Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1, 2003 Home Equity Mortgage Asset-Backed Pass-Through Certificates
EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2003
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2003-KS7
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS..................................................................6
Section 1.01. Definitions.......................................................6
Section 1.02. Determination of LIBOR...........................................64
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............65
Section 2.01. Conveyance of Mortgage Loans.....................................65
Section 2.02. Acceptance by Trustee............................................68
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Depositor.......................................69
Section 2.04. Representations and Warranties of Sellers........................71
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests...........................73
Section 2.06. Purposes and Powers of the Trust.................................74
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................75
Section 3.01. Master Servicer to Act as Servicer...............................75
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations...........77
Section 3.03. Successor Subservicers...........................................78
Section 3.04. Liability of the Master Servicer.................................78
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders............................................79
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee..........................................................79
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account................................................79
Section 3.08. Subservicing Accounts; Servicing Accounts........................82
Section 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans...............................................83
Section 3.10. Permitted Withdrawals from the Custodial Account.................83
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage..........85
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.........................................................86
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.....................87
Section 3.14. Realization Upon Defaulted Mortgage Loans........................88
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................91
Section 3.16. Servicing and Other Compensation; Compensating Interest..........92
i
Section 3.17. Reports to the Trustee and the Depositor.........................93
Section 3.18. Annual Statement as to Compliance................................93
Section 3.19. Annual Independent Public Accountants' Servicing Report..........93
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........94
Section 3.21. The Mortgage Insurance Co-Trustee................................94
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS..............................................96
Section 4.01. Certificate Account..............................................96
Section 4.02. Distributions....................................................96
Section 4.03. Statements to Certificateholders; Statements to Rating
Agencies; Exchange Act Reporting................................106
Section 4.04. Distribution of Reports to the Trustee and the Depositor;
Advances by the Master Servicer.................................109
Section 4.05. Allocation of Realized Losses...................................111
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...113
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................113
Section 4.08. Limited Mortgage Loan Repurchase Right..........................113
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund...................114
Section 4.10. Hedge Agreement.................................................114
Section 4.11. Derivative Contracts............................................115
ARTICLE V THE CERTIFICATES...........................................................117
Section 5.01. The Certificates................................................117
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.....................................123
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER......................................125
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.....................126
ARTICLE VII DEFAULT....................................................................127
Section 7.01. Events of Default...............................................127
ii
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........128
Section 7.03. Notification to Certificateholders..............................129
Section 7.04. Waiver of Events of Default.....................................130
ARTICLE VIII CONCERNING THE TRUSTEE.....................................................131
Section 8.01. Duties of Trustee...............................................131
Section 8.02. Certain Matters Affecting the Trustee...........................132
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........133
Section 8.04. Trustee May Own Certificates....................................134
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.................................................134
Section 8.06. Eligibility Requirements for Trustee............................134
Section 8.07. Resignation and Removal of the Trustee..........................135
Section 8.08. Successor Trustee...............................................136
Section 8.09. Merger or Consolidation of Trustee..............................136
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................136
Section 8.11. Appointment of Custodians.......................................137
Section 8.12. Appointment of Office or Agency.................................137
ARTICLE IX TERMINATION................................................................138
Section 9.01. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans...............................138
Section 9.02. Additional Termination Requirements.............................142
ARTICLE X REMIC PROVISIONS...........................................................143
Section 10.01. REMIC Administration............................................143
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.................................................146
ARTICLE XI MISCELLANEOUS PROVISIONS...................................................147
