B as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount
from the Reserve Fund.
10
Class A-II-B3 Certificate: Any one of the Class A-II-B3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB-II Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II-B as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount
from the Reserve Fund.
Class A-II-B4 Certificate: Any one of the Class A-II-B4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB-II Certificates and Class R-IV Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II-B as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive the Class A-II Basis Risk Shortfall Carry-Forward Amount
from the Reserve Fund.
Class A-II Interest Distribution Amount: With respect to each Class of
Class A-II Certificates and any Distribution Date, the aggregate amount of
Accrued Certificate Interest to be distributed to the holders of such Class of
Class A-II Certificates for such Distribution Date, plus any related Accrued
Certificate Interest thereon remaining unpaid from any prior Distribution Date,
less any related Prepayment Interest Shortfalls for such Distribution Date not
covered by Eligible Master Servicing Compensation and any Relief Act Shortfalls
for such Distribution Date, allocated among the Class A-II Certificates in the
amounts and priority as follows:
(i) first, from the Interest Remittance Amount derived from the
related Sub- Group;
(ii) second, from the Interest Remittance Amount derived from the
non-related Sub-Group after taking into account any payments in respect
of interest on the other Class of Class A-II Certificates made in clause
(i) above;
(iii) third, from the Group II Principal Remittance Amount
derived from the related Sub-Group; and
(iv) fourth, from the Group II Principal Remittance Amount
derived from the non-related Sub-Group after taking into account any
payments in respect of interest on the other Class of Class A-II
Certificates made in clause (iii) above.
Class A-II Margin: With respect to the Class A-II-A Certificates,
initially 0.250% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
0.500% per annum. With respect to the Class A-II-B1 Certificates, initially
0.260% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
0.520% per annum. With respect to the Class A-II-B2 Certificates and any
Distribution Date, 0.110% per annum. With respect to the Class A-II-B3
Certificates and any Distribution Date, 0.230% per annum. With respect to the
Class A-II- B4 Certificates, initially 0.450% per annum, and on any Distribution
Date on or after the second Distribution Date after the first possible Group II
Optional Termination Date, 0.900% per annum.
Class A-II Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the Group II Principal Distribution Amount for that
Distribution Date or (ii) on or after the Group II Stepdown Date if a Group II
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group II Principal Distribution Amount for that
Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A-II Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class A-II-A Principal Distribution Amount: On any Distribution Date,
the Class A-II Principal Distribution Amount multiplied by a fraction, the
numerator of which is the portion of the Group II Principal Allocation Amount
related to the Group II-A Loans for such Distribution Date and the denominator
of which is the Group II Principal Allocation Amount for all of the Group II
Loans for such Distribution Date.
Class A-II-B Principal Distribution Amount: On any Distribution Date,
the Class A-II Principal Distribution Amount multiplied by a fraction, the
numerator of which is the portion of the Group II Principal Allocation Amount
related to the Group II-B Loans for such Distribution Date and the denominator
of which is the Group II Principal Allocation Amount for all of the Group II
Loans for such Distribution Date.
Class M Certificate: Any one of the Class M-I or Class M-II Certificates.
Class M-I Certificates: Any one of the Class M-I-1, Class M-I-2 or Class
M-I-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-2, Class M-I-3, Class SB-I and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group I
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Group I Net WAC Cap Shortfall Carry- Forward Amount from
the Reserve Fund.
Class M-I-1 Interest Distribution Amount: With respect to the Class
M-I-1 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest
11
remaining unpaid from any prior Distribution Date, less any Prepayment Interest
Shortfalls for such Distribution Date not covered by Eligible Master Servicing
Compensation and any Relief Act Shortfalls for such Distribution Date allocated
as described herein to the Class M-I-1 Certificates.
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount or (ii) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates (after
taking into account the payment of the Class A-I Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-1 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-I-3, Class SB-I and Class R-IV Certificates with respect to distributions and
the allocation of Realized Losses in respect of Loan Group I as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC IV for purposes of the REMIC Provisions and (ii) the right to receive
the Group I Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund.
Class M-I-2 Interest Distribution Amount: With respect to the Class
M-I-2 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-I-2 Certificates.
Class M-I-2 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount and the Class M- I-1 Principal Distribution Amount or (ii) on or after
the Group I Stepdown Date if a Group I Trigger Event is not in effect for that
Distribution Date, the lesser of:
12
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount and the Class M-I-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates and Class
M-I-1 Certificates (after taking into account the payment of the Class
A-I Principal Distribution Amount and the Class M-I-1 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-I-2 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC
IV for purposes of the REMIC Provisions and (ii) the right to receive the Group
I Net WAC Cap Shortfall Carry-Forward Amount from the Reserve Fund.
Class M-I-3 Interest Distribution Amount: With respect to the Class
M-I-3 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-I-3 Certificates.
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (ii) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount, the Class M-I-1 Principal Distribution Amount and
the Class M-I-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-I Certificates, Class M-I-1
Certificates and Class M-I-2 Certificates (after taking into account the
payment of the Class A-I Principal Distribution Amount, the Class M-I-1
Principal Distribution Amount and the Class M-I-2 Principal Distribution
13
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M- I-3 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, less the related
Overcollateralization Floor.
Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2,
Class M-II-3, Class M-II- 4 or Class M-II-5 Certificates.
Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-2, Class M-II-3, Class M-II-4, Class M-II-5, Class SB-II and Class R-IV
Certificates with respect to distributions and the allocation of Realized Losses
in respect of Loan Group II as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class M-II-1 Interest Distribution Amount: With respect to the Class
M-II-1 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-II-1 Certificates.
Class M-II-1 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount or (ii) on or after the Group II Stepdown Date if a Group II Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates (after
taking into account the payment of the Class A-II Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-II-1 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made that Distribution Date, less the related
Overcollateralization Floor.
14
Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-3, Class M-II-4, Class M-II-5, Class SB-II and Class R-IV Certificates with
respect to distributions and the allocation of Realized Losses in respect of
Loan Group II as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions.
Class M-II-2 Interest Distribution Amount: With respect to the Class
M-II-2 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-II-2 Certificates.
Class M-II-2 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount and the Class M-II-1 Principal Distribution Amount or (ii) on or after
the Group II Stepdown Date if a Group II Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount and the Class M-II-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates and Class
M-II-1 Certificates (after taking into account the payment of the Class
A-II Principal Distribution Amount and the Class M-II-1 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-II-2 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made that Distribution Date, less the related
Overcollateralization Floor.
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
M-II-4, Class M-II-5, Class SB-II and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group II
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions.
Class M-II-3 Interest Distribution Amount: With respect to the Class
M-II-3 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest
15
remaining unpaid from any prior Distribution Date, less any Prepayment Interest
Shortfalls for such Distribution Date not covered by Eligible Master Servicing
Compensation and any Relief Act Shortfalls for such Distribution Date allocated
as described herein to the Class M-II-3 Certificates.
Class M-II-3 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount or (ii) on or after the Group II Stepdown Date if
a Group II Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount, the Class M-II-1 Principal Distribution Amount and
the Class M-II-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates, Class
M-II-1 Certificates and Class M-II-2 Certificates (after taking into
account the payment of the Class A-II Principal Distribution Amount, the
Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M- II-3 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x)
the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made on that Distribution Date and (y) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made that Distribution Date, less the
related Overcollateralization Floor.
Class M-II-4 Certificate: Any one of the Class M-II-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-5, Class SB-II and Class R-IV Certificates with respect to distributions
and the allocation of Realized Losses in respect of Loan Group II as set forth
in Section 4.05, and evidencing an interest designated as a "regular interest"
in REMIC IV for purposes of the REMIC Provisions.
Class M-II-4 Interest Distribution Amount: With respect to the Class
M-II-4 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-II-4 Certificates.
Class M-II-4 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount, the Class M-II-1
16
Principal Distribution Amount, the Class M-II-2 Principal Distribution Amount
and the Class M-II-3 Principal Distribution Amount or (ii) on or after the Group
II Stepdown Date if a Group II Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount, the Class M-II-1 Principal Distribution Amount, the
Class M-II-2 Principal Distribution Amount and the Class M-II-3
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates, Class
M-II-1 Certificates, Class M-II-2 Certificates and Class M-II-3
Certificates (after taking into account the payment of the Class A-II
Principal Distribution Amount, the Class M-II-1 Principal Distribution
Amount, the Class M-II-2 Principal Distribution Amount and the Class
M-II-3 Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class M-II-4 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x)
the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made on that Distribution Date and (y) the
aggregate Stated Principal Balance of the Group II Loans after giving
effect to distributions to be made that Distribution Date, less the
related Overcollateralization Floor.
Class M-II-5 Certificate: Any one of the Class M-II-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB-II
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Class M-II-5 Interest Distribution Amount: With respect to the Class
M-II-5 Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest Shortfalls
for such Distribution Date not covered by Eligible Master Servicing Compensation
and any Relief Act Shortfalls for such Distribution Date allocated as described
herein to the Class M-II-5 Certificates.
Class M-II-5 Principal Distribution Amount: With respect to any
Distribution Date (i) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount, the Class M-II-1 Principal Distribution Amount, the Class M-II-2
Principal Distribution Amount, the Class M-II-3 Principal Distribution Amount
and the Class M-II-4 Principal Distribution Amount or (ii) on or after the Group
II Stepdown Date if a Group II Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal
Distribution Amount, the Class M-II-1
17
Principal Distribution Amount, the Class M-II-2 Principal Distribution
Amount, the Class M-II-3 Principal Distribution Amount and the Class
M-II-4 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A-II Certificates, Class
M-II-1 Certificates, Class M-II-2 Certificates, Class M-II-3
Certificates and Class M-II-4 Certificates (after taking into account
the payment of the Class A-II Principal Distribution Amount, the Class
M-II-1 Principal Distribution Amount, the Class M-II-2 Principal
Distribution Amount, the Class M-II-3 Principal Distribution Amount and
the Class M-II-4 Principal Distribution Amount for that Distribution
Date) and (2) the Certificate Principal Balance of the Class M-II-5
Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable Subordination Percentage
and (2) the aggregate Stated Principal Balance of the Group II Loans
after giving effect to distributions to be made on that Distribution
Date and (y) the aggregate Stated Principal Balance of the Group II
Loans after giving effect to distributions to be made that Distribution
Date, less the related Overcollateralization Floor.
Class M-II Basis Risk Shortfall: With respect to the Class M-II-1, Class
M-II-2, Class M-II-3, Class M-II-4 and Class M-II-5 Certificates and any
Distribution Date for which the Pass-Through Rate for any such Class of
Certificates is equal to the Group II Net WAC Cap Rate, the excess, if any, of
(x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, using the lesser of (a) LIBOR plus the related Class M-II
Margin, as calculated for such Distribution Date, and (b) the Maximum Group II
Rate, over (y) Accrued Certificate Interest on such Class of Class M- II
Certificates for such Distribution Date calculated at the Group II Net WAC Cap
Rate.
Class M-II Basis Risk Shortfall Carry-Forward Amount: With respect to
the Class M-II-1, Class M-II-2, Class M-II-3, Class M-II-4 and Class M-II-5
Certificates and any Distribution Date, the sum of (a) the aggregate amount of
Class M-II Basis Risk Shortfall for each such Class on such Distribution Date
plus (b) any Class M-II Basis Risk Shortfall Carry-Forward Amount for such
Classes remaining unpaid from the preceding Distribution Date, plus (c) one
month's interest on the amount in clause (b) (based on the number of days in the
preceding Interest Accrual Period), to the extent previously unreimbursed by
Group I Excess Cash Flow pursuant to Section 4.02(c)(xvi) or Group II Excess
Cash Flow pursuant to Section 4.02(d)(xvii), at a rate equal to the related
Pass- Through Rate.
Class M-II Margin: With respect to the Class M-II-1 Certificates,
initially 0.650% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
0.975% per annum. With respect to the Class M-II-2 Certificates, initially
1.350% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
2.025% per annum. With respect to the Class M-II-3 Certificates, initially
1.500% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
2.250% per annum. With respect to the Class M-II-4 Certificates, initially
2.000% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
3.000% per annum. With respect to the Class M-II-5 Certificates, initially
18
2.500% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Group II Optional Termination Date,
3.750% per annum.
Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III
or Class R-IV Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.
Class SB Certificates: Any one of the Class SB-I and Class SB-II
Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates
and Class M-I Certificates with respect to distributions and the allocation of
Realized Losses in respect of Loan Group I as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC IV for
purposes of the REMIC Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, subordinate to the Class
A-II Certificates and Class M-II Certificates with respect to distributions and
the allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions.
Closing Date: April 28, 2004.
Code: The Internal Revenue Code of 1986.
19
Commission: The Securities and Exchange Commission.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Institutional Trust Services/Global Debt, RAMP, Series 2004-RS4.
Corresponding Class: With respect to each REMIC III Regular Interest
other than REMIC III Regular Interests I-AA, I-ZZ, II-AA and II-ZZ, the
Certificate with the corresponding designation.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: April 1, 2004.
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
April 2004), 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.
20
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Derivative Contract: Any ISDA Master Agreement, together with the
related Schedule and Confirmation, entered into by the Trustee and a Derivative
Counterparty in accordance with Section 4.11.
Derivative Counterparty: Any counterparty to a Derivative Contract as
provided in Section 4.11.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, 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
21
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income) and (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified
Organization also includes any "electing large partnership," as defined in
Section 775(a) of the Code and any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause any REMIC or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of JPMorgan
Chase Bank, or (B) an account or accounts maintained in the corporate asset
services department of 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
and the Reserve Fund, a trust account or accounts maintained in the corporate
trust division of JPMorgan Chase Bank, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Master Servicing Compensation: With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full or Curtailments during the related Prepayment Period, but
not more than the lesser of (a) one-twelfth of 0.125% of
22
the Stated Principal Balance of the Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee, all income and gain on
amounts held in the Custodial Account and the Certificate Account and amounts
payable to the Certificateholders with respect to such Distribution Date and
servicing compensation to which the Master Servicer may be entitled pursuant to
Section 3.10(a)(v) and (vi), in each case with respect to the related Loan
Group; provided that for purposes of this definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02 except as may be required
pursuant to the last sentence of Section 7.02(a).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates, July
25, 2022; with respect to the Class A-I-2 Certificates, September 25, 2025; with
respect to the Class A-I-3 Certificates, January 25, 2030; with respect to the
Class A-I-4 Certificates, April 25, 2034; with respect to the Class A-I-5
Certificates, April 25, 2034; with respect to the Class A-II-A Certificates,
April 25, 2034; with respect to the Class A-II-B1 Certificates, April 25, 2034;
with respect to the Class A-II-B2 Certificates, January 25, 2026; with respect
to the Class A-II-B3 Certificates, July 25, 2031; with respect to the Class
A-II- B4 Certificates, April 25, 2034; with respect to the Class M-I-1
Certificates, April 25, 2034; with respect to the Class M-I-2 Certificates,
April 25, 2034; with respect to the Class M-I-3 Certificates, April 25, 2034;
with respect to the Class M-I-4 Certificates, April 25, 2034; with respect to
the Class M-II-1 Certificates, April 25, 2034; with respect to the Class M-II-2
Certificates, April 25, 2034; with respect to the Class M-II-3 Certificates,
April 25, 2034; with respect to the Class M-II-4 Certificates, April 25, 2034;
with respect to the Class M-II-5 Certificates, April 25, 2034; with respect to
the Class SB-I Certificates, April 25, 2034; and with respect to the Class SB-II
Certificates, April 25, 2034. No event of default under this Agreement will
arise or become
23
applicable solely by reason of the failure to retire the entire Certificate
Principal Balance of any Class of Class A Certificates or Class M Certificates
on or before its Final Scheduled Distribution Date.
Fitch: Fitch, Inc.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group 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, including any Subsequent Recoveries, 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 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, 4.08 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 (w) any payments or collections
consisting of prepayment charges on the Group I Loans that were received during
the related Prepayment Period, (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, including any Subsequent
24
Recoveries, 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 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, 4.08 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: (w) any payments or
collections consisting of prepayment charges on the Group II Loans that were
received during the related Prepayment Period, (x) the Amount Held for Future
Distribution with respect to the Group II Loans and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Group II Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Group I Cut-off Date Balance: $400,000,801.01.
Group II Cut-off Date Balance: $700,002,165.91.
Group I Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-I Certificate that, pursuant to Section
4.02(c), is used to increase the Group II Overcollateralization Amount or is
used to offset Realized Losses on any Group II Loans. Any reduction in the Group
II Overcollateralization Amount shall first reduce the Group I Diverted Excess
Spread until it is reduced to zero. In the event of a distribution in respect of
a Group II Overcollateralization Reduction Amount to the Class SB-I
Certificates, such reduction shall be deemed to be applied to reduce any Group I
Diverted Excess Spread. No interest will accrue on the Group I Diverted Excess
Spread.
Group II Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-II Certificate that, pursuant to Section
4.02(d), is used to increase the Group I Overcollateralization Amount or is used
to offset Realized Losses on any Group I Loans. Any reduction in the Group I
Overcollateralization Amount shall first reduce the Group II Diverted Excess
Spread until it is reduced to zero. In the event of a distribution in respect of
a Group I Overcollateralization Reduction Amount to the Class SB-II Certificates
such reduction shall be deemed to be applied to reduce any the Group II Diverted
Excess Spread. No interest will accrue on the Group II Diverted Excess Spread.
Group I Excess Cash Flow: With respect to the Group I Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
I Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group I Interest Distribution Amount for that Distribution Date and (b)
the Group I Principal Remittance Amount for that Distribution Date and (B) the
Group I Overcollateralization Reduction Amount, if any, for that Distribution
Date.
Group II Excess Cash Flow: With respect to the Group II Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
II Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group II Interest Distribution Amount for that
25
Distribution Date and (b) the Group II Principal Remittance Amount for that
Distribution Date and (B) the Group II Overcollateralization Reduction Amount,
if any, for that Distribution Date.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group I Interest Distribution Amount: The sum of the Class A-I, Class
M-I-1, Class M-I-2 and Class M-I-3 Interest Distribution Amounts.
Group II Interest Distribution Amount: The sum of the Class A-II, Class
M-II-1, Class M-II- 2, Class M-II-3, Class M-II-4 and Class M-II-5 Interest
Distribution Amounts.
Group I Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as the Group II-A Loans and the Group
II-B Loans.
Group II-A Loan: The Mortgage Loans designated as Group II-A Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-2.
Group II-B Loan: The Mortgage Loans designated as Group II-B Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-3.
Group II Basis Risk Shortfall: Any Class M-II Basis Risk Shortfall or
Group II Basis Risk Shortfall, as applicable.
Group I Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted
average of the Pass-Through Rates for each REMIC III Group I Regular Interest
(other than REMIC III Regular Interest I-AA), with the rates on each such REMIC
III Regular Interest (other than REMIC III Regular Interest I-ZZ) subject to a
cap equal to the Pass-Through Rate for the Corresponding Class for such REMIC
III Regular Interest, and the rate on REMIC III Regular Interest I-ZZ subject to
a cap of zero, in each case for purposes of this calculation.
Group II Marker Rate: With respect to the Class SB-II Certificates and
any Distribution Date, a per annum rate equal to two (2) multiplied by the
weighted average of the Pass-Through Rates for each REMIC III Group II Regular
Interest (other than REMIC III Regular Interest II-AA), with the rates on each
such REMIC III Regular Interest (other than REMIC III Regular Interest II-ZZ)
subject to a cap equal to the Pass-Through Rate for the Corresponding Class for
such REMIC III Regular
26
Interest, and the rate on REMIC III Regular Interest II-ZZ subject to a cap of
zero, in each case for purposes of this calculation.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date, and in the case of the
Class A-I-1 Certificates, multiplied by a fraction equal to 30 divided by the
actual number of days in the related Interest Accrual Period.
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
product of (i) a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group
II Loans using the Net Mortgage Rates in effect for the Monthly Payments due on
such Mortgage Loans during the related Due Period, weighted on the basis of the
respective Stated Principal Balances thereof for such Distribution Date and (ii)
a fraction equal to 30 divided by the actual number of days in the related
Interest Accrual Period.
Group I Net WAC Cap Shortfall: With respect to the Class A-I-1, Class
A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I-1, Class M-I-2 or Class
M-I-3 Certificates and any Distribution Date for which the Pass-Through Rate for
such Certificates is equal to the Group I Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates calculated at
a rate equal to the rate determined in clause (i) of the definition of
Pass-Through Rate for such Class of Class A-I Certificates or Class M-I
Certificates over (y) Accrued Certificate Interest on such Class of Class A-I
Certificates or Class M-I Certificates for such Distribution Date calculated at
the Group I Net WAC Cap Rate.
Group I Net WAC Cap Shortfall Carry-Forward Amount: With respect to the
Class A-I-1, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates and each Distribution Date, the sum of (a) the
aggregate amount of Group I Net WAC Cap Shortfall for such Class on such
Distribution Date plus (b) any Group I Net WAC Cap Shortfall Carry-Forward
Amount for such Class remaining unpaid from the preceding Distribution Date,
plus (c) one month's interest on the amount in clause (b) (based on the number
of days in the preceding Interest Accrual Period), to the extent previously
unreimbursed by Group I Excess Cash Flow pursuant to Section 4.02(c)(xv) or
Group II Excess Cash Flow pursuant to Section 4.02(d)(xviii), at a rate equal to
the related Pass-Through Rate.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (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.
27
Group I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates as of such date, before
taking into account distributions of principal to be made on that Distribution
Date.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the Certificate Principal Balance of the Class
A-II Certificates and Class M-II Certificates as of such date, before taking
into account distributions of principal to be made on that Distribution Date.
Group I Overcollateralization Increase Amount: With respect to any
Distribution Date, an amount equal to the lesser of (i) the Group I Excess Cash
Flow for that Distribution Date available to make payments pursuant to Section
4.02(c)(ix) plus the Group II Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(d)(x) and (xii), and (ii)
the excess, if any, of (x) the Group I Required Overcollateralization Amount for
that Distribution Date over (y) the Group I Overcollateralization Amount for
that Distribution Date.
Group II Overcollateralization Increase Amount: With respect to any
Distribution Date, an amount equal to the lesser of (i) the Group II Excess Cash
Flow for that Distribution Date available to make payments pursuant to Section
4.02(d)(xi) plus the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(viii) and (x), and (ii)
the excess, if any, of (x) the Group II Required Overcollateralization Amount
for that Distribution Date over (y) the Group II Overcollateralization Amount
for that Distribution Date.
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date for which the Group I Excess Overcollateralization Amount is,
or would be, after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the lesser of (i)
the Group I Excess Overcollateralization Amount for that Distribution Date and
(ii) the Group I Principal Remittance Amount for that Distribution Date.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date for which the Group II Excess Overcollateralization Amount is,
or would be, after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the lesser of (i)
the Group II Excess Overcollateralization Amount for that Distribution Date and
(ii) the Group II Principal Remittance Amount for that Distribution Date.
Group I Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group I Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group II Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group II Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
28
Group I Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available
Distribution Amount over (y) the Group I Interest Distribution Amount and (ii)
any Group II Excess Cash Flow used to pay principal on the Group I Certificates
pursuant to Section 4.02(d)(viii), (x) and (xii) and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced
with respect to the related Due Period on each Outstanding Mortgage Loan that is
a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased during
the related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08 and the amount of any shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan that is a Group I
Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other
than Subsequent Recoveries, on the Group I Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the related Prepayment Period to the
extent applied by the Master Servicer as recoveries of principal of the Group I
Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to
have been incurred) on any Group I Loans in the calendar month preceding such
Distribution Date to the extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
(v) the amount of any Group I Overcollateralization Increase Amount for
such Distribution Date to the extent covered by Group I Excess Cash Flow or
Group II Excess Cash Flow;
minus
(vi) the amount of any related Group I Overcollateralization Reduction
Amount for such Distribution Date; and
(vii) the amount of any Capitalization Reimbursement Amount for such
Distribution Date relating to the Group I Loans.
Group II Principal Allocation Amount: With respect to any distribution
date, the sum of (a) the Group II Principal Remittance Amount for such
Distribution Date on the Group II Loans and (b) the aggregate amount of Realized
Losses on the Group II Loans in the calendar month preceding such Distribution
Date, to the extent covered by Excess Cash Flow for such Distribution Date;
provided, that on any Distribution Date on which there is insufficient Excess
Cash Flow to cover all Realized Losses on the Group II Loans, in determining the
Class A-II-A Principal Distribution Amount and Class A-II-B Principal
Distribution Amount, the available Excess Cash Flow will be allocated to the
Class A-II-A Certificates and Class A-II-B Certificates, pro rata, based on the
principal portion of Realized Losses on the Group II-A Loans and the Group II-B
Loans, respectively.
29
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount and (ii)
any Group I Excess Cash Flow used to pay principal on the Group II Certificates
pursuant to Section 4.02(c)(vii), (viii) and (x) and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced
with respect to the related Due Period on each Outstanding Mortgage Loan that is
a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan repurchased
during the related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08 and the amount of any shortfall deposited in the Custodial Account in
connection with the substitution of a Deleted Mortgage Loan that is a Group II
Loan pursuant to Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other
than Subsequent Recoveries, on the Group II Loans (including, without
limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) received during the related Prepayment
Period to the extent applied by the Master Servicer as recoveries of principal
of the Group II Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to
have been incurred) on any Group II Loans in the calendar month preceding such
Distribution Date to the extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
(v) the amount of any Group II Overcollateralization Increase Amount for
such Distribution Date to the extent covered by Group I Excess Cash Flow or
Group II Excess Cash Flow;
minus
(vi) the amount of any related Group II Overcollateralization Reduction
Amount for such Distribution Date; and
(vii) the amount of any Capitalization Reimbursement Amount for such
Distribution Date relating to the Group II Loans.
Group I Principal Remittance Amount: With respect to any Distribution
Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the
definition of Group I Principal Distribution Amount for that Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, the sum of the amounts described in clauses (i), (ii) and (iii) of the
definition of Group II Principal Distribution Amount for that Distribution Date.
Group I Required Overcollateralization Amount: As of any Distribution
Date, (a) if such Distribution Date is prior to the Group I Stepdown Date, 1.95%
of the Group I Cut-off Date Balance, or (b) if such Distribution Date is on or
after the Group I Stepdown Date, the greater of (i) 3.90% of
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the then current aggregate Stated Principal Balance of the Group I Loans as of
the end of the related Due Period and (ii) the related Overcollateralization
Floor. The Group I Required Overcollateralization Amount may be reduced from
time to time with notification to each of the Rating Agencies and without the
consent of the Certificateholders.
Group II Required Overcollateralization Amount: As of any Distribution
Date, (a) if such Distribution Date is prior to the Group II Stepdown Date,
4.50% of the Group II Cut-off Date Balance, or (b) if such Distribution Date is
on or after the Group II Stepdown Date, the greater of (i) 9.00% of the then
current aggregate Stated Principal Balance of the Group II Loans as of the end
of the related Due Period and (ii) the related Overcollateralization Floor. The
Group II Required Overcollateralization Amount may be reduced from time to time
with notification to each of the Rating Agencies and without the consent of the
Certificateholders.
Group I Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class M-I-1, Class M-I-2 and Class M-I-3 Certificates
and (ii) the Group I Overcollateralization Amount, in each case prior to the
distribution of the Group I Principal Distribution Amount on such Distribution
Date, by (y) the aggregate Stated Principal Balance of the Group I Loans after
giving effect to distributions to be made on that Distribution Date.
Group II Senior Enhancement Percentage: For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class M-II-1, Class M-II-2, Class M-II-3, Class M-II-4
and Class M-II-5 Certificates and (ii) the Group II Overcollateralization
Amount, in each case prior to the distribution of the Group II Principal
Distribution Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to distributions to
be made on that Distribution Date.
Group I Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date, the fraction, expressed as a percentage, equal to (x) the
aggregate Stated Principal Balance of the Group I Loans that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date,
including Group I Loans in foreclosure and REO Properties, over (y) the
aggregate Stated Principal Balance of all of the Group I Loans immediately
preceding that Distribution Date.
Group II Sixty-Plus Delinquency Percentage: With respect to any
Distribution Date, the fraction, expressed as a percentage, equal to (x) the
aggregate Stated Principal Balance of the Group II Loans that are 60 or more
days delinquent in payment of principal and interest for that Distribution Date,
including Group II Loans in foreclosure and REO Properties, over (y) the
aggregate Stated Principal Balance of all of the Group II Loans immediately
preceding that Distribution Date.
Group I Stepdown Date: The Distribution Date which is the later to occur
of (i) the Distribution Date occurring in May 2007 and (ii) the first
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Loans as of the end of the related Due Period is less than one-half of the Group
I Cut-off Date Balance.
Group II Stepdown Date: The Distribution Date which is the later to
occur of (i) the Distribution Date occurring in May 2007 and (ii) the first
Distribution Date on which the aggregate
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Stated Principal Balance of the Group II Loans as of the end of the related Due
Period is less than one-half of the Group II Cut-off Date Balance.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date if either (i) (A) with respect to any Distribution Date
(other than the first Distribution Date), the three-month average (or two
month-average in the case of the second Distribution Date) of the Group I
Sixty-Plus Delinquency Percentage, as determined on that Distribution Date and
the immediately preceding two Distribution Dates (or immediately preceding
Distribution Date in the case of the second Distribution Date), equals or
exceeds 50.00% of the Group I Senior Enhancement Percentage or (B) with respect
to the first Distribution Date, the Group I Sixty-Plus Delinquency Percentage,
as determined on that Distribution Date, equals or exceeds 50.00% of the Group I
Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses on
the Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds
the applicable amount set forth below:
May 2007 to April 2008.. 1.25% with respect to May 2007, plus an additional
1/12th of 0.85% for each month thereafter.
May 2008 to April 2009.. 2.10% with respect to May 2008, plus an additional
1/12th of 0.70% for each month thereafter.
May 2009 to April 2010.. 2.80% with respect to May 2009, plus an additional
1/12th of 0.55% for each month thereafter.
May 2010 to April 2011.. 3.35% with respect to May 2010, plus an additional
1/12th of 0.15% for each month thereafter.
May 2011 and thereafter. 3.50%.
Group II Trigger Event: A Group II Trigger Event is in effect with
respect to any Distribution Date if either (i) (A) with respect to any
Distribution Date (other than the first Distribution Date), the three-month
average (or two month-average in the case of the second Distribution Date) of
the Group II Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date and the immediately preceding two Distribution Dates (or
immediately preceding Distribution Date in the case of the second Distribution
Date), equals or exceeds 42.00% of the Group II Senior Enhancement Percentage or
(B) with respect to the first Distribution Date, the Group II Sixty-Plus
Delinquency Percentage, as determined on that Distribution Date, equals or
exceeds 42.00% of the Group II Senior Enhancement Percentage or (ii) the
aggregate amount of Realized Losses on the Group II Loans as a percentage of the
Group II Cut-off Date Balance exceeds the applicable amount set forth below:
May 2007 to April 2008...4.50% with respect to May 2007, plus an additional
1/12th of 2.25% for each month thereafter.
May 2008 to April 2009...6.75% with respect to May 2008, plus an additional
1/12th of 2.00% for each month thereafter.
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May 2009 to April 2010..... 8.75% with respect to May 2009, plus an additional
1/12th of 1.00% for each month thereafter.
May 2010 and thereafter.... 9.75%.
Group I Uncertificated Regular Interests: The REMIC I Regular Interest
and the REMIC III Group I Regular Interests.
Group II Uncertificated Regular Interests: The REMIC II Regular Interest
and the REMIC III Group II Regular Interests.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class R Certificates), the Certificate Principal
Balance of such Class of Certificates as of the Cut- off Date as set forth in
the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates), Class M-I Certificates and Class SB
Certificates and any Distribution Date, the prior calendar month. With respect
to the Class A-I-1, Class A-II and Class M-II Certificates, (i) with respect to
the Distribution Date in May 2004, the period commencing on the Closing Date and
ending on the day preceding the Distribution Date in May 2004, and (ii) with
respect to any
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Distribution Date after the Distribution Date in May 2004, the period commencing
on the Distribution Date in the month immediately preceding the month in which
such Distribution Date occurs and ending on the day preceding such Distribution
Date.
Interest Remittance Amount: With respect to any Distribution Date and
any Sub-Group, the portion of the Available Distribution Amount for such
Distribution Date attributable to interest received or advanced with respect to
the mortgage loans.
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Trustee, any Mortgagor, any Manager of a Mortgaged
Property, or any Person known to a Responsible Officer of the Trustee to be an
Affiliate of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds and Subsequent
Recoveries.
Loan Group: With respect to the Class A-I, Class M-I and Class SB-I
Certificates, the Group I Loans, and with respect to the Class A-II, Class M-II
and Class SB-II Certificates, the Group II Loans.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the 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.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III and REMIC IV, the latest
34
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 April 25,
2034, which is the Distribution Date following the last scheduled monthly
payment of the Group I Loans and the Group II Loans.
Maximum Group II Rate: With respect to the Class A-II Certificates and
Class M-II Certificates and any Interest Accrual Period, 14.00% per annum.
Maximum Mortgage Rate: As to any adjustable rate Mortgage Loan, the rate
indicated in Exhibit F-2 hereto as the "NOTE CEILING," which rate is the maximum
interest rate that may be applicable to such adjustable rate Mortgage Loan at
any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Group II Loan and any date of
determination, the Maximum Mortgage Rate minus the sum of (i) the Subservicing
Fee Rate and (ii) the Servicing Fee Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan, the
greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2 hereto
as the "NOTE FLOOR", which rate may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such adjustable rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate, minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any
35
adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver
or grace period and before any Servicing Modification that constitutes a
reduction of the interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,
the mortgage, deed of trust or other comparable instrument creating a first or
junior lien on an estate in fee simple 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 Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2 and Exhibit F-3 (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or "MATURITY
DT" for Mortgage Loans 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 Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for the
adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is secured by a primary
residence);
36
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii) the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the adjustable
rate Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC
DECR" or "PERIODIC INCR"); and
(xvii) the rounding of the semi-annual or annual adjustment to the
Mortgage Rate with respect to the adjustable rate Mortgage Loans ("NOTE
METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F-1, Exhibit F-2 or Exhibit F-3
hereto, as applicable, except in the case of the adjustable rate Mortgage Loans
indicated by an "X" on Exhibit F-1, Exhibit F-2 or Exhibit F-3 hereto under the
heading "NOTE METHOD"), of the related Index plus the Note Margin, in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum
Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
37
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the sum of (i) the related Servicing Fee Rate and
(ii) the related Subservicing Fee Rate.
Non-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 or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by an Officer's Certificate delivered
to the Depositor, the Trustee and the Master Servicer setting forth such
determination, which shall include any other information or reports obtained by
the Master Servicer such as property operating statements, rent rolls, property
inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above, the Trustee shall be entitled to rely
upon any determination by the Master Servicer that any Advance previously made
is a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such adjustable rate Mortgage
Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the Master Servicer, as the case may be,
and delivered to the Trustee, as required by this Agreement.
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Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs or compliance with the
REMIC Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Overcollateralization Floor: As to either Loan Group, an amount equal to
0.50% of the aggregate Stated Principal Balance of the related Mortgage Loans as
of the Cut-off Date.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I-1 Certificates and each
Interest Accrual Period a per annum rate equal to the lesser of (i) One-Month
LIBOR plus the Class A-I-1 Margin and (ii) the Group I Net WAC Cap Rate. With
respect to the Class A-I-2 Certificates and each Interest Accrual Period, a per
annum rate equal to 3.247%. With respect to the Class A-I-3 Certificates and
each Interest Accrual Period, a per annum rate equal to 4.003% per annum. With
respect to the Class A-I-4 Certificates and each Interest Accrual Period, a per
annum rate equal to the lesser of (i) 4.911% per annum and (ii) the Group I Net
WAC Cap Rate. With respect to the Class A-I-5 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (i) 5.942% per annum and
(ii) the Group I Net WAC Cap Rate; provided, that, on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
the applicable per annum rate for purposes of clause (i) shall be equal to
6.442%. With respect to the Class A-I-6 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (i) 5.072% per annum and (ii)
the Group I Net WAC Cap Rate. With respect to the Class M-I-1 Certificates and
each Interest Accrual Period, a per annum rate equal to the lesser of (i) 5.559%
per annum and (ii) the Group I Net WAC Cap Rate; provided, that, on or after the
second Distribution Date after the first possible Group I Optional Termination
Date, the applicable per annum rate for purposes of clause (i) shall be equal to
6.009%. With respect to the Class M-I-2 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (i) 6.134% per annum and (ii)
the Group I Net WAC Cap Rate; provided, that, on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
the applicable per annum rate for purposes of clause (i) shall be equal to
6.634%. With respect to the Class M-I-3 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (i) 6.419% per annum and (ii)
the Group I Net WAC Cap Rate; provided, that, on or after the second
Distribution Date after the first possible Group I Optional Termination Date,
the applicable per annum rate for purposes of clause (i) shall be equal to
6.919%. For federal income tax purposes, however, the amount determined under
each clause (ii) in this paragraph shall be the equivalent of the Group I Net
WAC Cap Rate, expressed as the weighted average of the Uncertificated REMIC III
Pass-Through Rates for the REMIC III Group I Regular Interests, weighted on the
basis of the respective Uncertificated Principal Balances thereof for such
39
Distribution Date, and multiplied, in the case of the Class A-I-1 Certificates,
by a fraction, the numerator of which is 30, and the denominator of which is the
actual number of days in the related Interest Accrual Period.
With respect to the Class A-II Certificates and each Interest Accrual
Period, a per annum rate equal to the least of (i) LIBOR plus the related Class
A-II Margin, (ii) the Maximum Group II Rate and (iii) the Group II Net WAC Cap
Rate. With respect to the Class M-II Certificates and each Interest Accrual
Period, a per annum rate equal to the least of (i) LIBOR plus the related Class
M-II Margin, (ii) the Maximum Group II Rate and (iii) the Group II Net WAC Cap
Rate. For federal income tax purposes, however, the amount determined under each
clause (iii) in this paragraph shall be the equivalent of the foregoing,
expressed as the weighted average of the Uncertificated REMIC III Pass-Through
Rates for REMIC III Group II Regular Interests, weighted on the basis of the
Uncertificated Principal Balance thereof for such Distribution Date, multiplied
by a fraction, the numerator of which is 30, and the denominator of which is the
actual number of days in the related Interest Accrual Period.
With respect to the Class SB-I Certificates, a per annum rate equal to
the percentage equivalent of a fraction, (x) the numerator of which is the sum,
for each REMIC III Group I Regular Interest, of the excess of the Uncertificated
Pass-Through Rate for such REMIC III Group I Regular Interest over the Group I
Marker Rate, applied to a notional amount equal to the Uncertificated Principal
Balance of such REMIC III Group I Regular Interest and (y) the denominator of
which is the aggregate Uncertificated Principal Balance of the REMIC III Group I
Regular Interests. With respect to the Class SB-II Certificates, a per annum
rate equal to the percentage equivalent of a fraction, (x) the numerator of
which is the sum, for each REMIC III Group II Regular Interest, of the excess of
the Uncertificated Pass-Through Rate for such REMIC III Group II Regular
Interest over the Group II Marker Rate, applied to a notional amount equal to
the Uncertificated Principal Balance of such REMIC III Group II Regular Interest
and (y) the denominator of which is the aggregate Uncertificated Principal
Balance of the REMIC III Group II Regular Interests.
Paying Agent: JPMorgan Chase Bank or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M
Certificate, the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class SB Certificate
or Class R Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
40
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short- term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under the laws
of the United States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in its highest short-
term rating available; provided that such commercial paper and demand
notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced
in 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
41
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 F-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Assumption: With respect to the Class A Certificates and
Class M 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 prepayment rate of
20% HEP with respect to the Group I Loans, and 25% HEP with respect to the Group
II Loans.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1, Exhibit F-2 and Exhibit F-3 with the
exception of either code "23" or "96" under the column "MI CO CODE".
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
42
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances on such Mortgage Loan
(or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per
annum at which the Servicing Fee is calculated in the case of a Modified
Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) in the case of a purchase made by the
Master Servicer) on the Stated Principal Balance thereof to, but not including,
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it replaces had
on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) in the case of the adjustable rate Mortgage Loans, (w) have a
43
Mortgage Rate that adjusts with the same frequency and based upon the same Index
as that of the Deleted Mortgage Loan, (x) have a Note Margin not less than that
of the Deleted Mortgage Loan; (y) have a Periodic Rate Cap that is equal to that
of the Deleted Mortgage Loan; and (z) have a next Adjustment Date no later than
that of the Deleted Mortgage Loan.
Rating Agency: Standard & Poor's and Moody's. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) from the Due
Date as to which interest was last paid or advanced to Certificateholders up to
the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) and to principal of the Mortgage Loan, net of the
portion thereof reimbursable to the Master Servicer or any Subservicer with
respect to related Advances, Servicing Advances or other expenses as to which
the Master Servicer or Subservicer is entitled to reimbursement thereunder but
which have not been previously reimbursed. With respect to each Mortgage Loan
which is the subject of a Servicing Modification, (a) (1) the amount by which
the interest portion of a Monthly Payment or the principal balance of such
Mortgage Loan was reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that constitute Servicing Advances that are
reimbursable to the Master Servicer or a Subservicer, and (b) any such amount
with respect to a Monthly Payment that was or would have been due in the month
immediately following the month in which a Principal Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been received. 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.
44
Record Date: With respect to each Distribution Date and each Class of
Certificates (other than the Class A-I-1, Class A-II and Class M-II Certificates
which are Book-Entry Certificates), the close of business on the last Business
Day of the month next preceding the month in which the related Distribution Date
occurs. With respect to each Distribution Date and the Class A-I-1, Class A-II
and Class M-II Certificates which are Book-Entry Certificates, the close of
business on the Business Day prior to such Distribution Date.
Regular Certificates: The Class A, Class M and Class SB Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
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 successor master servicer shall appoint
a successor REMIC Administrator, subject to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Reserve Fund, which is not an asset of any REMIC), constituting a portion of the
primary trust created hereby and to be administered hereunder, with respect to
which a separate REMIC election is to be made (other than with respect to the
items in clause (v) and the proceeds thereof), consisting of: (i) the Group I
Loans and the related Mortgage Files; (ii) all payments on and collections in
respect of the Group I Loans due after the Cut-off Date (other than Monthly
Payments due in April 2004) 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 Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy pertaining to
the Group I Loans, if any; and (v) all proceeds of clauses (i) through (iv)
above.
REMIC I Regular Interest: REMIC I Regular Interest A.
REMIC I Regular Interest A: A regular interest in REMIC I that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Reserve Fund, which is not an asset of any REMIC), constituting a portion of the
primary trust created hereby and
45
to be administered hereunder, with respect to which a separate REMIC election is
to be made (other than with respect to the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group II Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group II Loans due after
the Cut-off Date (other than Monthly Payments due in April 2004) as shall be on
deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a Group II Loan and
which has been acquired for the benefit of the Certificateholders by foreclosure
or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary
Insurance Policy pertaining to the Group II Loans, if any; and (v) all proceeds
of clauses (i) through (iv) above.
REMIC II Regular Interest: REMIC II Regular Interest X.
XXXXX XX Regular Interest B: A regular interest in REMIC II that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interest and the REMIC II Regular Interest.
REMIC III Group I Diverted Excess Spread: 1% of the Group I Diverted Excess
Spread.
REMIC III Group II Diverted Excess Spread: 1% of the Group II Diverted
Excess Spread.
REMIC III Group I Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular Interests then
outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest I-AA minus the Group I Marker Rate, divided by (b) 12.
REMIC III Group II Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group II Regular Interests
then outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest II-AA minus the Group II Marker Rate divided by (b) 12.
REMIC III Group I Overcollateralized Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC III Group I Regular Interests minus (ii) the aggregate Uncertificated
Principal Balances of the REMIC III Group I Regular Interests (other than REMIC
III Regular Interests I-AA and I-ZZ), in each case as of such date of
determination.
REMIC III Group II Overcollateralized Amount: With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Principal Balances of
the REMIC III Group II Regular Interests minus (ii) the aggregate Uncertificated
Principal Balances of the REMIC III Group II
46
Regular Interests (other than REMIC III Group II Regular Interests II-A and
II-ZZ), in each case as of such date of determination.
REMIC III Group I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group I Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the sum of the Uncertificated
Principal Balances of REMIC III Regular Interests X-X-0, X-X-0, X-X-0, X-X-0,
X-X-0, M-I-1, M-I-2, M-I-3 and M-I-4 and the denominator of which is the sum of
the Uncertificated Principal Balances of REMIC III Regular Interests X-X-0,
X-X-0, X-X-0, X-X-0, X-X-0, M-I-1, M-I-2, M-I-3, M-I-4 and I-ZZ.
REMIC III Group II Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group II Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two times the Uncertificated Principal
Balances of REMIC III Regular Interests A-II-A, A-II-B, M-II-1, M-II-2, M-II-3,
M-II-4, M-II-5 and M-II-6 and the denominator of which is the sum of the
Uncertificated Principal Balances of REMIC III Regular Interests A-II-A, A-II-B,
M-II-1, M-II-2, M-II-3, M-II-4, M-II-5, M-II-6 and II-ZZ.
REMIC III Group I Regular Interests: REMIC III Regular Interests I-AA,
X-X-0, X-X-0, X-X-0, X-X-0, X-X-0, M-I-1, M-I-2, M-I-3, M-I-4 and I-ZZ.
REMIC III Group II Regular Interests: REMIC III Regular Interests II-AA,
A-II-A, A-II-B, M-II-1, M-II-2, M-II-3, M-II-4, M-II-5, M-II-6 and II-ZZ.
REMIC III Group I Required Overcollateralization Amount: 1% of the Group
I Required Overcollateralization Amount.
REMIC III Group II Required Overcollateralized Amount: 1% of the Group
II Required Overcollateralization Amount.
REMIC III Regular Interests: REMIC III Regular Interest I-AA, REMIC III
Regular Interest A-I-1, REMIC III Regular Interest A-I-2, REMIC III Regular
Interest A-I-3, REMIC III Regular Interest A-I-4, REMIC III Regular Interest
A-I-5, REMIC III Regular Interest M-I-1, REMIC III Regular Interest M-I-2, REMIC
III Regular Interest M-I-3, REMIC III Regular Interest I-ZZ, REMIC III Regular
Interest II-AA, REMIC III Regular Interest A-II-A, REMIC III Regular Interest
A-II-B1, REMIC III Regular Interest A-II-B2, REMIC III Regular Interest A-II-B3,
REMIC III Regular Interest A-II-B4, REMIC III Regular Interest M-II-1, REMIC III
Regular Interest M-II-2, REMIC III Regular Interest M-II-3, REMIC III Regular
Interest M-II-4, REMIC III Regular Interest M-II-5, REMIC III Regular Interest
M-II-6 and REMIC III Regular Interest II-ZZ.
REMIC III Regular Interest I-AA: A regular interest in REMIC III that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
47
REMIC III Regular Interest A-I-1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-I-2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-I-3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-I-4: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-I-5: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-I-1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-I-2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-I-3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest I-ZZ: A regular interest in REMIC III that is
held as an asset of REMIC IV, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
48
REMIC III Regular Interest II-AA: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-II-A: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-II-B1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-II-B2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-II-B3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest A-II-B4: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-II-1: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-II-2: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-II-3: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
49
REMIC III Regular Interest M-II-4: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest M-II-5: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest II-ZZ: A regular interest in REMIC III that
is held as an asset of REMIC IV, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest I-ZZ Maximum Interest Deferral Amount: With
respect to any Distribution Date, the sum of (a) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
I-ZZ Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
Regular Interest I-ZZ over (y) the REMIC III Group I Overcollateralized Amount,
in each case for such Distribution Date, over (ii) the sum of Uncertificated
Accrued Interest on REMIC III Regular Interest A-I-1 through REMIC III Regular
Interest A-I-6 and REMIC III Regular Interest M-I-1 through REMIC III Regular
Interest M-I-3, with the rate on each such REMIC III Group I Regular Interest
subject to a cap equal to the Pass-Through Rate for the Corresponding Class for
the purpose of this calculation and (b) the REMIC III Group II Diverted Excess
Spread.
REMIC III Regular Interest II-ZZ Maximum Interest Deferral Amount: With
respect to any Distribution Date, the sum of (a) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
II-ZZ Uncertificated Pass-Through Rate and an Uncertificated Principal Balance
equal to the excess of (x) the Uncertificated Principal Balance of REMIC III
Regular Interest II-ZZ over (y) the REMIC III Group II Overcollateralized
Amount, in each case for such Distribution Date, over (ii) the sum of
Uncertificated Accrued Interest on REMIC III Regular Interests A-II-A, REMIC III
Regular Interest A-II-B1, REMIC III Regular Interest A-II-B2, REMIC III Regular
Interest A-II-B3, REMIC III Regular Interest A-II-B4 and REMIC III Regular
Interest M-II-1 through REMIC III Regular Interest M-II-5, with the rate on each
such REMIC III Group II Regular Interest subject to a cap equal to the
Pass-Through Rate for the Corresponding Class for the purpose of this
calculation and (b) the REMIC III Group I Diverted Excess Spread.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC III Regular Interests.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
50
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
on the unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) 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, on
behalf of the Trustee for the benefit of the Certificateholders pursuant to
Section 3.14, through foreclosure or deed in lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been
subject to an interest rate reduction, (ii) has been subject to a term extension
or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with clause (i) above for a
temporary period shall not be a Reportable Modified Mortgage Loan if such
Mortgage Loan has not been delinquent in payments of principal and interest for
six months since the date of such modification if that interest rate reduction
is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
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.
Reserve Fund: An "outside reserve fund" within the meaning of Treasury
regulation Section 1.860G-2(h), which is not an asset of any REMIC, ownership of
which is evidenced by the Class SB- I Certificates and Class SB-II Certificates,
as applicable, and which is established and maintained pursuant to Section 4.09.
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Reserve Fund Deposit: With respect to the Reserve Fund, an amount equal
to $5,000, which the Trustee shall deposit into the Reserve Fund pursuant to
Section 4.09 hereof.
Reserve Fund Residual Right: The right to distributions from the Reserve
Fund as described in Section 4.09 hereof.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Institutional Trust Services/Structured Finance Services 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 with direct
responsibility for the administration of this Agreement.
Servicing Accounts: The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
including any expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered on the MERS System, (iii) the management
and liquidation of any REO Property, (iv) any mitigation procedures implemented
in accordance with Section 3.07 and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan, any extension of the final
maturity date of a Mortgage Loan, and any increase to the Stated Principal
Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid
principal and interest and other amounts owing under the Mortgage Loan, in each
case pursuant to a modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
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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 on the Closing Date by the Master Servicer, as such list may from
time to time be amended.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan plus (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (a) the aggregate of the principal portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period commencing on the first Due Period after the Cut-Off Date
and ending with the Due Period related to the most recent Distribution Date
which were received or with respect to which an Advance was made, 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.
Sub-Group: Each sub-group of Loan Group II referred to as the Group II-A
Loans and the Group II-B Loans.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordination Percentage: With respect to the Class A-I Certificates,
82.60%; with respect to the Class M-I-1 Certificates, 89.10%; with respect to
the Class M-I-2 Certificates, 92.60%; with respect to the Class M-I-3
Certificates, 96.10%; with respect to the Class A-II Certificates, 55.50%; with
respect to the Class M-II-1 Certificates, 73.90%; with respect to the Class
M-II-2 Certificates, 84.50%; with respect to the Class M-II-3 Certificates,
86.50%; with respect to the Class M-II-4 Certificates, 88.90%; and with respect
to the Class M-II-5 Certificates, 91.00%.