Section 11.01. Amendment.......................................................147
Section 11.02. Recordation of Agreement; Counterparts..........................149
Section 11.03. Limitation on Rights of Certificateholders......................149
Section 11.04. Governing Law...................................................150
Section 11.05. Notices.........................................................150
Section 11.06. Notices to Rating Agencies......................................151
Section 11.07. Severability of Provisions......................................151
Section 11.08. Supplemental Provisions for Resecuritization....................152
iii
Section 11.09. Third-Party Beneficiary.........................................152
Exhibit A Form of Class A Certificate................................................A-1
Exhibit B Form of Class M Certificate................................................B-1
Exhibit C Form of Class SB Certificate...............................................C-1
Exhibit D Form of Class R Certificate................................................D-1
Exhibit E Form of Custodial Agreement................................................E-1
Exhibit F-1 Group I Loan Schedule....................................................F-1-1
Exhibit F-2 Group II-A Loan Schedule.................................................F-2-1
Exhibit F-3 Group II-B Loan Schedule.................................................F-3-1
Exhibit G Forms of Request for Release...............................................G-1
Exhibit H-1 Form of Transfer Affidavit and Agreement.................................H-1-1
Exhibit H-2 Form of Transferor Certificate...........................................H-2-1
Exhibit I Form of Investor Representation Letter.....................................I-1
Exhibit J Form of Transferor Representation Letter...................................J-1
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty....................................K-1
Exhibit L Form of Limited Guaranty...................................................L-1
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan...............M-1
Exhibit N Form of Rule 144A Investment Representation................................N-1
Exhibit O [Reserved].................................................................O-1
Exhibit P Form of ERISA Letter.......................................................P-1
Exhibit Q Reserved...................................................................Q-1
Exhibit R Assignment Agreement......................................................R-1
Exhibit S MI Policy..................................................................S-1
Exhibit T-1 Form of 10-K Certification...............................................T-1-1
Exhibit T-2 Form of Back-Up Certification............................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified Mortgage Loans....................U-1
iv
This Pooling and Servicing Agreement, effective as of August 1, 2003,
among RESIDENTIAL ASSET SECURITIES CORPORATION, as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, a New York banking
corporation, as trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
twenty-two Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein) and certain other
related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets (exclusive of the Mortgage Insurance Premium Taxes Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class R-I Certificates will represent the
sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the REMIC I Regular
Interests will be certificated.
UNCERTIFICATED
REMIC I INITIAL UNCERTIFICATED
------------------- REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
I-LT Variable(1) $725,000,177.98 September 25, 2033
______________
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets (exclusive of the Mortgage Insurance Premium Taxes Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." The Class R-II Certificates will represent the
sole Class of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC II (the "REMIC II Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II
Regular Interest shall be the Maturity Date. None of the REMIC II Regular
Interests will be certificated.
UNCERTIFICATED
REMIC II INITIAL UNCERTIFICATED
------------------- REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
II-LT Variable(1) $775,001,750.66 September 25, 2033
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
1
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interest
I-LT subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC III." The Class R-III Certificates will represent
the sole Class of "residual interests" in REMIC III for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC III (the "REMIC III Regular
Interests"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC
III Regular Interest shall be the Maturity Date. None of the REMIC III Regular
Interests will be certificated.
UNCERTIFICATED
REMIC III INITIAL UNCERTIFICATED
--------------------- REMIC III LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LTA Variable(1) $621,500,177.98 September 25, 2033
LTB1 Variable(1) $600,000 September 25, 2003
LTB2 Variable(1) $1,000,000 October 25, 2003
LTB3 Variable(1) $1,100,000 November 25, 2003
LTB4 Variable(1) $1,400,000 December 25, 2003
LTB5 Variable(1) $1,500,000 January 25, 2004
LTB6 Variable(1) $1,700,000 February 25, 2004
LTB7 Variable(1) $1,900,000 March 25, 2004
LTB8 Variable(1) $2,200,000 April 25, 2004
LTB9 Variable(1) $2,000,000 May 25, 2004
LTB10 Variable(1) $2,100,000 June 25, 2004
LTB11 Variable(1) $1,900,000 July 25, 2004
LTB12 Variable(1) $2,000,000 August 25, 2004
LTB13 Variable(1) $1,900,000 September 25, 2004
LTB14 Variable(1) $1,900,000 October 25, 2004
LTB15 Variable(1) $1,800,000 November 25, 2004
LTB16 Variable(1) $1,800,000 December 25, 2004
LTB17 Variable(1) $1,700,000 January 25, 2005
LTB18 Variable(1) $1,700,000 February 25, 2005
LTB19 Variable(1) $1,600,000 March 25, 2005
LTB20 Variable(1) $1,600,000 April 25, 2005
LTB21 Variable(1) $1,600,000 May 25, 2005
LTB22 Variable(1) $1,600,000 June 25, 2005
LTB23 Variable(1) $1,500,000 July 25, 2005
LTB24 Variable(1) $1,500,000 August 25, 2005
LTB25 Variable(1) $1,500,000 September 25, 2005
LTB26 Variable(1) $1,400,000 October 25, 2005
LTB27 Variable(1) $1,300,000 November 25, 2005
LTB28 Variable(1) $1,400,000 December 25, 2005
LTB29 Variable(1) $1,400,000 January 25, 2006
LTB30 Variable(1) $56,900,000 February 25, 2006
____________
(1) Calculated as provided in the definition of Uncertificated REMIC III
Pass-Through Rate.