Subsequent Recoveries: As of any Distribution Date, amounts received by
the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.10) or surplus amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement and assigned to the Trustee pursuant to Section
2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
53
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate equal to the
Subservicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate: The per annum rate designated on the Mortgage
Loan Schedule as the "SUBSERV FEE".
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II, REMIC III and REMIC IV due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
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Trust Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III and
REMIC IV, the Reserve Fund and the Reserve Fund Deposit.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the REMIC I Regular Interest, the REMIC II
Regular Interest and the REMIC III 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 III
Group I Regular Interests for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Eligible Master Servicing Compensation)
relating to the Group I Loans for any Distribution Date shall be allocated
first, to Uncertificated Accrued Interest payable to REMIC III Regular Interest
I-AA and REMIC III Regular Interest I-ZZ up to an aggregate amount equal to the
REMIC III Group I Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter any remaining Prepayment Interest Shortfalls (to the extent not
covered by Eligible Master Servicing Compensation) relating to the Group I Loans
for any Distribution Date shall be allocated among the REMIC III Group I Regular
Interests, pro rata based on, and to the extent of, Uncertificated Accrued
Interest, as calculated without application of this sentence. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC III
Group II Regular Interests for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Eligible Master Servicing Compensation)
relating to the Group II Loans for any Distribution Date shall be allocated
first, to Uncertificated Accrued Interest payable to REMIC III Regular Interest
II-AA and REMIC III Regular Interest II-ZZ up to an aggregate amount equal to
the REMIC III Group II Interest Loss Allocation Amount, 98% and 2%,
respectively, and thereafter any remaining Prepayment Interest Shortfalls (to
the extent not covered by Eligible Master Servicing Compensation) relating to
the Group II Loans for any Distribution Date shall be allocated among the REMIC
III Group II Regular Interests, pro rata based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this
sentence.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate or Uncertificated
REMIC III Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. The
Uncertificated Principal Balance of each Uncertificated Regular Interest shall
be reduced by all distributions of principal made on such Uncertificated Regular
Interest, as applicable, on such Distribution Date and, if and to the extent
necessary and appropriate, shall be further reduced in such Distribution Date by
Realized Losses. The Uncertificated Principal Balance of each Uncertificated
Regular Interest shall never be less than zero.
Uncertificated Regular Interests: The REMIC I Regular Interest, REMIC II
Regular Interest and REMIC III Regular Interests.
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Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group I Net WAC Cap Rate.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the rate specified in clause (i) of
the definition of Group II Net WAC Cap Rate.
Uncertificated REMIC III Pass-Through Rate: With respect to any
Distribution Date, (x) with respect to the REMIC III Group I Regular Interests,
a per annum rate equal to the weighted average of the Uncertificated REMIC I
Pass-Through Rate for REMIC I Regular Interest A and (y) with respect to the
REMIC III Group II Regular Interests, a per annum rate equal to the weighted
average of the Uncertificated REMIC II Pass-Through Rate for REMIC I Regular
Interest B.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates and the
Class M Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1% and 1% of all of the Voting Rights
shall be allocated among the Holders of the Class SB-I and Class SB-II
Certificates, respectively; 0.25%, 0.25%, 0.25% and 0.25% of all of the Voting
Rights shall be allocated among the Holders of the Class R-I, Class R-II, Class
R-III and Class R-IV Certificates, respectively; in each case to be allocated
among the Certificates of such Class in accordance with their respective
Percentage Interest.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the
Class A-I-1, Class A-II and Class M-II Certificates for any Interest Accrual
Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Rate
Adjustment Date, LIBOR shall be established by the Trustee and, as to any
Interest Accrual Period, will equal the rate for one month United States dollar
deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London
time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the
display designated as page 3750 on the
56
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, LIBOR shall be so
established by use of such other service for displaying LIBOR or comparable
rates as may be selected by the Trustee after consultation with the Master
Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the reference banks (which shall be any three major banks that
are engaged in transactions in the London interbank market, selected by the
Trustee after consultation with the Master Servicer) as of 11:00 a.m., London
time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class A-I-1, Class A-II and Class M-II
Certificates then outstanding. The Trustee will request the principal London
office of each of the reference banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate will be the arithmetic mean of
the quotations rounded up to the next multiple of 1/16%. If on such date fewer
than two quotations are provided as requested, the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York City, selected
by the Trustee after consultation with the Master Servicer, as of 11:00 a.m.,
New York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class A-I-1, Class A-II and Class M-II
Certificates then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date; provided however, if, under the
priorities described above, LIBOR for a Distribution Date would be based on
LIBOR for the previous Distribution Date for the third consecutive Distribution
Date, the Trustee shall select an alternative comparable index (over which the
Trustee has no control), used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by an independent
party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment
Date and the Trustee's subsequent calculation of the Pass-Through Rate
applicable to the Class A-I-1, Class A-II and Class M-II Certificates for the
relevant Interest Accrual Period, in the absence of manifest error, will be
final and binding. Promptly following each LIBOR Rate Adjustment Date the
Trustee shall supply the Master Servicer with the results of its determination
of LIBOR on such date. Furthermore, the Trustee will supply to any
Certificateholder so calling the Trustee at 0-000-000-0000 and requesting the
Pass-Through Rate on the Class A-I-1, Class A-II and Class M-II Certificates for
the current and the immediately preceding Interest Accrual Period.
57
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 April 2004); (ii) the Reserve Fund Deposit; and
(iii) all proceeds of the foregoing.
The Depositor, the Master Servicer and the Trustee agree that it is not
intended that any mortgage loan be included in the Trust that is either (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003 or (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, 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
58
of a MIN) with evidence of recordation noted thereon or attached
thereto, or a copy of such assignment or assignments of the Mortgage
with evidence of recording indicated thereon;
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan, or a
copy of each modification, assumption agreement or preferred loan
agreement.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as
permitted by Section 2.01(b)) to the Trustee or the Custodian, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(ii), (iii),
(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian that is the duly appointed agent of the Trustee.
(c) In connection with any Mortgage Loan, if the Depositor cannot
deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section
2.01(b)) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement because of (i) a delay caused by the public recording
office where such Mortgage, assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered for recordation,
or (ii) a delay in the receipt of certain information necessary to prepare the
related assignments, the Depositor shall deliver or cause to be delivered to the
Trustee or the respective Custodian a copy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in
clause(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 the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
that may be delivered as a copy rather than the original may be delivered to the
Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by
59
the Depositor to the Trustee in accordance with this Agreement for the benefit
of the Certificateholders by including (or deleting, in the case of Mortgage
Loans which are repurchased in accordance with this Agreement) in such computer
files (a) the code in the field which identifies the specific Trustee and (b)
the code in the field "Pool Field" which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the Master Servicer to, and
the Master Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
(d) 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 and Mortgage, and any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or
a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code as in effect in the
States of New York and Minnesota and any other applicable jurisdiction; and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to
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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) 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
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification (the "Final Certification") executed by the Custodian, receipt
by the respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. If the Custodian, as the
Trustee's agent, finds any document or documents constituting a part of a
Mortgage File to be missing or defective, the Trustee 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
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such omission or defect and request that such Subservicer correct or cure such
omission or defect within 60 days from the date the Master Servicer was notified
of such omission or defect and, if such Subservicer does not correct or cure
such omission or defect within such period, that such Subservicer purchase such
Mortgage Loan from the Trust Fund at its Purchase Price, in either case within
90 days from the date the Master Servicer was notified of such omission or
defect; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered; and provided further, that no cure, substitution or
repurchase shall be required if such omission or defect is in respect of a
Mortgage Loan listed on Schedule A of the Assignment Agreement. The Purchase
Price for any such Mortgage Loan shall be deposited or caused to be deposited by
the Master Servicer in the Custodial Account maintained by it pursuant to
Section 3.07 and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case
may be, shall release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Subservicer or its designee, as the case may be, any
Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall
not be part of the Trust Fund. In furtherance of the foregoing, if the
Subservicer or Residential Funding that repurchases the Mortgage Loan is not a
member of MERS and the Mortgage is registered on the MERS(R) System, the Master
Servicer, at its own expense and without any right of reimbursement, shall cause
MERS to execute and deliver an assignment of the Mortgage in recordable form to
transfer the Mortgage from MERS to such Subservicer or Residential Funding and
shall cause such Mortgage to be removed from registration on the MERS(R) System
in accordance with MERS' rules and regulations. It is understood and agreed that
the obligation of the Subservicer, to so cure or purchase any Mortgage Loan as
to which a material and adverse defect in or omission of a constituent document
exists shall constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the
Master Servicer's Certificate of Incorporation or Bylaws
or constitute a material default (or an event 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
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the Master Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any
Affiliate of the Depositor or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set forth in
this Section 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
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Agreement). Within 90 days of its discovery or its receipt of notice of such
breach, the Master Servicer shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with respect to a Mortgage
Loan or a related document, purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the manner set forth in Section 2.02; provided that if
the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or repurchase must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified): (i) The information set forth in
Exhibit F-1, Exhibit F-2 and Exhibit F-3 hereto with respect to each Mortgage
Loan or the Mortgage Loans, as the case may be, is true and correct in all
material respects at the respective date or dates which such information is
furnished; (ii) Immediately prior to the conveyance of the Mortgage Loans to the
Trustee, the Depositor had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest (other than rights to servicing and related compensation) and such
conveyance validly transfers ownership of the Mortgage Loans to the Trustee free
and clear of any pledge, lien, encumbrance or security interest; and (iii) Each
Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach 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
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substitute for Mortgage Loans as provided in this Section 2.03(b) if the
substance of the breach of a representation set forth above also constitutes
fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders.
Upon the discovery by the Depositor, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties made in
the Assignment Agreement in respect of any Mortgage Loan or of any Repurchase
Event which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach or Repurchase Event and request that
Residential Funding either (i) cure such breach or Repurchase Event in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that, in the case of a breach or Repurchase Event under the Assignment
Agreement, Residential Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or substitution must occur
within 90 days from the date the breach was discovered. If the breach of
representation and warranty that gave rise to the obligation to repurchase or
substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was
the representation and warranty set forth in clause (bb) of Section 4 thereof,
then the Master Servicer shall request that Residential Funding pay to the Trust
Fund, concurrently with and in addition to the remedies provided in the
preceding sentence, an amount equal to any liability, penalty or expense that
was actually incurred and paid out of or on behalf of the Trust Fund, and that
directly resulted from such breach, or if incurred and paid by the Trust Fund
thereafter, concurrently with such payment. In the event that Residential
Funding elects to substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall
deliver to the Trustee for the benefit of the Certificateholders with respect to
such Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note,
the Mortgage, an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Master Servicer
and remitted by the Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of substitution, distributions to
the Certificateholders will include the Monthly Payment due on a Deleted
Mortgage
65
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, and
Residential Funding shall be deemed to have made the representations and
warranties with respect to the Qualified Substitute Mortgage Loan contained in
Section 4 of the Assignment Agreement, as of the date of substitution, and the
covenants, representations and warranties set forth in this Section 2.04, and in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I, REMIC II, REMIC
III or REMIC IV to fail to qualify as a REMIC at any time that any Certificate
is outstanding.
It is understood and agreed that the obligation of Residential Funding
to cure such breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has occurred and is
continuing and to make any additional payments required under the Assignment
Agreement in connection with a breach of the representation and warranty in
clause (bb) of Section 4 thereof shall constitute the sole remedy respecting
such breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. If the Master Servicer is Residential Funding, then the
Trustee shall also have the right to give the notification and require the
purchase or substitution provided for in the second preceding paragraph in the
event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.
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(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interest and the REMIC II Regular Interest for the
benefit of the holders of the REMIC III Regular Interests and the Class R-III
Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interest
and the REMIC II Regular Interest (which are uncertificated) and declares that
it holds and will hold the same in trust for the exclusive use and benefit of
the holders of the REMIC III Regular Interests and the Class R- III
Certificates. The interests evidenced by the Class R-III Certificates, together
with the REMIC III Regular Interests, constitute the entire beneficial ownership
interest in REMIC III.
(c) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC III Regular Interests for the benefit of the holders of the
Regular Certificates and the Class R-IV Certificates. The Trustee acknowledges
receipt of the REMIC III Regular Interests (which are uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Regular Certificates and the Class R-IV
Certificates. The interests evidenced by the Class R-IV Certificates, together
with the Regular Certificates, constitute the entire beneficial ownership
interest in REMIC IV.
(d) In exchange for the REMIC III Regular Interests and, concurrently
with the assignment to the Trustee thereof, pursuant to the written request of
the Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-IV Certificates) the entire beneficial ownership interest in REMIC IV.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS(R) System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS(R) System
and to arrange for the assignment of the related Mortgages to the Trustee, then
any related expenses shall be reimbursable to the Master Servicer from the Trust
Fund. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any of REMIC I,
REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC under
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the Code. The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with Section 3.10 and
(ii) may, at its own discretion and on behalf of the Trustee, obtain credit
information in the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the
Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is
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
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context otherwise requires, references in this Agreement to actions taken or to
be taken by the Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are generally
required by, permitted by or consistent with the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third- party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders. The
Program Guide and any other Subservicing Agreement entered into between the
Master Servicer and any Subservicer shall require the Subservicer to accurately
and fully report its borrower credit files to each of the Credit Repositories in
a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys' fees against the party
against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made
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by the terminated Subservicer in respect of the related Mortgage Loans and, in
the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
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Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. Notwithstanding anything in this Section to the contrary, the Master
Servicer or any Subservicer shall not enforce any prepayment charge to the
extent that such enforcement would violate any applicable law. In the event of
any such arrangement, the Master Servicer shall make timely advances on the
related Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected thereby; provided, however, that no such
extension shall be made if any advance would be a Nonrecoverable Advance.
Consistent with the terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action), provided, however, that the Master Servicer may not
modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), capitalize any amounts owing on the Mortgage Loan
by adding such amount to the outstanding principal balance of the Mortgage Loan,
or extend the final maturity date of such Mortgage Loan, unless such Mortgage
Loan is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable. For purposes of delinquency calculations, any
capitalized Mortgage Loan shall be deemed to be current as of the date of the
related Servicing Modification. No such modification shall reduce the Mortgage
Rate (i) with respect to a fixed rate Mortgage Loan, (A) below one-half of the
Mortgage Rate as in effect on the Cut-off Date or (B) below the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrue or (ii) with respect to an adjustable rate Mortgage Loan,
(A) below the greater of (1) one-half of the Mortgage Rate as in effect on the
Cut-off Date and (2) one-half of the Mortgage Rate as in effect on the date of
the Servicing Modification or (B) below the sum of the rates at which the
Servicing Fee and the Subservicing Fee with respect to such Mortgage Loan
accrue. The final maturity date for any Mortgage Loan shall not be extended
beyond the Maturity Date. Also, the Stated Principal Balance of all Reportable
Modified Mortgage Loans subject to Servicing Modifications (measured at the time
of the Servicing Modification and after giving effect to any Servicing
Modification) can be no more than five percent of the aggregate Cut- off Date
Principal Balance of the Mortgage Loans, unless such limit is increased from
time to time with the consent of the Rating Agencies. In addition, any amounts
owing on a Mortgage Loan added to the outstanding principal balance of such
Mortgage Loan must be fully amortized over the term of such Mortgage Loan, and
such amounts may be added to the outstanding principal balance of a Mortgage
Loan only once during the life of such Mortgage Loan. Also, the addition of such
amounts described in the preceding sentence shall be implemented in accordance
with the Program Guide and may be implemented only by Subservicers that have
been approved by the Master Servicer for such purpose. In connection with any
Curtailment of a Mortgage Loan, the Master Servicer, to the extent not
inconsistent with the terms of the Mortgage Note and local law and practice, may
permit the Mortgage Loan to be re-amortized such that the Monthly Payment is
recalculated as an amount that will fully amortize the remaining Stated
Principal Amount thereof by the original Maturity Date based on the original
Mortgage Rate; provided, that such reamortization shall not be permitted if it
would constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or of any REO Proceeds received in connection with an
REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including the interest component of any Subservicer
Advance or of any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04, 4.07 or 4.08 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and
any payments or collections received consisting of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections
consisting of late payment charges or assumption fees may but need not be
deposited by the Master Servicer in the Custodial Account. In the event any
amount not required to be deposited in the Custodial Account is so deposited,
the Master Servicer may at any time withdraw such amount from
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the Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan
pursuant to Sections 2.02, 2.03, 2.04, 4.07 and 4.08 received in any calendar
month, the Master Servicer may elect to treat such amounts as included in the
related Group I or Group II Available Distribution Amount for the Distribution
Date in the month of receipt, but is not obligated to do so. If the Master
Servicer so elects, such amounts will be deemed to have been received (and any
related Realized Loss shall be deemed to have occurred) on the last day of the
month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give written notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections consisting of late charges or assumption fees, or
payments or collections received consisting of prepayment charges to the extent
that the Subservicer is entitled to retain such amounts pursuant to the
Subservicing Agreement. On or before the date specified in the Program Guide,
but in no event later than the Determination Date, the Master Servicer shall
cause the Subservicer, pursuant to the Subservicing
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Agreement, to remit to the Master Servicer for deposit in the Custodial Account
all funds held in the Subservicing Account with respect to each Mortgage Loan
serviced by such Subservicer that are required to be remitted to the Master
Servicer. The Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance amounts equal to any
scheduled monthly installments of principal and interest less its Subservicing
Fees on any Mortgage Loans for which payment was not received by the
Subservicer. This obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the date on which
the related Mortgaged Property is sold at a foreclosure sale or is acquired by
the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(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
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judgment of the Master Servicer, will be recoverable by the Master Servicer out
of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to remit to the Trustee for deposit into the Certificate
Account in the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed Advances, Servicing Advances or other expenses
made pursuant to Sections 3.01, 3.08, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on the related
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08) which
represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) late recoveries of the payments for
which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
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;
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(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, 4.08 or 9.01, all amounts received thereon and
not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, and any Advance or Servicing Advance
made in connection with a modified Mortgage Loan that is in default or,
in the judgment of the Master Servicer, default is reasonably
foreseeable pursuant to Section 3.07(a), to the extent the amount of the
Advance or Servicing Advance was added to the Stated Principal Balance
of the Mortgage Loan in the preceding calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other additional amounts
payable to the Master Servicer or Subservicer pursuant to the terms of
the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of
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such determination. Such right of reimbursement in respect of a Nonrecoverable
Advance relating to an Advance pursuant to Section 4.04 on any such Certificate
Account Deposit Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan 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
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foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Pursuant to Section 3.07, any amounts collected by the Master Servicer under any
such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).In the event that the Master Servicer
shall obtain and maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.12(a), it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this Section 3.12(a) and
there shall have been a loss which would have been covered by such policy,
deposit in the Certificate Account the amount not otherwise payable under the
blanket policy because of such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit Date next preceding
the Distribution Date which occurs in the month following the month in which
payments under any such policy would have been deposited in the Custodial
Account. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for 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
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a policy or bond obtained by an Affiliate of the Master Servicer and providing
the coverage required by this Section 3.12(b) shall satisfy the requirements of
this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on- sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
REMICs under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same priority in relation to any senior
mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage)
pursuant to the terms of the Mortgage, (B) such transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from liability on
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the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I, REMIC II, REMIC III or
REMIC IV would continue to qualify as a REMIC under the Code as a result thereof
and that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on any of REMIC I, REMIC II, REMIC III or REMIC IV
as a result thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the 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 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 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 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
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received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each of
REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC under applicable state law
and avoid taxes resulting from such property failing to be foreclosure property
under applicable state law) or, at the expense of the Trust Fund, request, more
than 60 days before the day on which such grace period would otherwise expire,
an extension of such grace period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC (for federal (or
any applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I, REMIC II, REMIC III or
REMIC IV to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
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(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery (other than Subsequent Recoveries) resulting from a collection
of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in
the following order of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii); second, to the
Certificateholders to the extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), to the Due
Date in the related Due Period prior to the Distribution Date on which such
amounts are to be distributed; third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property) (provided that if any such
Class of Certificates to which such Realized Loss was allocated is no longer
outstanding, such subsequent recovery shall be distributed to the persons who
were the Holders of such Class of Certificates when it was retired); fourth, to
all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit G hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or the Custodian
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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.
(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; Eligible Master
Servicing Compensation.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of 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
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by the related Mortgagors, and the fees and expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Eligible Master Servicing
Compensation (if any) for such Distribution Date. Such reduction shall be
applied during such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled pursuant to Section
3.10(a)(iii); second, to any income or gain realized from any investment of
funds held in the Custodial Account or the Certificate Account to which the
Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing compensation to which the
Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making
such reduction, the Master Servicer shall not withdraw from the Custodial
Account any such amount representing all or a portion of the Servicing Fee to
which it is entitled pursuant to Section 3.10(a)(iii); (ii) shall not withdraw
from the Custodial Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) shall not withdraw
from the Custodial Account any such amount of servicing compensation to which it
is entitled pursuant to Section 3.10(a)(v) or (vi). With respect to any
Distribution Date, Eligible Master Servicing Compensation derived from Loan
Group I shall be used on such Distribution Date (i) to cover any Prepayment
Interest Shortfalls on the Group I Loans and (ii) to cover any Prepayment
Interest Shortfalls on the Group II Loans, but only to the extent not covered by
Eligible Master Servicing Compensation derived from Loan Group II. With respect
to any Distribution Date, Eligible Master Servicing Compensation derived from
Loan Group II shall be used on such Distribution Date (i) to cover any
Prepayment Interest Shortfalls on the Group II Loans and (ii) to cover any
Prepayment Interest Shortfalls on the Group I Loans, but only to the extent not
covered by Eligible Master Servicing Compensation derived from Loan Group I.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year, beginning with the first March
31 that occurs at least six months after the Cut-off Date, or (b) with respect
to any calendar year during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations
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of the Commission, the date on which the Depositor's annual report on Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission (or, in each case, if such day is not a Business
Day, the immediately preceding Business Day), an Officers' Certificate stating,
as to each signer thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year related to its servicing of mortgage
loans and of its performance under the pooling and servicing agreements,
including this Agreement, has been made under such officers' supervision, (ii)
to the best of such officers' knowledge, based on such review, the Master
Servicer has complied in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers and has fulfilled all of its material obligations in all material
respects throughout such year, or, if there has been material noncompliance with
such servicing standards or a default in the fulfillment in all material
respects of any such obligation relating to this Agreement, such statement shall
include a description of such noncompliance or specify each such default, as the
case may be, known to such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer has complied in all
material respects with the minimum servicing standards set forth in the Uniform
Single Attestation Program for Mortgage Bankers and has fulfilled all of its
material obligations under its Subservicing Agreement in all material respects
throughout such year, or if there has been material noncompliance with such
servicing standards or a material default in the fulfillment of such obligations
relating to this Agreement, specifying such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, the date on which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer at its expense shall cause a firm of independent public
accountants which shall be members of the American Institute of Certified Public
Accountants to furnish a report to the Depositor and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
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The Master Servicer shall afford the Depositor and the Trustee, upon
reasonable notice, during normal business hours access to all records maintained
by the Master Servicer in respect of its rights and obligations hereunder and
access to officers of the Master Servicer responsible for such obligations. Upon
request, the Master Servicer shall furnish the Depositor and the Trustee with
its most recent financial statements and such other information as the Master
Servicer possesses regarding its business, affairs, property and condition,
financial or otherwise. The Master Servicer shall also cooperate with all
reasonable requests for information including, but not limited to, notices,
tapes and copies of files, regarding itself, the Mortgage Loans or the
Certificates from any Person or Persons identified by the Depositor or
Residential Funding. The Depositor may, but is not obligated to perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
hereunder or exercise the rights of the Master Servicer hereunder; provided that
the Master Servicer shall not be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have the responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall deposit or
cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any
amount required to be deposited in the Certificate Account pursuant to Section
3.16(e), Section 4.07 or Section 4.08, (iv) any amount to be deposited in the
Reserve Fund pursuant to Section 4.09, (v) any amount required to be paid
pursuant to Section 9.01, (vi) any prepayment charges on the Mortgage Loans
received during the related Prepayment Period and (vii) all other amounts
constituting the Group I or Group II Available Distribution Amount for the
immediately succeeding Distribution Date.
(b) [reserved]
(c) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) if such Permitted
Investment is an obligation of the institution that maintains such account or a
fund for which such institution serves as custodian, then such Permitted
Investment may mature on such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate and distribute the Group I Principal
Distribution Amount and Group II Principal Distribution Amount to the extent on
deposit in the Certificate Account for such date to the interests issued in
respect of REMIC I, REMIC II, REMIC III and REMIC IV as specified in this
Section.
(b)(1) On each Distribution Date, the following amounts, in the
following order of priority, to the extent of the Group I Available Distribution
Amount, reduced by distributions made to the Class R-I Certificates pursuant to
Section 4.02(c), shall be deemed distributed by REMIC I to REMIC III on account
of REMIC I Regular Interest A:
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(i) Uncertificated Accrued Interest on REMIC I Regular Interest A
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date; and
(ii) to the extent of amounts remaining after the distributions
made pursuant to clause (i) above, to REMIC I Regular Interest A until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to
zero.
(2) On each Distribution Date, the following amounts, in the following
order of priority, to the extent of the Group II Available Distribution Amount,
reduced by distributions made to the Class R-II Certificates pursuant to Section
4.02(d), shall be deemed distributed by REMIC II to REMIC III on account of
REMIC II Regular Interest B:
(i) Uncertificated Accrued Interest on REMIC II Regular Interest
B for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date; and
(ii) to the extent of amounts remaining after the distributions
made pursuant to clause (i) above, allocated as follows: to REMIC II Regular
Interest B until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero.
(3)(A) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC III to
REMIC IV on account of the REMIC III Group I Regular Interests:
(i) to the extent of the Group I Available Distribution Amount,
reduced by distributions made to the Class R-I Certificates and Class R-III
Certificates pursuant to Section 4.02(c), to the Holders of the REMIC III Group
I Regular Interests, pro rata, in an amount equal to (A) the related
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC III Regular
Interest I-ZZ shall be reduced when the REMIC III Group I Overcollateralization
Amount is less than the REMIC III Group I Required Overcollateralization Amount,
by the lesser of (x) the amount of such difference and (y) the REMIC III Regular
Interest I-ZZ Maximum Interest Deferral Amount, and such amount will be payable
to the Holders of REMIC III Regular Interest A-I-1, REMIC III Regular Interest
A-I-2, REMIC III Regular Interest A-I-3, REMIC III Regular Interest A-I-4, REMIC
III Regular Interest A-I-5, REMIC III Regular Interest A-I-6, REMIC III Regular
Interest M-I-1, REMIC III Regular Interest M-I-2 and REMIC III Regular Interest
M-I-3 in the same proportion as the Group I Overcollateralization Increase
Amount is allocated to the Corresponding Class for each such REMIC III Regular
Interest, respectively, and the Uncertificated Principal Balance of REMIC III
Regular Interest I-ZZ shall be increased by such amount; and
(ii) on each Distribution Date, to the Holders of REMIC III Group
I Regular Interests in an amount equal to the remainder of the Group I Available
Distribution Amount after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below): (A) to the Holders of the REMIC
III Regular Interest I-AA, 98.00% of such remainder until the
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Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero; (B) to the Holders of the REMIC III Regular Interests X-X-0, X-X-0,
X-X-0, X-X-0, X-X-0, X-X-0, M-I-1, M-I-2 and M-I-3, 1.00% of such remainder, in
the same proportion as principal payments are allocated to the Corresponding
Class for each such REMIC III Regular Interest, respectively, until the
Uncertificated Principal Balance of each such REMIC III Regular Interest is
reduced to zero; (C) to the Holders of the REMIC III Regular Interest I-ZZ,
1.00% of such remainder until the Uncertificated Principal Balance of such REMIC
III Regular Interest is reduced to zero; and (D) any remaining amounts to the
Holders of the Class R-III Certificates; provided, however, that 98.00% and
2.00% of any principal payments that are attributable to a Group I
Overcollateralization Reduction Amount shall be allocated to Holders of REMIC
III Regular Interest I-AA and REMIC III Regular Interest I-ZZ, respectively.
(B) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC III to REMIC IV on account of
the REMIC III Group II Regular Interests:
(i) to the extent of the Group II Available Distribution Amount,
reduced by distributions made to the Class R-II Certificates and Class R-III
Certificates pursuant to Section 4.02(d), to the Holders of the REMIC III Group
II Regular Interests, pro rata, in an amount equal to (A) the related
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC III Regular
Interest II-ZZ shall be reduced when the REMIC III Group II
Overcollateralization Amount is less than the REMIC III Group II Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC III Regular Interest II-ZZ Maximum Interest Deferral Amount,
and such amount will be payable to the Holders of REMIC III Regular Interest
A-II-A, REMIC III Regular Interest A-II-B1, REMIC III Regular Interest A-II-B2,
REMIC III Regular Interest A-II-B3, REMIC III Regular Interest A-II-B4, REMIC
III Regular Interest M-II-1, REMIC III Regular Interest M-II-2, REMIC III
Regular Interest M-II-3, REMIC III Regular Interest M-II-4 and REMIC III Regular
Interest M-II-5 in the same proportion as the Group II Overcollateralization
Increase Amount is allocated to the Corresponding Class for each such REMIC III
Regular Interest, respectively, and the Uncertificated Principal Balance of
REMIC III Regular Interest II-ZZ shall be increased by such amount; and
(ii) on each Distribution Date, to the Holders of REMIC III Group
II Regular Interests in an amount equal to the remainder of the Group II
Available Distribution Amount after the distributions made pursuant to clause
(i) above, allocated as follows (except as provided below): (A) to the Holders
of the REMIC III Regular Interest II-AA, 98.00% of such remainder until the
Uncertificated Principal Balance of such REMIC III Regular Interest is reduced
to zero; (B) to the Holders of the REMIC III Regular Interest A-II-A, A-II-B1,
A-II-B2, A-II-B3, A-II-B4, M-II-1, M-II- 2, M-II-3, M-II-4 and M-II-5, 1.00% of
such remainder, in the same proportion as principal payments are allocated to
the Corresponding Class for each such REMIC III Regular Interest, respectively,
until the Uncertificated Principal Balance of each such REMIC III Regular
Interest is reduced to zero; (C) to the Holders of the REMIC III Regular
Interest II-ZZ, 1.00% of such remainder until the Uncertificated Principal
Balance of such REMIC III Regular Interest is reduced to zero; and (D) any
remaining amounts to the Holders of the Class R-III Certificates; provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to a Group II Overcollateralization
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Reduction Amount shall be allocated to Holders of the REMIC III Regular Interest
II-AA and REMIC III Regular Interest II-ZZ, respectively.
(4) Notwithstanding the distributions described in this Section 4.02(b),
distribution of funds from the Certificate Account shall be made only in
accordance with Section 4.02(c) and (d).
(c) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder of record on the next preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts, in the following order of priority, subject to
the provisions of Section 4.02(e) and (f)), in each case to the extent of the
Group I Available Distribution Amount on deposit in the Certificate Account (or,
with respect to clause (xxiv) below, to the extent of prepayment charges on
deposit in the Certificate Account):
(i) to the Class A-I Certificateholders, the Class A-I Interest
Distribution Amount, with such amount allocated among the Class A-I
Certificateholders on a pro rata basis;
(ii) to the Class M-I-1 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-1 Interest Distribution Amount;
(iii) to the Class M-I-2 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-2 Interest Distribution Amount;
(iv) to the Class M-I-3 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-I-3 Interest Distribution Amount;
(v) to the Class A-I Certificateholders and Class M-I
Certificateholders, the Group I Principal Distribution Amount (other
than clauses (iv) and (v) of the definition thereof), in the order
described in Section 4.02(e), until the Certificate Principal Balances
of the Class A-I Certificates and Class M-I Certificates have been
reduced to zero;
(vi) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the Group I Excess Cash Flow, an amount equal
to the principal portion of Realized Losses on the Group I Loans during
the immediately preceding Due Period, which amount shall be included in
the Group I Principal Distribution Amount and paid in accordance with
Section
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4.02(e) hereof, until the Certificate Principal Balances of the Class
A-I Certificates and Class M-I Certificates have been reduced to zero;
(vii) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, an
amount equal to the principal portion of Realized Losses on the Group II
Loans during the immediately preceding Due Period to the extent not
covered by the Group II Excess Cash Flow, which amount shall be included
in the Group II Principal Distribution Amount and paid in accordance
with Section 4.02(f) hereof, until the Certificate Principal Balances of
the Class A-II Certificates and Class M-II Certificates have been
reduced to zero;
(viii) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group II Principal
Distribution Amount and paid in accordance with Section 4.02(f) hereof,
until the Certificate Principal Balances of the Class A-II Certificates
and Class M-II Certificates have been reduced to zero, but only to the
extent the aggregate Certificate Principal Balance of the Class A-II
Certificates and Class M-II Certificates immediately prior to such
Distribution Date exceeded the aggregate Stated Principal Balance of the
Group II Loans at the end of the immediately preceding Due Period and to
the extent not covered by the Group II Excess Cash Flow;
(ix) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group I Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group I Principal
Distribution Amount and paid in accordance with Section 4.02(e) hereof,
until the Certificate Principal Balances of such Class A-I Certificates
and Class M-I Certificates have been reduced to zero;
(x) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution
Date to the extent not covered by the Group II Excess Cash Flow for such
Distribution Date, which amount shall be included in the Group II
Principal Distribution Amount and paid in accordance with Section
4.02(f) hereof, until the Certificate Principal Balances of such Class
A-II Certificates and Class M-II Certificates have been reduced to zero;
(xi) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group I Loans, to the extent not covered by Eligible
Master Servicing Compensation on such Distribution Date;
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(xii) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group II Loans, to the extent not covered by Eligible
Master Servicing Compensation and any Group II Excess Cash Flow on such
Distribution Date;
(xiii) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon;
(xiv) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group II Excess Cash Flow on such
Distribution Date;
(xv) to make payments, from amounts otherwise payable to the
Class SB-I Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-I-1, Class A-I-4, Class A-I-5, Class A-I-6, Class
M-I-1, Class M-I-2 and Class M-I-3 Certificates the amount of any Group
I Net WAC Cap Shortfall Carry-Forward Amount on such Classes of
Certificates in the manner and order of priority set forth in Section
4.09(a); and (ii) second, to maintain a balance in the Reserve Fund
equal to the Reserve Fund Deposit;
(xvi) to make payments, from amounts otherwise payable to the
Class SB-I Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-II, Class M-II-1, Class M-II-2, Class M-II-3, Class
M-II-4 and Class M-II-5 Certificates the amount of any Class A-II Basis
Risk Shortfall Carry-Forward Amount or Class M-II Basis Risk Shortfall
Carry-Forward Amount, as applicable, on such Classes of Certificates in
the manner and order of priority set forth in Section 4.09(a) to the
extent not covered by payments pursuant to Section 4.02(d)(xviii) and
(ii) second, to maintain a balance in the Reserve Fund equal to the
Reserve Fund Deposit;
(xvii) to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of Relief
Act Shortfalls allocated thereto, from the amount, if any, of the Group
I Excess Cash Flow remaining after the foregoing distributions, the
amount of any Relief Act Shortfalls allocated to those Certificates with
respect to such Distribution Date;
(xviii)to the Class A-II Certificateholders and the Class M-II
Certificateholders on a pro rata basis, based on the amount of Relief
Act Shortfalls allocated thereto, from the amount, if any, of the Group
I Excess Cash Flow remaining after the foregoing distributions, the
amount of any Relief Act Shortfalls allocated to those Certificates with
respect to such Distribution Date, to the extent not covered by
distributions of the Group II Excess Cash Flow on such Distribution
Date;
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(xix) to the Class A-I Certificateholders and the Class M-I
Certificateholders, from the amount, if any, of the Group I Excess Cash
Flow remaining after the foregoing distributions, the principal portion
of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, which amount shall be allocated first, to the
Class A-I Certificateholders on a pro rata basis, based on their
respective principal portion of any Realized Losses previously allocated
to those Certificates and remaining unreimbursed, and then sequentially,
to the Class M-I-1 Certificateholders, Class M-I-2 Certificateholders
and Class M-I-3 Certificateholders, in that order;
(xx) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group I Excess Cash
Flow remaining after the foregoing distributions, the principal portion
of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, to the extent not covered by distributions of
the Group II Excess Cash Flow on such Distribution Date, which amount
shall be allocated first, to the Class A-II Certificateholders on a pro
rata basis, based on their respective principal portion of any Realized
Losses previously allocated to those Certificates and remaining
unreimbursed, and then sequentially, to the Class M-II-1
Certificateholders, Class M-II-2 Certificateholders, Class M-II-3
Certificateholders, Class M-II-4 Certificateholders and Class M-II-5
Certificateholders, in that order;
(xxi) to the Class SB-II Certificateholders, from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any Group I Overcollateralization
Reduction Amount for such Distribution Date to the extent of any Group
II Diverted Excess Spread;
(xxii) to the Class SB-I Certificates, from the amount, if any,
of the Group I Available Distribution Amount remaining after the
foregoing distributions, the sum of (A) Accrued Certificate Interest
thereon and (B) the amount of any Group I Overcollateralization
Reduction Amount for such Distribution Date (to the extent not
distributed to the Class SB-II Certificates);
(xxiii)to the Class SB-I Certificates, the amount of any payments
or collections consisting of prepayment charges received on the Group I
Loans (which amounts shall not be included in the Group I Available
Distribution Amount) and, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, for any Distribution Date after the Certificate Principal
Balance of each Class A-I Certificate and Class M-I Certificate has been
reduced to zero, an amount up to the Group I Overcollateralization
Amount; and
(xxiv) to the Class R-IV Certificateholders, the balance, if any,
of the Group I Available Distribution Amount.
(d) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder of record on the next preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such
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Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts, in the following order of priority, subject to
the provisions of Section 4.02(e) and (f)), in each case to the extent of the
Group II Available Distribution Amount on deposit in the Certificate Account
(or, with respect to clause (xxvi) below, to the extent of prepayment charges on
deposit in the Certificate Account):
(i) to the Class A-II Certificateholders, the Class A-II Interest
Distribution Amount, with such amount allocated among the Class A-II
Certificateholders on a pro rata basis;
(ii) to the Class M-II-1 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-II-1 Interest Distribution Amount;
(iii) to the Class M-II-2 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-II-2 Interest Distribution Amount;
(iv) to the Class M-II-3 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-II-3 Interest Distribution Amount;
(v) to the Class M-II-4 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-II-4 Interest Distribution Amount;
(vi) to the Class M-II-5 Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Class M-II-5 Interest Distribution Amount;
(vii) to the Class A-II Certificateholders and Class M-II
Certificateholders, the Group II Principal Distribution Amount (other
than clauses (iv) and (v) of the definition thereof), in the order
described in Section 4.02(f) hereof, until the Certificate Principal
Balances of the Class A-II Certificates and Class M-II Certificates have
been reduced to zero;
(viii) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the Group II Excess Cash Flow an amount equal
to the principal portion of Realized Losses on the Group II Loans during
the immediately preceding Due Period, which amount shall be included in
the Group II Principal Distribution Amount and paid in accordance with
Section 4.02(f) hereof, until the Certificate Principal Balances of the
Class A-II Certificates and Class M-II Certificates have been reduced to
zero;
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(ix) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions an
amount equal to the principal portion of Realized Losses on the Group I
Loans during the immediately preceding Due Period to the extent not
covered by the Group I Excess Cash Flow, which amount shall be included
in the Group I Principal Distribution Amount and paid in accordance with
Section 4.02(e) hereof, until the Certificate Principal Balances of the
Class A-I Certificates and Class M-I Certificates have been reduced to
zero;
(x) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
Group I Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group I Principal
Distribution Amount and paid in accordance with Section 4.02(e) hereof,
until the Certificate Principal Balances of the Class A-I Certificates
and Class M-I Certificates have been reduced to zero, but only to the
extent the aggregate Certificate Principal Balance of such Class A-I
Certificates and Class M-I Certificates immediately prior to such
Distribution Date exceeded the aggregate Stated Principal Balance of the
Group I Loans at the end of the immediately preceding Due Period and to
the extent not covered by the Group I Excess Cash Flow, in the order
described in Section 4.02(e) with respect to the Class A-I Certificates;
(xi) to the Class A-II Certificateholders and Class M-II
Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution
Date, which amount shall be included in the Group II Principal
Distribution Amount and paid in accordance with Section 4.02(f) hereof,
until the Certificate Principal Balances of the Class A-II Certificates
and Class M-II Certificates have been reduced to zero;
(xii) to the Class A-I Certificateholders and Class M-I
Certificateholders, from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
Group I Overcollateralization Increase Amount for such Distribution Date
to the extent not covered by the Group I Excess Cash Flow for such
Distribution Date, which amount shall be included in the Group I
Principal Distribution Amount and paid in accordance with Section
4.02(e) hereof, until the Certificate Principal Balances of such Class
A-I Certificates and Class M-I Certificates have been reduced to zero;
(xiii) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group II Loans, to the extent not covered by Eligible
Master Servicing Compensation on such Distribution Date;
(xiv) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto with
respect to the Group I Loans, to the extent not covered by Eligible
Master Servicing Compensation and any Group I Excess Cash Flow on such
Distribution Date;
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(xv) to the Class A-II Certificateholders and Class M-II
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon;
(xvi) to the Class A-I Certificateholders and Class M-I
Certificateholders from the amount, if any, of the Group II Available
Distribution Amount remaining after the foregoing distributions, the
amount of any Prepayment Interest Shortfalls allocated thereto remaining
unpaid from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group I Excess Cash Flow on such
Distribution Date;
(xvii) to make payments, from amounts otherwise payable to the
Class SB-II Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-II, Class M-II-1, Class M-II-2, Class M-II-3, Class
M-II-4 and Class M-II-5 Certificates, the amount of any Class A-II Basis
Risk Shortfall Carry-Forward Amount and Class M-II Basis Risk Shortfall
Carry-Forward Amount, as applicable, on such Classes of Certificates in
the manner and order of priority set forth in Section 4.09(a) and (ii)
second, to maintain a balance in the Reserve Fund equal to the Reserve
Fund Deposit;
(xviii)to make payments, from amounts otherwise payable to the
Class SB-II Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i) first, to the Reserve Fund to
pay to the Class A-I-1, Class A-I-4, Class A-I-5, Class A-I-6, Class
M-I-1, Class M-I-2 and Class M-I-3 Certificates, the amount of any Group
I Net WAC Cap Shortfall Carry-Forward Amount on such Classes of
Certificates in the manner and order of priority set forth in Section
4.09(a) to the extent not covered by payments pursuant to Section
4.02(c)(xvi), and (ii) second, to maintain a balance in the Reserve Fund
equal to the Reserve Fund Deposit;
(xix) to the Class A-II Certificateholders and the Class M-II
Certificateholders on a pro rata basis, based on the amount of Relief
Act Shortfalls allocated thereto, from the amount, if any, of the Group
II Excess Cash Flow remaining after the foregoing distributions, the
amount of any Relief Act Shortfalls allocated to those Certificates with
respect to such Distribution Date;
(xx) to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of Relief
Act Shortfalls allocated thereto, from the amount, if any, of the Group
II Excess Cash Flow remaining after the foregoing distributions, the
amount of any Relief Act Shortfalls allocated to those Certificates with
respect to such Distribution Date, to the extent not covered by
distributions of the Group I Excess Cash Flow on such Distribution Date;
(xxi) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash
Flow remaining after the foregoing distributions, the principal portion
of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, which amount shall be allocated first, to the
Class
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A-II Certificateholders on a pro rata basis, based on their respective
principal portion of any Realized Losses previously allocated to those
Certificates and remaining unreimbursed, and then sequentially, to the
Class M-II-1 Certificateholders, Class M-II-2 Certificateholders, Class
M-II-3 Certificateholders, Class M-II-4 Certificateholders and Class
M-II-5 Certificateholders, in that order;
(xxii) to the Class A-I Certificateholders and the Class M-I
Certificateholders, from the amount, if any, of the Group II Excess Cash
Flow remaining after the foregoing distributions, the principal portion
of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, to the extent not covered by distributions of
the Group I Excess Cash Flow on such Distribution Date, which amount
shall be allocated first, to the Class A-I Certificateholders on a pro
rata basis, based on their respective principal portion of any Realized
Losses previously allocated to those Certificates and remaining
unreimbursed, and then sequentially, to the Class M-I-1
Certificateholders, Class M-I-2 Certificateholders and Class M-I-3
Certificateholders, in that order;
(xxiii)to the Class SB-I Certificateholders, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of any Group II
Overcollateralization Reduction Amount for such Distribution Date to the
extent of any Group I Diverted Excess Spread;
(xxiv) to the Class SB-II Certificates, from the amount, if any,
of the Group II Available Distribution Amount remaining after the
foregoing distributions, the sum of (A) Accrued Certificate Interest
thereon and (B) the amount of any Group II Overcollateralization
Reduction Amount for such Distribution Date (to the extent not
distributed to the Class SB-I Certificates);
(xxv) to the Class SB-II Certificates, the amount of any payments
or collections consisting of prepayment charges received on the Group II
Loans (which amounts shall not be included in the Group II Available
Distribution Amount) and, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, for any Distribution Date after the Certificate Principal
Balance of each Class A-II Certificate and Class M-II Certificate has
been reduced to zero, an amount up to the Group II Overcollateralization
Amount; and
(xxvi) to the Class R-IV Certificateholders, the balance, if any,
of the Group II Available Distribution Amount.
(e) On each Distribution Date, the Group I Principal Distribution Amount
will be paid as follows:
(i) the Class A-I Principal Distribution Amount shall be
distributed in the following manner and order of priority:
(1) first, to the to the Class A-I-6 Certificates, an
amount equal to the Class A-I-6 Lockout
Distribution Amount for that Distribution Date,
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until the Certificate Principal Balance of the Class A-I-6
Certificates has been reduced to zero; and
(2) second, to the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5 and Class A-I-6
Certificates, in that order, until the Certificate
Principal Balance of each such Class has been
reduced to zero;
(ii) the Class M-I-1 Principal Distribution Amount shall be
distributed to the Class M-I-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-I-2 Principal Distribution Amount shall be
distributed to the Class M-I-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(iv) the Class M-I-3 Principal Distribution Amount shall be
distributed to the Class M-I-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(f) On each Distribution Date, the Group II Principal Distribution
Amount will be distributed as follows:
(i) the Class A-II Principal Distribution Amount shall be
distributed as follows:
(A) first, concurrently, the Class A-II-A Principal
Distribution Amount will be distributed to the Class A-II-A
Certificates, until the Certificate Principal Balance of the
Class A-II-A Certificates has been reduced to zero, and the Class
A-II- B Principal Distribution Amount will be distributed to the
Class A-II-B Certificates, concurrently on a pro rata basis,
based on the Certificate Principal Balance thereof, (1) to the
Class A-II-B1 Certificates and (2) sequentially, to the Class
A-II-B2, Class A-II-B3 and Class A-II-B4 Certificates, in that
order, in each case until the Certificate Principal Balance
thereof has been reduced to zero; and
(B) second, any remaining Class A-II-A Principal
Distribution Amount will be distributed to the Class A-II-B
Certificates, concurrently on a pro rata basis, based on the
Certificate Principal Balance thereof, (1) to the Class A-II-B1
Certificates and (2) sequentially, to the Class A-II-B2, Class
A-II-B3 and Class A-II-B4 Certificates, in that order, in each
case until the Certificate Principal Balance thereof has been
reduced to zero, and any remaining Class A-II-B Principal
Distribution Amount will be distributed to the Class A-II-A
Certificates as described in clause (f)(i)(A) above, until the
Certificate Principal Balance thereof has been reduced to zero;
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(ii) the Class M-II-1 Principal Distribution Amount shall be
distributed to the Class M-II-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the Class M-II-2 Principal Distribution Amount shall be
distributed to the Class M-II-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) the Class M-II-3 Principal Distribution Amount shall be
distributed to the Class M-II-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(v) the Class M-II-4 Principal Distribution Amount shall be
distributed to the Class M-II-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(v) the Class M-II-5 Principal Distribution Amount shall be
distributed to the Class M-II-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
(g) Notwithstanding the foregoing clauses (c) and (d), upon the
reduction of the Certificate Principal Balance of a Class of Class A
Certificates or Class M Certificates to zero, such Class of Certificates will
not be entitled to further distributions pursuant to Section 4.02, including,
without limitation, the payment of current and unreimbursed Prepayment Interest
Shortfalls pursuant to clauses (c)(xi) through (c)(xiv) and (d)(xv) through
(d)(xvi), the Group I Net WAC Cap Shortfall Carry-Forward Amount pursuant to
clauses (c)(xv) and (d)(xx) and the Class A-II Basis Risk Shortfall
Carry-Forward Amount and Class M-II Basis Risk Shortfall Carry-Forward Amount
pursuant to clauses (c)(xvi) and (d)(xvii).
(h) Any Prepayment Interest Shortfalls on the Group I Loans which are
not covered by Eligible Master Servicing Compensation as described in Section
3.16 and Relief Act Shortfalls on the Group I Loans will be allocated among the
Class A-I Certificates and Class M-I Certificates pro rata in accordance with
the amount of Accrued Certificate Interest that would have accrued on those
Certificates absent these shortfalls. Any such uncovered Prepayment Interest
Shortfalls will be paid solely pursuant to Section 4.02(c)(xi) and (xiii) and
(d)(xiv) and (xvi), to the extent funds are available therefor. Any such Relief
Act Shortfalls will be paid solely pursuant to Section 4.02(c)(xvii) and
(d)(xx), to the extent funds are available therefor. Any Prepayment Interest
Shortfalls on the Group II Loans which are not covered by Eligible Master
Servicing Compensation as described in Section 3.16 and Relief Act Shortfalls on
the Group II Loans will be allocated among the Class A-II Certificates and Class
M-II Certificates pro rata in accordance with the amount of Accrued Certificate
Interest that would have accrued on those Certificates absent these shortfalls.
Any such uncovered Prepayment Interest Shortfalls will be paid solely pursuant
to Section 4.02(c)(xii) and (xiv) and (d)(xiii) and (xv), to the extent funds
are available therefor. Any such Relief Act Shortfalls will be paid solely
pursuant to Section 4.02(c)(xviii) and (d)(xix), to the extent funds are
available therefor.
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(i) In addition to the foregoing distributions, with respect to any
Subsequent Recoveries, the Master Servicer shall deposit such funds into the
Custodial Account pursuant to Section 3.07(b)(iii).
(j) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect 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.