2
REMIC IV
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC II Regular Interest
II-LT and the REMIC III Regular Interests as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC IV." The Class R-IV Certificates will
represent the sole Class of "residual interests" in REMIC IV for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The following
table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC IV Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC IV (the "REMIC IV
Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC IV Regular Interest shall be the Maturity Date. None of the REMIC IV
Regular Interests will be certificated.
UNCERTIFICATED
REMIC IV
--------------------- INITIAL UNCERTIFICATED LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT1 Variable(1) $724,877,818.64 September 25, 2033
LT2 Variable(1) $22,640.69 September 25, 2033
LT3 0.00% $49,859.33 September 25, 2033
LT4 Variable(1) $49,859.33 September 25, 2033
LT5 Variable(1) $774,855,815.43 September 25, 2033
LT6 Variable(1) $9,065.12 September 25, 2033
LT7 0.00% $68,435.06 September 25, 2033
LT8 Variable(1) $68,435.06 September 25, 2033
LTA-IO1 Fixed(2) N/A(3) September 25, 2003
LTA-IO2 Fixed(2) N/A(3) October 25, 2003
LTA-IO3 Fixed(2) N/A(3) November 25, 2003
LTA-IO4 Fixed(2) N/A(3) December 25, 2003
LTA-IO5 Fixed(2) N/A(3) January 25, 2004
LTA-IO6 Fixed(2) N/A(3) February 25, 2004
LTA-IO7 Fixed(2) N/A(3) March 25, 2004
LTA-IO8 Fixed(2) N/A(3) April 25, 2004
LTA-IO9 Fixed(2) N/A(3) May 25, 2004
LTA-IO10 Fixed(2) N/A(3) June 25, 2004
LTA-IO11 Fixed(2) N/A(3) July 25, 2004
LTA-IO12 Fixed(2) N/A(3) August 25, 2004
LTA-IO13 Fixed(2) N/A(3) September 25, 2004
LTA-IO14 Fixed(2) N/A(3) October 25, 2004
LTA-IO15 Fixed(2) N/A(3) November 25, 2004
LTA-IO16 Fixed(2) N/A(3) December 25, 2004
LTA-IO17 Fixed(2) N/A(3) January 25, 2005
LTA-IO18 Fixed(2) N/A(3) February 25, 2005
LTA-IO19 Fixed(2) N/A(3) March 25, 2005
LTA-IO20 Fixed(2) N/A(3) April 25, 2005
LTA-IO21 Fixed(2) N/A(3) May 25, 2005
LTA-IO22 Fixed(2) N/A(3) June 25, 2005
LTA-IO23 Fixed(2) N/A(3) July 25, 2005
LTA-IO24 Fixed(2) N/A(3) August 25, 2005
LTA-IO25 Fixed(2) N/A(3) September 25, 2005
LTA-IO26 Fixed(2) N/A(3) October 25, 2005
3
LTA-IO27 Fixed(2) N/A(3) November 25, 2005
LTA-IO28 Fixed(2) N/A(3) December 25, 2005
LTA-IO29 Fixed(2) N/A(3) January 25, 2006
LTA-IO30 Fixed(2) N/A(3) February 25, 2006
____________
(1) Calculated as provided in the definition of Uncertificated REMIC IV
Pass-Through Rate.
(2) Until the Latest Possible Maturity Date set forth in the last column of
this table, a per annum rate equal to 3.50%, and 0.00% thereafter.