(k) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating
Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail or otherwise make
available electronically on its website (which may be obtained by any
Certificateholder by telephoning the Trustee at (000) 000-0000) to each Holder
and the Depositor a statement setting forth the following information as to each
Class of Certificates, in each case to the extent applicable:
(i) (A)the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (B) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
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(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer with
respect to the Group I Loans and Group II Loans pursuant to Section
4.04;
(v) the number of Group I Loans and Group II Loans and the Stated
Principal Balance after giving effect to the distribution of principal
on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
the Certificates, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, (a) the number and aggregate principal balances of Group I
Loans and Group II Loans that are Delinquent (1) one month, (2) two
months and (3) three or more months and the number and aggregate
principal balance of Group I Loans and Group II Loans that are in
foreclosure, (b) the number and aggregate principal balances of Group I
Loans and Group II Loans that are Reportable Modified Mortgage Loans
that are Delinquent (1) one month, (2) two months and (3) three or more
months and the number and aggregate principal balance of Group I Loans
and Group II Loans that are Reportable Modified Mortgage Loans that are
in foreclosure and are REO Property, indicating in each case capitalized
Mortgage Loans, other Servicing Modifications and totals, and (c) for
all Group I Loans and Group II Loans that are Reportable Modified
Mortgage Loans, the number and aggregate Stated Principal Balance of
Group I Loans and Group II Loans that are Reportable Modified Mortgage
Loans that have been liquidated, the subject of pay-offs and that have
been repurchased by the Master Servicer or Seller;
(viii) the number, aggregate principal balance and book value of
any REO Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution
Date and the aggregate amount of Realized Losses on the Group I Loans
and Group II Loans incurred since the Cut-off Date;
(xi) the Pass-Through Rate on each Class of Certificates, the
Group I Net WAC Cap Rate and the Group II Net WAC Cap Rate;
(xii) the weighted average of the Maximum Net Mortgage Rates on
the Group I Loans and Group II Loans;
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(xiii) the Group I Net WAC Cap Shortfall, Group I Net WAC Cap
Shortfall Carry- Forward Amount, Class A-II Basis Risk Shortfall, Class
A-II Basis Risk Shortfall Carry- Forward Amount, Class M-II Basis Risk
Shortfall, Class M-II Basis Risk Shortfall Carry- Forward Amount and
Group I and Group II Prepayment Interest Shortfalls;
(xiv) the Group I and Group II Overcollateralization Amount and
the Group I and Group II Required Overcollateralization Amount following
such Distribution Date;
(xv) the number and aggregate principal balance of Group I Loans
and Group II Loans repurchased under Section 4.07 or Section 4.08;
(xvi) the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xvii) the weighted average remaining term to maturity of the
Group I Loans and Group II Loans after giving effect to the amounts
distributed on such Distribution Date;
(xviii)the weighted average Mortgage Rates of the Group I Loans
and Group II Loans after giving effect to the amounts distributed on
such Distribution Date;
(xix) the aggregate of any deposits to and withdrawals from the
Reserve Fund for such Distribution Date and the remaining amount on
deposit in the Reserve Fund after such deposits and withdrawals; and
(xx) the amount if any, to be paid by a Derivative Counterparty
under a Derivative Contract.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit S to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
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(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
(d) The Master Servicer shall, on behalf of the Depositor and in respect
of the Trust Fund, sign and cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Exchange Act, and the
rules and regulations of the Commission thereunder. In connection with the
preparation and filing of such periodic reports, the Trustee shall timely
provide to the Master Servicer (I) a list of Certificateholders as shown on the
Certificate Register as of the end of each calendar year, (II) copies of all
pleadings, other legal process and any other documents relating to any claims,
charges or complaints involving the Trustee, as trustee hereunder, or the Trust
Fund that are received by the Trustee, (III) notice of all matters that, to the
actual knowledge of a Responsible Officer of the Trustee, have been submitted to
a vote of the Certificateholders, other than those matters that have been
submitted to a vote of the Certificateholders at the request of the Depositor or
the Master Servicer, and (IV) notice of any failure of the Trustee to make any
distribution to the Certificateholders as required pursuant to this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability with
respect to the Master Servicer's failure to properly prepare or file such
periodic reports resulting from or relating to the Master Servicer's inability
or failure to obtain any information not resulting from the Master Servicer's
own negligence or willful misconduct. Any Form 10-K filed with the Commission in
connection with this clause (d) shall include a certification, signed by the
senior officer in charge of the servicing functions of the Master Servicer, in
the form attached as Exhibit R-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. In connection with the Form 10-K Certification, the Trustee
shall provide the Master Servicer with a back-up certification substantially in
the form attached hereto as Exhibit R-2. This Section 4.03(d) may be amended in
accordance with this Agreement without the consent of the Certificateholders.
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, any
Paying Agent and the Depositor (the information in such statement to be made
available to Certificateholders by the Master Servicer on request) (provided
that the Master Servicer will use its best efforts to deliver such written
statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the 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 and Insurance
Account on the immediately succeeding Certificate Account Deposit Date pursuant
to clause (iii) of Section 4.01(a), (iii) the amounts required to be withdrawn
from and deposited into the Reserve Fund pursuant to Section 4.09, (iv) the
amount of Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls, Class
A-II Basis Risk Shortfall, Class M-II Basis Risk Shortfall, Group I Net WAC Cap
Shortfall Carry-Forward Amounts, Class A-II Basis Risk Shortfall Carry-Forward
Amounts and Class M-II Basis Risk Shortfall Carry-Forward Amounts and (v) the
amount payable
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by the Derivative Counterparties to the Trustee under the Derivative Contracts
as provided in Section 4.11. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee shall be protected in relying
upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) remit to the Trustee for
deposit in the Certificate Account from its own funds, or funds received
therefor from the Subservicers, an amount equal to the Advances to be made by
the Master Servicer in respect of the related Distribution Date, which shall be
in an aggregate amount equal to the sum of (A) the aggregate amount of Monthly
Payments other than Balloon Payments (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of
any related Servicing Modifications, 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 (i) and (ii) aggregating
the amount of such Advance. Any portion of the Amount Held for Future
Distribution so used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04.The determination by
the Master Servicer that it has made a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to the Depositor and
the Trustee. In the event that the Master Servicer determines as of the Business
Day preceding any Certificate Account Deposit Date that it will be unable to
deposit in the Certificate Account an amount equal to the Advance required to be
made for the immediately succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice may be given by telecopy),
not later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate
105
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 as successor Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date. In
connection with the preceding sentence, the Trustee shall deposit all funds it
receives pursuant to this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing 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.
(1) All Realized Losses on the Group I Loans shall be allocated as
follows:
first, to Group I Excess Cash Flow as provided in Section
4.02(c)(vii), to the extent of the Group I Excess Cash
Flow for such Distribution Date;
second, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(x), to the extent of the Group II Excess
Cash Flow for such Distribution Date remaining after
distributions pursuant to Section 4.02(d)(viii);
third, in reduction of the Group I Overcollateralization
Amount, until the earlier of: (1) such amount has been
reduced to zero or (2) the aggregate Certificate Principal
Balance of the Class A Certificates and Class M
Certificates equals the aggregate Stated Principal Balance
of the Group I Loans and Group II Loans;
fourth, in reduction of the Group II Overcollateralization
Amount until such amount is reduced to zero, meaning, that
no additional Realized Losses will be allocated under any
subsequent clause until the aggregate Certificate
Principal Balance of the Class A Certificates and Class M
Certificates equals the aggregate Stated Principal Balance
of the Group I Loans and Group II Loans;
fifth, to the M-I-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
sixth, to the Class M-I-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
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seventh, to the Class M-I-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
eighth, to the Class A-I Certificates, with such amount
allocated among each Class of Class A-I Certificates on a
pro rata basis, based on the outstanding Certificate
Principal Balance of each such Class prior to giving
effect to distributions to be made on that Distribution
Date, until the Certificate Principal Balance of each such
Class has been reduced to zero.
(2) All Realized Losses on the Group II Loans shall be allocated as
follows:
first, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(viii), to the extent of the Group II
Excess Cash Flow for such Distribution Date;
second, to the Group I Excess Cash Flow as provided in
Section 4.02(c)(vii), to the extent of the Group I Excess
Cash Flow for such Distribution Date remaining after
distributions pursuant to Section 4.02(c)(vi);
third, in reduction of the Group II Overcollateralization
Amount, until the earliest of: (1) such amount has been
reduced to zero or (2) the aggregate Certificate Principal
Balance of the Class A Certificates and Class M
Certificates equals the aggregate Stated Principal Balance
of the Group I Loans and Group II Loans;
fourth, in reduction of the Group I Overcollateralization
Amount, meaning, that no additional Realized Losses will
be allocated to any Class of Certificates until the
aggregate Certificate Principal Balance of the Class A
Certificates and Class M Certificates equals the aggregate
Stated Principal Balance of the Group I Loans and Group II
Loans;
fifth, to the Class M-II-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
sixth, to the Class M-II-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
seventh, to the Class M-II-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
ninth, to the Class M-II-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
tenth, to the Class M-II-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
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eleventh, for losses on the Group II-A Loans, to the Class
A-II-A Certificates, and for losses on the Group II-B
Loans, to the Class A-II-B Certificates, on a pro rata
basis, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
(b) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A Certificates or Class M
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date; provided that no such reduction shall reduce the
Certificate Principal Balance of the Class A-I Certificates or Class A-II
Certificates below the aggregate Stated Principal Balance of the Group I Loans
or Group II Loans, as applicable. Allocations of the interest portions of
Realized Losses (other than any interest rate reduction resulting from a
Servicing Modification) shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(c) and
(d). Allocations of the interest portion of a Realized Loss resulting from an
interest rate reduction in connection with a Servicing Modification shall be
made by operation of the provisions of Section 4.02(c) and (d). All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
(c)(i) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date to REMIC I Regular Interest A, until the Uncertificated
Balance of REMIC I Regular Interest A has been reduced to zero. All Realized
Losses on the Group II Loans shall be allocated on each Distribution Date to
REMIC II Regular Interest B, until the Uncertificated Balance of REMIC II
Regular Interest B has been reduced to zero.
(ii) All Realized Losses on the Group I Loans shall be allocated on each
Distribution Date to the following REMIC III Group I Regular Interests in the
specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC III Group I Regular Interests I-AA and I-ZZ up to an
aggregate amount equal to the excess of (a) the REMIC III Group I Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Eligible Master Servicing Compensation) relating to the Group I Loans
for such Distribution Date, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of the REMIC III Group I Regular Interests
I-AA and I-ZZ up to an aggregate amount equal to the REMIC III Group I Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC III Group I Regular Interests I-AA, M-I-3 and I-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC III
Group I Regular Interest M-I-3 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC III Group I Regular Interests I-AA,
M-I-2 and I-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC III Group I Regular Interest M-I-2 has been reduced to zero; fifth, to
the Uncertificated Principal Balances of REMIC III Group I Regular Interests
I-AA, M-I-1, and I-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC III Group I Regular Interest M-I-1 has been reduced to zero;
and sixth, to the Uncertificated Principal Balances of REMIC III Group I Regular
Interests I-AA, 98%, X-X-0, X-X-0, X-X-0, X-X-0, X-X-0 and A-I-6, 1% pro rata,
and I-ZZ, 1%, until the Uncertificated Balance of each of REMIC III Group I
Regular Interests X-X-0, X-X-0, X-X-0, X-X-0, X-X-0 and A-I-6 have been reduced
to zero.
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(iii) All Realized Losses on the Group II Loans shall be allocated on
each Distribution Date to the following REMIC III Group II Regular Interests in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC III Group II Regular Interests II-AA and II-ZZ up to an
aggregate amount equal to the excess of (a) the REMIC III Group II Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Eligible Master Servicing Compensation) relating to the Group II
Loans for such Distribution Date, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of the REMIC III Group II Regular Interests
II-AA and II-ZZ up to an aggregate amount equal to the REMIC III Group II
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
M-II-5 and II-ZZ, 98%, 1% and 1% until the Uncertificated Balance of REMIC III
Group II Regular Interest M-II-5 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
M-II- 4 and II-ZZ, 98%, 1% and 1% until the Uncertificated Balance of REMIC III
Group II Regular Interest M-II-4 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
M-II-3 and II-ZZ, 98%, 1% and 1% until the Uncertificated Balance of REMIC III
Group II Regular Interest M-II-3 has been reduced to zero; sixth, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
M-II-2 and II-ZZ, 98%, 1% and 1% until the Uncertificated Balance of REMIC III
Group II Regular Interest M-II-2 has been reduced to zero; seventh, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
M-II-1 and II-ZZ, 98%, 1% and 1% until the Uncertificated Balance of REMIC III
Group II Regular Interest M-II-1 has been reduced to zero; and eighth, to the
Uncertificated Principal Balances of REMIC III Group II Regular Interests II-AA,
98%, losses on the Group II-A Loans to REMIC III Group II Regular Interest
A-II-A and losses on the Group II-B Loans to REMIC III Group II Regular Interest
A-II-B1, A-II-B2, A-II-B3, A-II-B4, on a pro rata basis, 1%, and II-ZZ, 1%,
until the Uncertificated Balance of each of REMIC III Group II Regular Interests
A-II-A, A-II-B1, A-II-B2, A-II-B3, and A-II-B4 have 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. 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
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Mortgage Loan at the request of the Master Servicer without recourse to the
Master Servicer which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security.
The Master Servicer will thereupon own such Mortgage, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the irrevocable option at
any time to purchase any of the Mortgage Loans from the Trustee at the Purchase
Price, up to a maximum of five Mortgage Loans. In the event that this option is
exercised as to any five Mortgage Loans in the aggregate, this option will
thereupon terminate. If at any time the Limited Repurchase Right Holder makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Limited Repurchase Right Holder provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Certificate Account, then the Trustee
shall execute the assignment of such Mortgage Loan at the request of the Limited
Repurchase Right Holder without recourse to the Limited Repurchase Right Holder
which shall succeed to all the Trustee's right, title and interest in and to
such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Limited
Repurchase Right Holder will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Any tax on "prohibited transactions"
(as defined in Section 860F(a)(2) of the Code) imposed on any REMIC relating to
the exercise of the option provided in this Section 4.08 shall in no event be
payable by the Trustee.
Section 4.09. Distribution of Group I Net WAC Cap Shortfall
Carry-Forward Amounts, Class A-II Basis Risk Shortfall
Carry-Forward Amounts and Class M-II Basis Risk Shortfall
Carry-Forward Amounts; Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of Class A Certificates and Class M Certificates,
the Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit
into the Reserve Fund the Reserve Fund Deposit to the extent received by the
Trustee from the Depositor. On each Distribution Date, the Trustee shall
transfer from the Certificate Account to the Reserve Fund the amounts specified
pursuant to Sections 4.02(c)(xv) and (xvi) and 4.02(d)(xvii) and (xviii). On
each Distribution Date, to the extent required, the Trustee shall make
withdrawals from the Reserve Fund and use the amounts in the Reserve Fund to
make distributions to the Class A Certificates and Class M Certificates as
follows:
(I) Solely from amounts deposited in the Reserve Fund pursuant to
Section 4.02(c)(xvi) and 4.02(d)(xvii), as follows:
(A) first, to the Class A-II-A Certificates and Class
A-II-B Certificates, in an amount equal to any Class A-II Basis
Risk Shortfall Carry-Forward Amount, concurrently on a pro rata
basis, based on the amount of any Class A-II Basis Risk Shortfall
Carry-Forward Amount for such Classes of Certificates;
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(B) second, to the Class M-II-1, Class M-II-2, Class
M-II-3, Class M-II-4 and Class M-II-5 Certificates, in that
order, in an amount equal to any Class M-II Basis Risk Shortfall
Carry-Forward Amount; and
(C) third, to the Class SB-II Certificates; and
(II) Solely from amounts deposited in the Reserve Fund pursuant
to Section 4.02(c)(xvi) and 4.02(d)(xix), as follows:
(A) first, to the Class A-I-1, Class A-I-4, Class A-I-5
and Class A-I-6 Certificates, in an amount equal to any Group I
Net WAC Cap Shortfall Carry- Forward Amount, concurrently on a
pro rata basis, based on the amount of any Group I Net WAC Cap
Shortfall Carry-Forward Amount for such Classes of Certificates;
(B) second, to the Class M-I-1, Class M-I-2 and Class
M-I-3 Certificates, in that order, in an amount equal to any
Group I Net WAC Cap Shortfall Carry- Forward Amount; and
(C) third, to the Class SB-I Certificates.
Any such amounts transferred shall be treated for federal tax purposes as
amounts distributed by REMIC IV to either the Class SB-I or Class SB-II
Certificateholders as transferee thereof. On each Distribution Date, to the
extent that the balance of deposits in the Reserve Fund is in excess of $5,000
after the distributions described in the second preceding sentence, the Trustee
shall, based upon the information provided by the Master Servicer, withdraw from
the Reserve Fund (to the extent of funds available on deposit therein) such
amounts in excess of $5,000, if any, and distribute them to the holder of the
Reserve Fund Residual Right.
(b) The Reserve Fund shall be an Eligible Account. Amounts held in the
Reserve Fund from time to time shall continue to constitute assets of the Trust
Fund, but not of the REMICs, until released from the Reserve Fund pursuant to
this Section 4.09. The Reserve Fund constitutes an "outside reserve fund" within
the meaning of Treasury Regulation Section 1.860G-2(h) and is not an asset of
the REMICs. The Class SB-I and Class SB-II Certificateholders shall be the
owners of the Reserve Fund, and for all federal tax purposes, amounts
transferred by the REMICs to the Reserve Fund shall be treated as amounts
distributed by the REMICs to either the Class SB-I Certificateholders or the
Class SB-II Certificateholders as designated in Section 4.02(c) and (d). The
Trustee shall keep records that accurately reflect the funds on deposit in the
Reserve Fund. The Trustee shall, at the direction of the Master Servicer, invest
amounts on deposit in the Reserve Fund in Permitted Investments. In the absence
of written direction to the Trustee from the Master Servicer, all funds in the
Reserve Fund shall remain uninvested. On each Distribution Date, the Trustee
shall distribute any interest on the Reserve Fund to the holder of the Reserve
Fund Residual Right.
(c) The holder of the Reserve Fund Residual Right with respect to the
Reserve Fund shall initially be Residential Funding as holder of the Class SB-I
Certificates and Class SB-II Certificates, and such Reserve Fund Residual Right
shall at all times be owned by and allocated to Class SB-I Certificates and
Class SB-II Certificates on a pro rata basis. So long as Residential Funding is
the
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holder of the Class SB-I Certificates and Class SB-II Certificates, any amounts
payable to the holder of the Reserve Fund Residual Right shall be payable to
Residential Funding. In the event of a transfer of the ownership in any of the
Class SB-I Certificates and Class SB-II Certificates by Residential Funding, the
Reserve Fund Residual Right will be transferred along with such Class SB-I
Certificates and Class SB-II Certificates.
Section 4.10. [Reserved].
Section 4.11. Derivative Contracts.
(a) The Trustee shall, at the direction of the Master Servicer, on
behalf of the Trust Fund, enter into Derivative Contracts, solely for the
benefit of the Class SB Certificates. Any such Derivative Contract shall
constitute a fully prepaid agreement. The Master Servicer shall determine, in
its sole discretion, whether any Derivative Contract conforms to the
requirements of Section 4.11(b) and (c). Any acquisition of a Derivative
Contract shall be accompanied by an appropriate amendment to this Agreement,
including an Opinion of Counsel, as provided in Section 11.01, and either (i) an
Opinion of Counsel to the effect that the existence of the Derivative Contract
will not adversely affect the availability of the exemptive relief afforded
under ERISA by U.S. Department of Labor Prohibited Transaction Exemption 94-29,
as most recently amended, 67 Fed. Reg. 54487 (August 22, 2002), or Prohibited
Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995), to the
Holders of the Class A Certificates or the Class M Certificates, respectively,
as of the date the Derivative Contract is entered into by the Trustee or (ii)
the consent of each Holder of a Class A Certificate or a Class M Certificate to
the acquisition of such Derivative Contract. All collections, proceeds and other
amounts in respect of the Derivative Contracts payable by the Derivative
Counterparty shall be distributed to the Class SB Certificates on the
Distribution Date following receipt thereof by the Trustee. In no event shall
such an instrument constitute a part of any REMIC created hereunder. In
addition, in the event any such instrument is deposited, the Trust Fund shall be
deemed to be divided into two separate and discrete sub-Trusts. The assets of
one such sub-Trust shall consist of all the assets of the Trust other than such
instrument and the assets of the other sub-Trust shall consist solely of such
instrument.
(b) Any Derivative Contract that provides for any payment obligation on
the part of the Trust Fund must (i) be without recourse to the assets of the
Trust Fund, (ii) contain a non-petition covenant provision from the Derivative
Counterparty, (iii) limit payment dates thereunder to Distribution Dates and
(iv) contain a provision limiting any cash payments due to the Derivative
Counterparty on any day under such Derivative Contract solely to funds available
therefor in the Certificate Account available to make payments to the Holders of
the Class SB Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of
any amounts by the Derivative Counterparty thereunder to the Certificate Account
at least one Business Day prior to the related Distribution Date, (ii) contain
an assignment of all of the Trust Fund's rights (but none of its obligations)
under such Derivative Contract to the Trustee on behalf the Class SB
Certificateholders and shall include an express consent to the Derivative
Counterparty to such assignment, (iii) provide that in the event of the
occurrence of an Event of Default, such Derivative Contract shall terminate upon
the direction of a majority Percentage Interest of the Class SB
112
Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off'
or "netting" other obligations of the Trust Fund and its Affiliates against such
Derivative Counterparty's payment obligations thereunder.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class SB and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Depositor upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Class A, Class M-I-1 and Class M-II-1
Certificates shall be issuable in minimum dollar denominations of $25,000 and
integral multiples of $1 in excess thereof. The Class M-I-2, Class M-I-3, Class
M-II-2, Class M-II-3, Class M-II-4 and Class M-II-5 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1 in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated form in minimum percentage interests of 5.00% and integral
multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall
be issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.The
Certificates shall be executed by manual or facsimile signature on behalf of an
authorized officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and Class M 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 such Class A Certificate and Class M Certificate
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
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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.
In addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Principal Balance being exchanged, the Depository
Participant account to be debited with the decrease, the registered holder of
and delivery instructions for the Definitive Certificates and any other
information reasonable required by the Trustee), (i) the Trustee shall instruct
the Depository to reduce the related Depository Participant's account by the
aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the
Trustee shall execute, authenticate and deliver, in accordance with the
registration and delivery instructions provided by the Depository, a Definitive
Certificate evidencing such Certificate Owner's Percentage Interest in such
Class of Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Certificate
Principal Balance of such Class of Certificates by the amount of 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 any instruction required under this
section 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 Depository 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
115
Trustee, and the Trustee and the Master Servicer shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee, in accordance with the provisions of Section
8.11, a Certificate Register in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.11 and, in the case of any Class SB or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB or
Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel addressed to
and 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
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execute a representation letter, substantially in the form of Exhibit J hereto,
each acceptable to and in form and substance satisfactory to the Depositor and
the Trustee certifying to the Depositor and the Trustee the facts surrounding
such transfer, which representation letters shall not be an expense of the
Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of the
requirements set forth in the preceding sentence, transfers of Class SB or Class
R Certificates may be made in accordance with this Section 5.02(d) if the
prospective transferee of such a Certificate provides the Trustee and the Master
Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws and
this Agreement.
(e) (i) In the case of any Class M, Class SB or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase or holding of such Class M, Class SB or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Depositor or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or
the Master Servicer or (ii) the prospective transferee shall be required to
provide the Trustee, the Depositor and the Master Servicer with a certification
to the effect set forth in Exhibit P (with respect to a Class M Certificate)
(which certification shall have been deemed to have been given by a Class M
Certificateholder who acquires a Book-Entry Certificate), paragraph six of
Exhibit I or paragraph three of Exhibit N (with respect to a Class SB
Certificate) or in paragraph fifteen of Exhibit H-1 (with respect to a Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested either (a) is not an employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code (a "Plan"), or any Person (including an
insurance company investing its general accounts, an investment manager, a named
fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan,
within the meaning of the U.S. Department of Labor regulation promulgated at 29
C.F.R. ss. 2510.3-101, to effect such acquisition (a "Plan Investor") or (b) in
the case of a Class M 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
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Sections I and III of PTCE 95-60 have been satisfied (each entity that satisfies
this clause (b), a "Complying Insurance Company").
(ii) Any Transferee of a Class M Certificate that does not deliver the
Opinion of Counsel or certification referred to in clause (i) above 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 or (b) such Transferee is a Complying Insurance Company.
(iii) If any Class M Certificate (or any interest therein) is acquired
or held by any Person that is not described in paragraph (ii) above, then the
last preceding Transferee that either (i) is not a Plan Investor or (ii) is a
Complying Insurance Company shall be restored, to the extent permitted by law,
to all rights and obligations as Certificate Owner thereof retroactive to the
date of such Transfer of 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.
(iv) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and hold harmless the
Depositor, the Trustee, the Master Servicer, any Subservicer and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(f) (i)Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit H-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
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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.
(A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a Non-United States Person
shall become a holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The
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Trustee shall be under no liability to any Person for any registration
of Transfer of a Class R Certificate that is in fact not permitted by
this Section 5.02(f) or for making any payments due on such Certificate
to the holder thereof or for taking any other action with respect to
such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds
an Ownership Interest in a Class R Certificate having as among
its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its
then-current ratings, if any, of the Class A Certificates and
Class M 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
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(B) a certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I, REMIC II, REMIC III or REMIC IV to
cease to qualify as a REMIC and will not cause (x) any of REMIC
I, REMIC II, REMIC III or REMIC IV to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate
to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and
any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder"and in Section 4.09,
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).
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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, such sum to be held in trust for
the benefit of Certificateholders. The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and
the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates and Class M Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such
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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
and costs constituted a Prepayment Interest Shortfall.
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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):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the Certificates of such Class and this Agreement
and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such
failure to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor or to the Master Servicer, the Depositor and the
Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Master Servicer contained in the Certificates of any Class or in this Agreement
and such failure shall continue unremedied for a period of 30 days (except that
such number of days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding- up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or relating
to, the Master Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
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(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder. If an Event of Default described in clause
(vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and
the Depositor, immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder as
provided in Section 4.04(b). On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder
thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass
to and be vested in the Trustee or the Trustee's designee appointed pursuant to
Section 7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be credited to
the Custodial Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination. Notwithstanding any
termination of the activities of Residential Funding in its capacity as Master
Servicer hereunder, Residential Funding shall be entitled to receive, out of any
late collection of a Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and obligations as Master
Servicer hereunder and received after such notice, that portion to which
Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii),
(vi) and (vii) as well as its Servicing Fee in respect thereof, and any other
amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the Depositor shall deliver to
the Trustee as successor Master Servicer a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating
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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(d) by the terms and
provisions hereof); provided, however, that any failure to perform such duties
or responsibilities caused by the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be considered a default by the
Trustee hereunder as successor Master Servicer. As compensation therefor, the
Trustee as successor Master Servicer shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage
servicing institution, having a net worth of not less than $10,000,000 as the
successor to the Master Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Master Servicer shall bear any and all fees of
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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 in a timely
fashion. 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, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the REMIC
Provisions and to prevent the imposition of any federal, state or local income,
prohibited transaction (except as provided in Section 2.04 herein), contribution
or other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Depositor or the Master Servicer and
which on their face, do not contradict the requirements of this
Agreement;
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(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less
than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Depositor or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
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(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred and is continuing,
and otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; 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
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Servicer shall indemnify the Trustee for signing any such Tax Returns
that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 2.04), the Trustee shall not accept any contribution of assets to
the Trust Fund unless it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause any of REMIC
I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
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(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, and the Master Servicer further agrees to
indemnify the Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense arising out of, or in connection with, the provisions set
forth in the second paragraph of Section 2.01(a) hereof, including, without
limitation, all costs, liabilities and expenses (including reasonable legal fees
and expenses) of investigating and defending itself against any claim, action or
proceeding, pending or threatened, relating to the provisions of such paragraph,
provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld. No
termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee
under the conditions and to the extent set forth herein. Notwithstanding
the foregoing, the indemnification provided by the Master Servicer in
this Section 8.05(b) shall not pertain to any loss, liability or expense
of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the
Trustee at the direction of Certificateholders pursuant to the terms of
this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
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(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 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,
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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.
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
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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 conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11. The Trustee will maintain an office or agency in the City of New
York where Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially designates its offices located at 0 Xxx Xxxx
Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, for the purpose of keeping the
Certificate Register. The Trustee will maintain an office at the
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address stated in Section 11.05(c) hereof where notices and demands to or upon
the Trustee in respect of this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in the
Trust Fund or the purchase by the Master Servicer of all Group II Loans
and all property acquired in respect of any Group II Loan remaining in
the Trust Fund, in each case, at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan (or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan) to, but not including, the
first day of the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of
the United States to the Court of St. Xxxxx, living on the date hereof;
provided further, that, if the amount due under any Certificate shall
not have been reduced to zero prior to the Maturity Date, the Master
Servicer shall be required to terminate this Agreement in accordance
with this clause (ii); and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of any of REMIC I, REMIC II,
REMIC III or REMIC IV as a REMIC. The purchase price paid by the Master
Servicer shall also include any amounts owed by Residential Funding
pursuant to the last paragraph of Section 4 of the Assignment Agreement
in respect of any liability, penalty or expense that resulted from a
breach of the representation and warranty set forth in clause (bb) of
such Section, that remain unpaid on the date of such purchase.
The right of the Master Servicer or the Company to purchase all the
assets of the Trust Fund relating to the Group I Loans, pursuant to clause (ii)
above is conditioned upon the date of such
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purchase occurring on or after the Group I Optional Termination Date. The right
of the Master Servicer or the Company to purchase all the assets of the Trust
Fund relating to the Group II Loans, pursuant to clause (ii) above is
conditioned upon the date of such purchase occurring on or after the Group II
Optional Termination Date. 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 and after the Master Servicer has exercised
its right to purchase all the assets of the Trust Fund relating to the Group II
Loans pursuant to clause (ii) of the second preceding paragraph, the Master
Servicer shall have the right, at its option, to purchase the Class A-I
Certificates and Class M-I Certificates in whole, but not in part, at a price
equal to the aggregate outstanding Certificate Principal Balance of the Class
A-I Certificates and Class M-I Certificates, plus one month's Accrued
Certificate Interest on the Class A-I Certificates and Class M-I Certificates,
any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. On any Distribution Date on or
after the Group II Optional Termination Date and after the Master Servicer has
exercised its right to purchase all the assets of the Trust Fund relating to the
Group I Loans pursuant to clause (ii) of the second preceding paragraph, the
Master Servicer shall have the right, at its option, to purchase the Class A-II
Certificates and Class M-II Certificates in whole, but not in part, at a price
equal to the aggregate outstanding Certificate Principal Balance of the Class
A-II Certificates and Class M-II Certificates, plus one month's Accrued
Certificate Interest on the Class A-II Certificates and Class M-II Certificates,
any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. In addition, on any
Distribution Date on or after the Group I Optional Termination Date and Group II
Optional Termination Date, the Master Servicer shall have the right, at its
option, to purchase all of the Certificates in whole, but not in part, at a
price equal to the aggregate outstanding Certificate Principal Balance of the
Certificates, plus one month's Accrued Certificate Interest on the Certificates,
any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. If the Master Servicer
exercises this right to purchase the outstanding Class A-I Certificates and
Class M-I Certificates or Class A-II Certificates and Class M-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
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letter to Certificateholders mailed not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period, any previously unpaid Accrued
Certificate Interest and any unpaid Prepayment Interest Shortfall previously
allocated thereto.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed
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to such holders. No interest shall accrue or be payable to any Certificateholder
on any amount held in the escrow account or by the Master Servicer as a result
of such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01 and the Certificateholders
shall look only to the Master Servicer for such payment.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I, REMIC II, REMIC III and REMIC IV, as the case may
be, shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of any of REMIC I, REMIC II, REMIC III
and REMIC IV, as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II, REMIC III and REMIC IV, and
specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for each of REMIC I, REMIC II, REMIC III and
REMIC IV, under Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I, REMIC II, REMIC III and REMIC
IV at the expense of the Trust Fund in accordance with the terms and conditions
of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular Interest
shall be designated as the "regular interests" and the Class R-I Certificates
shall be designated as the sole class of "residual interests" in REMIC I. The
REMIC II Regular Interest shall be designated as the "regular interests" and the
Class R-II Certificates shall be designated as the sole class of "residual
interests" in REMIC II. The REMIC III Regular Interests shall be designated as
the "regular interests" and the Class R-III Certificates shall be designated as
the sole class of "residual interests" in REMIC III. The Class A-I, Class A-II,
Class M-I, Class M-II, Class SB-I and Class SB-II Certificates shall be
designated as the "regular interests" in REMIC IV and the Class R-IV
Certificates shall be designated the sole class of "residual interests" in REMIC
IV. The REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the REMIC other
than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II, REMIC III and REMIC IV within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II, REMIC III and REMIC IV in relation to
any tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the REMIC Administrator shall be
entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation not to exceed $3,000 per year by any successor
Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax
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Returns in a timely manner. The expenses of preparing such returns shall be
borne by the REMIC Administrator without any right of reimbursement therefor.
The REMIC Administrator agrees to indemnify and hold harmless the Trustee with
respect to any tax or liability arising from the Trustee's signing of Tax
Returns that contain errors or omissions. The Trustee and Master Servicer shall
promptly provide the REMIC Administrator with such information as the REMIC
Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II, REMIC
III or REMIC IV as a REMIC or (ii) with the exception of actions taken in
connection with Section 4.08 hereof, result in the imposition of a tax upon any
of REMIC I, REMIC II, REMIC III or REMIC IV (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
(except as provided in Section 2.04) and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, in the absence of an
Opinion of Counsel or the indemnification referred to in this sentence, an
"Adverse REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer or the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken
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provided that the indemnity given in the preceding sentence with respect to any
taxes that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action or inaction,
as the case may be. In addition, prior to taking any action with respect to the
Trust Fund or its assets, or causing the Trust Fund to take any action, which is
not expressly permitted under the terms of this Agreement, the Trustee will
consult with the Master Servicer or the REMIC Administrator, as applicable, or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee
shall not take any such action or cause the Trust Fund to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the startup day
therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the startup day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in any REMIC will
not cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
a REMIC at any time that any
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Certificates are outstanding or subject any such REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II,
REMIC III or REMIC IV will receive a fee or other compensation for services nor
permit any of REMIC I, REMIC II, REMIC III or REMIC IV to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the principal
balance of each regular interest in each REMIC would be reduced to zero is April
25, 2034.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I, REMIC II, REMIC III or
REMIC IV as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions. The Trustee shall treat the Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulation 1.860G-2(h). The Reserve Fund
shall be owned by the Class SB-I Certificateholders and Class SB-II
Certificateholders, and is not an asset of the REMICs. The Trustee shall treat
the rights of the Class A-I-1, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I,
Class A-II and Class M-II Certificateholders to receive payments from the
Reserve Fund as rights in an interest rate cap contract written by the Class
SB-I Certificateholders and Class SB-II Certificateholders in favor of the Class
A-I-1, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I, Class A-II and Class
M-II Certificateholders. Thus, each Class A-I-1, Class A-I-4, Class A-I-5, Class
A-I-6, Class M-I, Class A-II and Class M-II Certificate shall be treated as
representing ownership of not only REMIC IV regular interests, but also
ownership of an interest in an interest rate cap contract. For purposes of
determining the issue price of the REMIC IV regular interests, the Trustee shall
assume that the interest rate cap contract with respect to the Class A-I-1,
Class A-I-4, Class A-I-5, Class A-I-6, Class M-I, Class A-II and Class M-II
Certificates has a de minimis value.
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification.
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(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs at
all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to the
Code that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material respect the
interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then- current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(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
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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 is permitted under this
Agreement and that such amendment or the exercise of any power granted to the
Master Servicer, the Depositor or the Trustee in accordance with such amendment
will not result in the imposition of a federal tax on the Trust Fund or cause
REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as REMICs at any
time that any Certificate is outstanding. The Trustee may but shall not be
obligated to enter into any amendment pursuant to this Section that affects its
rights, duties and immunities and this agreement or otherwise; provided however,
such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(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
149
other shortfalls. Any such instrument or fund shall be held by the Trustee for
the benefit of the Class R Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the REMIC. To the extent that
any such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve fund
and not an asset of the REMIC, (ii) any such reserve fund shall be owned by the
Depositor, and (iii) amounts transferred by the REMIC to any such reserve fund
shall be treated as amounts distributed by the REMIC to the Depositor or any
successor, all within the meaning of Treasury regulations Section 1.860G-2(h).
In connection with the provision of any such instrument or fund, this Agreement
and any provision hereof may be modified, added to, deleted or otherwise amended
in any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Depositor and such related insurer
but without the consent of any Certificateholder and without the consent of the
Master Servicer or the Trustee being required unless any such amendment would
impose any additional obligation on, or otherwise adversely affect the interests
of the Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Depositor obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code and (b) any of REMIC I, REMIC II, REMIC III or
REMIC IV to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Depositor elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Depositor may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit L, with such changes as the Depositor shall deem to
be appropriate; it being understood that the Trustee has reviewed and approved
the content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this
Agreement shall require the consent of the Limited Repurchase Right Holder as
third-party beneficiary.
Section 11.02.Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of
150
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.
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.
151
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RAMP), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0 Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust Services/Global
Debt, RAMP 2004-RS4 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of
Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage
Surveillance or such other address as may be hereafter furnished to the
Depositor, Trustee and Master Servicer by Standard & Poor's; and (e) in the case
of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS
Monitoring Department, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by Moody's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06.Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, (a)
shall notify each Rating Agency at such time as it is otherwise required
pursuant to this Agreement to give notice of the occurrence of, any of the
events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below, (b)
shall notify the Subservicer at such time as it is otherwise required pursuant
to this Agreement to give notice of the occurrence of any of the events
described in clause (a), (b), (c)(1), (g)(1) or (i) below, or (c) provide a copy
to each Rating Agency at such time as otherwise required to be delivered
pursuant to this Agreement of any of the statements described in clauses (e) and
(f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) (1) the termination or appointment of a successor Master Servicer or
(2) the termination or appointment of a successor Trustee or a change in the
majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under 152 any such instrument,
(e) the statement required to be delivered to the Holders of each Class
of Certificates pursuant to Section 4.03,
152
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) (1) a change in the location of the Custodial Account or (2) a
change in the location of the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07.Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08.Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement. Each Supplemental Article shall set forth all
necessary provisions relating to the holding of the Resecuritized Certificates
by the Trustee, the establishment of the Restructuring Vehicle, the issuing of
various classes of new certificates by the Restructuring Vehicle and the
distributions to be made thereon, and any other provisions necessary to the
purposes thereof. In connection with each Supplemental Article, the Depositor
shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other
entity not subject to taxation for
153
federal income tax purposes and (ii) the adoption of the Supplemental Article
will not endanger the status of any of REMIC I, REMIC II, REMIC III or REMIC IV
as a REMIC or result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transaction as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in
Section 860G(d) of the Code.
Section 11.09.[Reserved].
Section 11.10.Third Party Beneficiary.
The Limited Repurchase Right Holder is an express third-party
beneficiary of Section 4.08 of this Agreement, and shall have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.
154
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
Name: Xxxxx Xxx Name: Xxxxxx Xxxxxx
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
Name: Xxxxxx Xxxxxx Name: Xxxxx Xxx
Title: Associate Title: Director
[Seal] JPMORGAN CHASE
BANK as
Trustee
Attest: By:
Name: Name: Xxxxx X. Xxxx
Title: Title: Trust Officer
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 2004 before me, a notary public in and
for said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
_________________
[Notarial Seal]
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 2004 before me, a notary public in and
for said State, personally appeared Xxxxx 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]
000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 28th day of April 2004 before me, a notary public in and
for said State, personally appeared Xxxxx X. Xxxx, known to me to be a Trust
Officer of JPMorgan Chase Bank, a New York banking corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said banking corporation and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
___________________
[Notarial Seal]
158
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 Certificate No. __
[___%] [Adjustable] Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date: Percentage Interest: ___%
April 1, 2004
First Distribution Date: Aggregate Initial Certificate Principal
May 25, 2004 Balance of the Class A-__
Certificates: $___________
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date:Initial Certificate Principal
_________ __, 20__ Balance of this Class A-__ Certificate:
$___________
Maturity Date: CUSIP ________
_________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-RS4
evidencing a percentage interest in the distributions allocable
to the Class A-__ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that ____________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family fixed and adjustable interest rate first 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
A-2
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] [at the close of
business on the Business Day prior to such Distribution Date] (the "Record
Date"), from the related Available Distribution Amount in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest and principal, if any, required to be distributed to Holders of
Class A-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
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.
A-3
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 there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I] [Group II]
A-4
Loans and all property acquired in respect of such [Group I] [Group II] 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 [Group I] [Group II]
Loans and all property acquired in respect of any [Group I] [Group II] Loan or
(ii) to purchase in whole, but not in part, all of the Class A-[_] Certificates
and Class M-[_] Certificates from the Holders thereof, provided, that any such
option may only be exercised if the aggregate Stated Principal Balance of the
[Group I] [Group II] Loans, as of the Distribution Date upon which the proceeds
of any such purchase are distributed is less than ten percent of the Cut-off
Date Principal Balance of the [Group I] [Group II] 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.
A-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
Authorized Signatory
Dated: April 28, 2004
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
A-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
-------------------------------------------------------------------
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
__________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to____________________________________________ for the account
of ___________________________ account number________________________________
or, if mailed by check, to____________________.
Applicable statements should be mailed to:_______________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
A-7
EXHIBIT B
FORM OF CLASS [M-_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
[A-_][M-_] CERTIFICATES, AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CLASS [M-_] CERTIFICATE WILL BE MADE UNLESS THE
TRUSTEE HAS RECEIVED EITHER (A) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM
AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER
WITH RESPECT TO THE PERMISSIBILITY OF SUCH TRANSFER UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND SECTION 4975
OF THE CODE AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION
OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE
MASTER SERVICER TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT OR (B) A REPRESENTATION LETTER, IN THE FORM DESCRIBED IN THE
AGREEMENT, EITHER STATING THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE (A "PLAN") OR ANY OTHER PERSON (INCLUDING AN
INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY
OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF
ANY PLAN (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
B-1
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST
HEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B)
SUCH TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE
LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR OR
(II) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE
EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS
CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH
TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(e) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
B-2
Class M-_ Mezzanine Certificate No. 1
Date of Pooling and Servicing [____%] [Adjustable] Pass-Through Rate
Agreement and Cut-off Date
April 1, 2004
First Distribution Date: Percentage Interest: ___%
May 25, 2004
Master Servicer: Aggregate Certificate Principal Balance of the
Residential Funding Corporation Class M-_ Certificates: $________
Final Scheduled Distribution Date: Initial Certificate Principal Balance of this
_________ __, 20__ Class M-_ Certificate:
$__________
Maturity Date: CUSIP
_________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-RS4
evidencing a percentage interest in the distributions allocable
to the Class M-_ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed and adjustable 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 _________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed and adjustable interest rate, first 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
B-3
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] [at the close of
business on the Business Day prior to such Distribution Date] (the "Record
Date"), from the related Available Distribution Amount in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
of interest and principal, if any, required to be distributed to Holders of
Class 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(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
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").
B-4
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the
B-5
Depositor, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I] [Group II] Loans and all property
acquired in respect of such [Group I] [Group II] 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 [Group I] [Group II] Loans and all property
acquired in respect of any [Group I] [Group II] Loan or (ii) to purchase in
whole, but not in part, all of the Class A-[_] Certificates and Class M-[_]
Certificates from the Holders thereof, provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the [Group I] [Group
II] Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Principal
Balance of the [Group I] [Group II] Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By: __________________________
Authorized Signatory
Dated: April 28, 2004
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
B-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
-------------------------------------------------------------------
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
__________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to____________________________________________ for the account
of ___________________________ account number________________________________
or, if mailed by check, to____________________.
Applicable statements should be mailed to:_______________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
B-8
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS [A-_][M- _]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF ANY PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS"
OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED
AT 29 C.F.R. ss.2510.3-101 UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER
SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE
SATISFACTION OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE
PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE
MASTER SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND.
C-9
Certificate No. __ Variable Pass-Through Rate
Class SB-__ Subordinate
Date of Pooling and Servicing Percentage Interest: ___%
and Cut-off Date:
April 1, 2004
First Distribution Date: Aggregate Initial Certificate Principal Balance
May 25, 2004 of the Class SB-__ Certificates:
$________
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $________
Final Scheduled Distribution Date: CUSIP: ________
_________ __, 20__
Maturity Date:
_________ __, 20__
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-RS4
evidencing a percentage interest in the distributions allocable
to the Class SB-__ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed and adjustable interest rate first 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
C-2
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
SB-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB-__ Certificate as of any date of determination will be
calculated as described in the Agreement. The Notional Amount hereof will be
reduced by interest shortfalls on the related Loan Group including any
Prepayment Interest Shortfalls not covered by Compensating Interest or related
Excess Cash Flow, and the interest portion of any Realized Losses incurred in
respect thereof. This Class SB-__ Certificate will accrue interest at the
Pass-Through Rate on the Notional Amount as indicated in the definition of
Accrued Certificate Interest in the Agreement. This Class SB-__ Certificate will
not accrue interest on its Certificate Principal Balance.
No transfer of this Class SB-__ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the 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
C-3
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any employee benefit plan or other plan or arrangement subject to ERISA or
Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly,
on behalf of any Plan or any Person acquiring such Certificates with "plan
assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss.2510.3-101 unless the Depositor, the Trustee and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Trustee and the Master Servicer that the
purchase of this Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code and will not subject the Depositor, the
Master Servicer or the Trustee to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Master Servicer, the Trustee or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
C-4
registration of transfer at the offices or agencies appointed by the Trustee in
the City and State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining [Group I] [Group II] Loans and all property
acquired in respect of such [Group I] [Group II] 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 [Group I] [Group II] Loans and all property
acquired in respect of any [Group I] [Group II] Loan or (ii) to purchase in
whole, but not in part, all of the Class A-[_] Certificates and Class M-[_]
Certificates from the Holders thereof, provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the [Group I] [Group
II] Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Principal
Balance of the [Group I] [Group II] Loans.
C-5
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
Authorized Signatory
Dated: April 28, 2004
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-__ Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _______________________________
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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(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:
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Dated:_____________________ __________________________________
Signature by or on behalf of assignor
__________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to____________________________________________ for the account
of ___________________________ account number________________________________
or, if mailed by check, to____________________.
Applicable statements should be mailed to:_______________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
C-8
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R-__ CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE
AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO ANY
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ERISA OR SECTION
4975 OF THE CODE (A "PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF ANY PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS"
OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED
AT 29 C.F.R. ss.2510.3-101 UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER
SERVICER ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE
SATISFACTION OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE
PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE
MASTER SERVICER OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY (INCLUDING
OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION
TO THOSE UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
EXPENSE OF THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND.
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
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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.
D-2
Class R-__ Certificate No. __
Date of Pooling and Servicing Percentage Interest: __%
Agreement and Cut-off Date:
April 1, 2004
First Distribution Date: Initial Certificate Principal
May 25, 2004 Balance of this Certificate: $_____
Master Servicer:Residential Funding Corporation
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-RS4
evidencing a percentage interest in any distributions allocable
to the Class R-__ Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate first lien
mortgage loans sold by RESIDENTIAL ASSET MORTGAGE. PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that ___________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed and adjustable interest rate first lien mortgage loans (the
"Mortgage Loans"), sold by Residential Asset Mortgage Products, Inc.
(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
D-3
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month immediately preceding the month of such distribution (the
"Record Date"), from the related Available Distribution Amount in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and, the amount of interest and principal, if any, required to be distributed to
Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class R-__ Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any employee benefit plan or other plan or arrangement subject to ERISA or
Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly,
on behalf of any such plan or arrangement or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 unless the Depositor,
the Trustee and the Master Servicer are provided with an Opinion of Counsel
which establishes to the satisfaction of the
D-4
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code and will not subject the Depositor, the Master Servicer or the
Trustee to any obligation or liability (including obligations, or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in the
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Master Servicer, the Trustee or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
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
D-5
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 these
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
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 related
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the related Mortgage
Loans, as of the Distribution Date upon which the proceeds of any such purchase
are distributed is less than ten percent of the Cut-off Date Principal Balance
of the related Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
Authorized Signatory
Dated: April 28, 2004
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
D-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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(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:
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Dated:_____________________ __________________________________
Signature by or on behalf of assignor
__________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to____________________________________________ for the account
of ___________________________ account number________________________________
or, if mailed by check, to____________________.
Applicable statements should be mailed to:_______________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
D-8
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT, (as amended and supplemented from time
to time, the "Agreement") dated as of April 1, 2004, 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, 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 April 1, 2004,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2004- RS4 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the
"Mortgage Files") and declares that it holds and will hold the Mortgage Files as
agent for the Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2 Recordation of Assignments. If any Mortgage File
includes one or more assignments of the related Mortgage Loans to the Trustee
that have not been recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose of recording it in the appropriate
public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment and, upon receipt thereof from
such public office, shall return each such assignment to the Custodian.
Section 2.3 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as 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 on Schedule A to Exhibit One.
(b) Within 45 days after the closing date, the Custodian agrees,
for the benefit of Certificateholders, to review in accordance with the
provisions of Section 2.02 of the Pooling Agreement each Mortgage File and to
deliver to the Trustee an Interim Certification in the form annexed hereto as
Exhibit Two to the effect that all documents required to be delivered pursuant
to Section 2.01 (b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification. For purposes of such review, the Custodian shall compare
the following information in each Mortgage File to the corresponding information
in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and
(iii) the original principal balance. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face, or that the MIN is accurate. If in performing the review required by
this Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
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.
E-2
Section 2.4 Notification of Breaches of Representations and
Warranties. If the Custodian discovers, in the course of performing its
custodial functions, a breach of a representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
Section 2.5 Custodian to Cooperate: Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer shall immediately
notify the Custodian by delivering to the Custodian a Request for Release (in
the form of Exhibit Four attached hereto or a mutually acceptable electronic
form) and shall request delivery to it of the Mortgage File. The Custodian
agrees, upon receipt of such Request for Release, promptly to release to the
Master Servicer the related Mortgage File. Upon written notification of a
substitution, the Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents constituting
the Mortgage File with respect to any Qualified Substitute Mortgage Loan, upon
receiving written notification from the Master Servicer of such substitution.
Upon receipt of a Request for Release from the Master Servicer,
signed by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as
the case may be, has made a deposit into the Certificate Account in payment for
the purchase of the related Mortgage Loan in an amount equal to the Purchase
Price for such Mortgage Loan or (ii) the Company has chosen to substitute a
Qualified Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall
release to the Master Servicer the related Mortgage File.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, 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.
E-3
Section 2.6 Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
applicable provisions of Article II of this Agreement, no Mortgage Note,
Mortgage or other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer or otherwise
released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
Section 3.2 Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is 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.
E-4
Section 3.3 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5 Custodian May Resign: Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed upon it
as such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6 Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
E-5
Section 3.7 Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
E-6
Section 4.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: JPMORGAN CHASE BANK,
as Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 By:__________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name:
Title:
Address: XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name:
Title:
E-8
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 28th day of April, 2004, before me, a notary public in and
for said State, personally appeared ___________________, known to me to be an
authorized signatory of JPMorgan Chase Bank, that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
__________________________
Notary Public
[SEAL]
E-9
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 2004, before me, a notary public in and
for said State, personally appeared ________________, known to me to be a
______________ of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
[Notarial Seal]
X-00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 2004, before me, a notary public in and
for said State, personally appeared, _____________, known to me to be a
__________________ of Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_______________________
Notary Public
[Notarial Seal]
X-00
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of April, 2004, before me, a notary public in and
for said State, personally appeared ______________, known to me to be a
_________________________ of Xxxxx Fargo Bank, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
E-12
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
____________ ____, 2004
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS4
Re: Custodial Agreement, dated as of April 1, 2004, by and among
JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2004-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________
Name:
Title:
E-13
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_____________ __, 2004
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS4
Re: Custodial Agreement, dated as of April 1, 2004, by and among
JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2004-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:_________________________
Name:
Title:
E-14
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ __, 2004
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-RS4
Re: Custodial Agreement, dated as of April 1, 2004, by and among
JPMorgan Chase Bank, Residential Asset Mortgage Products, Inc.,
Residential Funding Corporation and Xxxxx Fargo Bank, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2004-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:_________________________
Name:
Title:
E-15
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
______________________________
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
___________________________
Name
___________________________
Title
___________________________
Date
E-16
EXHIBIT F-1
GROUP I LOAN SCHEDULE
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.18.15 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 FIXED CUTOFF : 04/01/04
POOL : 0004838
:
:
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
---------------------------------------------------------------------
8398774 .2500
155,725.35 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
8399642 .2500
364,392.09 .0500
5.6250 .0000
5.3750 .0000
5.3250 .0000
5.3250 .0000
8486782 .2500
285,762.81 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
8491834 .2500
87,391.55 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
8519579 .2500
319,017.98 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0750 .0000
8582424 .2500
76,875.25 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
1
8589450 .2500
104,362.74 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
8595132 .2500
446,852.38 .0500
7.0000 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
8599690 .2500
129,211.08 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
8609334 .2500
131,308.73 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
8636058 .2500
127,297.41 .0500
7.3750 .0000
7.1250 .0000
7.0750 .0000
7.0750 .0000
8653132 .2500
223,653.84 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5750 .0000
8668960 .5000
64,634.59 .0500
7.9400 .0000
7.4400 .0000
7.3900 .0000
7.3900 .0000
8705818 .5000
119,134.03 .0500
7.4400 .0000
6.9400 .0000
6.8900 .0000
6.8900 .0000
1
8718172 .5000
39,854.50 .0500
9.3500 .0000
8.8500 .0000
8.8000 .0000
8.8000 .0000
8753443 .2500
68,697.48 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
8760550 .5000
113,133.09 .0500
8.2500 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
8770700 .2500
749,471.02 .0500
5.7500 .0000
5.5000 .0000
5.4500 .0000
5.4500 .0000
8831714 .2500
59,899.96 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
8833686 .2500
48,273.85 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5750 .0000
8833970 .2500
142,320.44 .0500
7.2500 .0000
7.0000 .0000
6.9500 .0000
6.9500 .0000
8856754 .5000
57,771.03 .0500
7.2500 .0000
6.7500 .0000
6.7000 .0000
6.7000 .0000
1
8860584 .5000
89,723.45 .0500
8.5000 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
8889378 .2500
64,763.06 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.2000 .0000
8913971 .5000
69,955.36 .0500
8.2500 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
8915064 .5000
117,666.70 .0500
8.9100 .0000
8.4100 .0000
8.3600 .0000
8.3600 .0000
8918955 .2500
139,398.60 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
8928082 .5000
79,174.98 .0500
11.4100 .0000
10.9100 .0000
10.8600 .0000
10.8600 .0000
8935570 .2500
59,498.04 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5750 .0000
8953578 .2500
455,411.75 .0500
6.0000 .0000
5.7500 .0000
5.7000 .0000
5.7000 .0000
1
8954304 .2500
155,800.00 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
8957692 .5000
150,958.40 .0500
7.7500 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
8961874 .2500
50,040.84 .0500
6.3750 .0000
6.1250 .0000
6.0750 .0000
6.0750 .0000
8962012 .2500
241,732.03 .0500
5.8750 .0000
5.6250 .0000
5.5750 .0000
5.5750 .0000
8974384 .2500
137,385.89 .0500
8.1250 .0000
7.8750 .0000
7.8250 .0000
7.8250 .0000
8981148 .5000
65,169.07 .0500
7.3750 .0000
6.8750 .0000
6.8250 .0000
6.8250 .0000
8987336 .2500
140,106.66 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
8987616 .2500
89,114.41 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
1
8995014 .5000
144,772.74 .0500
9.2500 .0000
8.7500 .0000
8.7000 .0000
8.7000 .0000
9002562 .5000
63,882.67 .0500
8.7500 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
9013142 .2500
143,774.30 .0500
9.2500 .0000
9.0000 .0000
8.9500 .0000
8.9500 .0000
9016738 .5000
39,859.02 .0500
7.8800 .0000
7.3800 .0000
7.3300 .0000
7.3300 .0000
9027186 .2500
167,668.83 .0500
6.1250 .0000
5.8750 .0000
5.8250 .0000
5.8250 .0000
9027682 .2500
74,465.37 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
9029464 .2500
95,368.13 .0500
7.8750 .0000
7.6250 .0000
7.5750 .0000
7.5750 .0000
9034378 .2500
272,739.82 .0500
8.5000 .0000
8.2500 .0000
8.2000 .0000
8.2000 .0000
1
9034728 .2500
91,755.14 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.3250 .0000
9037784 .5000
239,356.00 .0500
8.8750 .0000
8.3750 .0000
8.3250 .0000
8.3250 .0000
9041008 .2500
62,771.75 .0500
7.5000 .0000
7.2500 .0000
7.2000 .0000
7.2000 .0000
9041848 .5000
58,779.58 .0500
9.3750 .0000
8.8750 .0000
8.8250 .0000
8.8250 .0000
9058222 .3750
348,774.26 .0500
7.1500 .0000
6.7750 .0000
6.7250 .0000
6.7250 .0000
9069820 .2500
164,686.08 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
9072766 .2500
103,994.25 .0500
5.7500 .0000
5.5000 .0000
5.4500 .0000
5.4500 .0000
9074688 .5000
184,831.22 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
9.3250 .0000
1
9074706 .2500
158,512.12 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.2000 .0000
9081570 .2500
66,914.26 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
9083906 .2500
87,267.87 .0500
5.5000 .0000
5.2500 .0000
5.2000 .0000
5.2000 .0000
9084686 .2500
100,847.76 .0500
6.2500 .0000
6.0000 .0000
5.9500 .0000
5.9500 .0000
9087014 .2500
90,829.11 .0500
8.3750 .0000
8.1250 .0000
8.0750 .0000
8.0750 .0000
9087250 .5000
88,119.53 .0500
9.8750 .0000
9.3750 .0000
9.3250 .0000
9.3250 .0000
9090032 .2500
96,875.87 .0500
8.2500 .0000
8.0000 .0000
7.9500 .0000
7.9500 .0000
9091630 .2500
165,955.83 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.3250 .0000
1
9093954 .5000
56,870.90 .0500
8.8800 .0000
8.3800 .0000
8.3300 .0000
8.3300 .0000
9099046 .2500
79,459.40 .0500
5.7500 .0000
5.5000 .0000
5.4500 .0000
5.4500 .0000
9099462 .2500
74,333.01 .0500
5.7500 .0000
5.5000 .0000
5.4500 .0000
5.4500 .0000
9099486 .2500
77,389.11 .0500
5.7500 .0000
5.5000 .0000
5.4500 .0000
5.4500 .0000
9099526 .2500
64,627.54 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.3250 .0000
9100018 .2500
64,627.54 .0500
6.6250 .0000
6.3750 .0000
6.3250 .0000
6.3250 .0000
9100132 .2500
163,492.52 .0500
8.8750 .0000
8.6250 .0000
8.5750 .0000
8.5750 .0000
9100152 .2500
203,438.37 .0500
5.5000 .0000
5.2500 .0000
5.2000 .0000
5.2000 .0000
1
9100290 .2500
97,868.04 .0500
8.0000 .0000
7.7500 .0000
7.7000 .0000
7.7000 .0000
9102408 1.2252
147,545.97 .0500
7.8750 .0000
6.6498 .0000
6.5998 .0000
6.5998 .0000
9102692 1.2252
208,246.50 .0500
8.5000 .0000
7.2748 .0000
7.2248 .0000
7.2248 .0000
9102782 1.2252
116,861.36 .0500
8.6250 .0000
7.3998 .0000
7.3498 .0000
7.3498 .0000
9102970 1.2500
107,350.00 .0500
7.8750 .0000
6.6250 .0000
6.5750 .0000
6.5750 .0000
9103318 1.2252
125,688.95 .0500
8.2500 .0000
7.0248 .0000
6.9748 .0000
6.9748 .0000
9103902 1.2252
166,951.04 .0500
7.5000 .0000
6.2748 .0000
6.2248 .0000
6.2248 .0000
9104012 1.2252
133,744.01 .0500
7.5000 .0000
6.2748 .0000
6.2248 .0000
6.2248 .0000
1
9104036 1.2500
296,400.00 .0500
7.0000 .0000
5.7500 .0000
5.7000 .0000
5.7000 .0000
9104054 1.2252
126,581.05 .0500
6.7500 .0000
5.5248 .0000
5.4748 .0000
5.4748 .0000
9104094 1.2252
170,258.56 .0500
7.7500 .0000
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256,500.00 .0500
6.5000 .0000
6.2500 .0000
6.2000 .0000
6.2000 .0000
9265436 .2500
116,800.00 .0500
6.8750 .0000
6.6250 .0000
6.5750 .0000
6.5750 .0000
TOTAL NUMBER OF LOANS: 2602
TOTAL BALANCE........: 400,000,801.01
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.18.15 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 FIXED FIXED SUMMARY REPORT CUTOFF : 04/01/04
POOL : 0004838
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 6.8091 4.5000 11.4100
RFC NET RATE 6.5310 4.2500 10.9100
NET MTG RATE(INVSTR RATE) 6.4810 4.2000 10.8600
POST STRIP RATE 6.4810 4.2000 10.8600
SUB SERV FEE .2781 .2500 1.2500
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 2602
TOTAL BALANCE........: 400,000,801.01
***************************
* END OF REPORT *
***************************
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.18.15 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 FIXED CUTOFF : 04/01/04
POOL : 0004838
:
:
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 #
______________________________________________________________________________
8398774 E22/G02 F 156,750.00 ZZ
360 155,725.35 1
8.375 1,191.41 95
8.125 1,191.41
XXXXXXXXXX XX 00000 1 06/23/03 23
0417667961 05 08/01/03 0
0417667961 N 07/01/33
0
8399642 Y21/G01 F 368,000.00 ZZ
360 364,392.09 1
5.625 2,118.42 62
5.375 2,118.42
XXXXXX XX 00000 2 06/05/03 00
0436042592 05 08/01/03 0
203376404 O 07/01/33
0
8486782 E22/U57 F 288,000.00 ZZ
360 285,762.81 1
6.250 1,773.27 80
6.000 1,773.27
XXX XXXXX XX 00000 5 07/02/03 00
0417563061 05 09/01/03 0
0417563061 O 08/01/33
0
8491834 W33/G01 F 88,000.00 ZZ
360 87,391.55 1
8.000 645.71 100
7.750 645.71
XXXX XXXXXXX XX 00000 5 06/04/03 23
0436222541 05 07/09/03 0
1
0336857 O 06/09/33
0
8519579 U42/U57 F 322,700.00 ZZ
360 319,017.98 1
6.375 2,013.23 80
6.125 2,013.23
XXXXXX XX 00000 1 03/05/03 00
0437649056 05 05/01/03 0
12300465 O 04/01/33
0
8582424 K15/G01 F 77,300.00 ZZ
360 76,875.25 1
8.000 567.20 104
7.750 567.20
XXXXXXX XX 00000 1 07/15/03 23
0436414270 05 09/01/03 0
048500121071 O 08/01/33
0
8589450 T08/U57 F 105,000.00 ZZ
360 104,362.74 1
7.500 734.18 75
7.250 734.18
XXXXX XXXX XX 00000 5 07/22/03 00
0436411102 01 09/01/03 0
31010033 N 08/01/33
0
8595132 964/G01 F 450,000.00 ZZ
360 446,852.38 1
7.000 2,993.86 90
6.750 2,993.86
XXXX XXXX XX 00000 1 08/05/03 01
0436432017 05 10/01/03 25
496870 O 09/01/33
0
8599690 964/G01 F 130,000.00 ZZ
360 129,211.08 1
7.500 908.98 100
7.250 908.98
XXXXXX XX 00000 1 07/30/03 23
0436427561 05 09/01/03 0
478153 O 08/01/33
0
1
8609334 U05/G01 F 132,043.00 ZZ
360 131,308.73 1
7.250 900.77 100
7.000 900.77
XXXXXXXX XX 00000 1 08/05/03 23
0437540867 03 10/01/03 0
3348358 O 09/01/33
0
8636058 E22/G02 F 128,000.00 ZZ
360 127,297.41 1
7.375 884.06 80
7.125 884.06
XXXX XX 00000 5 08/28/03 00
0418035242 05 10/01/03 0
0418035242 O 09/01/33
0
8653132 964/G01 F 225,000.00 ZZ
360 223,653.84 1
6.875 1,478.09 100
6.625 1,478.09
XXXXXX XX 00000 2 08/04/03 23
0436609127 03 10/01/03 0
429295 O 09/01/33
0
8668960 Q82/U56 F 65,000.00 ZZ
360 64,634.59 1
7.940 474.24 100
7.440 474.24
XXXXXXXXXX XX 00000 1 08/06/03 23
0436546329 05 09/06/03 0
2010030880920 O 08/06/33
0
8705818 Q82/U56 F 119,890.00 ZZ
360 119,134.03 1
7.440 833.37 88
6.940 833.37
XXXXXXXX XX 00000 5 07/25/03 23
0436762488 05 08/29/03 0
2250030731190 O 07/29/33
0
8718172 W02/U56 F 40,000.00 ZZ
360 39,854.50 1
9.350 331.97 100
8.850 331.97
1
XXXXXXX XX 00000 1 09/26/03 23
0436675185 05 10/29/03 0
1003095575 N 09/29/33
0
8753443 E22/U57 F 90,000.00 T
180 68,697.48 1
6.125 765.56 35
5.875 765.56
XXXXXXX XXXXX XX 00000 5 05/27/03 00
0416843621 05 07/01/03 0
0416843621 O 06/01/18
0
8760550 R84/U57 F 113,500.00 ZZ
360 113,133.09 1
8.250 852.69 95
7.750 852.69
XXXXXXXXXXX XX 00000 5 10/08/03 23
0437240732 05 12/01/03 0
R309220002 O 11/01/33
0
8770700 E22/U57 F 763,000.00 ZZ
180 749,471.02 1
5.750 6,336.03 80
5.500 6,336.03
XXXXXX XXXX(XX) XX 00000 2 09/25/03 00
0418501110 05 12/01/03 0
0418501110 O 11/01/18
0
8831714 E22/U57 F 60,800.00 ZZ
180 59,899.96 1
7.875 576.66 80
7.625 576.66
XXXX XXXXXX XX 00000 5 11/04/03 00
0418887634 05 12/01/03 0
0418887634 N 11/01/18
0
8833686 286/286 F 48,500.00 ZZ
360 48,273.85 1
6.875 318.62 100
6.625 318.62
XXXXXX XX 00000 1 10/03/03 11
2819030 05 12/01/03 25
2819030 N 11/01/33
0
1
8833970 286/286 F 143,000.00 ZZ
360 142,320.44 1
7.250 975.52 90
7.000 975.52
XXXXXXXXXXX XX 00000 1 09/15/03 10
2716024 05 11/01/03 25
2716024 N 10/01/33
0
8856754 P57/U57 F 58,000.00 ZZ
360 57,771.03 1
7.250 395.66 63
6.750 395.66
XXXXXXX XX 00000 5 10/28/03 00
0436935696 05 12/03/03 0
02102897 O 11/03/33
0
8860584 Q64/U57 F 90,000.00 ZZ
360 89,723.45 1
8.500 692.03 58
8.000 692.03
XXXXXXXX XX 00000 2 10/23/03 00
0436966832 05 12/01/03 0
2105102928 O 11/01/33
0
8889378 E22/U57 F 65,000.00 ZZ
360 64,763.06 1
6.500 410.84 100
6.250 410.84
XXXXXXXXX XX 00000 1 11/19/03 01
0418852208 05 01/01/04 35
0418852208 N 12/01/33
0
8913971 U45/U56 F 70,000.00 ZZ
360 69,955.36 4
8.250 525.89 73
7.750 525.89
XXXXXX XXXX XX 00000 5 02/19/04 00
0437545684 05 04/01/04 0
00205268 N 03/01/34
0
8915064 W02/U56 F 118,000.00 ZZ
360 117,666.70 1
1
8.910 941.82 55
8.410 941.82
XXXXXXX XX 00000 1 10/29/03 00
0437557309 05 12/01/03 0
1003150057 O 11/01/33
0
8918955 B44/G01 F 139,531.00 ZZ
360 139,398.60 1
6.250 859.12 80
6.000 859.12
XXXXX XX 00000 1 02/25/04 00
0437601925 03 04/01/04 0
4041028 O 03/01/34
0
8928082 Q67/U56 F 79,300.00 ZZ
180 79,174.98 1
11.410 779.86 65
10.910 779.86
XXXXXXX XX 00000 5 11/21/03 00
0437181365 05 01/01/04 0
30F77951 N 12/01/18
0
8935570 E22/U57 F 59,850.00 ZZ
240 59,498.04 1
6.875 459.54 100
6.625 459.54
XXX XXXXXXX XX 00000 1 12/05/03 01
0419008511 05 02/01/04 35
0419008511 O 01/01/24
0
8953578 N67/G02 F 456,000.00 ZZ
360 455,411.75 1
6.000 2,280.00 55
5.750 2,280.00
XXXXXX XXXX XX 00000 2 11/06/03 00
0437144850 03 01/01/04 0
1165003020 O 12/01/33
0
8954304 N67/G02 F 156,000.00 ZZ
360 155,800.00 1
6.125 796.25 80
5.875 796.25
XXXXXX XX 00000 1 11/24/03 00
0437146087 05 01/01/04 0
1
0000000000 O 12/01/33
0
8957692 T24/U57 F 151,500.00 ZZ
360 150,958.40 1
7.750 1,085.37 90
7.250 1,085.37
XXXX XXXXXXXXXX XX 00000 2 10/14/03 23
0437116635 05 12/01/03 0
0000000000 O 11/01/33
0
8961874 286/286 F 50,915.00 ZZ
360 50,040.84 1
6.375 317.65 85
6.125 317.65
XXXXX XX 00000 1 05/05/03 10
2292472 05 06/01/03 12
2292472 N 05/01/33
0
8962012 286/286 F 243,000.00 ZZ
360 241,732.03 1
5.875 1,437.44 81
5.625 1,437.44
XX XXXX XX 00000 1 10/22/03 10
2872997 05 12/01/03 12
2872997 N 11/01/33
0
8974384 U05/G01 F 137,750.00 ZZ
360 137,385.89 1
8.125 1,022.79 95
7.875 1,022.79
XXXX XX 00000 5 11/26/03 23
0437211501 05 01/01/04 0
3000445388 O 12/01/33
0
8981148 B60/U57 F 65,600.00 ZZ
360 65,169.07 1
7.375 453.08 80
6.875 453.08
XXXXXXX XX 00000 5 07/24/03 00
0437348774 05 09/01/03 0
517436 N 08/01/33
0
1
8987336 E22/U57 F 141,000.00 ZZ
240 140,106.66 1
6.250 1,030.61 79
6.000 1,030.61
XXXXX XX 00000 5 12/18/03 00
0419176557 05 02/01/04 0
0419176557 O 01/01/24
0
8987616 E22/U57 F 89,300.00 ZZ
360 89,114.41 1
7.875 647.49 95
7.625 647.49
XXXXXXXXXXXX XX 00000 1 12/23/03 10
0419321757 05 02/01/04 30
0419321757 N 01/01/34
0
8995014 T38/U56 F 145,000.00 ZZ
360 144,772.74 1
9.250 1,192.88 100
8.750 1,192.88
XXXXXXXXX XX 00000 1 11/25/03 23
0437257678 05 02/01/04 0
6000076423 O 01/01/34
0
9002562 E22/U57 F 64,000.00 ZZ
360 63,882.67 1
8.750 503.49 80
8.250 503.49
XXXXX XXXXX XX 00000 1 12/30/03 00
0419028717 05 02/01/04 0
0419028717 O 01/01/34
0
9013142 G75/G01 F 144,000.00 ZZ
360 143,774.30 1
9.250 1,184.66 103
9.000 1,184.66
XXXXXXXXXX XX 00000 1 12/31/03 23
0437643414 05 02/01/04 0
05345649 O 01/01/34
0
9016738 W02/U56 F 40,000.00 ZZ
360 39,859.02 1
7.880 290.17 67
7.380 290.17
1
XXXXXXXXXX XX 00000 5 11/24/03 00
0437294499 05 01/01/04 0
1003363569 N 12/01/33
0
9027186 286/286 F 170,000.00 ZZ
180 167,668.83 1
6.125 1,446.06 85
5.875 1,446.06
XXXXXXX XX 00000 5 11/21/03 21
2923331 05 01/01/04 6
2923331 O 12/01/18
0
9027682 286/286 F 75,000.00 ZZ
360 74,465.37 2
6.250 461.79 100
6.000 461.79
XXXXXXX XX 00000 1 12/05/03 14
2909460 05 01/01/04 35
2909460 O 12/01/33
0
9029464 E22/U57 F 95,500.00 ZZ
360 95,368.13 1
7.875 692.44 89
7.625 692.44
XXXX XXXXX XX 00000 1 01/09/04 23
0419413695 05 03/01/04 0
0419413695 O 02/01/34
0
9034378 R17/G01 F 275,000.00 ZZ
360 272,739.82 1
8.500 2,114.51 100
8.250 2,114.51
XXXXXXXXXX XX 00000 5 02/21/03 23
0437364730 03 04/01/03 0
1000224253 O 03/01/33
0
9034728 E77/U57 F 92,000.00 ZZ
360 91,755.14 1
6.625 589.09 80
6.375 589.09
XXXXXXX XX 00000 1 12/31/03 00
0437627524 07 02/01/04 0
1080005207 O 01/01/34
0
1
9037784 T24/U57 F 239,900.00 ZZ
360 239,356.00 1
8.875 1,908.76 100
8.375 1,908.76
XXXXXXXXXX XX 00000 1 11/13/03 23
0437295868 03 01/01/04 0
2901542 O 12/01/33
0
9041008 E22/G02 F 63,000.00 ZZ
240 62,771.75 1
7.500 507.52 90
7.250 507.52
XXXXX XX 00000 2 01/09/04 23
0419400940 05 03/01/04 0
0419400940 O 02/01/24
0
9041848 T24/U57 F 58,900.00 ZZ
360 58,779.58 1
9.375 489.91 95
8.875 489.91
XXXXXXXXXXX XX 00000 1 11/20/03 23
0437301260 05 01/01/04 0
2850353 O 12/01/33
0
9058222 K52/U56 F 349,900.00 ZZ
360 348,774.26 1
7.150 2,363.25 100
6.775 2,363.25
XXXXX XX 00000 1 11/20/03 23
0437336340 05 01/01/04 0
409685 O 12/01/33
0
9069820 E22/U57 F 165,000.00 ZZ
360 164,686.08 1
6.250 1,015.93 100
6.000 1,015.93
XXXXXX XX 00000 1 01/16/04 01
0419404603 05 03/01/04 35
0419404603 O 02/01/34
0
9072766 144/144 F 105,000.00 ZZ
360 103,994.25 1
1
5.750 612.75 68
5.500 612.75
XXXX XXXXX XX 00000 5 06/13/03 00
160727792000000 05 08/01/03 0
160727792 O 07/01/33
0
9074688 E22/U57 F 185,000.00 ZZ
360 184,831.22 1
9.875 1,606.44 100
9.375 1,606.44
XXXXXXXXXXX XX 00000 5 01/20/04 23
0419288881 05 03/01/04 0
0419288881 O 02/01/34
0
9074706 E22/U57 F 158,800.00 ZZ
360 158,512.12 1
6.500 1,003.72 88
6.250 1,003.72
XXXXXXX XX 00000 5 01/20/04 10
0419325279 05 03/01/04 25
0419325279 O 02/01/34
0
9081570 K60/G01 F 67,000.00 ZZ
360 66,914.26 1
8.250 503.35 100
8.000 503.35
XXXXXXX XX 00000 1 01/28/04 23
0437384654 05 03/01/04 0
88396 N 02/01/34
0
9083906 E22/G01 F 87,900.00 ZZ
180 87,267.87 1
5.500 718.22 80
5.250 718.22
XXXXX XXXXX XX 00000 2 01/26/04 00
0419497201 07 03/01/04 0
0419497201 O 02/01/19
0
9084686 E22/G01 F 101,040.00 ZZ
360 100,847.76 1
6.250 622.12 80
6.000 622.12
XXXXX XXXXXX XX 00000 1 01/30/04 00
0419679337 05 03/01/04 0
1
0419679337 O 02/01/34
0
9087014 K60/G01 F 91,000.00 ZZ
360 90,829.11 1
8.375 691.67 100
8.125 691.67
XXXXXXXX XX 00000 1 01/21/04 23
0437398738 09 03/01/04 0
88018 N 02/01/34
0
9087250 P87/U57 F 88,200.00 ZZ
360 88,119.53 1
9.875 765.88 90
9.375 765.88
XXXXXXX XX 00000 5 01/09/04 23
0437402241 05 03/01/04 0
BCCX82065 O 02/01/34
0
9090032 W05/G01 F 97,000.00 ZZ
360 96,875.87 1
8.250 728.73 100
8.000 728.73
XXXXXXX XX 00000 1 01/15/04 23
0437391196 05 03/01/04 0
8724863 N 02/01/34
0
9091630 601/U57 F 166,250.00 ZZ
360 165,955.83 1
6.625 1,064.52 100
6.375 1,064.52
XXXXXXX XX 00000 5 01/16/04 14
0437478183 05 03/01/04 30
63883557 O 02/01/34
0
9093954 W02/U56 F 57,000.00 ZZ
360 56,870.90 1
8.880 453.72 95
8.380 453.72
XXXXXXX XX 00000 5 12/22/03 23
0437552912 27 01/29/04 0
0090002205 O 12/29/33
0
1
9099046 601/U57 F 80,600.00 ZZ
180 79,459.40 1
5.750 669.32 77
5.500 669.32
XXXXXXXXXXXX XX 00000 5 11/25/03 00
0437532153 05 01/01/04 0
63803993 N 12/01/18
0
9099462 601/U57 F 75,400.00 ZZ
180 74,333.01 1
5.750 626.13 72
5.500 626.13
XXXXXXXXXXXX XX 00000 2 11/25/03 00
0437400161 05 01/01/04 0
63804355 N 12/01/18
0
9099486 601/U57 F 78,500.00 ZZ
180 77,389.11 1
5.750 651.88 71
5.500 651.88
XXXXXXXXXXXX XX 00000 2 11/25/03 00
0437399835 05 01/01/04 0
63804637 N 12/01/18
0
9099526 601/U57 F 64,800.00 ZZ
360 64,627.54 4
6.625 414.92 90
6.375 414.92
XXXXXXXXX XX 00000 1 12/19/03 10
0437474059 05 02/01/04 25
63802359 N 01/01/34
0
9100018 601/U57 F 64,800.00 ZZ
360 64,627.54 4
6.625 414.92 90
6.375 414.92
XXXXXXXXX XX 00000 1 12/19/03 10
0437473515 05 02/01/04 25
63802284 N 01/01/34
0
9100132 W42/G01 F 163,770.00 ZZ
360 163,492.52 1
8.875 1,303.03 103
8.625 1,303.03
1
XXXXXXX XX 00000 1 01/27/04 23
0437644230 01 02/27/04 0
118261 O 01/27/34
0
9100152 601/U57 F 207,000.00 ZZ
180 203,438.37 4
5.500 1,691.37 90
5.250 1,691.37
XXXXXXXXXXXXX XX 00000 2 12/05/03 11
0437488471 05 02/01/04 12
63655708 O 01/01/19
0
9100290 K60/G01 F 98,000.00 ZZ
360 97,868.04 2
8.000 719.09 100
7.750 719.09
XXXXXXXXX XX 00000 1 01/30/04 23
0437412059 05 03/01/04 0
88762 N 02/01/34
0
9102408 N67/U56 F 147,750.00 ZZ
360 147,545.97 1
7.875 1,071.29 95
6.649 1,071.29
XXXXXXXXXXXX XX 00000 1 01/28/04 37
0437455819 05 03/01/04 30
0000000000 O 02/01/34
0
9102692 N67/U56 F 208,500.00 ZZ
360 208,246.50 1
8.500 1,603.18 95
7.274 1,603.18
XXXXXXXX XX 00000 1 01/23/04 37
0437456718 05 03/01/04 30
3274016109 O 02/01/34
0
9102782 N67/U56 F 117,000.00 ZZ
360 116,861.36 1
8.625 910.01 90
7.399 910.01
XXXXXXXX XX 00000 1 01/08/04 37
0437457054 05 03/01/04 25
3265005463 O 02/01/34
0
1
9102970 N67/U56 F 107,350.00 ZZ
360 107,350.00 1
7.875 704.48 95
6.625 704.48
XXXXXXXXXX XX 00000 1 01/28/04 27
0437457591 05 03/01/04 30
3254010849 O 02/01/34
0
9103318 N67/U56 F 125,850.00 ZZ
360 125,688.95 1
8.250 945.47 95
7.024 945.47
XXXXXXXXXX XX 00000 1 01/22/04 27
0437459100 05 03/01/04 30
3274014526 O 02/01/34
0
9103902 N67/U56 F 167,200.00 ZZ
360 166,951.04 1
7.500 1,169.09 95
6.274 1,169.09
XXXXXXXXXXX XX 00000 1 01/05/04 37
0437461585 05 03/01/04 30
0000000000 O 02/01/34
0
9104012 N67/U56 F 134,000.00 ZZ
360 133,744.01 1
7.500 936.95 95
6.274 936.95
XXXXXXXX XX 00000 1 01/29/04 27
0437461908 03 03/01/04 30
1161007133 O 02/01/34
0
9104036 N67/U56 F 296,400.00 ZZ
360 296,400.00 1
7.000 1,729.00 95
5.750 1,729.00
XXXXX XXXXXX XX 00000 2 01/14/04 37
0437461999 03 03/01/04 30
3254010624 O 02/01/34
0
9104054 N67/U56 F 126,800.00 ZZ
360 126,581.05 1
1
6.750 822.42 87
5.524 822.42
XXXXXXX XX 00000 2 01/26/04 37
0437462062 05 03/01/04 25
1161007033 O 02/01/34
0
9104094 N67/U56 F 170,500.00 ZZ
360 170,258.56 1
7.750 1,221.48 95
6.524 1,221.48
XXXXXXX XX 00000 1 01/22/04 27
0437462237 03 03/01/04 30
1161006404 O 02/01/34
0
9104124 N67/U56 F 273,600.00 ZZ
360 273,040.73 2
5.875 1,618.45 85
4.649 1,618.45
XXXXXX XX 00000 2 01/19/04 27
0437462369 05 03/01/04 20
3262008278 O 02/01/34
0
9104542 N67/U56 F 275,500.00 ZZ
360 275,119.55 1
7.875 1,997.57 95
6.649 1,997.57
XXXXX XX 00000 1 01/20/04 37
0437463870 05 03/01/04 30
3261006424 O 02/01/34
0
9104592 N67/U56 F 228,000.00 ZZ
360 227,611.36 1
7.750 1,633.42 95
6.524 1,633.42
XXXXXXX XX 00000 1 01/23/04 37
0437464027 05 03/01/04 30
3261006509 O 02/01/34
0
9104800 N67/U56 F 164,000.00 ZZ
360 163,667.68 1
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0
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0
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0
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0
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1
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0
9120502 Y69/U57 F 69,750.00 ZZ
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0
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0
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0
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1
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0
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0
9124300 286/286 F 84,000.00 ZZ
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0
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0
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0
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180 64,580.61 1
1
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0
9124318 286/286 F 90,000.00 ZZ
360 89,754.57 1
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0
9124320 286/286 F 56,250.00 ZZ
180 55,691.04 1
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0
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180 79,170.59 1
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2917182 N 01/01/19
0
9124332 286/286 F 152,000.00 ZZ
360 151,622.89 1
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0
9124334 286/286 F 71,110.00 ZZ
180 70,372.42 1
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1
2989791 N 01/01/19
0
9124338 286/286 F 184,050.00 ZZ
360 183,616.65 1
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2916918 05 02/01/04 25
2916918 N 01/01/34
0
9124340 286/286 F 46,500.00 ZZ
180 45,963.56 1
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3023038 05 03/01/04 25
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0
9124344 286/286 F 80,000.00 ZZ
360 79,781.78 1
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2909411 05 02/01/04 0
2909411 N 01/01/34
0
9124348 286/286 F 111,920.00 ZZ
180 111,131.88 1
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2982576 N 02/01/19
0
9124352 286/286 F 105,400.00 ZZ
360 105,235.04 1
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2931856 05 03/01/04 12
2931856 N 02/01/34
0
1
9124356 286/286 F 52,000.00 ZZ
180 51,477.14 2
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2934234 05 02/01/04 0
2934234 N 01/01/19
0
9124360 286/286 F 123,250.00 ZZ
360 123,042.31 1
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3012123 05 03/01/04 12
3012123 N 02/01/34
0
9124364 286/286 F 36,000.00 ZZ
180 35,751.80 1
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5.750 303.79
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3016252 05 03/01/04 0
3016252 N 02/01/19
0
9124368 286/286 F 56,000.00 ZZ
360 55,772.30 1
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2942480 05 02/01/04 0
2942480 N 01/01/34
0
9124372 286/286 F 101,250.00 ZZ
180 100,189.16 1
5.875 847.59 75
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XXX XXXXX XX 00000 5 12/12/03 00
2948059 05 02/01/04 0
2948059 N 01/01/19
0
9124374 286/286 F 46,400.00 ZZ
360 46,317.89 1
6.625 297.11 80
6.375 297.11
1
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3014281 05 03/01/04 0
3014281 N 02/01/34
0
9124378 286/286 F 105,000.00 ZZ
180 103,899.88 1
5.875 878.98 75
5.625 878.98
XXX XXXXX XX 00000 5 12/12/03 00
2948071 05 02/01/04 0
2948071 N 01/01/19
0
9124388 286/286 F 75,070.00 ZZ
180 74,552.45 1
6.000 633.48 72
5.750 633.48
XXXXXX XX 00000 2 01/09/04 00
3005315 05 03/01/04 0
3005315 N 02/01/19
0
9124392 286/286 F 370,000.00 ZZ
360 368,941.27 3
6.250 2,278.16 55
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XXXXX XXXX XX 00000 2 12/19/03 00
2893217 05 02/01/04 0
2893217 N 01/01/34
0
9124398 286/286 F 121,500.00 ZZ
180 120,617.03 1
5.375 984.72 90
5.125 984.72
XXXXXXXX XXXXX XX 00000 1 01/15/04 12
2934427 05 03/01/04 12
2934427 N 02/01/19
0
9124406 286/286 F 133,500.00 ZZ
180 132,115.95 4
6.000 1,126.55 75
5.750 1,126.55
XXX XXXXXXXX XX 00000 2 12/12/03 00
2892962 05 02/01/04 0
2892962 N 01/01/19
0
1
9124408 286/286 F 49,500.00 ZZ
360 49,414.06 1
6.875 325.18 90
6.625 325.18
XXXX XXXXX XX 00000 1 01/14/04 04
3011873 05 03/01/04 25
3011873 N 02/01/34
0
9124412 286/286 F 133,500.00 ZZ
180 132,115.95 4
6.000 1,126.55 75
5.750 1,126.55
XXX XXXXXXXX XX 00000 2 12/15/03 00
2892966 05 02/01/04 0
2892966 N 01/01/19
0
9124416 286/286 F 260,000.00 ZZ
360 259,539.95 1
6.625 1,664.81 80
6.375 1,664.81
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2996339 05 03/01/04 0
2996339 N 02/01/34
0
9124420 286/286 F 68,000.00 ZZ
180 67,309.77 1
6.250 583.05 80
6.000 583.05
XXX XXXXXXX XX 00000 1 12/12/03 00
2913845 05 02/01/04 0
2913845 N 01/01/19
0
9124424 286/286 F 63,050.00 ZZ
360 62,943.74 2
6.875 414.20 85
6.625 414.20
XXXXXXX XX 00000 1 01/05/04 11
2922039 05 03/01/04 12
2922039 N 02/01/34
0
9124428 286/286 F 160,000.00 ZZ
360 159,723.71 1
1
6.750 1,037.76 80
6.500 1,037.76
XXXXXXXX XX 00000 1 01/06/04 00
2801926 05 03/01/04 0
2801926 N 02/01/34
0
9124436 286/286 F 71,400.00 ZZ
180 70,629.32 1
6.000 602.52 73
5.750 602.52
XXXXXXXXXXX XX 00000 2 12/23/03 00
2933441 05 02/01/04 0
2933441 N 01/01/19
0
9124440 286/286 F 112,500.00 ZZ
360 112,200.58 1
6.625 720.35 77
6.375 720.35
XXXXXXXXXX XX 00000 2 12/15/03 00
2953826 05 02/01/04 0
2953826 N 01/01/34
0
9124444 286/286 F 78,625.00 ZZ
360 78,478.97 1
6.375 490.52 85
6.125 490.52
XXXXXXXXXXX XX 00000 5 01/21/04 14
3010223 05 03/01/04 12
3010223 N 02/01/34
0
9124446 286/286 F 77,400.00 ZZ
180 76,597.55 1
6.000 653.15 79
5.750 653.15
XXXXXXXXXXX XX 00000 2 12/23/03 00
2933457 05 02/01/04 0
2933457 N 01/01/19
0
9124456 286/286 F 42,300.00 ZZ
360 42,156.25 1
6.375 263.90 90
6.125 263.90
XXX XXXXXXX XX 00000 1 12/23/03 14
2943496 01 02/01/04 25
1
2943496 N 01/01/34
0
9124486 286/286 F 44,900.00 ZZ
180 44,593.70 1
6.125 381.94 90
5.875 381.94
XXXXXXX XX 00000 1 01/20/04 10
2997513 05 03/01/04 12
2997513 N 02/01/19
0
9124492 286/286 F 170,000.00 ZZ
360 169,676.56 1
6.250 1,046.72 90
6.000 1,046.72
XX XXXXXX XX 00000 2 01/15/04 12
3008003 05 03/01/04 25
3008003 N 02/01/34
0
9124496 286/286 F 79,650.00 ZZ
180 78,841.51 1
6.250 682.94 90
6.000 682.94
XXXXXXXXXXX XX 00000 1 12/10/03 14
2960650 05 02/01/04 12
2960650 N 01/01/19
0
9124506 286/286 F 250,000.00 ZZ
360 248,886.64 4
6.500 1,580.17 60
6.250 1,580.17
XXXXXXX XXXXX XX 00000 5 12/31/03 00
3021224 05 02/01/04 0
3021224 N 01/01/34
0
9124512 286/286 F 229,500.00 ZZ
360 228,843.30 1
6.250 1,413.07 85
6.000 1,413.07
XXXXXX XXXX XX 00000 1 12/17/03 04
2989322 05 02/01/04 12
2989322 N 01/01/34
0
1
9124524 286/286 F 37,800.00 ZZ
360 37,591.30 1
7.250 257.87 90
7.000 257.87
XXXXXXXXX XX 00000 1 12/17/03 10
2916781 05 02/01/04 25
2916781 N 01/01/34
0
9124530 286/286 F 52,200.00 ZZ
360 52,112.03 1
6.875 342.92 90
6.625 342.92
XXXXX XX 00000 1 01/07/04 11
2918204 05 03/01/04 25
2918204 N 02/01/34
0
9124536 286/286 F 165,600.00 ZZ
360 164,981.58 1
6.375 1,033.13 85
6.125 1,033.13
XXXXXXXXX XX 00000 1 11/26/03 10
2948361 05 01/01/04 12
2948361 N 12/01/33
0
9124542 286/286 F 79,050.00 ZZ
360 78,916.78 1
6.875 519.31 85
6.625 519.31
XXXXXXXXXXX XX 00000 2 01/16/04 12
2989573 05 03/01/04 12
2989573 N 02/01/34
0
9124554 286/286 F 166,050.00 ZZ
360 165,639.26 1
7.000 1,104.74 81
6.750 1,104.74
XXXXXXXX XXXXX XX 00000 1 12/23/03 12
2537636 05 02/01/04 12
2537636 N 01/01/34
0
9124560 286/286 F 146,250.00 ZZ
360 145,813.40 2
6.625 936.46 90
6.375 936.46
1
XXXXXXXX XXXX XX 00000 1 12/23/03 21
2983237 05 02/01/04 25
2983237 N 01/01/34
0
9124566 286/286 F 81,000.00 ZZ
360 80,794.65 2
6.875 532.12 90
6.625 532.12
XXXXXXX XX 00000 1 12/31/03 21
2914806 05 02/01/04 25
2914806 N 01/01/34
0
9124572 286/286 F 121,500.00 ZZ
360 121,285.01 1
6.625 777.98 90
6.375 777.98
XXXXXX XX 00000 1 01/20/04 14
2996037 05 03/01/04 25
2996037 N 02/01/34
0
9124578 286/286 F 66,700.00 ZZ
360 66,573.10 1
6.250 410.68 85
6.000 410.68
XXXX XX 00000 2 01/19/04 04
2930233 01 03/01/04 12
2930233 N 02/01/34
0
9124584 286/286 F 56,000.00 ZZ
360 55,890.85 1
6.125 340.27 80
5.875 340.27
XXX XXXXXXX XX 00000 1 01/23/04 00
3030788 05 03/01/04 0
3030788 N 02/01/34
0
9124590 286/286 F 83,500.00 ZZ
360 83,293.45 1
7.000 555.53 90
6.750 555.53
XXXXXXX XX 00000 2 12/19/03 04
2910675 05 02/01/04 12
2910675 N 01/01/34
0
1
9124596 286/286 F 52,700.00 ZZ
360 52,521.34 1
6.875 346.21 85
6.625 346.21
XXXXXXXXXXXX XX 00000 2 11/25/03 12
2940059 05 01/01/04 12
2940059 N 12/01/33
0
9124602 286/286 F 74,000.00 ZZ
360 73,803.05 1
6.625 473.83 83
6.375 473.83
XXXXX XXXXXX XX XX 00000 2 12/03/03 10
2989900 05 02/01/04 12
2989900 N 01/01/34
0
9124608 286/286 F 217,000.00 ZZ
360 216,246.33 1
6.750 1,407.46 87
6.500 1,407.46
XXXXXXXXX XX 00000 1 11/26/03 12
2879900 05 01/01/04 25
2879900 N 12/01/33
0
9124614 286/286 F 138,950.00 ZZ
360 138,580.19 1
6.625 889.71 85
6.375 889.71
XXX XXXXXX XX 00000 1 12/08/03 10
2994676 05 02/01/04 12
2994676 N 01/01/34
0
9124620 286/286 F 90,000.00 ZZ
360 89,771.86 1
6.875 591.24 90
6.625 591.24
XXXXX XXXX XX 00000 1 12/22/03 12
2949621 05 02/01/04 25
2949621 N 01/01/34
0
9124626 286/286 F 105,300.00 ZZ
360 105,019.74 1
1
6.625 674.25 90
6.375 674.25
XXXX XXXXX XXXX XX 00000 1 12/31/03 10
3025678 05 02/01/04 25
3025678 N 01/01/34
0
9124632 286/286 F 50,000.00 ZZ
360 49,817.69 1
6.500 316.04 84
6.250 316.04
XXXXXXXXXX XX 00000 1 12/03/03 12
2916712 01 01/01/04 12
2916712 N 12/01/33
0
9124638 286/286 F 93,500.00 ZZ
360 93,245.03 1
6.500 590.99 80
6.250 590.99
XXXXXXXXX XX 00000 1 12/26/03 00
2941686 05 02/01/04 0
2941686 N 01/01/34
0
9124644 286/286 F 220,000.00 ZZ
360 219,385.44 2
6.375 1,372.52 84
6.125 1,372.52
XXXXXXXXXX XX 00000 1 12/23/03 14
2969167 05 02/01/04 12
2969167 N 01/01/34
0
9124650 286/286 F 78,200.00 ZZ
360 77,996.87 2
6.750 507.21 85
6.500 507.21
XXXXXXXXXXX XX 00000 1 12/12/03 10
2788119 05 02/01/04 12
2788119 N 01/01/34
0
9124656 286/286 F 45,600.00 ZZ
360 45,437.74 1
6.625 291.98 80
6.375 291.98
XXXXXX XX 00000 1 11/19/03 00
2969456 05 01/01/04 0
1
2969456 N 12/01/33
0
9124662 286/286 F 79,200.00 ZZ
360 78,911.26 1
6.500 500.60 80
6.250 500.60
XXXXXXXXXX XX 00000 1 12/04/03 00
2931933 01 01/01/04 0
2931933 N 12/01/33
0
9124668 286/286 F 52,920.00 ZZ
360 52,830.82 1
6.875 347.65 90
6.625 347.65
TOMS XXXXX XX 00000 1 01/13/04 04
2957723 01 03/01/04 25
2957723 N 02/01/34
0
9124692 286/286 F 72,250.00 ZZ
360 72,069.68 1
7.000 480.69 63
6.750 480.69
XXXXXXXX XX 00000 2 12/18/03 00
2891126 05 02/01/04 0
2891126 N 01/01/34
0
9124698 286/286 F 129,200.00 ZZ
360 128,830.31 2
6.250 795.51 85
6.000 795.51
XXXXX XX 00000 5 12/19/03 21
2657151 05 02/01/04 12
2657151 N 01/01/34
0
9124706 286/286 F 63,000.00 ZZ
360 62,338.09 1
7.000 419.14 90
6.750 419.14
XXXXXXXXX XX 00000 1 11/26/03 19
2971590 05 01/01/04 25
2971590 N 12/01/33
0
1
9124716 286/286 F 42,000.00 ZZ
360 41,927.46 1
6.750 272.42 84
6.500 272.42
XXXXXXXXXXXX XX 00000 5 01/08/04 19
3005717 05 03/01/04 12
3005717 N 02/01/34
0
9124728 286/286 F 98,000.00 ZZ
360 97,732.76 1
6.500 619.43 79
6.250 619.43
XXXXXXXX XX 00000 2 12/19/03 00
2920937 05 02/01/04 0
2920937 N 01/01/34
0
9124734 286/286 F 125,000.00 ZZ
360 124,744.48 1
5.875 739.43 72
5.625 739.43
XXXXXXX XX 00000 2 01/16/04 00
3030624 05 03/01/04 0
3030624 N 02/01/34
0
9124740 286/286 F 193,000.00 ZZ
360 192,406.78 1
5.875 1,141.67 66
5.625 1,141.67
XXXXXXXXXX XX 00000 1 12/29/03 00
3000459 03 02/01/04 0
3000459 N 01/01/34
0
9124744 286/286 F 112,200.00 ZZ
360 111,915.57 1
6.875 737.08 85
6.625 737.08
XXXXXXXX XX 00000 5 12/19/03 14
2952980 05 02/01/04 12
2952980 N 01/01/34
0
9124756 286/286 F 79,500.00 ZZ
360 79,277.91 1
6.375 495.98 84
6.125 495.98
1
XXXXXXX XX 00000 2 12/16/03 12
2948435 05 02/01/04 17
2948435 N 01/01/34
0
9124762 286/286 F 179,900.00 ZZ
360 179,532.26 2
5.875 1,064.18 70
5.625 1,064.18
XXXXXX XX 00000 5 01/09/04 00
3003657 05 03/01/04 0
3003657 N 02/01/34
0
9124768 286/286 F 109,600.00 ZZ
360 109,285.58 2
6.625 701.79 80
6.375 701.79
XXXXXXXXX XX 00000 1 01/02/04 00
2956542 05 03/01/04 0
2956542 N 02/01/34
0
9124776 286/286 F 106,250.00 ZZ
360 105,974.00 1
6.750 689.14 85
6.500 689.14
XXXXXXX XX 00000 5 12/29/03 10
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1
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XXXXXXXX XX 00000 5 02/01/04 00
0437617293 05 04/01/04 0
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0
9177750 N67/U56 F 160,550.00 ZZ
360 160,430.85 1
1
7.500 1,122.59 95
7.250 1,122.59
XXXXXXXXXX XX 00000 1 02/17/04 10
0437617301 05 04/01/04 35
3274016406 O 03/01/34
0
9177752 N67/U56 F 140,827.00 ZZ
360 140,583.81 1
6.750 913.41 95
6.500 913.41
XXX XXXXXXX XX 00000 1 01/28/04 10
0437617319 03 03/01/04 35
1785005906 O 02/01/34
0
9177754 N67/U56 F 340,400.00 ZZ
360 340,400.00 2
7.000 1,985.67 74
6.750 1,985.67
XXXXXXXX XXXX XX 00000 5 02/23/04 00
0437617327 05 04/01/04 0
3274016410 O 03/01/34
0
9177756 N67/U56 F 492,000.00 ZZ
360 491,435.66 1
5.250 2,716.84 69
5.000 2,716.84
XX XXXXX XX 00000 5 02/01/04 00
0437617335 05 04/01/04 0
1785005909 O 03/01/34
0
9177758 N67/U56 F 215,000.00 ZZ
360 214,785.97 1
6.000 1,289.03 59
5.750 1,289.03
XXXX XXXXXXXX XX 00000 5 02/13/04 00
0437617343 05 04/01/04 0
3274016411 O 03/01/34
0
9177760 N67/U56 F 391,350.00 ZZ
360 390,901.11 1
5.250 2,161.05 66
5.000 2,161.05
XXXXXXX XXXXXX XX 00000 2 02/05/04 00
0437617350 03 04/01/04 0
1
1785005912 O 03/01/34
0
9177762 N67/U56 F 312,000.00 ZZ
360 311,724.73 2
6.625 1,997.77 80
6.375 1,997.77
XXXXXXXX XX 00000 5 02/18/04 00
0437617368 05 04/01/04 0
3274016420 O 03/01/34
0
9177766 N67/U56 F 260,000.00 ZZ
360 259,359.31 1
4.875 1,375.95 50
4.625 1,375.95
XXXXXXXXX XX 00000 5 01/26/04 00
0437617376 05 03/01/04 0
1785005932 O 02/01/34
0
9177768 N67/U56 F 170,000.00 ZZ
360 169,857.18 1
6.875 1,116.78 52
6.625 1,116.78
XXXXX XXXXXXXXX XX 00000 5 02/12/04 00
0437617384 05 04/01/04 0
3274016422 O 03/01/34
0
9177772 N67/U56 F 141,672.00 ZZ
360 141,455.73 1
7.375 978.50 80
7.125 978.50
XX XXXXXX XX 00000 1 01/15/04 00
0437617392 03 03/01/04 0
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0
9177774 N67/U56 F 385,000.00 ZZ
360 384,588.41 1
5.625 2,216.28 68
5.375 2,216.28
XXXXXXXXX XX 00000 2 02/13/04 00
0437617400 03 04/01/04 0
3274016429 O 03/01/34
0
1
9177778 N67/U56 F 999,000.00 ZZ
360 999,000.00 1
7.500 6,243.75 74
7.250 6,243.75
XXXXXXX XX 00000 2 02/06/04 00
0437617418 05 04/01/04 0
1785005958 O 03/01/34
0
9177780 N67/U56 F 440,000.00 ZZ
360 440,000.00 1
5.500 2,016.67 79
5.250 2,016.67
XXXXXXX XX 00000 2 02/13/04 00
0437617426 03 04/01/04 0
3274016430 O 03/01/34
0
9177784 N67/U56 F 246,990.00 ZZ
360 246,806.70 1
7.500 1,726.99 95
7.250 1,726.99
XXXXXXX XXXXX XX 00000 1 02/06/04 10
0437617434 03 04/01/04 35
0000000000 O 03/01/34
0
9177786 N67/U56 F 125,800.00 ZZ
360 125,800.00 1
5.125 537.27 75
4.875 537.27
XXXXXXXX XXXXX XX 00000 2 02/17/04 00
0437617442 05 04/01/04 0
3274016440 O 03/01/34
0
9177792 N67/U56 F 212,000.00 ZZ
360 211,812.96 2
6.625 1,357.46 80
6.375 1,357.46
XXXXXXXXXX XX 00000 5 02/13/04 00
0437617467 05 04/01/04 0
3274016454 O 03/01/34
0
9177800 N67/U56 F 190,000.00 ZZ
360 189,749.79 1
4.500 962.71 45
4.250 962.71
1
XXXXXXX XX 00000 5 02/05/04 00
0437617483 05 04/01/04 0
1785005997 O 03/01/34
0
9177802 N67/U56 F 518,000.00 ZZ
360 517,554.01 1
6.750 3,359.74 58
6.500 3,359.74
XXXXXX XX 00000 5 02/13/04 00
0437617491 05 04/01/04 0
3274016482 O 03/01/34
0
9177804 N67/U56 F 615,200.00 ZZ
360 615,200.00 1
5.125 2,627.42 80
4.875 2,627.42
XXX XXXXXXX XX 00000 1 02/09/04 00
0437617509 05 04/01/04 0
1785006063 O 03/01/34
0
9177806 N67/U56 F 185,000.00 ZZ
240 184,575.33 1
5.500 1,272.59 67
5.250 1,272.59
XXXXXXXX XX 00000 5 02/19/04 00
0437617517 05 04/01/04 0
3274016494 O 03/01/24
0
9177812 N67/U56 F 134,550.00 ZZ
360 134,409.52 1
5.750 785.20 90
5.500 785.20
XXXXXXXXXX XX 00000 1 02/02/04 01
0437617525 05 04/01/04 30
1785006074 O 03/01/34
0
9177814 N67/U56 F 160,000.00 ZZ
360 159,881.26 1
7.500 1,118.74 72
7.250 1,118.74
XXXXXXXXXXX XX 00000 5 02/20/04 00
0437617533 05 04/01/04 0
3274016499 O 03/01/34
0
1
9177818 N67/U56 F 193,450.00 ZZ
360 193,275.11 1
6.500 1,222.74 74
6.250 1,222.74
ROYAL XXXX XXXX XX 00000 1 02/19/04 00
0437617541 03 04/01/04 0
3274016512 O 03/01/34
0
9177820 N67/U56 F 275,305.00 ZZ
360 274,817.86 1
6.625 1,762.81 95
6.375 1,762.81
XXXXXXX XXXXX XX 00000 1 01/30/04 10
0437617558 03 03/01/04 35
1785006097 O 02/01/34
0
9177824 N67/U56 F 228,000.00 ZZ
360 228,000.00 1
7.125 1,353.75 95
6.875 1,353.75
XXXXXX XX 00000 1 02/17/04 10
0437617566 01 04/01/04 30
3274016524 O 03/01/34
0
9177826 N67/U56 F 310,500.00 ZZ
360 309,894.88 1
6.125 1,886.63 90
5.875 1,886.63
XXXXX XXXXX XX 00000 1 01/29/04 01
0437617574 03 03/01/04 30
1785006110 O 02/01/34
0
9177848 N67/U56 F 225,000.00 ZZ
360 224,786.51 2
6.250 1,385.36 79
6.000 1,385.36
XXXXXXXXX XX 00000 5 02/11/04 00
0437617582 05 04/01/04 0
3274016563 O 03/01/34
0
9177850 N67/U56 F 512,000.00 ZZ
360 511,370.45 1
1
4.875 2,709.55 61
4.625 2,709.55
XXXXX XXXX XX 00000 2 02/03/04 00
0437617608 05 04/01/04 0
1785006117 O 03/01/34
0
9177852 N67/U56 F 70,100.00 ZZ
360 70,051.76 1
7.875 508.27 76
7.625 508.27
XXXXXXXX XXXXX XX 00000 1 02/20/04 00
0437617616 01 04/01/04 0
3274016568 O 03/01/34
0
9177856 N67/U56 F 150,100.00 ZZ
360 149,902.96 1
8.125 1,114.49 95
7.875 1,114.49
XXXXXXX XX 00000 1 01/28/04 01
0437617624 05 03/01/04 35
1785006134 O 02/01/34
0
9177858 N67/U56 F 99,000.00 ZZ
360 98,903.78 1
6.125 601.53 89
5.875 601.53
XXXXXXXXX XX 00000 5 02/19/04 10
0437617632 05 04/01/04 30
3274016577 O 03/01/34
0
9177862 N67/U56 F 572,000.00 ZZ
360 570,744.95 1
5.500 3,247.76 77
5.250 3,247.76
XXXXXXXXXX XX 00000 5 01/30/04 00
0437617640 05 03/01/04 0
1785006139 O 02/01/34
0
9177864 N67/U56 F 97,200.00 ZZ
360 97,118.35 1
6.875 638.53 90
6.625 638.53
XXXXXX XX 00000 5 02/12/04 01
0437617657 05 04/01/04 30
1
3274016579 O 03/01/34
0
9177868 N67/U56 F 258,700.00 ZZ
360 257,421.46 1
6.500 1,635.16 80
6.250 1,635.16
XXXXXXXX XX 00000 1 01/23/04 10
0437617665 03 03/01/04 25
1785006156 O 02/01/34
0
9177874 N67/U56 F 279,400.00 ZZ
360 279,004.32 1
7.750 2,001.66 95
7.500 2,001.66
XXX XXXXX XX 00000 1 01/23/04 01
0437617681 05 03/01/04 35
1785006157 O 02/01/34
0
9177876 N67/U56 F 222,000.00 ZZ
360 221,794.39 1
6.375 1,384.99 80
6.125 1,384.99
XXXXXXX XX 00000 5 02/20/04 00
0437617699 05 04/01/04 0
0000000000 O 03/01/34
0
9177880 N67/U56 F 94,000.00 ZZ
360 93,807.85 1
5.875 556.05 61
5.625 556.05
XXXXXXXXX XX 00000 5 01/28/04 00
0437617707 05 03/01/04 0
1785006172 N 02/01/34
0
9177882 N67/U56 F 548,550.00 ZZ
360 548,100.35 2
7.000 3,649.52 90
6.750 3,649.52
XXXXXX XX 00000 1 02/10/04 01
0437617715 05 04/01/04 30
3274015431 O 03/01/34
0
1
9177886 N67/U56 F 500,000.00 ZZ
360 499,399.22 1
5.000 2,684.11 30
4.750 2,684.11
XXXXXXX XXXXX XX 00000 5 02/03/04 00
0437617723 05 04/01/04 0
1785005689 O 03/01/34
0
9177888 N67/U56 F 264,100.00 ZZ
360 263,908.86 1
7.625 1,869.28 95
7.375 1,869.28
XXXX XXXX XX 00000 1 02/20/04 10
0437617731 05 04/01/04 35
3274015506 O 03/01/34
0
9177894 N67/U56 F 498,750.00 ZZ
360 498,370.49 2
7.375 3,444.74 95
7.125 3,444.74
XXXXXXXX XX 00000 1 02/19/04 10
0437617756 05 04/01/04 35
3274015588 O 03/01/34
0
9177896 N67/U56 F 480,000.00 ZZ
360 479,462.14 1
5.375 2,687.86 80
5.125 2,687.86
XXXXXXX XX 00000 1 02/05/04 00
0437617764 05 04/01/04 0
1785005774 O 03/01/34
0
9177898 N67/U56 F 238,050.00 ZZ
360 237,859.63 1
7.125 1,603.79 90
6.875 1,603.79
XXXXX XX 00000 1 02/17/04 01
0437617772 05 04/01/04 30
3274015623 O 03/01/34
0
9177900 N67/U56 F 568,000.00 ZZ
360 567,348.48 1
5.250 3,136.52 80
5.000 3,136.52
1
XXXXXXXX XX 00000 5 02/02/04 00
0437617780 05 04/01/04 0
1785005779 O 03/01/34
0
9177902 N67/U56 F 159,600.00 ZZ
360 159,600.00 1
7.500 997.50 95
7.250 997.50
XXXXX XX 00000 1 02/17/04 01
0437617798 03 04/01/04 35
3274015690 O 03/01/34
0
9177904 N67/U56 F 160,000.00 ZZ
360 159,820.72 1
5.375 895.95 63
5.125 895.95
XXXXXXXX XX 00000 5 02/01/04 00
0437617806 01 04/01/04 0
1785005799 O 03/01/34
0
9177906 N67/U56 F 145,000.00 ZZ
360 144,895.05 3
7.625 1,026.30 40
7.375 1,026.30
XXXXX XX 00000 5 02/12/04 00
0437617814 05 04/01/04 0
3274015810 O 03/01/34
0
9177910 N67/U56 F 400,000.00 ZZ
360 399,562.17 2
5.500 2,271.16 69
5.250 2,271.16
XXXXXX XX 00000 5 02/20/04 00
0437617830 05 04/01/04 0
3274015880 O 03/01/34
0
9177912 N67/U56 F 612,000.00 ZZ
360 611,314.23 1
5.375 3,427.02 66
5.125 3,427.02
XXXXXXXX XXXX XX 00000 5 02/01/04 00
0437617848 05 04/01/04 0
1785005849 O 03/01/34
0
1
9177914 N67/U56 F 319,000.00 ZZ
360 318,682.43 1
6.000 1,912.57 100
5.750 1,912.57
XXXXXXXXX XX 00000 1 02/19/04 01
0437617855 05 04/01/04 40
3274015895 O 03/01/34
0
9177916 N67/U56 F 140,500.00 ZZ
180 139,974.35 1
5.000 1,111.07 36
4.750 1,111.07
XXXXXXXXXX XX 00000 5 02/04/04 00
0437617863 05 04/01/04 0
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0
9177918 N67/U56 F 160,000.00 ZZ
360 159,855.36 1
6.500 1,011.31 86
6.250 1,011.31
XXXXXXXX XX 00000 5 02/19/04 01
0437617871 01 04/01/04 30
3274015905 O 03/01/34
0
9177920 N67/U56 F 261,500.00 ZZ
360 261,239.68 3
6.000 1,567.82 53
5.750 1,567.82
XXX XXXXXXX XX 00000 5 02/02/04 00
0437617889 05 04/01/04 0
1785005874 N 03/01/34
0
9177922 N67/U56 F 210,000.00 ZZ
180 209,206.11 1
4.875 1,647.02 75
4.625 1,647.02
XXXXXXX XX 00000 2 02/11/04 00
0437617897 01 04/01/04 0
3274015931 O 03/01/19
0
9177924 N67/U56 F 120,000.00 ZZ
360 119,899.19 1
1
6.875 788.31 80
6.625 788.31
XX XXXXXX XX 00000 5 02/05/04 00
0437617905 05 04/01/04 0
0000000000 N 03/01/34
0
9177926 N67/U56 F 60,400.00 ZZ
360 60,358.44 1
7.875 437.94 95
7.625 437.94
XXXX XX 00000 1 02/18/04 01
0437617913 05 04/01/04 35
0000000000 O 03/01/34
0
9177930 N67/U56 F 116,000.00 ZZ
360 115,902.54 2
6.875 762.04 80
6.625 762.04
XX XXXXXX XX 00000 5 02/05/04 00
0437617921 05 04/01/04 0
1782002088 N 03/01/34
0
9177934 N67/U56 F 270,000.00 ZZ
360 270,000.00 1
5.500 1,237.50 29
5.250 1,237.50
XXXXXXX XX 00000 2 02/17/04 00
0437617947 05 04/01/04 0
1782002201 O 03/01/34
0
9177936 N67/U56 F 432,000.00 ZZ
360 431,695.10 2
7.750 3,094.90 90
7.500 3,094.90
XXXXXXXX XX 00000 5 02/10/04 01
0437617954 05 04/01/04 30
3274016028 O 03/01/34
0
9177938 N67/U56 F 75,000.00 ZZ
360 74,928.83 1
6.250 461.79 18
6.000 461.79
XXXXXXX XX 00000 5 02/13/04 00
0437617962 05 04/01/04 0
1
1782002208 O 03/01/34
0
9177940 N67/U56 F 111,000.00 ZZ
360 110,906.75 1
6.875 729.19 89
6.625 729.19
XXXXXXX XX 00000 5 02/11/04 10
0437617970 05 04/01/04 30
3274016032 O 03/01/34
0
9177942 N67/U56 F 125,000.00 ZZ
180 124,565.58 1
5.875 1,046.40 65
5.625 1,046.40
XXXXX XX 00000 5 02/19/04 00
0437617988 05 04/01/04 0
1782002219 O 03/01/19
0
9177944 N67/U56 F 264,100.00 ZZ
360 263,878.12 1
6.875 1,734.95 95
6.625 1,734.95
XXXXXXXX XX 00000 1 02/19/04 01
0437617996 05 04/01/04 35
0000000000 O 03/01/34
0
9177946 N67/U56 F 593,000.00 ZZ
360 592,395.41 1
5.875 3,507.82 74
5.625 3,507.82
XXXXXX XXXX XX 00000 2 02/18/04 00
0437618002 05 04/01/04 0
1782002233 O 03/01/34
0
9177948 N67/U56 F 58,500.00 ZZ
180 58,315.44 1
7.000 525.81 74
6.750 525.81
XXXXXXXXX XX 00000 5 02/19/04 00
0437618010 05 04/01/04 0
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0
1
9177950 N67/U56 F 77,600.00 ZZ
360 77,526.37 1
6.250 477.80 80
6.000 477.80
XXXXX XX 00000 5 02/20/04 00
0437618028 03 04/01/04 0
1782002238 N 03/01/34
0
9177952 N67/U56 F 68,400.00 ZZ
360 68,346.64 1
7.250 466.61 95
7.000 466.61
XXX XXXXXXXXX XX 00000 1 02/18/04 10
0437618036 05 04/01/04 35
3274016098 O 03/01/34
0
9177954 N67/U56 F 256,400.00 ZZ
360 256,168.21 1
6.500 1,620.62 95
6.250 1,620.62
XXXXXX XXXX XX 00000 1 02/17/04 11
0437618044 05 04/01/04 35
1782002239 O 03/01/34
0
9177958 N67/U56 F 229,750.00 ZZ
360 229,570.77 1
7.250 1,567.30 97
7.000 1,567.30
XXXX XXXXX XX 00000 1 02/18/04 10
0437618069 05 04/01/04 35
3274016101 O 03/01/34
0
9177960 N67/U56 F 147,000.00 ZZ
240 146,681.85 2
6.000 1,053.15 33
5.750 1,053.15
XXXXXXXX XX 00000 2 02/02/04 00
0437618077 05 04/01/04 0
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0
9177962 N67/U56 F 195,000.00 ZZ
360 194,801.19 1
5.875 1,153.50 67
5.625 1,153.50
1
XXXXXXXXXX XX 00000 5 02/13/04 00
0437618085 05 04/01/04 0
0000000000 O 03/01/34
0
9177966 N67/U56 F 426,300.00 ZZ
360 425,932.97 2
6.750 2,764.97 90
6.500 2,764.97
XXXXXXXXX XX 00000 1 02/25/04 01
0437618093 05 04/01/04 30
3274016131 O 03/01/34
0
9177968 N67/U56 F 140,000.00 ZZ
360 139,775.42 1
7.125 943.21 80
6.875 943.21
XXXXXXX XX 00000 1 01/28/04 00
0437618101 03 03/01/04 0
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0
9177970 N67/U56 F 248,400.00 ZZ
360 248,191.32 1
6.875 1,631.81 80
6.625 1,631.81
XXXXXXXXX XX 00000 1 02/23/04 00
0437618119 05 04/01/04 0
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0
9177972 N67/U56 F 378,000.00 ZZ
360 377,566.42 1
5.250 2,087.33 60
5.000 2,087.33
XXXXXX XXXXX XX XX 00000 2 02/03/04 00
0437618127 05 04/01/04 0
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0
9177978 N67/U56 F 119,393.00 ZZ
360 119,215.22 1
7.500 834.82 95
7.250 834.82
XXXXXX XX 00000 1 01/30/04 01
0437618150 03 03/01/04 35
1785005497 O 02/01/34
0
1
9177980 N67/U56 F 428,000.00 ZZ
360 427,573.92 1
6.000 2,566.08 66
5.750 2,566.08
XXXXX XX 00000 2 01/31/04 00
0437618168 05 04/01/04 0
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0
9177982 N67/U56 F 111,200.00 ZZ
360 111,017.16 1
7.000 739.82 80
6.750 739.82
XXXXXXX XX 00000 5 01/23/04 00
0437618176 05 03/01/04 0
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0
9177984 N67/U56 F 199,000.00 ZZ
360 198,848.58 1
7.375 1,374.44 95
7.125 1,374.44
XXXXXXXXXX XX 00000 1 02/06/04 10
0437618184 03 04/01/04 35
3265005604 O 03/01/34
0
9177986 N67/U56 F 165,000.00 ZZ
360 164,693.54 1
6.375 1,029.39 71
6.125 1,029.39
XXXXXXX XX 00000 5 01/30/04 00
0437618192 05 03/01/04 0
1785005512 O 02/01/34
0
9177988 N67/U56 F 67,400.00 ZZ
360 67,357.02 1
8.250 506.36 90
8.000 506.36
XXXXXX XXXX XX 00000 5 02/06/04 01
0437618200 05 04/01/04 30
3265005630 O 03/01/34
0
9177990 N67/U56 F 270,000.00 ZZ
360 269,349.81 1
1
5.000 1,449.42 66
4.750 1,449.42
XXXXXXX XX 00000 5 01/20/04 00
0437618218 05 03/01/04 0
1785005543 O 02/01/34
0
9177994 N67/U56 F 133,785.00 T
360 133,580.77 1
7.375 924.02 90
7.125 924.02
XXXX XXXXXX XXX XX 00000 5 01/21/04 01
0437618234 05 03/01/04 30
1785005581 O 02/01/34
0
9177996 N67/U56 F 83,500.00 ZZ
180 83,209.81 1
5.875 698.99 73
5.625 698.99
XXXXXX XX 00000 5 02/04/04 00
0437618242 05 04/01/04 0
3265005635 O 03/01/19
0
9177998 N67/U56 F 185,000.00 ZZ
360 184,554.49 1
5.000 993.13 53
4.750 993.13
XXXXXXXX XX 00000 5 01/16/04 00
0437618259 05 03/01/04 0
1785005612 O 02/01/34
0
9178008 N67/U56 F 312,000.00 ZZ
360 311,737.88 3
6.875 2,049.62 59
6.625 2,049.62
XXXXXXXX XX 00000 5 02/13/04 00
0437618291 05 04/01/04 0
3274015228 O 03/01/34
0
9178010 N67/U56 F 146,000.00 ZZ
240 145,654.94 1
5.250 983.81 49
5.000 983.81
XXXXXXXX XX 00000 5 02/06/04 00
0437618309 05 04/01/04 0
1
1785005635 O 03/01/24
0
9178012 N67/U56 F 470,700.00 ZZ
360 470,294.74 1
6.750 3,052.95 84
6.500 3,052.95
XXXXXX XXXXX XX 00000 1 02/17/04 01
0437618317 05 04/01/04 25
3274015242 O 03/01/34
0
9178014 N67/U56 F 91,200.00 ZZ
360 91,127.07 1
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1
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360 301,000.00 1
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360 141,080.28 1
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XXXXXXXX XX 00000 1 02/19/04 00
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360 107,911.47 1
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360 99,758.55 1
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XXXXXXXXXX XX 00000 1 02/17/04 10
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1
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360 211,197.03 1
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XXXXXXXXXX XXXX XX 00000 1 02/27/04 10
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0
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360 83,000.00 1
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XXXXXXXX XX 00000 5 02/18/04 00
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360 166,002.47 1
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XXXXXXXXX XX 00000 1 01/29/04 10
0437618630 05 03/01/04 35
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360 161,000.00 1
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XXXX XX 00000 1 02/19/04 10
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9178120 N67/U56 F 253,630.00 ZZ
180 252,794.44 3
6.500 2,209.39 47
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XXXXXXX XXXXXXX XX 00000 5 02/04/04 00
0437618655 05 04/01/04 0
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1
9178124 N67/U56 F 215,000.00 ZZ
360 214,796.00 1
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XXXXXXXXXX XXXX XX 00000 1 02/19/04 00
0437618663 03 04/01/04 0
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9178132 N67/U56 F 117,800.00 ZZ
360 117,606.31 1
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XXXXXXX XX 00000 1 01/28/04 10
0437618697 05 03/01/04 35
3265005461 O 02/01/34
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9178138 N67/U56 F 235,000.00 ZZ
360 234,816.68 1
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7.000 1,603.11
LAS VEGAS NV 89134 2 02/20/04 00
0437618705 03 04/01/04 0
1781008648 O 03/01/34
0
9178144 N67/U56 F 494,000.00 ZZ
360 494,000.00 1
6.750 2,778.75 95
6.500 2,778.75
SCOTTSDALE AZ 85259 1 02/17/04 11
0437618721 03 04/01/04 35
1781008655 O 03/01/34
0
9178156 N67/U56 F 191,250.00 ZZ
360 191,085.34 1
6.750 1,240.44 75
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CALEXICO CA 92231 1 02/26/04 00
0437618747 05 04/01/04 0
1781008658 O 03/01/34
0
9178158 N67/U56 F 75,000.00 ZZ
180 74,941.50 1
7.250 511.63 66
7.000 511.63
1
CALUMET PARK IL 60827 5 02/06/04 00
0437618754 05 04/01/04 0
3265005547 O 03/01/19
0
9178162 N67/U56 F 356,000.00 ZZ
360 356,000.00 2
7.875 2,336.25 80
7.625 2,336.25
CHULA VISTA CA 91911 1 02/20/04 00
0437618762 05 04/01/04 0
1782002085 N 03/01/34
0
9178164 N67/U56 F 295,900.00 ZZ
360 295,685.84 1
7.625 2,094.36 95
7.375 2,094.36
PEEKSKILL NY 10566 1 02/03/04 10
0437618770 05 04/01/04 35
3265005549 O 03/01/34
0
9178168 N67/U56 F 158,450.00 ZZ
360 158,450.00 1
6.000 792.25 74
5.750 792.25
RENO NV 89506 2 02/19/04 00
0437618788 03 04/01/04 0
1260007776 O 03/01/34
0
9178174 N67/U56 F 104,000.00 ZZ
360 103,910.46 1
6.750 674.54 80
6.500 674.54
LINN WI 53147 1 02/06/04 00
0437618796 05 04/01/04 0
3265005562 O 03/01/34
0
9178178 N67/U56 F 275,600.00 ZZ
360 275,283.88 1
5.250 1,521.87 80
5.000 1,521.87
LAS VEGAS NV 89148 1 02/18/04 00
0437618804 03 04/01/04 0
1360001926 O 03/01/34
0
1
9178180 N67/U56 F 516,300.00 ZZ
180 515,341.06 3
6.375 3,221.04 80
6.125 3,221.04
CHICAGO IL 60622 5 01/29/04 00
0437618812 05 03/01/04 0
3265005582 O 02/01/19
0
9178184 N67/U56 F 1,387,500.00 ZZ
360 1,387,500.00 1
6.125 7,082.03 74
5.875 7,082.03
LAS VEGAS NV 89134 4 02/12/04 00
0437618820 03 04/01/04 0
1360002607 O 03/01/34
0
9178186 N67/U56 F 197,500.00 ZZ
360 197,353.43 1
7.500 1,380.95 95
7.250 1,380.95
WHEELING IL 60090 1 02/19/04 01
0437618838 05 04/01/04 35
3262008512 O 03/01/34
0
9178192 N67/U56 F 233,350.00 ZZ
360 233,144.12 1
6.625 1,494.17 90
6.375 1,494.17
LAS VEGAS NV 89134 1 02/04/04 10
0437618846 01 04/01/04 30
1360002674 O 03/01/34
0
9178194 N67/U56 F 624,000.00 ZZ
360 623,559.59 1
7.750 4,470.41 65
7.500 4,470.41
ELKHART IN 46514 5 02/17/04 00
0437618853 05 04/01/04 0
3262008513 O 03/01/34
0
9178198 N67/U56 F 198,000.00 ZZ
360 197,837.70 1
1
7.000 1,317.30 95
6.750 1,317.30
HENDERSON NV 89014 1 02/17/04 10
0437618861 03 04/01/04 35
1360002707 O 03/01/34
0
9178200 N67/U56 F 163,200.00 ZZ
360 163,084.82 1
7.750 1,169.18 85
7.500 1,169.18
TROY MI 48084 5 02/17/04 10
0437618879 01 04/01/04 25
3262008588 O 03/01/34
0
9178204 N67/U56 F 235,000.00 ZZ
360 234,782.35 1
6.375 1,466.09 80
6.125 1,466.09
LAS VEGAS NV 89117 1 02/05/04 00
0437618887 05 04/01/04 0
1360002744 O 03/01/34
0
9178206 N67/U56 F 40,000.00 ZZ
360 39,972.47 1
7.875 290.03 80
7.625 290.03
WATERLOO IA 50703 2 02/20/04 00
0437618895 05 04/01/04 0
3262008607 O 03/01/34
0
9178210 N67/U56 F 212,500.00 ZZ
360 212,303.19 1
6.375 1,325.72 95
6.125 1,325.72
HENDERSON NV 89052 1 02/17/04 10
0437618903 03 04/01/04 35
1360002772 O 03/01/34
0
9178212 N67/U56 F 40,000.00 ZZ
180 39,869.63 1
6.625 351.20 41
6.375 351.20
HOLLIDAYSBURG PA 16648 5 02/13/04 00
0437618911 05 04/01/04 0
1
3262008609 O 03/01/19
0
9178216 N67/U56 F 242,100.00 ZZ
360 241,896.61 1
6.875 1,590.42 95
6.625 1,590.42
LAS VEGAS NV 89148 1 02/16/04 10
0437618929 03 04/01/04 35
1360002773 O 03/01/34
0
9178218 N67/U56 F 148,850.00 ZZ
360 148,730.97 1
7.125 1,002.83 95
6.875 1,002.83
SHERIDAN IL 60551 1 02/16/04 10
0437618937 05 04/01/04 35
3262008612 O 03/01/34
0
9178224 N67/U56 F 639,200.00 ZZ
360 639,200.00 1
6.250 3,329.17 80
6.000 3,329.17
CHALFONT PA 18914 1 02/20/04 00
0437618945 05 04/01/04 0
1720001057 O 03/01/34
0
9178226 N67/U56 F 131,000.00 ZZ
360 130,872.68 1
6.125 795.97 80
5.875 795.97
MADISON OH 44057 5 02/19/04 00
0437618952 05 04/01/04 0
3262008636 O 03/01/34
0
9178232 N67/U56 F 128,000.00 ZZ
360 128,000.00 1
5.875 626.67 54
5.625 626.67
LIVONIA MI 48154 5 02/20/04 00
0437618960 05 04/01/04 0
1740001215 O 03/01/34
0
1
9178234 N67/U56 F 52,800.00 ZZ
360 52,800.00 1
7.500 330.00 80
7.250 330.00
LANCASTER OH 43130 5 02/19/04 00
0437618978 05 04/01/04 0
3262008642 N 03/01/34
0
9178238 N67/U56 F 104,000.00 ZZ
360 104,000.00 1
5.750 498.33 80
5.500 498.33
MESA AZ 85201 1 02/19/04 00
0437618986 03 04/01/04 0
1740001260 O 03/01/34
0
9178240 N67/U56 F 143,000.00 ZZ
360 142,893.87 1
7.500 999.88 80
7.250 999.88
LIVONIA MI 48150 5 02/13/04 00
0437618994 05 04/01/04 0
3262008677 O 03/01/34
0
9178244 N67/U56 F 126,571.00 ZZ
360 126,450.90 1
6.250 779.32 80
6.000 779.32
MESA AZ 85206 1 02/19/04 00
0437619000 03 04/01/04 0
1740001270 O 03/01/34
0
9178246 N67/U56 F 203,000.00 ZZ
360 202,849.34 1
7.500 1,419.41 95
7.250 1,419.41
CHICAGO IL 60605 1 02/23/04 01
0437619018 01 04/01/04 35
3262008680 O 03/01/34
0
9178250 N67/U56 F 153,805.00 ZZ
360 153,805.00 1
7.125 913.22 95
6.875 913.22
1
PHOENIX AZ 85044 1 02/19/04 01
0437619026 03 04/01/04 35
1740001272 O 03/01/34
0
9178286 N67/U56 F 58,000.00 ZZ
360 57,950.06 1
6.750 376.19 75
6.500 376.19
DETROIT MI 48228 5 02/23/04 00
0437619034 05 04/01/04 0
3262008681 O 03/01/34
0
9178290 N67/U56 F 126,600.00 ZZ
360 126,600.00 1
5.875 619.81 80
5.625 619.81
PHOENIX AZ 85043 1 02/17/04 00
0437619042 03 04/01/04 0
1760005201 O 03/01/34
0
9178292 N67/U56 F 200,000.00 ZZ
360 199,786.19 1
5.625 1,151.31 86
5.375 1,151.31
CHICAGO IL 60629 2 02/20/04 11
0437619059 05 04/01/04 30
3262008689 O 03/01/34
0
9178294 N67/U56 F 210,500.00 ZZ
360 210,500.00 1
5.875 1,030.57 80
5.625 1,030.57
GILBERT AZ 85297 1 02/19/04 00
0437619067 03 04/01/04 0
1760005296 O 03/01/34
0
9178296 N67/U56 F 67,900.00 ZZ
360 67,847.03 1
7.250 463.20 95
7.000 463.20
ALBRIGHTSVILLE PA 18210 1 02/20/04 01
0437619075 03 04/01/04 35
3262008695 O 03/01/34
0
1
9178298 N67/U56 F 72,720.00 ZZ
360 72,660.39 1
7.000 483.81 80
6.750 483.81
SCOTTSDALE AZ 85251 1 02/18/04 00
0437619083 01 04/01/04 0
1760005670 O 03/01/34
0
9178300 N67/U56 F 49,500.00 ZZ
360 49,465.93 1
7.875 358.91 89
7.625 358.91
DETROIT MI 48223 5 02/12/04 01
0437619091 05 04/01/04 30
3262008697 O 03/01/34
0
9178302 N67/U56 F 190,170.00 ZZ
360 190,170.00 1
5.875 931.04 63
5.625 931.04
SCOTTSDALE AZ 85255 2 02/09/04 00
0437619109 03 04/01/04 0
1760005844 O 03/01/34
0
9178304 N67/U56 F 161,900.00 ZZ
360 161,782.82 2
7.625 1,145.92 92
7.375 1,145.92
PHILADELPHIA PA 19152 1 02/17/04 10
0437619117 05 04/01/04 35
3262008704 O 03/01/34
0
9178306 N67/U56 F 163,920.00 ZZ
360 163,919.99 1
5.875 802.53 80
5.625 802.53
PHOENIX AZ 85050 1 02/17/04 00
0437619125 01 04/01/04 0
1760005881 O 03/01/34
0
9178308 N67/U56 F 94,050.00 ZZ
360 93,976.63 1
1
7.250 641.59 95
7.000 641.59
EATON OH 45320 1 02/20/04 01
0437619133 05 04/01/04 35
3262008721 O 03/01/34
0
9178310 N67/U56 F 223,225.00 ZZ
360 223,225.00 1
6.500 1,209.14 95
6.250 1,209.14
ATLANTA GA 30338 1 02/16/04 01
0437619141 01 04/01/04 35
1760005897 O 03/01/34
0
9178314 N67/U56 F 146,500.00 ZZ
360 146,360.99 1
6.250 902.03 62
6.000 902.03
TINLEY PARK IL 60477 5 02/13/04 00
0437619158 03 04/01/04 0
3262008722 O 03/01/34
0
9178316 N67/U56 F 170,000.00 ZZ
360 169,809.51 1
5.375 951.95 76
5.125 951.95
QUEEN CREEK AZ 85242 1 02/18/04 00
0437619166 03 04/01/04 0
1781007184 O 03/01/34
0
9178318 N67/U56 F 75,000.00 ZZ
360 74,928.83 1
6.250 461.79 66
6.000 461.79
KINSTON AL 36453 5 02/16/04 00
0437619174 05 04/01/04 0
3262008725 O 03/01/34
0
9178320 N67/U56 F 443,000.00 ZZ
360 442,491.87 1
5.250 2,446.26 69
5.000 2,446.26
YORBA LINDA CA 92887 1 02/13/04 00
0437619182 05 04/01/04 0
1
1781008367 O 03/01/34
0
9178322 N67/U56 F 148,500.00 ZZ
360 148,384.16 1
7.250 1,013.03 90
7.000 1,013.03
WATERFORD MI 48328 5 02/16/04 01
0437619190 05 04/01/04 30
3262008732 O 03/01/34
0
9178326 N67/U56 F 90,000.00 ZZ
360 89,929.79 1
7.250 613.96 100
7.000 613.96
EDDYVILLE IA 52553 1 02/20/04 01
0437619216 05 04/01/04 40
3262008733 O 03/01/34
0
9178328 N67/U56 F 194,655.00 ZZ
360 194,372.33 1
7.625 1,377.76 95
7.375 1,377.76
BLOOMINGTON MN 55420 1 02/06/04 10
0437619224 05 03/01/04 35
1165003834 O 02/01/34
0
9178330 N67/U56 F 73,350.00 ZZ
360 73,295.57 1
7.500 512.87 95
7.250 512.87
LINCOLN PARK MI 48146 1 02/20/04 11
0437619232 05 04/01/04 35
3262008748 O 03/01/34
0
9178332 N67/U56 F 365,750.00 ZZ
360 365,205.42 1
7.500 2,557.38 95
7.250 2,557.38
HUNTERSVILLE NC 28078 1 01/15/04 01
0437619240 05 03/01/04 35
1165003837 O 02/01/34
0
1
9178334 N67/U56 F 147,150.00 ZZ
360 147,043.50 1
7.625 1,041.52 95
7.375 1,041.52
MOUNT CLEMENS MI 48043 1 02/23/04 10
0437619257 05 04/01/04 35
3262008763 O 03/01/34
0
9178336 N67/U56 F 218,405.00 ZZ
360 218,045.91 1
7.000 1,453.05 95
6.750 1,453.05
LITTLETON CO 80124 1 01/15/04 10
0437619265 05 03/01/04 35
1165003845 O 02/01/34
0
9178338 N67/U56 F 355,500.00 ZZ
360 354,855.50 1
6.500 2,247.00 90
6.250 2,247.00
VICTORIA MN 55331 1 01/16/04 01
0437619273 05 03/01/04 30
1165003851 O 02/01/34
0
9178340 N67/U56 F 90,000.00 T
360 90,000.00 1
6.375 478.13 90
6.125 478.13
BUSHKILL PA 18324 5 02/19/04 01
0437619281 03 04/01/04 30
3261006568 O 03/01/34
0
9178344 N67/U56 F 197,200.00 ZZ
360 196,842.49 1
6.500 1,246.44 80
6.250 1,246.44
PHOENIX AZ 85007 1 01/15/04 00
0437619299 03 03/01/04 0
1165003882 O 02/01/34
0
9178346 N67/U56 F 140,600.00 ZZ
360 140,495.65 1
7.500 983.10 95
7.250 983.10
1
CICERO IL 60804 1 02/23/04 01
0437619307 05 04/01/04 35
3261006635 O 03/01/34
0
9178348 N67/U56 F 123,025.00 ZZ
360 122,832.48 1
7.250 839.25 95
7.000 839.25
SAINT PETERSBUR FL 33704 1 01/30/04 10
0437619315 05 03/01/04 35
1165003919 O 02/01/34
0
9178350 N67/U56 F 216,500.00 ZZ
360 216,322.54 1
7.000 1,440.38 95
6.750 1,440.38
DOWNINGTOWN PA 19335 1 02/20/04 01
0437619323 03 04/01/04 35
3261006640 O 03/01/34
0
9178352 N67/U56 F 90,000.00 ZZ
360 89,916.65 1
6.375 561.48 49
6.125 561.48
FORT COLLINS CO 80521 2 02/04/04 00
0437619331 05 04/01/04 0
1165003921 N 03/01/34
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9178354 N67/U56 F 82,000.00 ZZ
360 81,922.19 1
6.250 504.89 61
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PHILADELPHIA PA 19148 5 02/06/04 00
0437619349 05 04/01/04 0
3261006693 O 03/01/34
0
9178358 N67/U56 F 224,000.00 ZZ
360 223,649.46 1
7.250 1,528.08 80
7.000 1,528.08
HARPERS FERRY WV 25425 5 01/26/04 00
0437619356 05 03/01/04 0
1165003933 O 02/01/34
0
1
9178360 N67/U56 F 170,000.00 ZZ
360 169,867.38 1
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FARMINGVILLE NY 11738 5 02/17/04 00
0437619364 05 04/01/04 0
3261006704 O 03/01/34
0
9178362 N67/U56 F 153,000.00 ZZ
360 152,874.59 1
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INDIANAPOLIS IN 46240 5 02/04/04 10
0437619372 05 04/01/04 30
1165003996 O 03/01/34
0
9178364 N67/U56 F 274,550.00 ZZ
360 274,346.25 1
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ROCKVILLE MD 20853 1 02/26/04 01
0437619398 05 04/01/04 35
3261006711 O 03/01/34
0
9178366 N67/U56 F 237,500.00 ZZ
360 237,319.29 1
7.375 1,640.35 95
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MONROE NY 10950 1 02/19/04 10
0437619406 01 04/01/04 35
3261006719 O 03/01/34
0
9178368 N67/U56 F 210,776.00 ZZ
360 210,446.15 1
7.250 1,437.86 80
7.000 1,437.86
THORNTON CO 80229 1 01/29/04 00
0437619414 03 03/01/04 0
1165003998 O 02/01/34
0
9178372 N67/U56 F 205,500.00 ZZ
360 205,178.41 1
1
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THORNTON CO 80229 1 01/28/04 00
0437619422 03 03/01/04 0
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0
9178374 N67/U56 F 132,900.00 ZZ
360 132,810.83 1
8.000 975.17 95
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KANKAKEE IL 60901 1 02/27/04 01
0437619430 05 04/01/04 35
3261006723 O 03/01/34
0
9178376 N67/U56 F 194,750.00 ZZ
360 194,750.00 1
7.500 1,217.19 95
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FREDERICK CO 80530 1 01/30/04 01
0437619448 05 03/01/04 35
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0
9178378 N67/U56 F 265,000.00 ZZ
360 264,788.09 1
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6.875 1,785.35
CHICAGO IL 60629 1 02/17/04 01
0437619455 05 04/01/04 40
3261006724 O 03/01/34
0
9178380 N67/U56 F 116,100.00 ZZ
360 116,015.97 1
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7.375 821.75
NEW PORT RICHEY FL 34652 1 02/17/04 10
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1165004063 O 03/01/34
0
9178382 N67/U56 F 378,250.00 ZZ
360 377,954.93 2
7.250 2,580.33 85
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CHICAGO IL 60618 5 02/18/04 01
0437619471 05 04/01/04 25
1
3261006753 O 03/01/34
0
9178384 N67/U56 F 72,409.00 ZZ
360 72,301.19 1
7.500 506.29 95
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ELKHART IN 46516 1 02/06/04 10
0437619489 05 03/01/04 35
1165004104 O 02/01/34
0
9178386 N67/U56 F 236,000.00 ZZ
360 235,811.27 1
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CHICAGO IL 60638 1 02/17/04 01
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3261006776 O 03/01/34
0
9178388 N67/U56 F 148,200.00 ZZ
360 147,833.43 1
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RICHMOND VA 23220 1 01/02/04 10
0437619505 05 02/01/04 35
1165004108 O 01/01/34
0
9178390 N67/U56 F 118,400.00 ZZ
360 118,307.63 1
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CHICAGO IL 60632 1 02/19/04 00
0437619513 05 04/01/04 0
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0
9178392 N67/U56 F 437,000.00 ZZ
360 436,650.54 1
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WEST PALM BEACH FL 33412 1 02/17/04 10
0437619521 03 04/01/04 35
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0
1
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SCHILLER PARK IL 60176 1 02/19/04 10
0437619539 01 04/01/04 35
3261006809 O 03/01/34
0
9178398 N67/U56 F 53,000.00 ZZ
360 52,955.48 1
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KINGSTON PA 18704 5 02/11/04 00
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3261006814 O 03/01/34
0
9178400 N67/U56 F 196,800.00 ZZ
360 196,594.53 1
5.750 1,148.47 80
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RENO NV 89509 1 02/17/04 00
0437619562 05 04/01/04 0
1260007696 O 03/01/34
0
9178402 N67/U56 F 384,000.00 ZZ
360 383,715.02 3
7.500 2,684.98 80
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BROOKLYN NY 11207 5 02/12/04 00
0437619588 05 04/01/04 0
3261006824 O 03/01/34
0
9178406 N67/U56 F 109,800.00 ZZ
360 109,800.00 1
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5.750 549.00
RENO NV 89506 2 02/20/04 10
0437619596 05 04/01/04 30
1260007717 O 03/01/34
0
9178408 N67/U57 F 118,750.00 ZZ
360 118,670.32 1
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6.753 871.35
1
WAUKEGAN IL 60085 1 02/17/04 27
0437619604 05 04/01/04 30
3261006833 O 03/01/34
0
9178412 N67/U56 F 412,000.00 ZZ
360 411,589.85 1
6.000 2,470.15 69
5.750 2,470.15
HENDERSON NV 89052 2 02/13/04 00
0437619620 03 04/01/04 0
1260007753 O 03/01/34
0
9178414 N67/U56 F 377,000.00 ZZ
360 376,733.92 1
7.750 2,700.87 95
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CHICAGO IL 60607 1 02/26/04 10
0437619638 01 04/01/04 35
3261006839 O 03/01/34
0
9178416 N67/U56 F 350,000.00 ZZ
180 348,731.08 1
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RENO NV 89509 5 02/19/04 00
0437619646 05 04/01/04 0
1260007754 O 03/01/19
0
9178418 N67/U56 F 192,850.00 ZZ
360 192,699.56 1
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7.000 1,315.58
CAROL STREAM IL 60188 1 02/19/04 10
0437619653 05 04/01/04 35
3261006840 O 03/01/34
0
9178420 N67/U56 F 137,000.00 ZZ
360 137,000.00 1
6.375 727.81 89
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RENO NV 89506 5 02/11/04 10
0437619661 03 04/01/04 30
1260007757 O 03/01/34
0
1
9178422 N67/U56 F 157,200.00 ZZ
360 157,094.52 1
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STREAMWOOD IL 60107 1 02/23/04 10
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3261006865 O 03/01/34
0
9178424 N67/U56 F 124,950.00 ZZ
360 124,609.30 1
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ORLANDO FL 32820 1 12/19/03 01
0437619687 03 02/01/04 35
1165003506 O 01/01/34
0
9178426 N67/U56 F 86,400.00 ZZ
360 86,319.98 1
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CHAMBERSBURG PA 17201 5 02/19/04 00
0437619695 05 04/01/04 0
3261006873 O 03/01/34
0
9178428 N67/U56 F 64,000.00 ZZ
360 63,844.72 2
7.125 431.18 80
6.875 431.18
AKRON OH 43314 1 12/10/03 00
0437619703 05 02/01/04 0
1165003509 O 01/01/34
0
9178430 N67/U56 F 82,000.00 ZZ
360 81,922.19 1
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HAWLEY PA 18428 2 02/20/04 00
0437619711 05 04/01/04 0
3261006903 O 03/01/34
0
9178434 N67/U56 F 169,100.00 ZZ
360 168,721.14 1
1
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BELLEVILLE IL 62223 1 12/15/03 10
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1165003574 O 01/01/34
0
9178436 N67/U56 F 80,750.00 ZZ
360 80,695.82 1
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HARVEY IL 60426 1 02/27/04 10
0437619737 05 04/01/04 35
3262007954 O 03/01/34
0
9178438 N67/U56 F 145,250.00 ZZ
360 144,916.38 1
7.375 1,003.21 95
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MECHANICSBURG PA 17055 1 12/23/03 10
0437619745 05 02/01/04 35
1165003633 O 01/01/34
0
9178440 N67/U56 F 167,200.00 ZZ
360 166,931.79 1
7.125 1,126.46 95
6.875 1,126.46
KISSIMMEE FL 34747 1 01/27/04 10
0437619752 03 03/01/04 35
3255005352 O 02/01/34
0
9178442 N67/U56 F 204,250.00 ZZ
360 203,769.10 1
7.250 1,393.35 95
7.000 1,393.35
COOKEVILLE TN 38501 1 12/30/03 01
0437619760 05 02/01/04 35
1165003648 O 01/01/34
0
9178444 N67/U56 F 114,900.00 ZZ
360 114,728.92 1
7.500 803.40 95
7.250 803.40
HOUSTON TX 77044 1 01/15/04 01
0437619778 03 03/01/04 35
1
3255005357 O 02/01/34
0
9178450 N67/U56 F 110,700.00 ZZ
360 110,419.38 1
6.875 727.23 90
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SAINT. LOUIS MO 63116 5 12/19/03 10
0437619786 05 02/01/04 30
1165003649 O 01/01/34
0
9178452 N67/U56 F 116,250.00 ZZ
360 116,161.54 1
7.375 802.91 75
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OAKLAND PARK FL 33334 5 02/03/04 00
0437619794 05 04/01/04 0
3255005370 N 03/01/34
0
9178486 N67/U56 F 153,840.00 ZZ
360 153,643.13 1
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MIAMI FL 33189 1 01/30/04 01
0437619802 05 03/01/04 25
3255005385 N 02/01/34
0
9178488 N67/U56 F 327,750.00 ZZ
360 327,184.03 1
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CLEAR SPRING MD 21722 1 01/09/04 01
0437619810 05 03/01/04 35
1165003655 O 02/01/34
0
9178526 N67/U56 F 316,500.00 ZZ
360 315,636.98 1
6.500 2,000.50 90
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CARY IL 60013 2 12/29/03 10
0437619828 03 02/01/04 30
1165003666 O 01/01/34
0
1
9178532 N67/U56 F 146,800.00 ZZ
360 146,436.90 1
7.000 976.67 80
6.750 976.67
OLATHE KS 66062 1 12/29/03 00
0437619844 05 02/01/04 0
1165003691 O 01/01/34
0
9178534 N67/U56 F 63,000.00 ZZ
360 62,901.41 1
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TAMARAC FL 33319 5 01/23/04 00
0437619851 01 03/01/04 0
3255005397 O 02/01/34
0
9178536 N67/U56 F 114,300.00 ZZ
360 109,123.79 1
7.625 809.01 90
7.375 809.01
EAST LIVERPOOL OH 43920 5 12/31/03 10
0437619877 05 03/01/04 30
1165003705 O 02/01/34
0
9178538 N67/U56 F 139,500.00 ZZ
360 139,247.10 1
6.500 881.73 90
6.250 881.73
ALTAMONTE SPRIN FL 32701 5 01/28/04 10
0437619885 05 03/01/04 30
3255005399 O 02/01/34
0
9178540 N67/U56 F 333,700.00 ZZ
360 333,700.00 1
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AURORA CO 80016 2 01/26/04 00
0437619893 03 03/01/04 0
1165003722 O 02/01/34
0
9178542 K60/G01 F 50,000.00 ZZ
360 49,966.45 1
8.000 366.88 100
7.750 366.88
1
MEMPHIS TN 38114 1 02/27/04 23
0437544307 05 04/01/04 0
86921 N 03/01/34
0
9178544 N67/U56 F 119,557.00 ZZ
360 119,383.39 1
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TAMPA FL 33635 1 01/27/04 01
0437619901 03 03/01/04 35
3255005404 O 02/01/34
0
9178546 N67/U56 F 300,000.00 ZZ
360 299,481.96 1
6.750 1,945.80 70
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APLHARETTA GA 30022 5 01/05/04 00
0437619919 05 03/01/04 0
1165003723 O 02/01/34
0
9178548 N67/U56 F 204,250.00 ZZ
360 203,888.60 1
6.625 1,307.84 95
6.375 1,307.84
LAS VEGAS NV 89143 1 01/28/04 01
0437619927 03 03/01/04 35
3255005406 O 02/01/34
0
9178552 N67/U56 F 103,550.00 ZZ
360 103,391.94 1
7.375 715.19 95
7.125 715.19
FLORISSANT MO 63033 1 02/04/04 10
0437619935 05 03/01/04 35
1165003742 O 02/01/34
0
9178554 N67/U56 F 90,000.00 ZZ
360 89,881.48 1
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JENKINSBURG GA 30234 5 02/06/04 00
0437619943 05 04/01/04 0
3255005417 O 03/01/34
0
1
9178556 N67/U56 F 426,000.00 ZZ
360 425,365.71 1
7.500 2,978.66 95
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ORLAND PARK IL 60467 1 01/07/04 10
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1165003744 O 02/01/34
0
9178558 N67/U56 F 124,050.00 ZZ
360 123,855.87 1
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DELTONA FL 32725 1 02/03/04 10
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3255005418 O 02/01/34
0
9178560 N67/U56 F 104,500.00 ZZ
360 104,348.25 1
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GRAND JUNCTION TN 38039 1 01/23/04 10
0437619976 05 03/01/04 35
1165003773 O 02/01/34
0
9178562 N67/U56 F 158,967.00 ZZ
360 158,724.33 1
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CLERMONT FL 34711 1 01/29/04 10
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3255005437 O 02/01/34
0
9178564 N67/U56 F 85,000.00 ZZ
360 84,826.25 1
5.875 502.81 40
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EDMOND OK 73003 1 01/26/04 00
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9178566 N67/U56 F 280,000.00 ZZ
360 279,631.28 1
1
4.500 1,418.72 60
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ATLANTA GA 30306 5 02/09/04 00
0437620008 05 04/01/04 0
3255005438 O 03/01/34
0
9178570 N67/U56 F 63,000.00 ZZ
360 62,903.82 1
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CLEVELAND OH 44105 5 01/12/04 00
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9178572 N67/U56 F 218,500.00 ZZ
360 218,341.86 1
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MARGATE FL 33063 1 02/13/04 10
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3255005440 O 03/01/34
0
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JEFFERSON WI 53549 5 02/05/04 10
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HOMESTEAD FL 33033 1 01/27/04 01
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0
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LAPORTE IN 46350 5 01/14/04 00
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1
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0
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EL PASO TX 79907 1 01/30/04 10
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3255005448 O 02/01/34
0
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360 157,919.48 1
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LEESBURG FL 34748 1 01/30/04 10
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JACKSONVILLE FL 32259 1 02/06/04 10
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SEATTLE WA 98136 5 01/15/04 00
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SAINT CLOUD FL 34771 1 02/10/04 10
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1
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RIVERVIEW FL 33569 1 01/29/04 01
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PLANO TX 75025 1 02/19/04 00
0437620131 05 04/01/04 0
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0
9178606 N67/U56 F 47,400.00 ZZ
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ORLANDO FL 32839 1 02/17/04 10
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3255005543 O 03/01/34
0
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LAWTON OK 73501 2 02/17/04 01
0437620156 05 04/01/04 25
1162003463 O 03/01/34
0
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NEWARK NJ 07107 1 02/19/04 10
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LAS VEGAS NV 89148 1 02/02/04 01
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1162003506 O 03/01/34
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MYRTLE BEACH SC 29577 5 02/18/04 00
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LITTLETON CO 80128 5 02/17/04 00
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SPARTANBURG SC 29301 5 02/20/04 00
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MILWAUKEE WI 53225 5 02/12/04 11
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IRMO SC 29063 1 02/20/04 01
0437620222 05 04/01/04 40
3254011341 O 03/01/34
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1
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HENDERSON NV 89014 5 02/13/04 11
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ORLANDO FL 32835 1 02/20/04 11
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CHAPIN SC 29036 5 11/21/03 00
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BEACH PARK IL 60083 1 01/30/04 10
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PHOENIX AZ 85017 1 02/05/04 10
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KNIGHTDALE NC 27545 1 02/20/04 00
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MT PLEASANT SC 29464 5 02/19/04 00
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VIENNA VA 22181 5 02/23/04 00
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NORTHFIELD MN 55057 5 11/24/03 11
0437634694 05 01/01/04 25
4000003764 O 12/01/33
0
9215220 F09/U56 F 120,000.00 ZZ
360 119,612.73 1
7.125 808.46 79
6.875 808.46
DOUGLASVILLE GA 30135 5 11/10/03 00
0437631328 05 01/01/04 0
4000005448 O 12/01/33
0
9215224 F09/U56 F 174,000.00 ZZ
360 173,410.23 1
6.875 1,143.06 80
6.625 1,143.06
DENVER CO 80249 1 11/10/03 00
0437631336 05 01/01/04 0
4000005621 O 12/01/33
0
9215232 F09/U56 F 328,000.00 ZZ
360 327,105.64 1
6.500 2,073.18 80
6.250 2,073.18
DUXBURY MA 02332 1 12/05/03 00
0437631344 05 02/01/04 0
1
4000006338 O 01/01/34
0
9215236 F09/U56 F 275,000.00 ZZ
180 271,067.63 1
5.625 2,265.27 65
5.375 2,265.27
BRONX NY 10469 2 11/17/03 00
0437631351 05 01/01/04 0
4000006668 O 12/01/18
0
9215240 F09/U56 F 339,800.00 ZZ
360 338,938.66 1
6.875 2,232.24 80
6.625 2,232.24
ELMONT NY 11003 2 12/08/03 00
0437631369 05 02/01/04 0
4000007075 O 01/01/34
0
9215246 F09/U56 F 193,500.00 ZZ
360 192,827.95 1
6.750 1,255.04 90
6.500 1,255.04
CHANDLER AZ 85248 5 11/10/03 12
0437634710 05 01/01/04 25
4000007206 O 12/01/33
0
9215258 F09/U56 F 216,000.00 ZZ
360 215,206.25 1
6.625 1,383.07 90
6.375 1,383.07
SILVER SPRING MD 20906 1 11/10/03 12
0437634728 05 01/01/04 30
4000012057 O 12/01/33
0
9215264 F09/U56 F 411,000.00 ZZ
180 406,828.19 2
6.250 3,524.01 60
6.000 3,524.01
BROOKLYN NY 11229 5 12/12/03 00
0437631393 05 02/01/04 0
4000012438 O 01/01/19
0
1
9215268 F09/U56 F 248,000.00 ZZ
360 247,786.48 1
6.750 1,608.52 80
6.500 1,608.52
FARIBAULT MN 55021 5 02/06/04 00
0437631401 05 04/01/04 0
4000012633 O 03/01/34
0
9215272 F09/U56 F 148,750.00 T
180 146,666.91 1
5.875 1,245.22 70
5.625 1,245.22
DULUTH GA 30096 1 11/26/03 00
0437631419 03 01/01/04 0
4000012772 O 12/01/18
0
9215278 F09/U56 F 181,500.00 ZZ
360 180,910.20 1
7.125 1,222.80 79
6.875 1,222.80
SAINT PETERS MO 63376 5 12/03/03 00
0437631427 05 02/01/04 0
4000012814 O 01/01/34
0
9215282 F09/U56 F 139,000.00 ZZ
360 138,599.09 1
6.250 855.85 74
6.000 855.85
PEQUOT LAKES MN 56472 5 12/19/03 00
0437631435 05 02/01/04 0
4000013245 O 01/01/34
0
9215286 F09/U56 F 256,752.00 ZZ
360 256,085.09 1
6.750 1,665.29 90
6.500 1,665.29
AURORA CO 80015 1 12/08/03 12
0437634736 03 02/01/04 25
4000013797 O 01/01/34
0
9215290 F09/U56 F 80,000.00 ZZ
180 79,724.91 1
6.000 675.09 79
5.750 675.09
1
DEXTER MO 63841 5 02/03/04 00
0437631443 05 04/01/04 0
4000013813 O 03/01/19
0
9215298 F09/U56 F 112,800.00 ZZ
360 112,609.92 2
6.875 741.02 80
6.625 741.02
NEWBURGH NY 12550 1 01/26/04 00
0437631468 05 03/01/04 0
4000014289 O 02/01/34
0
9215302 F09/U56 F 353,500.00 ZZ
360 352,301.80 3
6.875 2,322.25 70
6.625 2,322.25
OZONE PARK NY 11416 5 12/01/03 00
0437631476 05 01/01/04 0
4000014462 O 12/01/33
0
9215314 F09/U56 F 182,000.00 ZZ
180 180,093.13 1
5.875 1,523.56 69
5.625 1,523.56
NORTH BRANCH MN 55056 5 12/10/03 00
0437631500 05 02/01/04 0
4000015589 O 01/01/19
0
9215318 F09/U56 F 150,000.00 ZZ
360 149,600.76 3
6.625 960.47 60
6.375 960.47
HARTFORD CT 06105 5 12/19/03 00
0437631518 05 02/01/04 0
4000015700 N 01/01/34
0
9215322 F09/U56 F 277,000.00 ZZ
360 276,262.74 2
6.625 1,773.67 46
6.375 1,773.67
ARLINGTON MA 02474 5 12/10/03 00
0437631526 05 02/01/04 0
4000015986 O 01/01/34
0
1
9215326 F09/U56 F 109,250.00 ZZ
360 108,861.24 1
6.625 699.54 95
6.375 699.54
NEWBURGH NY 12550 1 11/21/03 11
0437634751 05 01/01/04 30
4000016165 O 12/01/33
0
9215330 F09/U56 F 64,800.00 ZZ
180 64,586.52 1
6.500 564.48 80
6.250 564.48
CHALMETTE LA 70043 5 02/06/04 00
0437631534 05 04/01/04 0
4000016173 O 03/01/19
0
9215334 F09/U56 F 160,000.00 ZZ
360 159,471.53 1
6.000 959.29 41
5.750 959.29
WASHINGTON DC 20010 5 11/26/03 00
0437631542 09 02/01/04 0
4000016211 O 01/01/34
0
9215338 F09/U56 F 93,000.00 ZZ
360 92,660.98 1
6.500 587.82 43
6.250 587.82
COON RAPIDS MN 55448 5 11/20/03 00
0437631559 05 01/01/04 0
4000016825 O 12/01/33
0
9215342 F09/U56 F 300,000.00 ZZ
360 299,220.18 2
6.750 1,945.79 80
6.500 1,945.79
FRAMINGHAM MA 01701 5 12/16/03 00
0437631567 05 02/01/04 0
4000016858 O 01/01/34
0
9215346 F09/U56 F 136,000.00 ZZ
360 135,781.83 1
1
7.125 916.26 80
6.875 916.26
MINNEAPOLIS MN 55412 5 01/21/04 00
0437631575 05 03/01/04 0
4000016935 O 02/01/34
0
9215350 F09/U56 F 112,000.00 ZZ
360 111,490.28 1
6.500 707.92 70
6.250 707.92
ORLANDO FL 32824 1 12/10/03 00
0437631583 03 02/01/04 0
4000017287 O 01/01/34
0
9215354 F09/U56 F 233,000.00 ZZ
360 232,364.66 3
6.500 1,472.72 43
6.250 1,472.72
BROOKLYN NY 11216 5 12/02/03 00
0437631591 05 02/01/04 0
4000017538 O 01/01/34
0
9215360 F09/U56 F 56,000.00 ZZ
360 55,819.28 4
7.125 377.28 66
6.875 377.28
BATON ROUGE LA 70820 5 11/25/03 00
0437631609 05 01/01/04 0
4000018076 N 12/01/33
0
9215366 F09/U56 F 140,850.00 ZZ
180 138,958.86 1
6.375 1,217.30 90
6.125 1,217.30
FRANKFORT ME 04438 5 11/24/03 01
0437631617 05 01/01/04 25
4000018164 O 12/01/18
0
9215370 F09/U56 F 357,000.00 ZZ
360 356,095.05 2
6.875 2,345.24 80
6.625 2,345.24
NELSONVILLE NY 10516 1 12/17/03 00
0437631625 05 02/01/04 0
1
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0
9215376 F09/U56 F 111,000.00 ZZ
360 110,697.32 1
6.500 701.60 70
6.250 701.60
LAUREL MD 20707 5 12/08/03 00
0437631633 01 02/01/04 0
4000019078 O 01/01/34
0
9215380 F09/U56 F 108,250.00 ZZ
360 108,067.58 1
6.875 711.13 90
6.625 711.13
DAVENPORT FL 33837 1 01/20/04 10
0437634769 05 03/01/04 25
4000019104 O 02/01/34
0
9215384 F09/U56 F 120,000.00 ZZ
360 119,672.76 1
6.500 758.49 71
6.250 758.49
LAKE ELSINORE CA 92530 5 12/18/03 00
0437631641 05 02/01/04 0
4000019172 O 01/01/34
0
9215388 F09/U56 F 180,000.00 ZZ
360 179,845.02 1
6.750 1,167.48 80
6.500 1,167.48
NEW BRITAIN CT 06052 5 02/23/04 00
0437631658 05 04/01/04 0
4000019360 O 03/01/34
0
9215392 F09/U56 F 357,000.00 ZZ
360 356,049.83 1
6.625 2,285.92 78
6.375 2,285.92
NEWBURY MA 01951 1 12/19/03 00
0437631674 05 02/01/04 0
4000019578 O 01/01/34
0
1
9215402 F09/U56 F 322,700.00 ZZ
360 320,971.06 1
6.750 2,093.02 85
6.500 2,093.02
QUINCY MA 02169 5 12/15/03 01
0437631682 05 02/01/04 12
4000020686 O 01/01/34
0
9215408 F09/U56 F 276,250.00 ZZ
360 275,749.17 2
6.500 1,746.09 85
6.250 1,746.09
BRONX NY 10452 1 01/22/04 01
0437631708 05 03/01/04 17
4000020827 O 02/01/34
0
9215412 F09/U56 F 60,000.00 ZZ
360 59,855.21 4
7.125 404.23 19
6.875 404.23
BROOKLYN NY 11221 5 12/22/03 00
0437631716 05 02/01/04 0
4000021095 N 01/01/34
0
9215424 F09/U56 F 114,500.00 ZZ
360 114,062.01 1
6.250 705.00 87
6.000 705.00
DANDRIDGE TN 37725 5 11/28/03 12
0437634785 05 01/01/04 25
4000021695 O 12/01/33
0
9215430 F09/U56 F 300,000.00 ZZ
360 299,722.14 1
6.375 1,871.61 45
6.125 1,871.61
SAN DIEGO CA 92111 5 02/09/04 00
0437631740 01 04/01/04 0
4000022324 O 03/01/34
0
9215436 F09/U56 F 212,000.00 ZZ
360 211,817.47 2
6.750 1,375.03 80
6.500 1,375.03
1
BRONX NY 10460 1 02/25/04 00
0437631757 05 04/01/04 0
4000022386 O 03/01/34
0
9215442 F09/U56 F 215,000.00 ZZ
360 214,413.73 1
6.500 1,358.95 57
6.250 1,358.95
CHESTERFIELD MO 63005 5 12/04/03 00
0437631765 03 02/01/04 0
4000022532 O 01/01/34
0
9215448 F09/U56 F 36,000.00 ZZ
180 35,626.77 1
6.000 303.79 60
5.750 303.79
ALVA OK 73717 1 12/11/03 00
0437631773 05 02/01/04 0
4000022980 N 01/01/19
0
9215452 F09/U56 F 277,400.00 ZZ
360 276,388.72 1
6.500 1,753.36 95
6.250 1,753.36
BROOKFILED MA 01506 1 11/28/03 01
0437631781 05 01/01/04 30
4000023008 O 12/01/33
0
9215456 F09/U56 F 150,000.00 T
360 149,600.76 1
6.625 960.47 70
6.375 960.47
NARRAGANSETT RI 02822 5 12/09/03 00
0437631799 05 02/01/04 0
4000023056 O 01/01/34
0
9215462 F09/U56 F 120,000.00 ZZ
360 119,782.43 1
6.500 758.49 30
6.250 758.49
WASHINGTON DC 20010 5 01/16/04 00
0437631807 05 03/01/04 0
4000023242 O 02/01/34
0
1
9215468 F09/U56 F 220,500.00 ZZ
360 220,128.44 3
6.875 1,448.53 70
6.625 1,448.53
BILLERICA MA 01821 5 01/29/04 00
0437631815 05 03/01/04 0
4000023901 O 02/01/34
0
9215474 F09/U56 F 227,000.00 ZZ
360 226,350.46 1
6.250 1,397.68 79
6.000 1,397.68
CLINTON CORNERS NY 12514 5 12/17/03 00
0437631831 05 02/01/04 0
4000024271 O 01/01/34
0
9215486 F09/U56 F 100,000.00 ZZ
180 99,648.75 1
5.750 830.42 73
5.500 830.42
CASCADE MT 59421 2 02/12/04 00
0437631856 05 04/01/04 0
4000024613 O 03/01/19
0
9215492 F09/U56 F 260,000.00 ZZ
360 259,291.03 1
6.500 1,643.38 80
6.250 1,643.38
ANN ARBOR MI 48108 1 12/19/03 00
0437631864 05 02/01/04 0
4000024664 O 01/01/34
0
9215498 F09/U56 F 254,000.00 ZZ
360 253,255.57 1
6.125 1,543.34 80
5.875 1,543.34
BRAINERD MN 56401 5 12/23/03 00
0437631872 05 02/01/04 0
4000024871 O 01/01/34
0
9215514 F09/U56 F 272,000.00 ZZ
360 271,506.87 1
1
6.500 1,719.23 80
6.250 1,719.23
COMMERCE GA 30529 2 01/14/04 00
0437631898 05 03/01/04 0
4000025036 O 02/01/34
0
9215526 F09/U56 F 150,000.00 ZZ
360 149,734.57 1
6.625 960.47 90
6.375 960.47
STAUNTON VA 24401 1 01/29/04 11
0437634801 05 03/01/04 25
4000025677 O 02/01/34
0
9215536 F09/U56 F 207,417.00 T
360 206,851.41 1
6.500 1,311.02 83
6.250 1,311.02
NARRAGANSETT RI 02882 1 12/29/03 11
0437634819 05 02/01/04 12
4000025689 O 01/01/34
0
9215542 F09/U56 F 122,430.00 ZZ
360 122,134.52 1
7.125 824.84 80
6.875 824.84
ST CHARLES MO 63304 5 12/31/03 00
0437631914 03 02/01/04 0
4000026028 O 01/01/34
0
9215550 F09/U56 F 391,200.00 ZZ
360 390,133.29 2
6.500 2,472.65 80
6.250 2,472.65
EAST ELMHURST NY 11368 1 12/12/03 00
0437631922 05 02/01/04 0
4000026131 O 01/01/34
0
9215556 F09/U56 F 179,000.00 ZZ
180 177,765.92 1
6.000 1,510.50 60
5.750 1,510.50
CANTON OH 44718 5 01/26/04 00
0437631930 05 03/01/04 0
1
4000026437 O 02/01/19
0
9215562 F09/U56 F 270,000.00 ZZ
360 268,988.09 1
6.000 1,618.79 70
5.750 1,618.79
HEMPSTEAD NY 11550 5 12/15/03 00
0437631948 05 02/01/04 0
4000026452 O 01/01/34
0
9215568 F09/U56 F 161,600.00 ZZ
360 161,131.64 1
6.625 1,034.75 80
6.375 1,034.75
COTTAGE GROVE MN 55016 5 12/18/03 00
0437631955 05 02/01/04 0
4000026544 O 01/01/34
0
9215572 F09/U56 F 288,000.00 ZZ
360 287,135.57 1
6.000 1,726.71 90
5.750 1,726.71
LAURELTON NY 11413 5 12/23/03 12
0437634827 09 02/01/04 25
4000026557 O 01/01/34
0
9215578 F09/U56 F 105,000.00 ZZ
360 104,702.53 1
6.625 672.33 70
6.375 672.33
OSCEOLA WI 54020 5 12/16/03 00
0437631963 05 02/01/04 0
4000026592 O 01/01/34
0
9215584 F09/U56 F 388,000.00 ZZ
360 387,279.35 1
6.375 2,420.62 80
6.125 2,420.62
LAS VEGAS NV 89149 5 01/21/04 00
0437631971 05 03/01/04 0
4000026698 O 02/01/34
0
1
9215592 F09/U56 F 300,000.00 ZZ
360 299,429.20 2
6.250 1,847.16 76
6.000 1,847.16
RESEDA AREA CA 91335 5 01/07/04 00
0437631989 05 03/01/04 0
4000026988 O 02/01/34
0
9215598 F09/U56 F 300,000.00 ZZ
360 299,456.13 1
6.500 1,896.20 75
6.250 1,896.20
SHREWSBURY MA 01545 5 01/21/04 00
0437631997 05 03/01/04 0
4000027101 O 02/01/34
0
9215604 F09/U56 F 90,250.00 ZZ
360 90,097.92 1
6.875 592.88 95
6.625 592.88
NEW IBERIA LA 70563 5 01/09/04 11
0437634843 05 03/01/04 25
4000027421 O 02/01/34
0
9215610 F09/U56 F 48,000.00 ZZ
360 47,922.99 1
7.125 323.39 80
6.875 323.39
NEW IBERIA LA 70563 2 01/09/04 00
0437632003 05 03/01/04 0
4000027427 N 02/01/34
0
9215616 F09/U56 F 46,875.00 ZZ
360 46,756.16 1
6.875 307.94 74
6.625 307.94
PONTIAC MI 48342 5 12/30/03 00
0437632011 05 02/01/04 0
4000027470 O 01/01/34
0
9215622 F09/U56 F 292,000.00 ZZ
360 291,470.63 2
6.500 1,845.64 80
6.250 1,845.64
1
LYNN MA 01905 5 01/06/04 00
0437632029 05 03/01/04 0
4000027564 O 02/01/34
0
9215628 F09/U56 F 75,000.00 ZZ
180 74,499.17 1
6.375 648.19 56
6.125 648.19
BANGOR PA 18013 5 01/15/04 00
0437632037 05 03/01/04 0
4000027738 O 02/01/19
0
9215634 F09/U56 F 94,000.00 ZZ
360 93,829.60 1
6.500 594.14 30
6.250 594.14
CINCINNATI OH 45238 5 02/02/04 00
0437632045 05 03/01/04 0
4000027871 O 02/01/34
0
9215652 F09/U56 F 50,000.00 ZZ
300 49,465.93 1
6.625 341.52 37
6.375 341.52
PEN ARGYL PA 18072 5 01/20/04 00
0437632078 05 03/01/04 0
4000028227 O 02/01/29
0
9215658 F09/U56 F 252,500.00 ZZ
360 252,042.24 1
6.500 1,595.97 63
6.250 1,595.97
WESTMINSTER CA 92683 5 01/22/04 00
0437632086 05 03/01/04 0
4000028246 N 02/01/34
0
9215714 F09/U56 F 290,700.00 ZZ
360 290,198.03 2
6.750 1,885.47 95
6.500 1,885.47
FAR ROCKAWAY NY 11698 1 01/07/04 12
0437634850 05 03/01/04 30
4000028784 O 02/01/34
0
1
9215720 F09/U56 F 192,000.00 ZZ
180 191,318.44 1
5.625 1,581.56 80
5.375 1,581.56
FIRTH NE 68358 5 01/30/04 00
0437632136 05 04/01/04 0
4000028915 O 03/01/19
0
9215724 F09/U56 F 225,000.00 ZZ
180 222,642.62 1
5.875 1,883.52 75
5.625 1,883.52
SAINT PAUL MN 55108 5 12/22/03 00
0437632144 05 02/01/04 0
4000029011 O 01/01/19
0
9215730 F09/U56 F 69,400.00 ZZ
360 69,283.05 1
6.875 455.91 78
6.625 455.91
UDALL KS 67146 5 12/30/03 00
0437632151 05 03/01/04 0
4000029199 O 02/01/34
0
9215738 F09/U56 F 95,000.00 ZZ
180 94,365.62 1
6.375 821.04 72
6.125 821.04
OLD MONROE MO 63369 5 01/21/04 00
0437632169 05 03/01/04 0
4000029468 O 02/01/19
0
9215742 F09/U56 F 333,700.00 ZZ
360 333,049.66 1
6.125 2,027.60 73
5.875 2,027.60
RAMONA CA 92065 5 01/20/04 00
0437632177 03 03/01/04 0
4000029534 O 02/01/34
0
9215750 F09/U56 F 72,400.00 ZZ
360 72,271.89 1
1
6.625 463.59 80
6.375 463.59
NEW ORLEANS LA 70122 1 01/29/04 00
0437632185 05 03/01/04 0
4000029665 O 02/01/34
0
9215756 F09/U56 F 142,400.00 ZZ
360 142,148.04 1
6.625 911.80 80
6.375 911.80
FELTON DE 19943 5 01/23/04 00
0437632193 05 03/01/04 0
4000029913 O 02/01/34
0
9215760 F09/U56 F 420,000.00 ZZ
360 418,986.40 2
7.125 2,829.62 80
6.875 2,829.62
QUINCY MA 02170 5 12/29/03 00
0437632201 05 02/01/04 0
4000029949 O 01/01/34
0
9215766 F09/U56 F 116,800.00 ZZ
360 116,612.63 1
7.125 786.91 80
6.875 786.91
MIAMI FL 33141 1 01/15/04 00
0437632219 01 03/01/04 0
4000029977 N 02/01/34
0
9215774 F09/U56 F 256,000.00 ZZ
360 255,784.93 1
6.875 1,681.74 79
6.625 1,681.74
ROCKVILLE MD 20853 5 02/06/04 00
0437632235 05 04/01/04 0
4000030114 O 03/01/34
0
9215778 F09/U56 F 108,000.00 ZZ
360 107,822.42 1
7.000 718.53 80
6.750 718.53
O'FALLON MO 63366 5 01/07/04 00
0437632243 05 03/01/04 0
1
4000030209 O 02/01/34
0
9215784 F09/U56 F 321,500.00 ZZ
360 321,209.36 2
6.500 2,032.10 79
6.250 2,032.10
REVERE MA 02151 1 02/13/04 00
0437632250 05 04/01/04 0
4000030273 O 03/01/34
0
9215802 F09/U56 F 154,000.00 ZZ
180 152,949.49 2
6.125 1,309.96 66
5.875 1,309.96
ST PAUL MN 55106 2 01/08/04 00
0437632276 05 03/01/04 0
4000030807 N 02/01/19
0
9215810 F09/U56 F 144,000.00 ZZ
180 143,017.70 2
6.125 1,224.90 62
5.875 1,224.90
SAINT PAUL MN 55119 2 01/08/04 00
0437632284 05 03/01/04 0
4000030817 N 02/01/19
0
9215814 624/U57 F 200,000.00 ZZ
360 200,000.00 1
6.000 1,199.10 58
5.750 1,199.10
SAN DIEGO CA 92139 5 03/01/04 00
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4000035610 O 03/01/34
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OTSEGO MI 49078 1 01/23/04 00
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0
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360 374,684.95 1
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0
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180 71,762.80 1
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XXXX XXXXX XX 00000 5 02/24/04 11
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0
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360 339,685.09 4
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0
1
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360 167,059.54 1
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0
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360 364,685.74 1
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0
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0
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360 338,878.15 1
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0437633274 03 04/01/04 0
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0
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360 37,268.67 2
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0
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360 223,792.53 1
1
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0
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180 252,537.91 3
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0
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360 112,892.78 1
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0
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360 93,521.36 1
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0437633332 05 04/01/04 0
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0
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360 148,858.62 1
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0
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360 35,967.46 1
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XXXX XX 00000 1 02/12/04 00
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1
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0
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0437633365 05 04/01/04 0
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0
9216364 F09/U56 F 150,000.00 ZZ
360 149,843.39 1
5.750 875.36 63
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0
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360 100,713.21 2
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XXX XXXXXXX XX 00000 5 02/16/04 00
0437633399 05 04/01/04 0
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0
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180 134,505.40 1
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0
9216376 F09/U56 F 192,600.00 ZZ
360 192,434.18 1
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0437635139 05 04/01/04 25
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0
1
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360 123,191.22 1
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0437633423 05 04/01/04 0
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0
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360 55,951.79 1
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6.500 363.21
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0437633431 05 04/01/04 0
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0
9216398 F09/U56 F 82,450.00 ZZ
360 82,371.77 1
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0
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360 80,423.61 1
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XX. XXXXX XX 00000 5 02/19/04 00
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0
9216408 F09/U56 F 290,700.00 ZZ
360 290,449.72 2
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XXX XXXXXXXX XX 00000 1 02/18/04 12
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0
9216494 F09/U56 F 56,000.00 ZZ
360 55,952.94 1
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1
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0
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360 219,815.18 1
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0
9216504 F09/U56 F 124,700.00 ZZ
360 124,595.24 1
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0
9216510 F09/U56 F 92,700.00 ZZ
360 92,622.11 1
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0
9216514 F09/U56 F 124,800.00 ZZ
360 124,692.54 1
6.750 809.46 80
6.500 809.46
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0
9216516 F09/U56 F 51,750.00 ZZ
360 51,706.51 1
6.875 339.97 90
6.625 339.97
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0437635188 05 04/01/04 25
4000051937 O 03/01/34
0
1
9216522 F09/U56 F 130,000.00 ZZ
180 129,523.71 1
5.250 1,045.04 57
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XXX XXXXXXX XX 00000 5 02/11/04 00
0437633514 05 04/01/04 0
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0
9216524 F09/U56 F 185,600.00 T
360 185,444.07 1
6.875 1,219.26 80
6.625 1,219.26
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0437633522 05 04/01/04 0
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0
9216530 F09/U56 F 420,000.00 ZZ
360 419,647.14 1
6.875 2,759.11 75
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0437633530 05 04/01/04 0
4000052310 O 03/01/34
0
9216536 F09/U56 F 100,000.00 ZZ
180 99,648.76 1
5.750 830.41 50
5.500 830.41
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0437633548 05 04/01/04 0
4000052503 O 03/01/19
0
9216540 F09/U56 F 319,000.00 ZZ
360 318,731.99 1
6.875 2,095.61 80
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0437633555 05 04/01/04 0
4000052778 O 03/01/34
0
9216542 F09/U56 F 104,900.00 ZZ
180 104,531.55 1
1
5.750 871.10 60
5.500 871.10
XXXXX XXXX XX 00000 1 02/23/04 00
0437633563 05 04/01/04 0
4000053014 O 03/01/19
0
9216548 F09/U56 F 398,000.00 ZZ
360 398,000.00 1
6.875 2,614.58 61
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0437633571 05 05/01/04 0
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0
9216550 F09/U56 F 327,450.00 ZZ
360 327,139.30 1
6.250 2,016.17 68
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0437633589 05 04/01/04 0
4000053410 O 03/01/34
0
9216554 F09/U56 F 176,000.00 ZZ
360 175,833.01 1
6.250 1,083.66 80
6.000 1,083.66
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0437633597 05 04/01/04 0
4000053810 O 03/01/34
0
9216562 F09/U56 F 328,000.00 ZZ
360 327,703.49 1
6.500 2,073.18 80
6.250 2,073.18
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0437633613 05 04/01/04 0
4000054916 O 03/01/34
0
9216566 F09/U56 F 268,000.00 ZZ
180 267,028.37 1
5.375 2,172.05 80
5.125 2,172.05
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0437633621 03 04/01/04 0
1
4000055021 O 03/01/19
0
9216570 F09/U56 F 87,000.00 ZZ
180 86,516.86 1
5.375 705.10 63
5.125 705.10
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0437633639 05 04/01/04 0
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0
9216578 F09/U56 F 67,500.00 ZZ
360 67,438.98 1
6.500 426.65 90
6.250 426.65
XXXXXXXXXXXX XX 00000 1 02/19/04 01
0437633654 05 04/01/04 25
4000055574 O 03/01/34
0
9216582 F09/U56 F 151,900.00 ZZ
360 151,759.31 1
6.375 947.66 95
6.125 947.66
XXXXXXXXXXXX XX 00000 1 02/27/04 01
0437633662 05 04/01/04 30
4000055703 O 03/01/34
0
9216586 F09/U56 F 550,000.00 ZZ
360 549,478.14 1
6.250 3,386.44 80
6.000 3,386.44
MARINE ON XXXXX XX 00000 1 02/18/04 00
0437633670 05 04/01/04 0
4000055785 O 03/01/34
0
9216590 F09/U56 F 50,000.00 ZZ
360 49,952.56 1
6.250 307.86 45
6.000 307.86
XXXXXXXXXXXX XX 00000 1 02/26/04 00
0437633688 09 04/01/04 0
4000055959 N 03/01/34
0
1
9216600 F09/U56 F 152,000.00 ZZ
360 151,859.21 1
6.375 948.29 80
6.125 948.29
XXXXXXXX XX 00000 5 02/24/04 00
0437633704 05 04/01/04 0
4000057535 O 03/01/34
0
9216604 F09/U56 F 155,000.00 ZZ
240 154,683.94 1
6.500 1,155.64 89
6.250 1,155.64
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0437633712 05 04/01/04 0
4000057949 O 03/01/24
0
9216608 F09/U56 F 68,250.00 ZZ
360 68,250.00 1
6.250 420.23 65
6.000 420.23
XXXXXXXXX XX 00000 5 03/01/04 00
0437633720 05 05/01/04 0
4000058771 N 04/01/34
0
9216612 F09/U56 F 71,250.00 ZZ
360 71,117.67 1
6.375 444.51 83
6.125 444.51
XXXXX XX 00000 5 01/28/04 10
0437635196 05 03/01/04 12
0000000000 O 02/01/34
0
9216616 F09/U56 F 101,070.00 ZZ
360 100,886.75 1
6.500 638.84 90
6.250 638.84
XXXXXXXXXX XX 00000 1 01/30/04 11
0437635204 05 03/01/04 25
4000040726 O 02/01/34
0
9216620 F09/U56 F 256,000.00 ZZ
360 255,762.89 1
6.375 1,597.11 80
6.125 1,597.11
1
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0437633746 09 04/01/04 0
4000040856 O 03/01/34
0
9216624 F09/U56 F 184,500.00 ZZ
360 184,181.39 1
6.750 1,196.67 90
6.500 1,196.67
X'XXXXXX XX 00000 5 01/23/04 01
0437633753 03 03/01/04 25
4000040906 O 02/01/34
0
9216628 F09/U56 F 333,000.00 ZZ
360 332,410.78 1
6.625 2,132.24 68
6.375 2,132.24
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0437633761 05 03/01/04 0
4000040931 O 02/01/34
0
9216632 F09/U56 F 99,200.00 ZZ
360 99,114.59 1
6.750 643.41 80
6.500 643.41
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0437633779 05 04/01/04 0
4000041018 O 03/01/34
0
9216636 F09/U56 F 23,400.00 ZZ
360 23,380.81 1
7.000 155.69 60
6.750 155.69
XXXXXX XX 00000 5 02/09/04 00
0437633787 05 04/01/04 0
4000041078 N 03/01/34
0
9216640 F09/U56 F 31,200.00 ZZ
360 31,174.42 1
7.000 207.58 60
6.750 207.58
XXXXXX XX 00000 5 02/09/04 00
0437633795 05 04/01/04 0
4000041086 N 03/01/34
0
1
9216644 F09/U56 F 192,000.00 ZZ
360 191,804.24 1
5.875 1,135.76 60
5.625 1,135.76
XXXXXXXXXX XX 00000 5 02/10/04 00
0437633803 05 04/01/04 0
4000041171 O 03/01/34
0
9216648 F09/U56 F 112,000.00 ZZ
360 111,815.85 1
7.000 745.14 79
6.750 745.14
XXXXX XXXXXXX XX 00000 5 01/28/04 00
0437633829 05 03/01/04 0
4000041248 O 02/01/34
0
9216652 F09/U56 F 97,200.00 ZZ
360 97,004.11 1
6.875 638.53 80
6.625 638.53
XXXXX XXXXX XX 00000 1 01/30/04 00
0437633837 05 03/01/04 0
4000041364 O 02/01/34
0
9216656 F09/U56 F 122,600.00 ZZ
360 122,480.84 1
6.125 744.93 90
5.875 744.93
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0437635212 05 04/01/04 25
4000041388 O 03/01/34
0
9216660 F09/U56 F 95,000.00 ZZ
180 94,673.34 1
6.000 801.66 60
5.750 801.66
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0437633845 05 04/01/04 0
4000041431 O 03/01/19
0
9216664 F09/U56 F 120,000.00 ZZ
240 119,463.72 1
1
5.750 842.50 48
5.500 842.50
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0437633852 05 03/01/04 0
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0
9216668 F09/U56 F 145,000.00 ZZ
360 144,872.07 1
6.625 928.45 79
6.375 928.45
XX. XXXX XXXX XX 00000 5 02/09/04 00
0437633860 05 04/01/04 0
4000041818 O 03/01/34
0
9216672 F09/U56 F 143,000.00 ZZ
180 142,476.08 1
5.250 1,149.55 64
5.000 1,149.55
XXXXXXXXXXX XX 00000 5 02/20/04 00
0437633878 05 04/01/04 0
4000041882 O 03/01/19
0
9216680 F09/U56 F 228,000.00 T
360 227,586.64 1
6.500 1,441.12 60
6.250 1,441.12
XXXXX XXXXX XX 00000 5 01/30/04 00
0437633894 05 03/01/04 0
4000041922 O 02/01/34
0
9216684 F09/U56 F 222,000.00 ZZ
360 221,587.68 1
6.375 1,384.99 61
6.125 1,384.99
XXXXXXXXX XX 00000 5 01/30/04 00
0437633910 05 03/01/04 0
4000041942 O 02/01/34
0
9216692 F09/U56 F 132,000.00 ZZ
360 131,886.35 1
6.750 856.15 75
6.500 856.15
XXXXXXXXXX XX 00000 5 02/04/04 00
0437633936 05 04/01/04 0
1
4000042052 O 03/01/34
0
9216700 F09/U56 F 158,500.00 ZZ
360 158,205.62 1
6.375 988.83 53
6.125 988.83
XXXXXXXX XXXXX XX 00000 5 01/30/04 00
0437633951 05 03/01/04 0
0000000000 O 02/01/34
0
9216704 F09/U56 F 315,000.00 ZZ
360 314,693.84 1
6.125 1,913.97 61
5.875 1,913.97
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0437633969 09 04/01/04 0
0000000000 O 03/01/34
0
9216708 F09/U56 F 256,325.00 T
180 255,424.67 1
5.750 2,128.55 71
5.500 2,128.55
XXXXXXXXX XX 00000 5 02/06/04 00
0437633977 05 04/01/04 0
4000042350 O 03/01/19
0
9216718 F09/U56 F 159,200.00 ZZ
360 159,062.93 1
6.750 1,032.57 80
6.500 1,032.57
XXXXXXXX XXXXX XX 00000 5 02/04/04 00
0437633993 05 04/01/04 0
4000042579 O 03/01/34
0
9216722 F09/U56 F 61,750.00 ZZ
360 61,698.13 1
6.875 405.65 65
6.625 405.65
XXXXXXXXXXX XX 00000 5 02/04/04 00
0437634009 05 04/01/04 0
4000042723 N 03/01/34
0
1
9216726 F09/U56 F 89,000.00 ZZ
180 88,680.71 1
5.500 727.21 64
5.250 727.21
XXXXX XX 00000 5 02/04/04 00
0437634017 05 04/01/04 0
4000042753 N 03/01/19
0
9216730 F09/U56 F 344,000.00 ZZ
360 343,710.99 1
6.875 2,259.84 80
6.625 2,259.84
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0437634025 05 04/01/04 0
4000042765 O 03/01/34
0
9216734 F09/U56 F 172,000.00 ZZ
360 171,840.69 1
6.375 1,073.06 80
6.125 1,073.06
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0437634033 03 04/01/04 0
4000042921 O 03/01/34
0
9216742 F09/U56 F 279,000.00 ZZ
360 278,765.61 2
6.875 1,832.83 90
6.625 1,832.83
XXXXXXXXX XX 00000 1 02/11/04 12
0437635246 05 04/01/04 25
4000043177 O 03/01/34
0
9216746 F09/U56 F 267,600.00 ZZ
360 267,369.60 1
6.750 1,735.65 95
6.500 1,735.65
XXX XXXXX XX 00000 1 02/11/04 10
0437635253 03 04/01/04 30
0000000000 O 03/01/34
0
9216750 F09/U56 F 194,400.00 ZZ
180 193,031.09 1
5.750 1,614.32 80
5.500 1,614.32
1
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0437634058 05 03/01/04 0
4000043409 O 02/01/19
0
9216754 F09/U56 F 87,000.00 ZZ
360 86,911.30 1
5.875 514.64 80
5.625 514.64
XXXXXXXX XX 00000 2 02/20/04 00
0437634066 05 04/01/04 0
4000043427 O 03/01/34
0
9216760 F09/U56 F 340,000.00 ZZ
360 339,661.53 1
6.000 2,038.47 80
5.750 2,038.47
XXXXXXXX XX 00000 5 02/09/04 00
0437634074 05 04/01/04 0
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0
9216766 F09/U56 F 83,000.00 ZZ
360 82,913.34 1
5.750 484.37 70
5.500 484.37
XXXXXXX XX 00000 2 02/12/04 00
0437634082 01 04/01/04 0
4000043485 O 03/01/34
0
9216772 F09/U56 F 174,000.00 ZZ
180 173,408.04 1
6.125 1,480.09 89
5.875 1,480.09
XXXX XX 00000 5 02/19/04 11
0437635261 05 04/01/04 25
4000043489 O 03/01/19
0
9216776 F09/U56 F 153,000.00 ZZ
360 152,868.27 1
6.750 992.36 90
6.500 992.36
XXXXXXXX XXXXXX XX 00000 5 02/03/04 12
0437635279 05 04/01/04 25
4000043500 O 03/01/34
0
1
9216780 F09/U56 F 42,000.00 ZZ
360 41,965.57 1
7.000 279.43 47
6.750 279.43
XXXXXXXX XX 00000 5 02/06/04 00
0437634090 05 04/01/04 0
4000043525 N 03/01/34
0
9216782 F09/U56 F 313,000.00 ZZ
360 312,717.05 2
6.500 1,978.37 80
6.250 1,978.37
XXXXX XX 00000 5 02/17/04 00
0437634108 05 04/01/04 0
0000000000 O 03/01/34
0
9216786 F09/U56 F 70,400.00 ZZ
360 70,281.36 1
6.875 462.48 80
6.625 462.48
XXXXXX XXXX XX 00000 5 01/30/04 00
0437634116 05 03/01/04 0
4000043798 N 02/01/34
0
9216886 G33/G01 F 118,000.00 ZZ
360 118,000.00 1
7.875 855.58 100
7.625 855.58
XXXXX XX 00000 1 03/17/04 23
0437638786 05 05/01/04 0
804738 N 04/01/34
0
9216966 G33/G01 F 289,000.00 ZZ
360 289,000.00 1
7.875 2,095.45 100
7.625 2,095.45
XXXXX XXXX XX 00000 1 03/23/04 23
0437638620 05 05/01/04 0
804746 O 04/01/34
0
9217062 F09/U56 F 26,000.00 ZZ
180 24,654.57 1
1
6.500 226.49 37
6.250 226.49
XXXXX XXXXX XX 00000 5 11/24/03 00
0437635865 05 01/01/04 0
4000019515 O 12/01/18
0
9217066 F09/U56 F 287,000.00 ZZ
360 285,759.14 1
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XXXXXXX XX 00000 1 03/29/04 10
0420242125 03 05/01/04 20
0420242125 N 04/01/34
0
1
9245418 E22/U57 F 82,800.00 T
360 82,800.00 1
5.875 489.79 90
5.625 489.79
XXXXXXXXXX XX 00000 1 03/29/04 10
0420242877 05 05/01/04 25
0420242877 O 04/01/34
0
9245434 E22/G01 F 136,000.00 ZZ
360 136,000.00 1
6.000 815.39 80
5.750 815.39
XXXXXXXX XX 00000 2 03/23/04 00
0420248718 05 05/01/04 0
0420248718 O 04/01/34
0
9245492 E22/U57 F 112,500.00 ZZ
360 112,500.00 1
8.375 855.08 90
8.125 855.08
XXXXX XX 00000 1 03/29/04 23
0420171084 05 05/01/04 0
0420171084 O 04/01/34
0
9245524 E22/U57 F 90,000.00 ZZ
360 90,000.00 1
7.375 621.61 100
7.125 621.61
XXXXXX XX 00000 1 03/29/04 10
0420079626 05 05/01/04 35
0420079626 N 04/01/34
0
9245526 E22/U57 F 333,000.00 ZZ
360 333,000.00 1
6.375 2,077.49 89
6.125 2,077.49
XXXXXX XXXXX XX 00000 5 03/24/04 04
0420081390 05 05/01/04 25
0420081390 O 04/01/34
0
9245532 E22/U57 F 177,400.00 ZZ
360 177,400.00 1
1
7.125 1,195.18 100
6.875 1,195.18
XXXXXXXX XX 00000 1 03/15/04 10
0420092330 05 05/01/04 35
0420092330 O 04/01/34
0
9245536 E22/U57 F 100,800.00 ZZ
360 100,800.00 1
5.750 588.24 80
5.500 588.24
XXXXXX XX 00000 2 03/24/04 00
0420094526 05 05/01/04 0
0420094526 O 04/01/34
0
9245550 E22/U57 F 260,000.00 ZZ
360 260,000.00 1
6.125 1,579.79 80
5.875 1,579.79
XXXX XXXXXXXXX XX 00000 5 03/15/04 00
0420098584 05 05/01/04 0
0420098584 O 04/01/34
0
9245582 E22/G01 F 295,200.00 ZZ
360 295,200.00 1
5.625 1,699.34 80
5.375 1,699.34
XXXXXX XX 00000 1 03/22/04 00
0420020224 05 05/01/04 0
0420020224 O 04/01/34
0
9245592 E22/U57 F 91,300.00 ZZ
360 91,300.00 1
6.125 554.75 83
5.875 554.75
XXXXXX XXXX XX 00000 5 03/23/04 10
0420029027 05 05/01/04 25
0420029027 O 04/01/34
0
9245636 E22/U57 F 110,000.00 ZZ
360 110,000.00 1
7.750 788.05 100
7.500 788.05
XXXXXXX XXXX XX 00000 1 03/29/04 10
0419935796 05 05/01/04 35
1
0419935796 N 04/01/34
0
9245642 E22/U57 F 115,000.00 ZZ
360 115,000.00 1
7.750 823.87 100
7.500 823.87
XXXXX XXXX XX 00000 1 03/29/04 10
0419935903 05 05/01/04 35
0419935903 N 04/01/34
0
9245652 T76/U56 F 131,200.00 ZZ
360 131,102.63 3
7.500 917.37 80
7.250 917.37
XXX XXXXX XX 00000 5 03/15/04 00
0437645716 05 04/15/04 0
139401120 N 03/15/34
0
9245698 E22/U57 F 117,300.00 ZZ
360 117,300.00 1
7.625 830.24 100
7.375 830.24
XXXXXXXXX XX 00000 1 03/29/04 10
0419955331 05 05/01/04 35
0419955331 N 04/01/34
0
9245728 E22/U57 F 54,900.00 ZZ
180 54,900.00 1
6.500 478.24 100
6.250 478.24
XXXXXXXXX XX 00000 1 03/29/04 10
0419749643 05 05/01/04 35
0419749643 N 04/01/19
0
9245744 E22/U57 F 124,000.00 ZZ
360 124,000.00 1
6.750 804.26 100
6.500 804.26
XXXXXXXXXX XX 00000 1 03/29/04 01
0419792049 05 05/01/04 35
0419792049 O 04/01/34
0
1
9245748 E22/U57 F 164,000.00 ZZ
360 164,000.00 1
5.875 970.12 80
5.625 970.12
XXXXXXX XX 00000 5 03/24/04 00
0419796925 05 05/01/04 0
0419796925 O 04/01/34
0
9245756 E22/U57 F 51,750.00 ZZ
360 51,750.00 1
8.875 411.75 95
8.625 411.75
XXXXXX XX 00000 1 03/26/04 23
0419800669 05 05/01/04 0
0419800669 O 04/01/34
0
9248904 E22/U57 F 60,000.00 ZZ
360 60,000.00 1
7.250 409.31 100
7.000 409.31
XXXXXXX XX 00000 1 03/30/04 01
0420235988 05 05/01/04 35
0420235988 N 04/01/34
0
9248934 E22/U57 F 238,400.00 ZZ
360 238,400.00 2
6.125 1,448.54 77
5.875 1,448.54
CITY XX XXXXXX XX 00000 5 03/25/04 00
0420240640 05 05/01/04 0
0420240640 O 04/01/34
0
9249034 E22/U57 F 165,800.00 ZZ
360 165,800.00 1
7.250 1,131.05 95
7.000 1,131.05
XXXXX XXX XXXXX XX 00000 1 03/24/04 23
0420258501 03 05/01/04 0
0420258501 O 04/01/34
0
9249114 E22/U57 F 66,405.00 ZZ
360 66,405.00 1
8.375 504.73 95
8.125 504.73
1
XXXXXXXX XXXX XX 00000 1 03/29/04 23
0419508882 05 05/01/04 0
0419508882 O 04/01/34
0
9249144 E22/U57 F 88,000.00 T
360 88,000.00 1
5.875 520.55 47
5.625 520.55
XXXXXXXXXXX XX 00000 1 03/30/04 00
0419634241 05 05/01/04 0
0419634241 O 04/01/34
0
9249216 E22/U57 F 387,000.00 ZZ
360 387,000.00 1
7.000 2,574.72 87
6.750 2,574.72
XXXXXXXX XX 00000 5 03/25/04 10
0419696976 05 05/01/04 25
0419696976 O 04/01/34
0
9249290 E22/U57 F 128,000.00 ZZ
360 128,000.00 1
6.750 830.21 80
6.500 830.21
XXX XXXXXXX XX 00000 5 03/25/04 00
0419997382 05 05/01/04 0
0419997382 O 04/01/34
0
9249360 E22/U57 F 153,400.00 ZZ
180 153,400.00 4
5.250 1,233.15 78
5.000 1,233.15
XXXXXXXX XX 00000 2 03/19/04 00
0420027112 05 05/01/04 0
0420027112 O 04/01/19
0
9249456 E22/U57 F 256,500.00 ZZ
360 256,500.00 1
6.500 1,621.25 100
6.250 1,621.25
XXXXXX XX 00000 1 03/24/04 10
0420149718 05 05/01/04 35
0420149718 O 04/01/34
0
1
9249486 E22/U57 F 91,200.00 ZZ
360 91,200.00 1
5.750 532.22 80
5.500 532.22
XXXX XXXXX XX 00000 1 03/29/04 00
0420159683 05 05/01/04 0
0420159683 N 04/01/34
0
9249504 E22/U57 F 269,900.00 ZZ
360 269,900.00 1
8.500 2,075.30 100
8.250 2,075.30
XXXXXXX XX 00000 1 03/30/04 23
0420167264 05 05/01/04 0
0420167264 O 04/01/34
0
9249518 E22/U57 F 633,600.00 ZZ
360 633,600.00 1
6.000 3,798.75 80
5.750 3,798.75
XXXXXX XX 00000 5 03/22/04 00
0420170227 03 05/01/04 0
0420170227 O 04/01/34
0
9249532 E22/U57 F 186,750.00 ZZ
360 186,750.00 3
6.250 1,149.85 90
6.000 1,149.85
XXXXXXXXXX XX 00000 1 03/30/04 01
0420177297 05 05/01/04 25
0420177297 O 04/01/34
0
9249556 E22/U57 F 105,000.00 ZZ
360 105,000.00 1
5.875 621.11 62
5.625 621.11
XXXXXX XX 00000 5 03/25/04 00
0420183782 05 05/01/04 0
0420183782 O 04/01/34
0
9249560 E22/U57 F 83,000.00 ZZ
360 83,000.00 1
1
7.375 573.26 100
7.125 573.26
XXXXXXXXXX XX 00000 1 03/30/04 10
0420183899 05 05/01/04 35
0420183899 N 04/01/34
0
9249636 E22/U57 F 64,000.00 ZZ
360 64,000.00 1
7.250 436.59 100
7.000 436.59
XXXXXXX XX 00000 1 03/30/04 01
0420285074 05 05/01/04 35
0420285074 N 04/01/34
0
9249870 E22/U57 F 144,500.00 ZZ
180 144,500.00 2
6.500 1,258.75 100
6.250 1,258.75
XXXX XXXXXXXXX XX 00000 1 03/22/04 01
0419967856 05 05/01/04 35
0419967856 N 04/01/19
0
9249934 E22/U57 F 97,750.00 ZZ
360 97,750.00 1
6.125 593.94 83
5.875 593.94
XXXXXXXXX XX 00000 2 03/23/04 10
0420093940 05 05/01/04 12
0420093940 O 04/01/34
0
9249996 E22/G01 F 340,000.00 ZZ
360 340,000.00 1
6.000 2,038.47 80
5.750 2,038.47
XXXXXXXXXXX XX 00000 2 03/25/04 00
0420120388 03 05/01/04 0
0420120388 O 04/01/34
0
9250024 E22/U57 F 131,200.00 ZZ
180 131,200.00 1
5.375 1,063.33 80
5.125 1,063.33
XXX XXXXX XX 00000 2 03/18/04 00
0420191900 03 05/01/04 0
1
0420191900 O 04/01/19
0
9250156 E22/U57 F 99,000.00 ZZ
360 99,000.00 1
7.250 675.35 100
7.000 675.35
XXXXXXXXX XX 00000 1 03/30/04 10
0419762208 05 05/01/04 35
0419762208 N 04/01/34
0
9250316 E22/U57 F 168,000.00 T
360 168,000.00 1
7.000 1,117.71 100
6.750 1,117.71
XXXXX XX 00000 1 03/26/04 01
0420072449 05 05/01/04 35
0420072449 O 04/01/34
0
9252614 E22/U57 F 110,000.00 ZZ
360 110,000.00 4
5.875 650.69 84
5.625 650.69
XXXXX XX 00000 2 03/24/04 10
0420162752 05 05/01/04 12
0420162752 O 04/01/34
0
9252616 E22/U57 F 103,000.00 ZZ
360 103,000.00 4
6.125 625.84 79
5.875 625.84
XXXXX XX 00000 2 03/24/04 00
0420165169 05 05/01/04 0
0420165169 N 04/01/34
0
9252800 E22/U57 F 100,000.00 ZZ
360 100,000.00 1
6.000 599.55 80
5.750 599.55
XXXXXXXXXX XX 00000 1 03/30/04 00
0420281479 05 05/01/04 0
0420281479 O 04/01/34
0
1
9252832 E22/U57 F 63,450.00 ZZ
360 63,450.00 1
5.875 375.33 47
5.625 375.33
XXXXX XXXX XX 00000 1 03/29/04 00
0420335176 03 05/01/04 0
0420335176 O 04/01/34
0
9252850 E22/U57 F 134,000.00 ZZ
360 134,000.00 1
6.875 880.28 100
6.625 880.28
XXXXX XX 00000 1 03/31/04 01
0420343675 05 05/01/04 35
0420343675 O 04/01/34
0
9252948 E22/U57 F 150,100.00 ZZ
180 150,100.00 1
5.125 1,196.78 62
4.875 1,196.78
XXXXXXXX XX 00000 5 03/26/04 00
0420220576 05 05/01/04 0
0420220576 O 04/01/19
0
9252972 E22/U57 F 85,500.00 ZZ
360 85,500.00 1
6.750 554.55 79
6.500 554.55
XXXX XXXX XX 00000 2 03/31/04 00
0420225468 05 05/01/04 0
0420225468 N 04/01/34
0
9253252 E22/U57 F 117,650.00 ZZ
360 117,650.00 1
6.625 753.33 100
6.375 753.33
XXXXX XX 00000 1 03/24/04 10
0420296899 03 05/01/04 35
0420296899 N 04/01/34
0
9253406 E22/G01 F 201,600.00 ZZ
360 201,600.00 1
5.875 1,192.54 80
5.625 1,192.54
1
XXXXXX XX 00000 1 03/11/04 00
0419762398 05 05/01/04 0
0419762398 O 04/01/34
0
9253414 E22/U57 F 147,200.00 T
360 147,200.00 1
5.500 835.79 80
5.250 835.79
XXXXX XX 00000 1 03/31/04 00
0419791843 09 05/01/04 0
0419791843 O 04/01/34
0
9253490 E22/U57 F 176,605.00 ZZ
360 176,605.00 1
8.875 1,405.15 95
8.625 1,405.15
X'XXXXXX XX 00000 1 03/31/04 23
0419931670 03 05/01/04 0
0419931670 O 04/01/34
0
9253518 E22/U57 F 145,800.00 ZZ
360 145,800.00 1
7.750 1,044.53 90
7.500 1,044.53
XXXXX XX 00000 5 03/26/04 23
0419958228 05 05/01/04 0
0419958228 O 04/01/34
0
9253792 E22/U57 F 112,200.00 ZZ
360 112,200.00 1
6.125 681.74 85
5.875 681.74
XXXXXXXXXX XX 00000 1 03/25/04 10
0419841796 05 05/01/04 20
0419841796 N 04/01/34
0
9253902 E22/U57 F 232,000.00 ZZ
360 232,000.00 1
5.625 1,335.52 80
5.375 1,335.52
XXXXXXX XX 00000 5 03/23/04 00
0419998331 05 05/01/04 0
0419998331 O 04/01/34
0
1
9254264 E22/U57 F 104,000.00 ZZ
360 104,000.00 1
6.375 648.82 80
6.125 648.82
XXXX XXXXXX XX 00000 1 03/29/04 00
0420082117 05 05/01/04 0
0420082117 O 04/01/34
0
9254374 E22/U57 F 134,500.00 T
360 134,500.00 1
8.375 1,022.30 100
8.125 1,022.30
XXXXXXXXXXX XX 00000 2 03/31/04 23
0420122202 05 05/01/04 0
0420122202 O 04/01/34
0
9254428 E22/U57 F 183,000.00 ZZ
360 183,000.00 1
7.375 1,263.94 88
7.125 1,263.94
XXXXXXXX XX 00000 2 03/26/04 23
0420135733 03 05/01/04 0
0420135733 O 04/01/34
0
9254530 E22/U57 F 26,000.00 ZZ
360 26,000.00 1
7.625 184.03 100
7.375 184.03
XXXXX XX 00000 1 03/31/04 10
0420150658 05 05/01/04 35
0420150658 O 04/01/34
0
9254534 E22/U57 F 62,000.00 ZZ
360 62,000.00 1
7.250 422.95 100
7.000 422.95
NORTH XXXX XXXX XX 00000 1 03/31/04 01
0420152274 01 05/01/04 35
0420152274 O 04/01/34
0
9254546 E22/U57 F 144,900.00 ZZ
360 144,900.00 1
1
7.375 1,000.79 100
7.125 1,000.79
XXXX XXXXX XX 00000 1 03/31/04 10
0420153595 03 05/01/04 35
0420153595 O 04/01/34
0
9254558 E22/U57 F 126,000.00 ZZ
360 126,000.00 1
7.125 848.89 100
6.875 848.89
XXXXX XX 00000 1 03/22/04 10
0420157810 03 05/01/04 35
0420157810 N 04/01/34
0
9254704 E22/U57 F 235,000.00 ZZ
360 235,000.00 2
6.625 1,504.73 69
6.375 1,504.73
XXXXXXXXXX XX 00000 2 03/24/04 00
0420189730 05 05/01/04 0
0420189730 N 04/01/34
0
9255092 U19/G01 F 180,000.00 ZZ
360 180,000.00 1
8.125 1,336.49 100
7.875 1,336.49
XXXXX XXX XXXXX XX 00000 1 03/17/04 23
0437659410 05 05/01/04 0
11003441 N 04/01/34
0
9256966 B39/U57 F 251,910.00 ZZ
360 251,495.01 1
6.990 1,674.27 90
6.490 1,674.27
XXXXXXXXX XX 00000 1 01/29/04 12
0437657943 05 03/01/04 25
20033774F O 02/01/34
0
9257220 E22/U57 F 137,700.00 ZZ
360 137,700.00 1
5.750 803.58 90
5.500 803.58
XXXXXX XX 00000 2 03/22/04 01
0420080392 05 05/01/04 25
1
0420080392 O 04/01/34
0
9258586 Q14/G01 F 129,000.00 ZZ
360 129,000.00 1
7.625 913.05 100
7.375 913.05
XXXXX XX 00000 1 03/11/04 23
0437657323 05 05/01/04 0
0000419120 O 04/01/34
0
9262478 E22/U57 F 138,700.00 ZZ
360 138,700.00 1
7.000 922.77 95
6.750 922.77
XXXXXXXXXX XX 00000 1 04/02/04 10
0420171944 05 05/01/04 35
0420171944 O 04/01/34
0
9262692 E22/U57 F 115,000.00 ZZ
360 115,000.00 1
6.375 717.45 100
6.125 717.45
XXXXXXXXX XX 00000 1 04/02/04 01
0420088353 05 05/01/04 35
0420088353 O 04/01/34
0
9262732 E22/U57 F 123,500.00 ZZ
360 123,500.00 1
7.375 852.98 89
7.125 852.98
XXXXXXXXXX XX 00000 2 03/29/04 23
0420128753 05 05/01/04 0
0420128753 O 04/01/34
0
9262860 E22/U57 F 256,500.00 ZZ
360 256,500.00 1
6.500 1,621.25 95
6.250 1,621.25
XXXXXXXXXX XX 00000 5 03/29/04 04
0419909858 05 05/01/04 30
0419909858 O 04/01/34
0
1
9265436 E22/U57 F 116,800.00 ZZ
360 116,800.00 1
6.875 767.29 80
6.625 767.29
XXXXXX XXXXX XX 00000 5 03/31/04 00
0420095721 01 05/01/04 0
0420095721 O 04/01/34
0
TOTAL NUMBER OF LOANS : 2,602
TOTAL ORIGINAL BALANCE : 400,647,695.40
TOTAL PRINCIPAL BALANCE : 400,000,801.01
TOTAL ORIGINAL P+I : 2,679,760.66
TOTAL CURRENT P+I : 2,679,760.66
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP II-A LOAN SCHEDULE
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 11.46.51 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 ARM MIXED CUTOFF : 04/01/04
POOL : 0004840
:
:
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
----------------------------------------------------------------------
8464012 .2500 9.8750
425,797.44 .0500 9.8250
5.1250 .0000 9.8250
4.8750 .0000 2.4500
4.8250 .0000 2.4500
4.8250 .0000
8576008 .2500 9.5000
347,055.58 .0500 9.4500
4.7500 .0000 9.4500
4.5000 .0000 2.4500
4.4500 .0000 2.4500
4.4500 .0000
8589518 .2500 9.2500
604,303.95 .0500 9.2000
4.5000 .0000 9.2000
4.2500 .0000 2.4500
4.2000 .0000 2.4500
4.2000 .0000
8906493 .5000 15.0000
85,505.46 .0500 14.9500
9.5000 .0000 14.9500
9.0000 .0000 8.9500
8.9500 .0000 8.9500
8.9500 .0000
8910109 .3750 12.5000
437,261.95 .0500 12.4500
6.8750 .0000 12.4500
6.5000 .0000 6.9500
6.4500 .0000 6.9500
6.4500 .0000
8913965 .5000 15.1250
121,941.55 .0500 15.0750
9.6250 .0000 15.0750
9.1250 .0000 9.4500
9.0750 .0000 9.4500
9.0750 .0000
1
8914025 .5000 15.4900
188,816.25 .0500 15.4400
9.9900 .0000 15.4400
9.4900 .0000 9.4400
9.4400 .0000 9.4400
9.4400 .0000
8914167 .5000 15.0000
65,517.76 .0500 14.9500
9.5000 .0000 14.9500
9.0000 .0000 9.3250
8.9500 .0000 9.3250
8.9500 .0000
8914169 .5000 15.3750
97,955.48 .0500 15.3250
9.8750 .0000 15.3250
9.3750 .0000 8.5750
9.3250 .0000 8.5750
9.3250 .0000
8914171 .5000 15.0000
113,943.93 .0500 14.9500
9.5000 .0000 14.9500
9.0000 .0000 9.7000
8.9500 .0000 9.7000
8.9500 .0000
8914515 .5000 15.8750
49,979.59 .0500 15.8250
10.3750 .0000 15.8250
9.8750 .0000 10.2000
9.8250 .0000 10.2000
9.8250 .0000
8914533 .5000 15.3750
196,560.66 .0500 15.3250
9.8750 .0000 15.3250
9.3750 .0000 9.7000
9.3250 .0000 9.7000
9.3250 .0000
8915387 .5000 15.4500
82,613.05 .0500 15.4000
9.9500 .0000 15.4000
9.4500 .0000 8.9000
9.4000 .0000 8.9000
9.4000 .0000
8915395 .5000 14.8500
72,925.59 .0500 14.8000
9.3500 .0000 14.8000
8.8500 .0000 8.3000
8.8000 .0000 8.3000
8.8000 .0000
1
8915437 .5000 15.2000
99,750.00 .0500 15.1500
9.7000 .0000 15.1500
9.2000 .0000 8.6500
9.1500 .0000 8.6500
9.1500 .0000
8915463 .5000 14.9000
106,346.55 .0500 14.8500
9.4000 .0000 14.8500
8.9000 .0000 8.3500
8.8500 .0000 8.3500
8.8500 .0000
8915477 .5000 15.2000
80,711.93 .0500 15.1500
9.7000 .0000 15.1500
9.2000 .0000 8.6500
9.1500 .0000 8.6500
9.1500 .0000
8915479 .5000 15.2000
99,702.96 .0500 15.1500
9.7000 .0000 15.1500
9.2000 .0000 8.6500
9.1500 .0000 8.6500
9.1500 .0000
8915501 .5000 14.8500
116,940.61 .0500 14.8000
9.3500 .0000 14.8000
8.8500 .0000 8.3000
8.8000 .0000 8.3000
8.8000 .0000
8915519 .5000 15.8000
100,658.22 .0500 15.7500
10.3000 .0000 15.7500
9.8000 .0000 9.2500
9.7500 .0000 9.2500
9.7500 .0000
8915533 .5000 15.1000
89,956.66 .0500 15.0500
9.6000 .0000 15.0500
9.1000 .0000 8.5500
9.0500 .0000 8.5500
9.0500 .0000
8915537 .5000 15.7000
66,471.81 .0500 15.6500
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1
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1
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1
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1
9163288 .5000 14.6000
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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5.6500 .0000 5.3500
5.6000 .0000 5.3500
5.6000 .0000
9183188 .5000 11.1200
199,785.98 .0500 11.0700
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5.0700 .0000 4.8200
5.0700 .0000
9183256 .5000 13.4900
112,897.46 .0500 13.4400
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7.4900 .0000 7.1900
7.4400 .0000 7.1900
7.4400 .0000
9183264 .5000 15.4900
93,491.68 .0500 15.4400
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9.4900 .0000 9.1900
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9183272 .5000 14.7500
167,025.96 .0500 14.7000
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8.7000 .0000 8.4500
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9183278 .5000 13.4900
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9183282 .5000 13.4900
178,137.54 .0500 13.4400
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7.4900 .0000 7.1900
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7.4400 .0000
1
9183288 .5000 14.2900
100,584.66 .0500 14.2400
8.7900 .0000 14.2400
8.2900 .0000 7.9900
8.2400 .0000 7.9900
8.2400 .0000
9183294 .5000 13.1500
97,882.68 .0500 13.1000
7.6500 .0000 13.1000
7.1500 .0000 6.8500
7.1000 .0000 6.8500
7.1000 .0000
9183298 .5000 14.2900
154,672.63 .0500 14.2400
8.7900 .0000 14.2400
8.2900 .0000 7.9900
8.2400 .0000 7.9900
8.2400 .0000
9183302 .5000 11.9900
152,441.14 .0500 11.9400
6.4900 .0000 11.9400
5.9900 .0000 5.6900
5.9400 .0000 5.6900
5.9400 .0000
9183306 .5000 13.4900
194,637.05 .0500 13.4400
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7.4900 .0000 7.1900
7.4400 .0000 7.1900
7.4400 .0000
9183310 .5000 16.1400
63,885.46 .0500 16.0900
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9183316 .5000 13.0500
160,881.70 .0500 13.0000
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7.0500 .0000 6.7500
7.0000 .0000 6.7500
7.0000 .0000
9183322 .5000 14.9400
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8.8900 .0000 8.6400
8.8900 .0000
1
9183324 .5000 12.1000
131,765.30 .0500 12.0500
6.6000 .0000 12.0500
6.1000 .0000 5.8000
6.0500 .0000 5.8000
6.0500 .0000
9183330 .5000 11.8500
349,346.78 .0500 11.8000
6.3500 .0000 11.8000
5.8500 .0000 5.5500
5.8000 .0000 5.5500
5.8000 .0000
9183332 .5000 15.8900
123,132.87 .0500 15.8400
10.3900 .0000 15.8400
9.8900 .0000 9.5900
9.8400 .0000 9.5900
9.8400 .0000
9183338 .5000 13.5400
74,749.45 .0500 13.4900
8.0400 .0000 13.4900
7.5400 .0000 7.2400
7.4900 .0000 7.2400
7.4900 .0000
9183342 .5000 13.1900
214,392.26 .0500 13.1400
7.6900 .0000 13.1400
7.1900 .0000 6.8900
7.1400 .0000 6.8900
7.1400 .0000
9183346 .5000 15.0000
87,856.77 .0500 14.9500
9.5000 .0000 14.9500
9.0000 .0000 9.2000
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8.9500 .0000
9183348 .5000 13.6800
121,841.63 .0500 13.6300
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7.6300 .0000 7.3800
7.6300 .0000
9183354 .5000 14.4500
124,856.04 .0500 14.4000
8.9500 .0000 14.4000
8.4500 .0000 8.1500
8.4000 .0000 8.1500
8.4000 .0000
1
9183358 .5000 12.1500
79,430.19 .0500 12.1000
6.6500 .0000 12.1000
6.1500 .0000 5.8500
6.1000 .0000 5.8500
6.1000 .0000
9183364 .5000 13.7400
69,860.22 .0500 13.6900
8.2400 .0000 13.6900
7.7400 .0000 7.4400
7.6900 .0000 7.4400
7.6900 .0000
9183366 .5000 16.2400
84,423.13 .0500 16.1900
10.7400 .0000 16.1900
10.2400 .0000 9.9400
10.1900 .0000 9.9400
10.1900 .0000
9183372 .5000 13.7500
120,223.28 .0500 13.7000
8.2500 .0000 13.7000
7.7500 .0000 7.4500
7.7000 .0000 7.4500
7.7000 .0000
9183378 .5000 14.4900
151,832.96 .0500 14.4400
8.9900 .0000 14.4400
8.4900 .0000 8.1900
8.4400 .0000 8.1900
8.4400 .0000
9183390 .5000 13.7500
344,550.32 .0500 13.7000
8.2500 .0000 13.7000
7.7500 .0000 7.4500
7.7000 .0000 7.4500
7.7000 .0000
9183396 .5000 13.3900
120,567.21 .0500 13.3400
7.8900 .0000 13.3400
7.3900 .0000 7.0900
7.3400 .0000 7.0900
7.3400 .0000
9183402 .5000 13.6400
56,925.39 .0500 13.5900
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7.6400 .0000 7.3400
7.5900 .0000 7.3400
7.5900 .0000
1
9183410 .5000 11.4900
132,235.02 .0500 11.4400
5.9900 .0000 11.4400
5.4900 .0000 5.1900
5.4400 .0000 5.1900
5.4400 .0000
9183414 .5000 13.3500
221,991.46 .0500 13.3000
7.8500 .0000 13.3000
7.3500 .0000 7.0500
7.3000 .0000 7.0500
7.3000 .0000
9183420 .5000 12.9500
189,857.57 .0500 12.9000
7.4500 .0000 12.9000
6.9500 .0000 6.6500
6.9000 .0000 6.6500
6.9000 .0000
9183424 .5000 14.0400
283,707.44 .0500 13.9900
8.5400 .0000 13.9900
8.0400 .0000 7.7400
7.9900 .0000 7.7400
7.9900 .0000
9183448 .5000 14.4900
290,540.88 .0500 14.4400
8.9900 .0000 14.4400
8.4900 .0000 8.1900
8.4400 .0000 8.1900
8.4400 .0000
9183452 .5000 13.9000
211,736.88 .0500 13.8500
8.4000 .0000 13.8500
7.9000 .0000 7.6000
7.8500 .0000 7.6000
7.8500 .0000
9183458 .5000 13.7400
89,884.59 .0500 13.6900
8.2400 .0000 13.6900
7.7400 .0000 7.4400
7.6900 .0000 7.4400
7.6900 .0000
9183464 .5000 13.7000
191,651.89 .0500 13.6500
8.2000 .0000 13.6500
7.7000 .0000 7.4000
7.6500 .0000 7.4000
7.6500 .0000
1
9183468 .5000 12.3900
166,110.73 .0500 12.3400
6.8900 .0000 12.3400
6.3900 .0000 5.8400
6.3400 .0000 5.8400
6.3400 .0000
9183474 .5000 14.3500
94,946.46 .0500 14.3000
8.8500 .0000 14.3000
8.3500 .0000 8.0500
8.3000 .0000 8.0500
8.3000 .0000
9183478 .5000 15.3400
82,612.17 .0500 15.2900
9.8400 .0000 15.2900
9.3400 .0000 9.0400
9.2900 .0000 9.0400
9.2900 .0000
9183484 .5000 12.3500
256,283.45 .0500 12.3000
6.8500 .0000 12.3000
6.3500 .0000 6.0500
6.3000 .0000 6.0500
6.3000 .0000
9183490 .5000 14.1500
86,048.34 .0500 14.1000
8.6500 .0000 14.1000
8.1500 .0000 7.8500
8.1000 .0000 7.8500
8.1000 .0000
9183496 .5000 12.4000
105,911.38 .0500 12.3500
6.9000 .0000 12.3500
6.4000 .0000 6.1000
6.3500 .0000 6.1000
6.3500 .0000
9183500 .5000 13.2000
109,172.11 .0500 13.1500
7.7000 .0000 13.1500
7.2000 .0000 6.9000
7.1500 .0000 6.9000
7.1500 .0000
9183504 .5000 14.6900
166,773.46 .0500 14.6400
9.1900 .0000 14.6400
8.6900 .0000 8.3900
8.6400 .0000 8.3900
8.6400 .0000
1
9183510 .5000 12.8400
130,299.38 .0500 12.7900
7.3400 .0000 12.7900
6.8400 .0000 6.5400
6.7900 .0000 6.5400
6.7900 .0000
9183514 .5000 13.3400
163,621.70 .0500 13.2900
7.8400 .0000 13.2900
7.3400 .0000 7.0400
7.2900 .0000 7.0400
7.2900 .0000
9183518 .5000 13.0900
122,729.34 .0500 13.0400
7.5900 .0000 13.0400
7.0900 .0000 6.7900
7.0400 .0000 6.7900
7.0400 .0000
9183524 .5000 13.0000
106,420.96 .0500 12.9500
7.5000 .0000 12.9500
7.0000 .0000 6.7000
6.9500 .0000 6.7000
6.9500 .0000
9183530 .5000 13.4400
244,497.46 .0500 13.3900
7.9400 .0000 13.3900
7.4400 .0000 7.1400
7.3900 .0000 7.1400
7.3900 .0000
9183534 .5000 11.9900
141,742.05 .0500 11.9400
6.4900 .0000 11.9400
5.9900 .0000 5.6900
5.9400 .0000 5.6900
5.9400 .0000
9183538 .5000 14.2900
75,818.05 .0500 14.2400
8.7900 .0000 14.2400
8.2900 .0000 7.9900
8.2400 .0000 7.9900
8.2400 .0000
9183542 .5000 14.4400
115,835.90 .0500 14.3900
8.9400 .0000 14.3900
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8.3900 .0000 8.1400
8.3900 .0000
1
9183544 .5000 15.4400
61,694.43 .0500 15.3900
9.9400 .0000 15.3900
9.4400 .0000 9.1400
9.3900 .0000 9.1400
9.3900 .0000
9183546 .5000 12.3000
169,995.07 .0500 12.2500
6.8000 .0000 12.2500
6.3000 .0000 6.0000
6.2500 .0000 6.0000
6.2500 .0000
9183550 .5000 14.4100
69,920.97 .0500 14.3600
8.9100 .0000 14.3600
8.4100 .0000 8.1100
8.3600 .0000 8.1100
8.3600 .0000
9183554 .5000 13.3400
58,318.77 .0500 13.2900
7.8400 .0000 13.2900
7.3400 .0000 7.0400
7.2900 .0000 7.0400
7.2900 .0000
9183558 .5000 12.5000
164,591.88 .0500 12.4500
7.0000 .0000 12.4500
6.5000 .0000 6.2000
6.4500 .0000 6.2000
6.4500 .0000
9183562 .5000 15.4500
83,886.38 .0500 15.4000
9.9500 .0000 15.4000
9.4500 .0000 9.1500
9.4000 .0000 9.1500
9.4000 .0000
9183568 .5000 11.2500
85,321.03 .0500 11.2000
5.7500 .0000 11.2000
5.2500 .0000 4.9500
5.2000 .0000 4.9500
5.2000 .0000
9183608 .5000 13.9900
139,829.42 .0500 13.9400
8.4900 .0000 13.9400
7.9900 .0000 7.6900
7.9400 .0000 7.6900
7.9400 .0000
1
9183650 .5000 14.0500
50,289.39 .0500 14.0000
8.5500 .0000 14.0000
8.0500 .0000 7.7500
8.0000 .0000 7.7500
8.0000 .0000
9183654 .5000 11.4900
175,574.70 .0500 11.4400
5.9900 .0000 11.4400
5.4900 .0000 5.1900
5.4400 .0000 5.1900
5.4400 .0000
9183658 .5000 15.4900
216,407.16 .0500 15.4400
9.9900 .0000 15.4400
9.4900 .0000 9.1900
9.4400 .0000 9.1900
9.4400 .0000
9183662 .5000 13.6250
67,910.74 .0500 13.5750
8.1250 .0000 13.5750
7.6250 .0000 7.4500
7.5750 .0000 7.4500
7.5750 .0000
9183666 .5000 13.9400
84,895.36 .0500 13.8900
8.4400 .0000 13.8900
7.9400 .0000 7.6400
7.8900 .0000 7.6400
7.8900 .0000
9183670 .5000 13.4900
219,602.51 .0500 13.4400
7.9900 .0000 13.4400
7.4900 .0000 7.1900
7.4400 .0000 7.1900
7.4400 .0000
9183674 .5000 14.9400
56,466.25 .0500 14.8900
9.4400 .0000 14.8900
8.9400 .0000 8.6400
8.8900 .0000 8.6400
8.8900 .0000
9183676 .5000 16.7400
109,213.03 .0500 16.6900
11.2400 .0000 16.6900
10.7400 .0000 10.6400
10.6900 .0000 10.6400
10.6900 .0000
1
9183680 .5000 11.2500
351,133.01 .0500 11.2000
5.7500 .0000 11.2000
5.2500 .0000 4.9500
5.2000 .0000 4.9500
5.2000 .0000
9183682 .5000 12.5500
117,807.88 .0500 12.5000
7.0500 .0000 12.5000
6.5500 .0000 6.2500
6.5000 .0000 6.2500
6.5000 .0000
9183686 .5000 12.6900
159,646.76 .0500 12.6400
7.1900 .0000 12.6400
6.6900 .0000 6.3900
6.6400 .0000 6.3900
6.6400 .0000
9183688 .5000 15.4900
109,902.05 .0500 15.4400
9.9900 .0000 15.4400
9.4900 .0000 9.1900
9.4400 .0000 9.1900
9.4400 .0000
9183690 .5000 13.0000
186,621.73 .0500 12.9500
7.5000 .0000 12.9500
7.0000 .0000 5.9500
6.9500 .0000 5.9500
6.9500 .0000
9183694 .5000 13.7400
99,871.76 .0500 13.6900
8.2400 .0000 13.6900
7.7400 .0000 7.4400
7.6900 .0000 7.4400
7.6900 .0000
9183698 .5000 16.0900
111,869.34 .0500 16.0400
10.5900 .0000 16.0400
10.0900 .0000 9.7900
10.0400 .0000 9.7900
10.0400 .0000
9183702 .5000 16.2900
55,058.68 .0500 16.2400
10.7900 .0000 16.2400
10.2900 .0000 9.9900
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10.2400 .0000
1
9183708 .5000 12.9500
163,877.06 .0500 12.9000
7.4500 .0000 12.9000
6.9500 .0000 6.6500
6.9000 .0000 6.6500
6.9000 .0000
9183710 .5000 15.5000
144,202.18 .0500 15.4500
10.0000 .0000 15.4500
9.5000 .0000 9.2800
9.4500 .0000 9.2800
9.4500 .0000
9183712 .5000 13.7400
109,929.71 .0500 13.6900
8.2400 .0000 13.6900
7.7400 .0000 7.4400
7.6900 .0000 7.4400
7.6900 .0000
9183716 .5000 13.0500
145,892.72 .0500 13.0000
7.5500 .0000 13.0000
7.0500 .0000 6.7500
7.0000 .0000 6.7500
7.0000 .0000
9183720 .5000 12.2500
72,937.15 .0500 12.2000
6.7500 .0000 12.2000
6.2500 .0000 5.9500
6.2000 .0000 5.9500
6.2000 .0000
9183722 .5000 15.4900
131,382.91 .0500 15.4400
9.9900 .0000 15.4400
9.4900 .0000 9.1900
9.4400 .0000 9.1900
9.4400 .0000
9183726 .5000 10.8500
49,887.17 .0500 10.8000
5.3500 .0000 10.8000
4.8500 .0000 4.5500
4.8000 .0000 4.5500
4.8000 .0000
9183730 .5000 12.6900
144,171.31 .0500 12.6400
7.1900 .0000 12.6400
6.6900 .0000 6.3900
6.6400 .0000 6.3900
6.6400 .0000
1
9183736 .5000 13.3000
151,786.37 .0500 13.2500
7.8000 .0000 13.2500
7.3000 .0000 7.0000
7.2500 .0000 7.0000
7.2500 .0000
9183740 .5000 15.1900
161,346.75 .0500 15.1400
9.6900 .0000 15.1400
9.1900 .0000 8.8900
9.1400 .0000 8.8900
9.1400 .0000
9183744 .5000 12.4000
255,104.44 .0500 12.3500
6.9000 .0000 12.3500
6.4000 .0000 6.1000
6.3500 .0000 6.1000
6.3500 .0000
9183750 .5000 12.7700
144,887.33 .0500 12.7200
7.2700 .0000 12.7200
6.7700 .0000 6.4700
6.7200 .0000 6.4700
6.7200 .0000
9183752 .5000 14.8900
204,043.55 .0500 14.8400
9.3900 .0000 14.8400
8.8900 .0000 8.5900
8.8400 .0000 8.5900
8.8400 .0000
9183754 .5000 13.5500
64,913.35 .0500 13.5000
8.0500 .0000 13.5000
7.5500 .0000 7.2500
7.5000 .0000 7.2500
7.5000 .0000
9183758 .5000 13.9900
84,948.40 .0500 13.9400
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7.9400 .0000
9183762 .5000 12.7500
84,933.69 .0500 12.7000
7.2500 .0000 12.7000
6.7500 .0000 6.4500
6.7000 .0000 6.4500
6.7000 .0000
1
9183768 .5000 13.4500
183,875.28 .0500 13.4000
7.9500 .0000 13.4000
7.4500 .0000 7.1500
7.4000 .0000 7.1500
7.4000 .0000
9183810 .5000 15.3400
109,199.99 .0500 15.2900
9.8400 .0000 15.2900
9.3400 .0000 9.0400
9.2900 .0000 9.0400
9.2900 .0000
9183812 .5000 15.1900
147,180.41 .0500 15.1400
9.6900 .0000 15.1400
9.1900 .0000 8.8900
9.1400 .0000 8.8900
9.1400 .0000
9183814 .5000 11.2500
94,459.87 .0500 11.2000
5.7500 .0000 11.2000
5.2500 .0000 4.9500
5.2000 .0000 4.9500
5.2000 .0000
9183818 .5000 12.2500
63,789.65 .0500 12.2000
6.7500 .0000 12.2000
6.2500 .0000 5.9500
6.2000 .0000 5.9500
6.2000 .0000
9183822 .5000 14.9400
80,667.67 .0500 14.8900
9.4400 .0000 14.8900
8.9400 .0000 8.6400
8.8900 .0000 8.6400
8.8900 .0000
9183826 .5000 13.3400
124,726.30 .0500 13.2900
7.8400 .0000 13.2900
7.3400 .0000 7.0400
7.2900 .0000 7.0400
7.2900 .0000
9183830 .5000 12.9000
114,326.07 .0500 12.8500
7.4000 .0000 12.8500
6.9000 .0000 6.6000
6.8500 .0000 6.6000
6.8500 .0000
1
9183838 .5000 14.2900
161,185.97 .0500 14.2400
8.7900 .0000 14.2400
8.2900 .0000 7.9900
8.2400 .0000 7.9900
8.2400 .0000
9183844 .5000 14.2400
64,809.90 .0500 14.1900
8.7400 .0000 14.1900
8.2400 .0000 7.9400
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8.1900 .0000
9183852 .5000 14.6900
170,320.29 .0500 14.6400
9.1900 .0000 14.6400
8.6900 .0000 8.3900
8.6400 .0000 8.3900
8.6400 .0000
9183856 .5000 12.7500
137,792.42 .0500 12.7000
7.2500 .0000 12.7000
6.7500 .0000 6.4500
6.7000 .0000 6.4500
6.7000 .0000
9183860 .5000 12.9000
142,782.78 .0500 12.8500
7.4000 .0000 12.8500
6.9000 .0000 6.6000
6.8500 .0000 6.6000
6.8500 .0000
9183862 .5000 13.3400
477,673.77 .0500 13.2900
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7.3400 .0000 7.0400
7.2900 .0000 7.0400
7.2900 .0000
9183866 .5000 13.4500
85,883.01 .0500 13.4000
7.9500 .0000 13.4000
7.4500 .0000 7.1500
7.4000 .0000 7.1500
7.4000 .0000
9183870 .5000 13.2400
120,428.87 .0500 13.1900
7.7400 .0000 13.1900
7.2400 .0000 6.9400
7.1900 .0000 6.9400
7.1900 .0000
1
9183874 .5000 14.2400
79,953.88 .0500 14.1900
8.7400 .0000 14.1900
8.2400 .0000 7.9400
8.1900 .0000 7.9400
8.1900 .0000
9183876 .5000 16.4900
132,852.50 .0500 16.4400
10.9900 .0000 16.4400
10.4900 .0000 10.1900
10.4400 .0000 10.1900
10.4400 .0000
9183878 .5000 14.8900
180,222.65 .0500 14.8400
9.3900 .0000 14.8400
8.8900 .0000 8.5900
8.8400 .0000 8.5900
8.8400 .0000
9183882 .5000 15.4900
52,179.91 .0500 15.4400
9.9900 .0000 15.4400
9.4900 .0000 9.1900
9.4400 .0000 9.1900
9.4400 .0000
9183886 .5000 14.1900
196,976.62 .0500 14.1400
8.6900 .0000 14.1400
8.1900 .0000 7.8900
8.1400 .0000 7.8900
8.1400 .0000
9183890 .5000 13.8400
71,909.53 .0500 13.7900
8.3400 .0000 13.7900
7.8400 .0000 7.5400
7.7900 .0000 7.5400
7.7900 .0000
9183894 .5000 14.5400
92,239.58 .0500 14.4900
9.0400 .0000 14.4900
8.5400 .0000 8.2400
8.4900 .0000 8.2400
8.4900 .0000
9183898 .5000 14.5900
53,066.80 .0500 14.5400
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8.5900 .0000 8.2900
8.5400 .0000 8.2900
8.5400 .0000
1
9183904 .5000 12.8000
50,460.99 .0500 12.7500
7.3000 .0000 12.7500
6.8000 .0000 6.5000
6.7500 .0000 6.5000
6.7500 .0000
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155,140.07 .0500 11.7500
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1
9183940 .5000 13.0900
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6.9500 .0000 6.7000
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7.1000 .0000 6.8000
7.0500 .0000 6.8000
7.0500 .0000
1
9184054 .5000 14.3000
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7.9000 .0000 7.6500
7.9000 .0000
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178,297.56 .0500 12.3000
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9184082 .5000 12.8500
66,948.76 .0500 12.8000
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6.8000 .0000
1
9184086 .5000 13.7500
106,931.77 .0500 13.7000
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7.7000 .0000 7.4500
7.7000 .0000
9184092 .5000 12.8000
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6.8000 .0000 6.5000
6.7500 .0000 6.5000
6.7500 .0000
9184096 .5000 12.4900
334,525.02 .0500 12.4400
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6.4900 .0000 6.1900
6.4400 .0000 6.1900
6.4400 .0000
9184098 .5000 12.2500
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6.2000 .0000
9184102 .5000 11.4900
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5.4900 .0000 5.1900
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9184110 .5000 12.3000
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6.2500 .0000
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8.7400 .0000
1
9184116 .5000 15.4900
71,186.30 .0500 15.4400
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9.4400 .0000
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195,777.95 .0500 12.1000
6.6500 .0000 12.1000
6.1500 .0000 5.8500
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6.1000 .0000
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261,589.98 .0500 12.7000
7.2500 .0000 12.7000
6.7500 .0000 7.2000
6.7000 .0000 7.2000
6.7000 .0000
9184128 .5000 12.2900
86,825.76 .0500 12.2400
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6.2900 .0000 5.9900
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6.2400 .0000
9184132 .5000 13.3000
56,721.34 .0500 13.2500
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7.3000 .0000 7.0000
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7.2500 .0000
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9184136 .5000 10.9000
94,894.04 .0500 10.8500
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4.8500 .0000
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9.4900 .0000
1
9184146 .5000 13.8500
179,773.78 .0500 13.8000
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7.8500 .0000 7.5500
7.8000 .0000 7.5500
7.8000 .0000
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8.1400 .0000 7.8900
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137,470.63 .0500 12.8400
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6.8900 .0000 6.5900
6.8400 .0000 6.5900
6.8400 .0000
9184160 .5000 12.5500
421,657.49 .0500 12.5000
7.0500 .0000 12.5000
6.5500 .0000 6.2500
6.5000 .0000 6.2500
6.5000 .0000
9184162 .5000 14.9900
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8.9900 .0000 8.6900
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7.6900 .0000
1
9184172 .5000 12.8000
313,461.85 .0500 12.7500
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6.8000 .0000 6.5000
6.7500 .0000 6.5000
6.7500 .0000
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8.0900 .0000
9184182 .5000 13.8400
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7.7900 .0000 7.5400
7.7900 .0000
9184186 .5000 14.6400
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8.5900 .0000
9184192 .5000 11.9000
379,649.74 .0500 11.8500
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5.9000 .0000 5.6000
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5.8500 .0000
9184194 .5000 14.4900
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9184198 .5000 14.6400
49,945.26 .0500 14.5900
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9184200 .5000 16.4900
97,679.82 .0500 16.4400
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10.4900 .0000 10.1900
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10.4400 .0000
1
9184202 .5000 13.7400
121,764.52 .0500 13.6900
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7.7400 .0000 7.4400
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7.6900 .0000
9184206 .5000 14.0900
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8.0400 .0000
9184210 .5000 12.5900
149,857.55 .0500 12.5400
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6.5900 .0000 6.2900
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6.5400 .0000
9184212 .5000 15.1400
79,961.79 .0500 15.0900
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9.1400 .0000 8.8400
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9.0900 .0000
9184214 .5000 16.1900
232,347.01 .0500 16.1400
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10.1400 .0000
9184218 .5000 15.0900
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9184224 .5000 13.8900
197,477.55 .0500 13.8400
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8.8900 .0000
1
9184228 .5000 13.6900
296,415.49 .0500 13.6400
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7.6400 .0000
9184246 .5000 14.4900
133,531.86 .0500 14.4400
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8.4400 .0000
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9184254 .5000 13.3900
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7.3400 .0000
9184258 .5000 14.9400
81,618.28 .0500 14.8900
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9184260 .5000 12.9500
196,703.72 .0500 12.9000
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6.9500 .0000 6.6500
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6.9000 .0000
9184264 .5000 13.4900
135,317.18 .0500 13.4400
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7.4900 .0000 7.1900
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9184268 .5000 15.2400
74,978.77 .0500 15.1900
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9.1900 .0000
1
9184274 .5000 13.4900
275,032.73 .0500 13.4400
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7.4400 .0000 7.1900
7.4400 .0000
9184278 .5000 12.5000
336,046.57 .0500 12.4500
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6.5000 .0000 6.2000
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6.4500 .0000
9184280 .5000 13.6900
160,560.73 .0500 13.6400
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7.6900 .0000 7.3900
7.6400 .0000 7.3900
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9184284 .5000 14.2900
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9184288 .5000 12.7500
244,616.58 .0500 12.7000
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9184296 .5000 12.1000
80,928.18 .0500 12.0500
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9184300 .5000 15.5400
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9184304 .5000 13.0000
82,556.88 .0500 12.9500
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6.9500 .0000 6.7000
6.9500 .0000
1
9184308 .5000 12.2500
166,356.64 .0500 12.2000
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6.2500 .0000 5.9500
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6.2000 .0000
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7.4400 .0000
9184314 .5000 15.8900
129,094.38 .0500 15.8400
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9.8900 .0000 9.5900
9.8400 .0000 9.5900
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9184316 .5000 12.4500
127,687.61 .0500 12.4000
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6.4500 .0000 6.1500
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6.4000 .0000
9184320 .5000 13.3500
67,881.33 .0500 13.3000
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7.3000 .0000
9184324 .5000 12.1000
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9184332 .5000 12.9800
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9184334 .5000 14.6900
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1
9184336 .5000 15.4400
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8.2500 .0000
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184,879.53 .0500 11.4400
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5.4900 .0000 5.1900
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9184350 .5000 12.4000
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9184352 .5000 12.7900
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7.6000 .0000
1
9184360 .5000 14.5400
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9184372 .5000 14.8400
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9184376 .5000 12.8000
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9184380 .5000 12.3000
261,551.97 .0500 12.2500
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6.2500 .0000
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96,863.72 .0500 13.2400
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1
9184388 .5000 17.1400
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9184408 .5000 11.7000
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8.9400 .0000
1
9184418 .5000 13.7900
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77,893.91 .0500 13.4000
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7.4000 .0000
1
9184450 .5000 12.9500
79,879.68 .0500 12.9000
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6.9500 .0000 6.6500
6.9000 .0000 6.6500
6.9000 .0000
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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1
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9210840 .3750 13.2500
127,500.00 .0500 13.2000
7.6250 .0000 13.2000
7.2500 .0000 7.4500
7.2000 .0000 7.4500
7.2000 .0000
9210950 .3750 14.2500
335,000.00 .0500 14.2000
8.6250 .0000 14.2000
8.2500 .0000 8.5750
8.2000 .0000 8.5750
8.2000 .0000
9210958 .3750 12.5000
377,100.00 .0500 12.4500
6.8750 .0000 12.4500
6.5000 .0000 6.9500
6.4500 .0000 6.9500
6.4500 .0000
9210998 .3750 12.8750
82,000.00 .0500 12.8250
7.2500 .0000 12.8250
6.8750 .0000 6.9500
6.8250 .0000 6.9500
6.8250 .0000
1
9211010 .5000 13.5000
54,000.00 .0500 13.4500
8.0000 .0000 13.4500
7.5000 .0000 7.8250
7.4500 .0000 7.8250
7.4500 .0000
9211040 .3750 12.5000
231,325.00 .0500 12.4500
6.8750 .0000 12.4500
6.5000 .0000 7.2000
6.4500 .0000 7.2000
6.4500 .0000
9211088 .3750 12.7500
76,000.00 .0500 12.7000
7.1250 .0000 12.7000
6.7500 .0000 7.2000
6.7000 .0000 7.2000
6.7000 .0000
9211126 .3750 12.3750
240,000.00 .0500 12.3250
6.7500 .0000 12.3250
6.3750 .0000 7.4500
6.3250 .0000 7.4500
6.3250 .0000
9212056 .2500 15.9000
76,826.85 .0500 15.8500
9.1500 .0000 15.8500
8.9000 .0000 8.6200
8.8500 .0000 8.6200
8.8500 .0000
9212064 .2500 15.6000
74,915.16 .0500 15.5500
8.8500 .0000 15.5500
8.6000 .0000 8.5500
8.5500 .0000 8.5500
8.5500 .0000
9212076 .2500 14.8500
123,834.91 .0500 14.8000
8.1000 .0000 14.8000
7.8500 .0000 7.5300
7.8000 .0000 7.5300
7.8000 .0000
9212084 .2500 14.0000
89,859.16 .0500 13.9500
7.2500 .0000 13.9500
7.0000 .0000 6.6800
6.9500 .0000 6.6800
6.9500 .0000
1
9212092 .2500 14.2500
194,709.12 .0500 14.2000
7.5000 .0000 14.2000
7.2500 .0000 6.9300
7.2000 .0000 6.9300
7.2000 .0000
9212104 .2500 16.0000
118,688.43 .0500 15.9500
9.2500 .0000 15.9500
9.0000 .0000 8.7200
8.9500 .0000 8.7200
8.9500 .0000
9212110 .2500 14.8000
122,118.84 .0500 14.7500
8.0500 .0000 14.7500
7.8000 .0000 7.5200
7.7500 .0000 7.5200
7.7500 .0000
9212116 .2500 15.1000
83,386.88 .0500 15.0500
8.3500 .0000 15.0500
8.1000 .0000 7.8200
8.0500 .0000 7.8200
8.0500 .0000
9212122 .2500 15.6500
148,117.35 .0500 15.6000
8.9000 .0000 15.6000
8.6500 .0000 8.3700
8.6000 .0000 8.3700
8.6000 .0000
9212130 .2500 14.5500
359,370.73 .0500 14.5000
7.8000 .0000 14.5000
7.5500 .0000 7.2700
7.5000 .0000 7.2700
7.5000 .0000
9212136 .2500 14.6000
71,010.85 .0500 14.5500
7.8500 .0000 14.5500
7.6000 .0000 7.3400
7.5500 .0000 7.3400
7.5500 .0000
9212138 .2500 16.2900
124,000.00 .0500 16.2400
9.5400 .0000 16.2400
9.2900 .0000 9.0300
9.2400 .0000 9.0300
9.2400 .0000
1
9212144 .2500 14.9900
169,891.37 .0500 14.9400
8.2400 .0000 14.9400
7.9900 .0000 7.7300
7.9400 .0000 7.7300
7.9400 .0000
9212148 .2500 12.0000
332,500.00 .0500 11.9500
5.2500 .0000 11.9500
5.0000 .0000 4.7400
4.9500 .0000 4.7400
4.9500 .0000
9212150 .2500 14.1000
387,836.00 .0500 14.0500
7.3500 .0000 14.0500
7.1000 .0000 6.8400
7.0500 .0000 6.8400
7.0500 .0000
9212646 .5000 13.7500
99,936.23 .0500 13.7000
8.2500 .0000 13.7000
7.7500 .0000 8.5300
7.7000 .0000 8.5300
7.7000 .0000
9213016 .2500 9.1250
341,250.00 .0500 9.0750
4.3750 .0000 9.0750
4.1250 .0000 1.9500
4.0750 .0000 1.9500
4.0750 .0000
9213018 .3750 11.8750
201,600.00 .0500 11.8250
6.2500 .0000 11.8250
5.8750 .0000 6.4500
5.8250 .0000 6.4500
5.8250 .0000
9213046 .3750 11.5000
425,000.00 .0500 11.4500
5.8750 .0000 11.4500
5.5000 .0000 6.7000
5.4500 .0000 6.7000
5.4500 .0000
9213074 .3750 13.3750
131,000.00 .0500 13.3250
7.7500 .0000 13.3250
7.3750 .0000 7.5750
7.3250 .0000 7.5750
7.3250 .0000
1
9213096 .3750 12.3750
125,000.00 .0500 12.3250
6.7500 .0000 12.3250
6.3750 .0000 6.9500
6.3250 .0000 6.9500
6.3250 .0000
9213168 .5000 13.7500
99,750.00 .0500 13.7000
8.2500 .0000 13.7000
7.7500 .0000 8.0750
7.7000 .0000 8.0750
7.7000 .0000
9213204 .5000 13.0000
102,600.00 .0500 12.9500
7.5000 .0000 12.9500
7.0000 .0000 7.0750
6.9500 .0000 7.0750
6.9500 .0000
9213280 .3750 11.5000
336,000.00 .0500 11.4500
5.8750 .0000 11.4500
5.5000 .0000 6.0750
5.4500 .0000 6.0750
5.4500 .0000
9213454 .5000 13.8750
385,000.00 .0500 13.8250
8.3750 .0000 13.8250
7.8750 .0000 8.7000
7.8250 .0000 8.7000
7.8250 .0000
9213458 .5000 12.8750
85,000.00 .0500 12.8250
7.3750 .0000 12.8250
6.8750 .0000 7.5750
6.8250 .0000 7.5750
6.8250 .0000
9213530 .3750 13.2500
125,000.00 .0500 13.2000
7.6250 .0000 13.2000
7.2500 .0000 7.8250
7.2000 .0000 7.8250
7.2000 .0000
9213598 .5000 13.8750
82,650.00 .0500 13.8250
8.3750 .0000 13.8250
7.8750 .0000 7.9500
7.8250 .0000 7.9500
7.8250 .0000
1
9213664 .3750 13.3750
150,000.00 .0500 13.3250
7.7500 .0000 13.3250
7.3750 .0000 8.0750
7.3250 .0000 8.0750
7.3250 .0000
9213698 .5000 14.1250
101,400.00 .0500 14.0750
8.6250 .0000 14.0750
8.1250 .0000 8.4500
8.0750 .0000 8.4500
8.0750 .0000
9214014 .2500 14.7500
128,550.22 .0500 14.7000
8.0000 .0000 14.7000
7.7500 .0000 7.5400
7.7000 .0000 7.5400
7.7000 .0000
9216968 .3750 12.8750
145,686.27 .0500 12.8250
7.2500 .0000 12.8250
6.8750 .0000 7.5750
6.8250 .0000 7.5750
6.8250 .0000
9221164 .5000 13.2500
318,250.00 .0500 13.2000
7.7500 .0000 13.2000
7.2500 .0000 7.8250
7.2000 .0000 7.8250
7.2000 .0000
9221282 .3750 12.7500
101,700.00 .0500 12.7000
7.1250 .0000 12.7000
6.7500 .0000 6.9500
6.7000 .0000 6.9500
6.7000 .0000
9221318 .3750 13.0000
109,250.00 .0500 12.9500
7.3750 .0000 12.9500
7.0000 .0000 7.2000
6.9500 .0000 7.2000
6.9500 .0000
9221330 .3750 11.8750
127,120.00 .0500 11.8250
6.2500 .0000 11.8250
5.8750 .0000 6.4500
5.8250 .0000 6.4500
5.8250 .0000
1
9221354 .3750 13.3750
78,000.00 .0500 13.3250
7.7500 .0000 13.3250
7.3750 .0000 7.9500
7.3250 .0000 7.9500
7.3250 .0000
9221402 .5000 13.7500
70,000.00 .0500 13.7000
8.2500 .0000 13.7000
7.7500 .0000 8.2000
7.7000 .0000 8.2000
7.7000 .0000
9221410 .3750 13.5000
55,000.00 .0500 13.4500
7.8750 .0000 13.4500
7.5000 .0000 7.9500
7.4500 .0000 7.9500
7.4500 .0000
9221572 .3750 12.7500
144,400.00 .0500 12.7000
7.1250 .0000 12.7000
6.7500 .0000 7.2000
6.7000 .0000 7.2000
6.7000 .0000
9221592 .3750 12.1250
182,400.00 .0500 12.0750
6.5000 .0000 12.0750
6.1250 .0000 6.5750
6.0750 .0000 6.5750
6.0750 .0000
9221616 .3750 12.8750
173,000.00 .0500 12.8250
7.2500 .0000 12.8250
6.8750 .0000 7.3250
6.8250 .0000 7.3250
6.8250 .0000
9225150 .3750 13.6250
83,500.00 .0500 13.5750
8.0000 .0000 13.5750
7.6250 .0000 7.9500
7.5750 .0000 7.9500
7.5750 .0000
9225278 .5000 12.8750
228,000.00 .0500 12.8250
7.3750 .0000 12.8250
6.8750 .0000 7.2000
6.8250 .0000 7.2000
6.8250 .0000
1
9228994 .3750 13.5000
105,000.00 .0500 13.4500
7.8750 .0000 13.4500
7.5000 .0000 7.9500
7.4500 .0000 7.9500
7.4500 .0000
9242388 .3750 12.6250
360,000.00 .0500 12.5750
7.0000 .0000 12.5750
6.6250 .0000 7.7000
6.5750 .0000 7.7000
6.5750 .0000
9242454 .3750 12.6250
355,000.00 .0500 12.5750
7.0000 .0000 12.5750
6.6250 .0000 7.4500
6.5750 .0000 7.4500
6.5750 .0000
9242856 .5000 13.3750
53,910.00 .0500 13.3250
7.8750 .0000 13.3250
7.3750 .0000 7.5750
7.3250 .0000 7.5750
7.3250 .0000
9245372 .3750 12.7500
359,000.00 .0500 12.7000
7.1250 .0000 12.7000
6.7500 .0000 7.9500
6.7000 .0000 7.9500
6.7000 .0000
9245374 .3750 12.3750
363,300.00 .0500 12.3250
6.7500 .0000 12.3250
6.3750 .0000 6.7000
6.3250 .0000 6.7000
6.3250 .0000
9252632 .3750 12.2500
340,000.00 .0500 12.2000
6.6250 .0000 12.2000
6.2500 .0000 6.4500
6.2000 .0000 6.4500
6.2000 .0000
TOTAL NUMBER OF LOANS: 2245
TOTAL BALANCE........: 350,000,564.37
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 11.46.51 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 ARM ARM SUMMARY REPORT CUTOFF : 04/01/04
POOL : 0004840
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.6392 3.7500 11.6400
RFC NET RATE 7.1738 3.5000 11.1400
NET MTG RATE(INVSTR RATE) 7.1238 3.4500 11.0900
POST STRIP RATE 7.1238 3.4500 11.0900
SUB SERV FEE .4654 .2500 .5000
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 13.4412 9.1250 17.1400
MAX NET MTG RT(MAX INV RT) 13.3912 9.0750 17.0900
MAX POST STRIP RATE 13.3912 9.0750 17.0900
INV RATE MARGIN 7.0049 1.9500 10.8400
POST STRIP MARGIN 7.0049 1.9500 10.8400
TOTAL NUMBER OF LOANS: 2245
TOTAL BALANCE........: 350,000,564.37
***************************
* END OF REPORT *
***************************
RUN ON : 04/22/04 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 11.46.51 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2004-RS4 ARM MIXED CUTOFF : 04/01/04
POOL : 0004840
:
:
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
______________________________________________________________________________
8464012 5.1250 428,000.00 100
5.1250 425,797.44 ZZ
4.8750 1,827.92 1
10.1250 1,827.92 75
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0436123319 .0000 08/01/03 00
427392 .0000 07/01/33 0
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964/G01 2.5000 08/01/10 08/01/10
45 2.7500 .0000 .0000
A 10.1250 12 12
360 1 2.0000 2.0000
5.0000 S N .1250
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.0000 5 00 00/00/00
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8576008 4.7500 352,000.00 100
4.7500 347,055.58 ZZ
4.5000 1,836.20 1
9.7500 1,836.20 80
XXXXX XXXXXX XX 00000 9.5000 07/31/03
0436430326 .0000 10/01/03 00
491446 .0000 09/01/33 0
0 2.7500 09/01/08 09/01/08
1
964/G01 2.5000 10/01/08 10/01/08
45 2.7500 .0000 .0000
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360 1 2.0000 2.0000
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4.5000 604,303.95 ZZ
4.2500 3,090.78 1
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XXXXXXXXXX XX 00000 9.2500 08/02/03
0436389241 .0000 10/01/03 00
464930 .0000 09/01/33 0
0 2.7500 09/01/08 09/01/08
964/G01 2.5000 10/01/08 10/01/08
45 2.7500 .0000 .0000
A 9.5000 12 12
360 1 1.0000 1.0000
5.0000 S N .1250
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.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
8906493 9.5000 85,590.00 100
9.5000 85,505.46 ZZ
9.0000 719.69 1
15.5000 719.69 90
ROY UT 84067 15.0000 01/20/04
0437410285 .0000 03/01/04 23
0000107076 .0000 02/01/34 0
0 9.5000 02/01/06 02/01/06
W05/U57 9.0000 03/01/06 03/01/06
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8910109 6.8750 438,000.00 100
6.8750 437,261.95 ZZ
6.5000 2,877.35 1
12.8750 2,877.35 89
XXXXXX XX 00000 12.5000 01/30/04
1
0437509110 .0000 03/01/04 23
0000000000 .0000 02/01/34 0
0 7.3750 02/01/06 02/01/06
W05/U57 7.0000 03/01/06 03/01/06
25 7.3750 .0000 .0000
A 9.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8913965 9.6250 122,000.00 100
9.6250 121,941.55 ZZ
9.1250 1,036.99 1
15.6250 1,036.99 100
XXXXXX XX 00000 15.1250 02/27/04
0437545734 10.0000 04/01/04 23
100205600 9.5000 03/01/34 0
0 10.0000 03/01/06 03/01/06
U45/U56 9.5000 04/01/06 04/01/06
45 10.0000 .0000 .0000
A 12.6250 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8914025 9.9900 188,900.00 100
9.9900 188,816.25 ZZ
9.4900 1,656.34 1
15.9900 1,656.34 100
XXXXXX XX 00000 15.4900 02/24/04
0437600232 .0000 04/01/04 23
0000108248 .0000 03/01/34 0
0 9.9900 03/01/06 03/01/06
W05/U57 9.4900 04/01/06 04/01/06
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8914167 9.5000 65,550.00 100
9.5000 65,517.76 ZZ
1
9.0000 551.18 1
15.5000 551.18 95
XXXXXXXXXX XX 00000 15.0000 02/23/04
0437545577 9.8750 04/01/04 23
132200045 9.3750 03/01/34 0
0 9.8750 03/01/07 03/01/07
U45/U56 9.3750 04/01/07 04/01/07
45 9.8750 .0000 .0000
A 12.5000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8914169 9.8750 98,000.00 100
9.8750 97,955.48 ZZ
9.3750 850.98 1
15.8750 850.98 100
XXXXXX XXXX XX 00000 15.3750 02/27/04
0437544612 9.1250 04/01/04 23
100205571 8.6250 03/01/34 0
0 9.1250 03/01/07 03/01/07
U45/U56 8.6250 04/01/07 04/01/07
45 9.1250 .0000 .0000
A 12.8750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.7500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8914171 9.5000 114,000.00 100
9.5000 113,943.93 ZZ
9.0000 958.57 1
15.5000 958.57 00
XX XXXX XX 00000 15.0000 02/20/04
0437544844 10.2500 04/01/04 23
100205442 9.7500 03/01/34 0
0 10.2500 03/01/07 03/01/07
U45/U56 9.7500 04/01/07 04/01/07
45 10.2500 .0000 .0000
A 12.5000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
8914515 10.3750 50,000.00 100
10.3750 49,979.59 ZZ
9.8750 452.70 1
16.3750 452.70 95
XXXX XXXXX XX 00000 15.8750 02/27/04
0437546054 10.7500 04/01/04 23
40600004 10.2500 03/01/34 0
0 10.7500 03/01/07 03/01/07
U45/U56 10.2500 04/01/07 04/01/07
45 10.7500 .0000 .0000
A 13.3750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
8914533 9.8750 196,650.00 100
9.8750 196,560.66 ZZ
9.3750 1,707.61 1
15.8750 1,707.61 00
XXXX XXXXXX XX 00000 15.3750 02/27/04
0437543945 10.2500 04/01/04 23
100205526 9.7500 03/01/34 0
0 10.2500 03/01/07 03/01/07
U45/U56 9.7500 04/01/07 04/01/07
45 10.2500 .0000 .0000
A 12.8750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8915387 9.9500 82,650.00 100
9.9500 82,613.05 ZZ
9.4500 722.26 1
15.9500 722.26 95
XXXXXXXXXX XX 00000 15.4500 02/13/04
0437577554 .0000 04/01/04 23
47819 .0000 03/01/34 0
0 9.4500 03/01/07 03/01/07
T06/U56 8.9500 04/01/07 04/01/07
25 9.9500 .0000 .0000
A 11.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8915395 9.3500 73,000.00 100
9.3500 72,925.59 ZZ
8.8500 605.85 1
15.3500 605.85 000
XXXXXX XX 00000 14.8500 02/03/04
0437574858 .0000 03/01/04 23
63023 .0000 02/01/34 0
0 8.8500 02/01/06 02/01/06
T06/U56 8.3500 03/01/06 03/01/06
25 9.3500 .0000 .0000
A 11.3500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
8915437 9.7000 99,750.00 100
9.7000 99,750.00 ZZ
9.2000 853.35 1
15.7000 853.35 95
XXXXX XX 00000 15.2000 02/27/04
0437573934 .0000 05/01/04 23
69996 .0000 04/01/34 0
0 9.2000 04/01/06 04/01/06
T06/U56 8.7000 05/01/06 05/01/06
25 9.7000 .0000 .0000
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6.0000 S N .1250
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.0000 5 00 00/00/00
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8915463 9.4000 106,400.00 100
9.4000 106,346.55 ZZ
8.9000 886.92 1
15.4000 886.92 95
XXXXXXXX XX 00000 14.9000 02/03/04
0437573579 .0000 04/01/04 23
71677 .0000 03/01/34 0
0 8.9000 03/01/06 03/01/06
T06/U56 8.4000 04/01/06 04/01/06
25 9.4000 .0000 .0000
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WEST PALM BEAC FL 33401 15.4500 01/07/04
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ATLANTA GA 30307 14.2000 01/09/04
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WATERBURY CT 06704 14.6500 01/12/04
8000004490 8.1500 03/01/04 23
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OAKLAND NJ 07436 13.4000 01/22/04
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PINE BUSH NY 12566 14.1500 01/08/04
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NORFOLK CT 06058 13.4000 01/20/04
8000003514 6.9000 03/01/04 23
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LINDENHURST NY 11757 13.2500 01/06/04
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FT MILL SC 29715 15.2000 01/12/04
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WEST HARTFORD CT 06107 14.3500 01/12/04
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ROCK HILL SC 29732 14.9500 01/09/04
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NEWARK NJ 07104 14.2500 01/29/04
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EASLEY SC 29640 14.1500 01/22/04
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T38/T38 6.4900 03/01/06 03/01/06
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RICHMOND VA 23226 13.9500 01/13/04
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CARBONDALE PA 18407 15.5000 01/09/04
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MENIFEE CA 92584 13.8500 01/15/04
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OZONE PARK NY 11417 13.7500 01/15/04
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GOOSE CREEK SC 29445 14.2500 01/15/04
6000085569 7.7500 03/01/04 23
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SAINT CLOUD MN 56304 13.2500 01/20/04
1000142011 6.7500 03/01/04 23
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TOWSON MD 21286 12.9000 01/09/04
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SAN BERNARDINO CA 92407 13.4000 01/23/04
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SANTA ROSA CA 95403 14.4900 01/21/04
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EAST ISLIP NY 11730 12.9500 01/13/04
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RIO LINDA CA 95673 13.0000 01/06/04
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BRENTWOOD CA 94513 12.2000 01/15/04
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ATLANTA GA 30315 13.9000 01/30/04
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FORT WASHINGTO MD 20744 14.9500 01/16/04
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MANTECA CA 95336 13.6500 01/14/04
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5.2500 2,684.44 1
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FAIRFIELD CT 06824 12.2500 01/30/04
7000092974 5.7500 03/01/04 00
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T38/T38 6.2000 03/01/06 03/01/06
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YAKIMA WA 98901 13.0000 01/19/04
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BOCA RATON FL 33496 13.0000 01/27/04
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STOCKTON CA 95206 13.3500 01/21/04
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HOLLYWOOD FL 33021 13.2500 01/30/04
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HERCULES CA 94547 13.1500 01/13/04
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STOCKTON CA 95205 13.4900 01/05/04
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SACRAMENTO CA 95838 13.0000 01/14/04
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KINGSTON NY 12401 13.6000 01/16/04
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FT WASHINGTON MD 20744 13.8750 01/08/04
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ORLANDO FL 32825 14.6250 02/05/04
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WINSTON SALEM NC 27105 14.3750 02/24/04
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HOUSTON TX 77019 12.3750 01/29/04
0437549496 7.8750 03/01/04 23
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9169662 8.7500 84,000.00 100
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KIRKSVILLE MO 63501 14.2500 02/17/04
0437554801 9.2500 04/01/04 23
401166 8.7500 03/01/34 0
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SOUTH HOLLAND IL 60473 13.2500 01/26/04
0437545965 8.2500 03/01/04 23
401413 7.7500 02/01/34 0
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G33/U56 7.7500 03/01/06 03/01/06
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HUTCHINS TX 75141 14.8750 02/03/04
1
0437544703 9.5000 04/01/04 23
401423 9.0000 03/01/34 0
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G33/U56 9.0000 04/01/06 04/01/06
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9169692 8.8750 223,155.00 100
8.8750 222,903.87 ZZ
8.3750 1,775.52 1
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PLANO TX 75024 14.3750 01/30/04
0437549413 9.1250 03/01/04 23
401632 8.6250 02/01/34 0
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G33/U56 8.6250 03/01/06 03/01/06
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9169700 7.7500 127,300.00 100
7.7500 127,119.74 ZZ
7.3750 911.99 1
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MEMPHIS TN 38135 13.3750 01/30/04
0437546211 8.0000 03/01/04 23
405373 7.6250 02/01/34 0
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G33/U56 7.6250 03/01/07 03/01/07
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9169706 8.7500 169,000.00 100
8.7500 168,804.83 ZZ
1
8.2500 1,329.52 1
14.7500 1,329.52 100
COLONIAL HEIGH VA 23834 14.2500 01/24/04
0437554520 9.2500 03/01/04 23
405476 8.7500 02/01/34 0
0 9.2500 02/01/06 02/01/06
G33/U56 8.7500 03/01/06 03/01/06
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9169714 7.5000 225,000.00 100
7.5000 224,833.02 ZZ
7.1250 1,573.23 1
13.5000 1,573.23 100
WILLIAMSBURG VA 23188 13.1250 02/05/04
0437565930 8.1250 04/01/04 23
405609 7.7500 03/01/34 0
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G33/U56 7.7500 04/01/07 04/01/07
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9169718 8.3750 122,000.00 100
8.3750 121,924.17 ZZ
7.8750 927.29 1
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MEMPHIS TN 38125 13.8750 02/11/04
0437554504 9.5000 04/01/04 23
405904 9.0000 03/01/34 0
0 9.5000 03/01/06 03/01/06
G33/U56 9.0000 04/01/06 04/01/06
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9169726 7.8750 80,000.00 100
7.8750 79,889.52 ZZ
7.5000 580.06 1
13.8750 580.06 100
SAN ANTONIO TX 78238 13.5000 01/30/04
0437554975 8.2500 03/01/04 23
410757 7.8750 02/01/34 0
0 8.2500 02/01/06 02/01/06
G33/U56 7.8750 03/01/06 03/01/06
25 8.2500 .0000 .0000
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360 E 1.0000 1.0000
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9169730 8.3750 228,000.00 100
8.3750 227,715.59 ZZ
7.8750 1,732.96 1
14.3750 1,732.96 100
WIXOM MI 48393 13.8750 01/28/04
0437546559 9.0000 03/01/04 23
415151 8.5000 02/01/34 0
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G33/U56 8.5000 03/01/06 03/01/06
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9169734 8.0000 89,000.00 100
8.0000 88,880.17 ZZ
7.6250 653.05 1
14.0000 653.05 100
GOBLES MI 49055 13.6250 01/29/04
0437554215 8.7500 03/01/04 23
415532 8.3750 02/01/34 0
0 8.7500 02/01/06 02/01/06
G33/U56 8.3750 03/01/06 03/01/06
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1
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9169738 9.1250 63,650.00 100
9.1250 63,582.00 ZZ
8.6250 517.88 1
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DALLAS TX 75219 14.6250 02/05/04
0437565153 9.2500 03/01/04 23
363809 8.7500 02/01/34 0
0 9.2500 02/01/06 02/01/06
G33/U56 8.7500 03/01/06 03/01/06
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9169744 8.0000 184,500.00 100
8.0000 184,376.20 ZZ
7.6250 1,353.80 1
14.0000 1,353.80 100
TACOMA WA 98418 13.6250 02/23/04
0437546435 8.5000 04/01/04 23
364438 8.1250 03/01/34 0
0 8.5000 03/01/06 03/01/06
G33/U56 8.1250 04/01/06 04/01/06
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9169748 7.5000 89,000.00 100
7.5000 88,867.49 ZZ
7.1250 622.30 1
13.5000 622.30 100
KEARNS UT 84118 13.1250 02/03/04
0437552771 8.0000 03/01/04 23
364576 7.6250 02/01/34 0
0 8.0000 02/01/06 02/01/06
G33/U56 7.6250 03/01/06 03/01/06
25 8.0000 .0000 .0000
A 10.5000 6 6
1
360 E 1.0000 1.0000
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9169754 8.3750 78,850.00 100
8.3750 78,800.99 ZZ
7.8750 599.32 1
14.3750 599.32 95
WARREN MI 48089 13.8750 02/12/04
0437571029 9.0000 04/01/04 23
415606 8.5000 03/01/34 0
0 9.0000 03/01/06 03/01/06
G33/U56 8.5000 04/01/06 04/01/06
25 9.0000 .0000 .0000
A 11.3750 6 6
360 E 1.0000 1.0000
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.0000 1 00 00/00/00
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9169760 8.3750 211,017.00 100
8.3750 210,753.77 ZZ
7.8750 1,603.88 1
14.3750 1,603.88 100
ROWLETT TX 75089 13.8750 01/30/04
0437546112 8.7500 03/01/04 23
415762 8.2500 02/01/34 0
0 8.7500 02/01/06 02/01/06
G33/U56 8.2500 03/01/06 03/01/06
25 8.7500 .0000 .0000
A 11.3750 6 6
360 E 1.0000 1.0000
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9169764 7.3750 144,400.00 100
7.3750 144,154.00 ZZ
7.0000 997.33 1
13.3750 997.33 95
DENTON TX 76226 13.0000 01/30/04
0437563596 7.8750 03/01/04 23
415789 7.5000 02/01/34 0
0 7.8750 02/01/06 02/01/06
1
G33/U56 7.5000 03/01/06 03/01/06
25 7.8750 .0000 .0000
A 10.3750 6 6
360 E 1.0000 1.0000
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.0000 1 00 00/00/00
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9169768 8.8750 60,705.00 100
8.8750 60,670.96 ZZ
8.3750 483.00 1
14.8750 483.00 95
YUKON OK 73099 14.3750 02/19/04
0437545999 8.8750 04/01/04 23
415830 8.3750 03/01/34 0
0 8.8750 03/01/06 03/01/06
G33/U56 8.3750 04/01/06 04/01/06
25 8.8750 .0000 .0000
A 11.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169774 8.1250 67,450.00 100
8.1250 67,405.88 ZZ
7.6250 500.81 1
14.1250 500.81 95
DETROIT MI 48228 13.6250 02/23/04
0437562614 8.7500 04/01/04 23
415880 8.2500 03/01/34 0
0 8.7500 03/01/06 03/01/06
G33/U56 8.2500 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.1250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169778 9.0000 300,000.00 100
9.0000 299,836.13 ZZ
8.5000 2,413.87 1
15.0000 2,413.87 95
ELLENWOOD GA 30294 14.5000 02/09/04
1
0437546716 9.3750 04/01/04 23
420524 8.8750 03/01/34 0
0 9.3750 03/01/06 03/01/06
G33/U56 8.8750 04/01/06 04/01/06
25 9.3750 .0000 .0000
A 12.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169782 8.6250 167,200.00 100
8.6250 166,879.72 ZZ
8.1250 1,300.46 1
14.6250 1,300.46 95
BATON ROUGE LA 70815 14.1250 02/03/04
0437547052 8.7500 04/01/04 23
420565 8.2500 03/01/34 0
0 8.7500 03/01/06 03/01/06
G33/U56 8.2500 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169788 8.6250 50,350.00 100
8.6250 50,320.27 ZZ
8.1250 391.62 1
14.6250 391.62 95
CHICKASAW AL 36611 14.1250 02/09/04
0437546310 8.7500 04/01/04 23
420610 8.2500 03/01/34 0
0 8.7500 03/01/06 03/01/06
G33/U56 8.2500 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169792 6.7500 54,900.00 100
6.7500 54,852.73 ZZ
1
6.3750 356.08 1
12.7500 356.08 90
MOBILE AL 36605 12.3750 02/03/04
0437549256 7.2500 04/01/04 23
420750 6.8750 03/01/34 0
0 7.2500 03/01/06 03/01/06
G33/U56 6.8750 04/01/06 04/01/06
25 7.2500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169796 7.6250 77,250.00 100
7.6250 77,137.82 ZZ
7.2500 546.77 1
13.6250 546.77 100
GULF SHORES AL 36542 13.2500 02/05/04
0437554355 8.0000 03/01/04 23
420765 7.6250 02/01/34 0
0 8.0000 02/01/06 02/01/06
G33/U56 7.6250 03/01/06 03/01/06
25 8.0000 .0000 .0000
A 10.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169800 8.6250 140,600.00 100
8.6250 140,516.99 ZZ
8.1250 1,093.57 1
14.6250 1,093.57 95
CONYERS GA 30012 14.1250 02/02/04
0437555006 8.7500 04/01/04 23
420798 8.2500 03/01/34 0
0 8.7500 03/01/06 03/01/06
G33/U56 8.2500 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9169808 7.5000 167,000.00 100
7.5000 166,876.06 ZZ
7.0000 1,167.69 1
13.5000 1,167.69 100
FAIRVIEW TN 37062 13.0000 02/13/04
0437548274 8.3750 04/01/04 23
420851 7.8750 03/01/34 0
0 8.3750 03/01/06 03/01/06
G33/U56 7.8750 04/01/06 04/01/06
25 8.3750 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169812 7.5000 160,455.00 100
7.5000 160,335.92 ZZ
7.1250 1,121.92 1
13.5000 1,121.92 95
UNION CITY GA 30291 13.1250 02/17/04
0437562440 7.8750 04/01/04 23
420901 7.5000 03/01/34 0
0 7.8750 03/01/06 03/01/06
G33/U56 7.5000 04/01/06 04/01/06
25 7.8750 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9169816 7.5000 179,000.00 100
7.5000 178,867.16 ZZ
7.1250 1,251.59 1
13.5000 1,251.59 100
BUFORD GA 30519 13.1250 02/13/04
0437553340 8.0000 04/01/04 23
420910 7.6250 03/01/34 0
0 8.0000 03/01/06 03/01/06
G33/U56 7.6250 04/01/06 04/01/06
25 8.0000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169824 8.6250 120,000.00 100
8.6250 119,929.15 ZZ
8.1250 933.35 1
14.6250 933.35 100
ST. PETERSBURG FL 33705 14.1250 02/13/04
0437546286 9.5000 04/01/04 23
420933 9.0000 03/01/34 0
0 9.5000 03/01/06 03/01/06
G33/U56 9.0000 04/01/06 04/01/06
25 9.5000 .0000 .0000
A 11.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169828 8.7500 93,000.00 100
8.7500 92,892.60 ZZ
8.2500 731.63 1
14.7500 731.63 100
ANGLETON TX 77515 14.2500 01/29/04
0437546914 9.3750 03/01/04 23
425092 8.8750 02/01/34 0
0 9.3750 02/01/06 02/01/06
G33/U56 8.8750 03/01/06 03/01/06
25 9.3750 .0000 .0000
A 11.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169830 9.3750 79,900.00 100
9.3750 79,859.65 ZZ
8.8750 664.57 1
15.3750 664.57 100
HOUSTON TX 77044 14.8750 02/13/04
0437546203 9.5000 04/01/04 23
425194 9.0000 03/01/34 0
0 9.5000 03/01/06 03/01/06
G33/U56 9.0000 04/01/06 04/01/06
25 9.5000 .0000 .0000
A 12.3750 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9169832 8.7500 129,463.00 100
8.7500 129,313.48 ZZ
8.2500 1,018.49 1
14.7500 1,018.49 100
INDIANAPOLIS IN 46229 14.2500 02/02/04
0437554090 9.2500 03/01/04 23
425232 8.7500 02/01/34 0
0 9.2500 02/01/06 02/01/06
G33/U56 8.7500 03/01/06 03/01/06
25 9.2500 .0000 .0000
A 11.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169838 9.6250 113,000.00 100
9.6250 112,945.86 ZZ
9.1250 960.49 1
15.6250 960.49 100
HOUSTON TX 77045 15.1250 02/18/04
0437548142 9.8750 04/01/04 23
425270 9.3750 03/01/34 0
0 9.8750 03/01/07 03/01/07
G33/U56 9.3750 04/01/07 04/01/07
25 9.8750 .0000 .0000
A 12.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 07 0 00/00/00
O .0000
9169842 7.6250 151,050.00 100
7.6250 150,940.68 ZZ
7.1250 1,069.12 1
13.6250 1,069.12 95
COLORADO SPRIN CO 80916 13.1250 02/11/04
0437554587 8.0000 04/01/04 23
425372 7.5000 03/01/34 0
0 8.0000 03/01/06 03/01/06
1
G33/U56 7.5000 04/01/06 04/01/06
25 8.0000 .0000 .0000
A 10.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169852 7.0000 82,175.00 100
7.0000 82,107.64 ZZ
6.5000 546.71 1
13.0000 546.71 95
TOMBALL TX 77377 12.5000 02/11/04
0437565328 8.0000 04/01/04 23
425391 7.5000 03/01/34 0
0 8.0000 03/01/06 03/01/06
G33/U56 7.5000 04/01/06 04/01/06
25 8.0000 .0000 .0000
A 10.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169888 7.5000 164,000.00 100
7.5000 163,878.29 ZZ
7.1250 1,146.71 1
13.5000 1,146.71 100
HOUSTON TX 77083 13.1250 02/13/04
0437557598 8.0000 04/01/04 23
430121 7.6250 03/01/34 0
0 8.0000 03/01/06 03/01/06
G33/U56 7.6250 04/01/06 04/01/06
25 8.0000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9169978 6.5000 500,000.00 100
6.5000 499,547.99 ZZ
6.1250 3,160.34 1
12.5000 3,160.34 72
BELLEVUE WA 98004 12.1250 01/30/04
1
0437527815 .0000 04/01/04 00
E641005 .0000 03/01/34 0
0 7.1250 03/01/06 03/01/06
950/U57 6.7500 04/01/06 04/01/06
25 7.1250 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170022 8.7500 189,900.00 100
8.7500 189,790.74 ZZ
8.2500 1,493.95 1
15.7500 1,493.95 100
FT COLLINS CO 80525 15.2500 02/16/04
0437557010 8.7500 04/01/04 23
60F94015 8.2500 03/01/34 0
0 9.3500 03/01/06 03/01/06
Q67/U56 8.8500 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170034 8.9900 214,900.00 100
8.9900 214,782.37 ZZ
8.4900 1,727.59 1
15.9900 1,727.59 100
WACONIA MN 55387 15.4900 02/25/04
0437557515 8.9900 04/01/04 23
910191005 8.4900 03/01/34 0
0 8.0000 03/01/06 03/01/06
Q67/U56 7.5000 04/01/06 04/01/06
25 8.9900 .0000 .0000
A 11.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170040 9.2500 99,500.00 100
9.2500 99,448.41 ZZ
1
8.7500 818.57 1
16.2500 818.57 100
INDIANAPOLIS IN 46221 15.7500 02/24/04
0437553555 9.2500 04/01/04 23
910194774 8.7500 03/01/34 0
0 9.8500 03/01/06 03/01/06
Q67/U56 9.3500 04/01/06 04/01/06
25 9.2500 .0000 .0000
A 12.2500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170072 9.2500 85,000.00 100
9.2500 84,955.93 ZZ
8.7500 699.28 1
16.2500 699.28 100
ECORSE MI 48229 15.7500 02/06/04
0437550742 9.2500 04/01/04 23
60F90137 8.7500 03/01/34 0
0 9.8500 03/01/06 03/01/06
Q67/U56 9.3500 04/01/06 04/01/06
25 9.2500 .0000 .0000
A 12.2500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170896 7.4000 109,582.50 100
7.4000 109,499.53 ZZ
6.9000 758.73 1
13.4000 758.73 95
MACON GA 31206 12.9000 02/27/04
0437568777 7.4000 04/01/04 23
0000089747 6.9000 03/01/34 0
0 7.1900 03/01/06 03/01/06
K60/U56 6.6900 04/01/06 04/01/06
25 7.4000 .0000 .0000
A 10.4000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9170906 7.6250 145,900.00 100
7.6250 145,794.40 ZZ
7.2500 1,032.67 1
13.6250 1,032.67 100
NORTH LAUDERDA FL 33068 13.2500 02/25/04
0437566607 7.6250 04/01/04 23
0000089440 7.2500 03/01/34 0
0 7.4200 03/01/06 03/01/06
K60/U56 7.0450 04/01/06 04/01/06
25 7.6250 .0000 .0000
A 10.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
9170916 9.0000 132,500.00 100
9.0000 132,427.63 ZZ
8.5000 1,066.12 1
15.0000 1,066.12 100
ACWORTH GA 30101 14.5000 02/06/04
0437569643 9.0000 04/01/04 23
0001074276 8.5000 03/01/34 0
0 8.7900 03/01/06 03/01/06
K60/U56 8.2900 04/01/06 04/01/06
25 9.0000 .0000 .0000
A 12.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9170926 8.3800 138,700.00 100
8.3800 138,613.88 ZZ
7.8800 1,054.71 1
14.3800 1,054.71 95
JACKSONVILLE FL 32257 13.8800 02/11/04
0437564040 8.3800 04/01/04 23
0001075370 7.8800 03/01/34 0
0 8.1500 03/01/07 03/01/07
K60/U56 7.6500 04/01/07 04/01/07
25 8.3800 .0000 .0000
A 11.3800 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
9170934 8.3800 54,910.00 100
8.3800 54,875.90 ZZ
7.8800 417.55 1
14.3800 417.55 95
HENDERSON TX 75654 13.8800 02/17/04
0437548829 8.3800 04/01/04 23
0001075612 7.8800 03/01/34 0
0 8.1700 03/01/07 03/01/07
K60/U56 7.6700 04/01/07 04/01/07
25 8.3800 .0000 .0000
A 11.3800 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170942 7.8100 65,786.00 100
7.8100 65,740.13 ZZ
7.3100 474.03 1
13.8100 474.03 100
WICHITA FALLS TX 76306 13.3100 02/23/04
0437569510 7.8100 04/01/04 23
0001076288 7.3100 03/01/34 0
0 7.6000 03/01/06 03/01/06
K60/U56 7.1000 04/01/06 04/01/06
25 7.8100 .0000 .0000
A 10.8100 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170952 7.5000 57,000.00 100
7.5000 56,957.70 ZZ
7.0000 398.55 1
13.5000 398.55 95
ALTUS OK 73521 13.0000 02/20/04
0437564164 7.5000 04/01/04 23
0001076459 7.0000 03/01/34 0
0 7.2700 03/01/06 03/01/06
K60/U56 6.7700 04/01/06 04/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170962 8.5000 96,000.00 100
8.5000 95,941.84 ZZ
8.0000 738.16 1
14.5000 738.16 100
CLARKSVILLE TN 37040 14.0000 02/27/04
0437565435 8.5000 04/01/04 23
0001077639 8.0000 03/01/34 0
0 8.2900 03/01/06 03/01/06
K60/U56 7.7900 04/01/06 04/01/06
25 8.5000 .0000 .0000
A 11.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170968 8.1300 97,850.00 100
8.1300 97,786.05 ZZ
7.7550 726.88 1
14.1300 726.88 100
ROYSTON GA 30662 13.7550 02/27/04
0437566268 8.1300 04/01/04 23
0001077760 7.7550 03/01/34 0
0 7.9200 03/01/07 03/01/07
K60/U56 7.5450 04/01/07 04/01/07
25 8.1300 .0000 .0000
A 11.1300 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9170976 8.0000 79,800.00 100
8.0000 79,692.56 ZZ
7.5000 585.54 1
14.0000 585.54 95
TULSA OK 74136 13.5000 02/02/04
0437565179 8.0000 03/01/04 23
0000088996 7.5000 02/01/34 0
0 7.7900 02/01/06 02/01/06
1
K60/U56 7.2900 03/01/06 03/01/06
25 8.0000 .0000 .0000
A 11.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
9170986 8.8700 133,000.00 100
8.8700 132,925.36 ZZ
8.4950 1,057.73 1
14.8700 1,057.73 100
WARREN MI 48091 14.4950 02/27/04
0437569858 8.8700 04/01/04 23
0000089939 8.4950 03/01/34 0
0 8.6600 03/01/06 03/01/06
K60/U56 8.2850 04/01/06 04/01/06
25 8.8700 .0000 .0000
A 11.8700 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
9171008 8.0000 78,000.00 100
8.0000 77,947.66 ZZ
7.6250 572.34 1
14.0000 572.34 100
VIRGINIA BEACH VA 23453 13.6250 02/26/04
0437564289 8.0000 04/01/04 23
0001070423 7.6250 03/01/34 0
0 7.7900 03/01/06 03/01/06
K60/U56 7.4150 04/01/06 04/01/06
25 8.0000 .0000 .0000
A 11.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 09 0 00/00/00
O .0000
9171018 7.6300 78,000.00 100
7.6300 77,943.60 ZZ
7.2550 552.35 1
13.6300 552.35 100
ARLINGTON TX 76010 13.2550 02/12/04
1
0437548241 7.6300 04/01/04 23
0001073743 7.2550 03/01/34 0
0 7.4000 03/01/07 03/01/07
K60/U56 7.0250 04/01/07 04/01/07
25 7.6300 .0000 .0000
A 10.6300 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9171030 8.7500 94,905.00 100
8.7500 94,850.40 ZZ
8.2500 746.62 1
14.7500 746.62 95
PARK FOREST IL 60466 14.2500 02/25/04
0437569577 8.7500 04/01/04 23
0000089836 8.2500 03/01/34 0
0 8.5400 03/01/06 03/01/06
K60/U56 8.0400 04/01/06 04/01/06
25 8.7500 .0000 .0000
A 11.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9171040 9.5000 81,522.00 100
9.5000 81,481.90 ZZ
9.0000 685.48 1
15.5000 685.48 100
HOCKLEY TX 77447 15.0000 02/24/04
0437569833 9.5000 04/01/04 23
0000089862 9.0000 03/01/34 0
0 9.2900 03/01/06 03/01/06
K60/U56 8.7900 04/01/06 04/01/06
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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SACRAMENTO CA 95829 11.2500 02/10/04
0437572704 5.7500 04/01/04 23
2290040170310 5.2500 03/01/34 0
0 5.5000 03/01/06 03/01/06
Q82/U56 5.0000 04/01/06 04/01/06
25 5.7500 .0000 .0000
A 8.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
9183682 7.0500 118,000.00 100
7.0500 117,807.88 ZZ
6.5500 789.03 1
13.0500 789.03 100
COWPENS SC 29330 12.5500 02/20/04
0437587561 7.0500 03/25/04 23
2010040279690 6.5500 02/25/34 0
0 6.8000 02/25/06 02/25/06
Q82/U56 6.3000 03/25/06 03/25/06
25 7.0500 .0000 .0000
A 10.0500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
9183686 7.1900 159,900.00 100
7.1900 159,646.76 ZZ
6.6900 1,084.31 1
13.1900 1,084.31 100
PORTSMOUTH VA 23703 12.6900 02/17/04
1
0437568348 7.1900 03/19/04 23
2010040279770 6.6900 02/19/34 0
0 6.9400 02/19/06 02/19/06
Q82/U56 6.4400 03/19/06 03/19/06
25 7.1900 .0000 .0000
A 10.1900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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O .0000
9183688 9.9900 110,000.00 100
9.9900 109,902.05 ZZ
9.4900 964.52 1
15.9900 964.52 100
CHARLOTTE NC 28213 15.4900 02/06/04
0437578537 9.9900 03/06/04 23
2010040173500 9.4900 02/06/34 0
0 9.7400 02/06/06 02/06/06
Q82/U56 9.2400 03/06/06 03/06/06
25 9.9900 .0000 .0000
A 12.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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9183690 7.5000 186,900.00 100
7.5000 186,621.73 ZZ
7.0000 1,306.83 1
13.5000 1,306.83 89
BROOKLYN PARK MN 55444 13.0000 12/31/03
0437553936 7.5000 03/01/04 23
00031867 7.0000 02/01/34 0
0 6.5000 02/01/06 02/01/06
W50/U56 6.0000 03/01/06 03/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183694 8.2400 100,000.00 100
8.2400 99,871.76 ZZ
1
7.7400 750.57 1
14.2400 750.57 100
LEWISBURG TN 37091 13.7400 02/10/04
0437583644 8.2400 03/18/04 23
2010040173570 7.7400 02/18/34 0
0 7.9900 02/18/06 02/18/06
Q82/U56 7.4900 03/18/06 03/18/06
25 8.2400 .0000 .0000
A 11.2400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
9183698 10.5900 111,957.00 100
10.5900 111,869.34 ZZ
10.0900 1,031.66 1
16.5900 1,031.66 95
CONWAY AR 72034 16.0900 01/30/04
0437568991 10.5900 03/01/04 23
2210040136900 10.0900 02/01/34 0
0 10.3400 02/01/06 02/01/06
Q82/U56 9.8400 03/01/06 03/01/06
25 10.5900 .0000 .0000
A 13.5900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
9183702 10.7900 55,100.00 100
10.7900 55,058.68 ZZ
10.2900 516.01 1
16.7900 516.01 95
WILLIAMSPORT PA 17701 16.2900 02/06/04
0437572167 10.7900 03/09/04 23
2030040176530 10.2900 02/09/34 0
0 10.5400 02/09/06 02/09/06
Q82/U56 10.0400 03/09/06 03/09/06
25 10.7900 .0000 .0000
A 13.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
1
9183708 7.4500 164,000.00 100
7.4500 163,877.06 ZZ
6.9500 1,141.11 1
13.4500 1,141.11 100
CICERO IL 60804 12.9500 02/10/04
0437575483 7.4500 04/01/04 23
2070040146340 6.9500 03/01/34 0
0 7.2000 03/01/06 03/01/06
Q82/U56 6.7000 04/01/06 04/01/06
25 7.4500 .0000 .0000
A 10.4500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
9183710 10.0000 144,266.00 100
10.0000 144,202.18 ZZ
9.5000 1,266.04 1
16.0000 1,266.04 100
PEARLAND TX 77584 15.5000 02/20/04
0437565815 10.0000 04/01/04 23
0000089257 9.5000 03/01/34 0
0 9.8300 03/01/06 03/01/06
K60/U56 9.3300 04/01/06 04/01/06
25 10.0000 .0000 .0000
A 13.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183712 8.2400 110,000.00 100
8.2400 109,929.71 ZZ
7.7400 825.62 1
14.2400 825.62 100
CHICAGO IL 60628 13.7400 03/01/04
0437581374 8.2400 04/01/04 23
2070040253480 7.7400 03/01/34 0
0 7.9900 03/01/06 03/01/06
Q82/U56 7.4900 04/01/06 04/01/06
25 8.2400 .0000 .0000
A 11.2400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
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O .0000
9183716 7.5500 146,000.00 100
7.5500 145,892.72 ZZ
7.0500 1,025.86 1
13.5500 1,025.86 100
TEMPE AZ 85283 13.0500 02/23/04
0437586563 7.5500 04/01/04 23
2260040298770 7.0500 03/01/34 0
0 7.3000 03/01/06 03/01/06
Q82/U56 6.8000 04/01/06 04/01/06
25 7.5500 .0000 .0000
A 10.5500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183720 6.7500 73,000.00 100
6.7500 72,937.15 ZZ
6.2500 473.48 1
12.7500 473.48 100
NEW CASTLE IN 47362 12.2500 02/26/04
0437575004 6.7500 04/10/04 23
2050040207440 6.2500 03/10/34 0
0 6.5000 03/10/06 03/10/06
Q82/U56 6.0000 04/10/06 04/10/06
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183722 9.9900 131,500.00 100
9.9900 131,382.91 ZZ
9.4900 1,153.04 1
15.9900 1,153.04 100
MOUNT HOLLY NC 28120 15.4900 02/02/04
0437585789 9.9900 03/03/04 23
2010040173830 9.4900 02/03/34 0
0 9.7400 02/03/06 02/03/06
Q82/U56 9.2400 03/03/06 03/03/06
25 9.9900 .0000 .0000
A 12.9900 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9183726 5.3500 50,000.00 100
5.3500 49,887.17 ZZ
4.8500 279.21 1
11.3500 279.21 70
EVANSVILLE IN 47714 10.8500 01/28/04
0437574775 5.3500 03/03/04 00
2050040100720 4.8500 02/03/34 0
0 5.1000 02/03/06 02/03/06
Q82/U56 4.6000 03/03/06 03/03/06
25 5.3500 .0000 .0000
A 8.3500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183730 7.1900 144,400.00 100
7.1900 144,171.31 ZZ
6.6900 979.20 1
13.1900 979.20 95
APOPKA FL 32703 12.6900 02/06/04
0437583305 7.1900 03/07/04 23
2250040162020 6.6900 02/07/34 0
0 6.9400 02/07/06 02/07/06
Q82/U56 6.4400 03/07/06 03/07/06
25 7.1900 .0000 .0000
A 10.1900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9183736 7.8000 152,000.00 100
7.8000 151,786.37 ZZ
7.3000 1,094.21 1
13.8000 1,094.21 100
PEMBROKE PINES FL 33024 13.3000 02/05/04
0437587082 7.8000 03/10/04 23
2060040146380 7.3000 02/10/34 0
0 7.5500 02/10/07 02/10/07
1
Q82/U56 7.0500 03/10/07 03/10/07
25 7.8000 .0000 .0000
A 10.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 01 0 00/00/00
O .0000
9183740 9.6900 161,500.00 100
9.6900 161,346.75 ZZ
9.1900 1,380.43 2
15.6900 1,380.43 95
EAST ORANGE NJ 07018 15.1900 02/13/04
0437581358 9.6900 03/13/04 23
2350040136950 9.1900 02/13/34 0
0 9.4400 02/13/06 02/13/06
Q82/U56 8.9400 03/13/06 03/13/06
25 9.6900 .0000 .0000
A 12.6900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183744 6.9000 255,550.00 100
6.9000 255,104.44 ZZ
6.4000 1,683.06 1
12.9000 1,683.06 95
WAUSEON OH 43567 12.4000 02/13/04
0437587959 6.9000 03/19/04 23
2080040166760 6.4000 02/19/34 0
0 6.6500 02/19/07 02/19/07
Q82/U56 6.1500 03/19/07 03/19/07
25 6.9000 .0000 .0000
A 9.9000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183750 7.2700 145,000.00 100
7.2700 144,887.33 ZZ
6.7700 991.13 1
13.2700 991.13 100
KANSAS CITY MO 64118 12.7700 02/24/04
1
0437568512 7.2700 04/01/04 23
2070040254280 6.7700 03/01/34 0
0 7.0200 03/01/06 03/01/06
Q82/U56 6.5200 04/01/06 04/01/06
25 7.2700 .0000 .0000
A 10.2700 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183752 9.3900 204,250.00 100
9.3900 204,043.55 ZZ
8.8900 1,701.08 1
15.3900 1,701.08 95
EDISON NJ 08820 14.8900 02/11/04
0437570500 9.3900 03/11/04 23
2350040137010 8.8900 02/11/34 0
0 9.1400 02/11/06 02/11/06
Q82/U56 8.6400 03/11/06 03/11/06
25 9.3900 .0000 .0000
A 12.3900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
9183754 8.0500 65,000.00 100
8.0500 64,913.35 ZZ
7.5500 479.22 1
14.0500 479.22 100
LEXINGTON NC 27292 13.5500 02/24/04
0437568207 8.0500 03/25/04 23
2010040286050 7.5500 02/25/34 0
0 7.8000 02/25/06 02/25/06
Q82/U56 7.3000 03/25/06 03/25/06
25 8.0500 .0000 .0000
A 11.0500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183758 8.4900 85,000.00 100
8.4900 84,948.40 ZZ
1
7.9900 652.98 1
14.4900 652.98 100
NORTH VERNON IN 47265 13.9900 02/27/04
0437572258 8.4900 04/02/04 23
2050040208110 7.9900 03/02/34 0
0 8.2400 03/02/06 03/02/06
Q82/U56 7.7400 04/02/06 04/02/06
25 8.4900 .0000 .0000
A 11.4900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183762 7.2500 85,000.00 100
7.2500 84,933.69 ZZ
6.7500 579.85 1
13.2500 579.85 100
GLENDALE AZ 85301 12.7500 02/20/04
0437573322 7.2500 04/01/04 23
2260040298960 6.7500 03/01/34 0
0 7.0000 03/01/07 03/01/07
Q82/U56 6.5000 04/01/07 04/01/07
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 01 0 00/00/00
O .0000
9183768 7.9500 184,000.00 100
7.9500 183,875.28 ZZ
7.4500 1,343.72 1
13.9500 1,343.72 100
CHANDLER AZ 85249 13.4500 02/23/04
0437567597 7.9500 04/01/04 23
2260040299060 7.4500 03/01/34 0
0 7.7000 03/01/07 03/01/07
Q82/U56 7.2000 04/01/07 04/01/07
25 7.9500 .0000 .0000
A 10.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
1
9183810 9.8400 109,250.00 100
9.8400 109,199.99 ZZ
9.3400 945.86 1
15.8400 945.86 95
ST. JOSEPH MO 64506 15.3400 02/16/04
0437574106 9.8400 04/01/04 23
2070040143480 9.3400 03/01/34 0
0 9.5900 03/01/06 03/01/06
Q82/U56 9.0900 04/01/06 04/01/06
25 9.8400 .0000 .0000
A 12.8400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183812 9.6900 147,250.00 100
9.6900 147,180.41 ZZ
9.1900 1,258.63 1
15.6900 1,258.63 95
CICERO IL 60804 15.1900 02/20/04
0437586134 9.6900 04/01/04 23
2070040143550 9.1900 03/01/34 0
0 9.4400 03/01/06 03/01/06
Q82/U56 8.9400 04/01/06 04/01/06
25 9.6900 .0000 .0000
A 12.6900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183814 5.7500 94,658.00 100
5.7500 94,459.87 T
5.2500 552.40 1
11.7500 552.40 95
CULVER IN 46511 11.2500 02/27/04
0437584808 5.7500 03/28/04 23
2050040208150 5.2500 02/28/34 0
0 5.5000 02/28/07 02/28/07
Q82/U56 5.0000 03/28/07 03/28/07
25 5.7500 .0000 .0000
A 8.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183818 6.7500 63,900.00 100
6.7500 63,789.65 ZZ
6.2500 414.46 1
12.7500 414.46 99
CHESAPEAKE VA 23320 12.2500 02/20/04
0437605447 6.7500 03/26/04 23
2010040281620 6.2500 02/26/34 0
0 6.5000 02/26/06 02/26/06
Q82/U56 6.0000 03/26/06 03/26/06
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 09 0 00/00/00
O .0000
9183822 9.4400 80,750.00 100
9.4400 80,667.67 ZZ
8.9400 675.46 2
15.4400 675.46 95
DETROIT MI 48238 14.9400 02/13/04
0437577786 9.4400 03/13/04 23
2080040165350 8.9400 02/13/34 0
0 9.1900 02/13/06 02/13/06
Q82/U56 8.6900 03/13/06 03/13/06
25 9.4400 .0000 .0000
A 12.4400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183826 7.8400 124,900.00 100
7.8400 124,726.30 ZZ
7.3400 902.58 1
13.8400 902.58 100
WAUSEON OH 43567 13.3400 02/10/04
0437577034 7.8400 03/10/04 23
2080040165420 7.3400 02/10/34 0
0 7.5900 02/10/06 02/10/06
Q82/U56 7.0900 03/10/06 03/10/06
25 7.8400 .0000 .0000
A 10.8400 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183830 7.4000 114,500.00 100
7.4000 114,326.07 ZZ
6.9000 792.78 1
13.4000 792.78 100
JUNCTION CITY OR 97448 12.9000 01/28/04
0437578016 7.4000 03/05/04 23
2230040173820 6.9000 02/05/34 0
0 7.1500 02/05/06 02/05/06
Q82/U56 6.6500 03/05/06 03/05/06
25 7.4000 .0000 .0000
A 10.4000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183838 8.7900 161,278.00 100
8.7900 161,185.97 ZZ
8.2900 1,273.39 1
14.7900 1,273.39 95
CHICAGO IL 60629 14.2900 02/17/04
0437583552 8.7900 04/01/04 23
2070040143660 8.2900 03/01/34 0
0 8.5400 03/01/06 03/01/06
Q82/U56 8.0400 04/01/06 04/01/06
25 8.7900 .0000 .0000
A 11.7900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183844 8.7400 64,885.00 100
8.7400 64,809.90 ZZ
8.2400 509.99 1
14.7400 509.99 95
COLUMBIA CITY IN 46725 14.2400 02/17/04
0437589765 8.7400 03/19/04 23
2050040205640 8.2400 02/19/34 0
0 8.4900 02/19/06 02/19/06
1
Q82/U56 7.9900 03/19/06 03/19/06
25 8.7400 .0000 .0000
A 11.7400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183852 9.1900 170,500.00 100
9.1900 170,320.29 ZZ
8.6900 1,395.26 1
15.1900 1,395.26 95
LANDOVER MD 20785 14.6900 02/10/04
0437584048 9.1900 03/17/04 23
2220040139140 8.6900 02/17/34 0
0 8.9400 02/17/06 02/17/06
Q82/U56 8.4400 03/17/06 03/17/06
25 9.1900 .0000 .0000
A 12.1900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 09 0 00/00/00
O .0000
9183856 7.2500 137,900.00 100
7.2500 137,792.42 ZZ
6.7500 940.73 1
13.2500 940.73 100
MESA AZ 85212 12.7500 02/20/04
0437585367 7.2500 04/01/04 23
2260040297110 6.7500 03/01/34 0
0 7.0000 03/01/06 03/01/06
Q82/U56 6.5000 04/01/06 04/01/06
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9183860 7.4000 143,000.00 100
7.4000 142,782.78 ZZ
6.9000 990.11 1
13.4000 990.11 100
INDIANAPOLIS IN 46231 12.9000 02/13/04
1
0437570856 7.4000 03/20/04 23
2050040205750 6.9000 02/20/34 0
0 7.1500 02/20/06 02/20/06
Q82/U56 6.6500 03/20/06 03/20/06
25 7.4000 .0000 .0000
A 10.4000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183862 7.8400 478,339.00 100
7.8400 477,673.77 ZZ
7.3400 3,456.68 1
13.8400 3,456.68 80
ACAMPO CA 95220 13.3400 01/26/04
0437582620 7.8400 03/01/04 00
2290040168890 7.3400 02/01/34 0
0 7.5900 02/01/07 02/01/07
Q82/U56 7.0900 03/01/07 03/01/07
25 7.8400 .0000 .0000
A 10.8400 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9183866 7.9500 86,000.00 100
7.9500 85,883.01 ZZ
7.4500 628.05 1
13.9500 628.05 100
BARTOW FL 33830 13.4500 01/24/04
0437568975 7.9500 03/01/04 23
2200040166870 7.4500 02/01/34 0
0 7.7000 02/01/06 02/01/06
Q82/U56 7.2000 03/01/06 03/01/06
25 7.9500 .0000 .0000
A 10.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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9183870 7.7400 120,600.00 100
7.7400 120,428.87 ZZ
1
7.2400 863.16 1
13.7400 863.16 90
CHICAGO IL 60628 13.2400 01/22/04
0437585078 7.7400 03/01/04 23
2070040144130 7.2400 02/01/34 0
0 7.4900 02/01/06 02/01/06
Q82/U56 6.9900 03/01/06 03/01/06
25 7.7400 .0000 .0000
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9183874 8.7400 80,000.00 100
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8.2400 628.79 1
14.7400 628.79 100
RIO RANCHO NM 87124 14.2400 02/05/04
0437589799 8.7400 04/01/04 23
2100040130830 8.2400 03/01/34 0
0 8.4900 03/01/06 03/01/06
Q82/U56 7.9900 04/01/06 04/01/06
25 8.7400 .0000 .0000
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360 E 1.0000 1.0000
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9183876 10.9900 132,900.00 100
10.9900 132,852.50 ZZ
10.4900 1,264.64 1
16.9900 1,264.64 100
SMITHFIELD NC 27577 16.4900 02/19/04
0437575574 10.9900 04/01/04 23
2010040281980 10.4900 03/01/34 0
0 10.7400 03/01/06 03/01/06
Q82/U56 10.2400 04/01/06 04/01/06
25 10.9900 .0000 .0000
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.0000 1 00 00/00/00
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1
9183878 9.3900 180,405.00 100
9.3900 180,222.65 ZZ
8.8900 1,502.49 1
15.3900 1,502.49 95
INDIAN TRAIL NC 28079 14.8900 02/17/04
0437575319 9.3900 03/18/04 23
2010040170440 8.8900 02/18/34 0
0 9.1400 02/18/06 02/18/06
Q82/U56 8.6400 03/18/06 03/18/06
25 9.3900 .0000 .0000
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9183882 9.9900 52,250.00 100
9.9900 52,179.91 ZZ
9.4900 458.15 1
15.9900 458.15 95
KNOXVILLE TN 37924 15.4900 01/16/04
0437583891 9.9900 02/28/04 23
2010040170450 9.4900 01/28/34 0
0 9.7400 01/28/06 01/28/06
Q82/U56 9.2400 02/28/06 02/28/06
25 9.9900 .0000 .0000
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9183886 8.6900 197,324.00 100
8.6900 196,976.62 ZZ
8.1900 1,543.91 1
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CINCINATTI OH 45203 14.1900 01/15/04
0437572332 8.6900 02/15/04 23
2280031293990 8.1900 01/15/34 0
0 8.4400 01/15/06 01/15/06
Q82/U56 7.9400 02/15/06 02/15/06
25 8.6900 .0000 .0000
A 11.6900 6 6
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1
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9183890 8.3400 72,000.00 100