(3) REMIC IV Regular Interests LTA-IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional Amount
outstanding from time to time which shall equal the Uncertificated
Principal Balance of REMIC III Regular Interest LTB with the same numerical
designation (the "Related REMIC III Regular Interest LTB") for Distribution
Dates on or before the Latest Possible Maturity Date for such REMIC IV
Regular Interest LTA-IO, and thereafter shall be $0.00.
REMIC V
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC IV Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC V. The Class R-V Certificates will represent the sole
Class of "residual interests" in REMIC V for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing "regular interests"
in REMIC V. The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC V Regular Certificates shall be the Maturity Date.
4
AGGREGATE
INITIAL MONTH OF
CERTIFICATE FINAL
PRINCIPAL SCHEDULED
PASS-THROUGH BALANCE/NOTIONAL DISTRIBUTION
DESIGNATION TYPE RATE AMOUNT FEATURES DATE INITIAL RATINGS
S&P Fitch Xxxxx'x
Class A-I-1 Regular Adjustable(1)$235,800,000 Senior/Adjustable March 2019 AAA AAA Aaa
Rate
Class A-I-2 Regular 2.667%(2) $90,400,000 Senior/Fixed Rate January 2024 AAA AAA Aaa
Class A-I-3 Regular 3.372%(2) $114,200,000 Senior/Fixed Rate November AAA AAA Aaa
2028
Class A-I-4 Regular 4.704%(2) $85,400,000 Senior/Fixed Rate October 2031 AAA AAA Aaa
Class A-I-5 Regular 5.750%(2)(3) $61,450,000 Senior/Fixed Rate September AAA AAA Aaa
2033
Class A-I-6 Regular 4.942%(2) $65,250,000 Senior/Fixed September AAA AAA Aaa
Rate/Lockout 2033
Class A-I-IO Regular 3.500%(4) $103,500,000 Senior/Fixed February AAA AAA Aaa
Rate/Interest 2006
Only
Class A-II-A Regular(5)Adjustable(6)$400,000,000 Senior/Adjustable September AAA AAA Aaa
Rate 2033
Class A-II-B Regular(5)Adjustable(6)$305,250,000 Senior/Adjustable September AAA AAA Aaa
Rate 2033
Class M-I-1 Regular 5.574%(2) $32,625,000 Mezzanine/Fixed September AA AA+ Aa2
Rate 2033
Class M-I-2 Regular 5.750%(2) $23,562,000 Mezzanine/Fixed September A A+ A2
Rate 2033
Class M-I-3 Regular 5.750%(2) $16,313,000 Mezzanine /Fixed September BBB+ BBB+ Baa2
Rate 2033
Class M-II-1 Regular(5)Adjustable(6) $36,813,000 Mezzanine/AdjustableSeptember AA AA+ Aa2
Rate 2033
Class M-II-2 Regular Adjustable(6) $25,188,000 Mezzanine/AdjustableSeptember A A+ A2
Rate 2033
Class M-II-3 Regular(5)Adjustable(6) $7,749,000 Mezzanine/AdjustableSeptember BBB+ BBB+ Baa1
Rate 2033
Class SB-I Regular (7) $177.98 Subordinate September N/R N/R N/R
(7) 2033
Class SB-II Regular (7) $1,750.66 Subordinate September N/R N/R N/R
(7) 2033
_______________
(1) The REMIC V Regular Interest ownership of which is represented by the Class
A-I-1 Certificates will accrue interest at a per annum rate equal to LIBOR
plus 0.120%, subject to a payment cap as described in the definition of
"Pass-Through Rate" herein and the provisions for the payment of Group I Net
WAC Cap Shortfalls herein.
(2) The REMIC V Regular Interests ownership of which is represented by the Class
A-I-2, Class A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class M-I-1,
Class M-I-2 and Class M-I-3 Certificates are subject to a payment cap as
described in the definition of "Pass-Through Rate" herein and the provisions
for the payment of Group I Net WAC Cap Shortfalls herein.
(3) Beginning on the second Distribution Date after the first possible Group I
Optional Termination Date, the Pass-Through Rate for the Class A-I-5
Certificates will increase by 0.50% per annum.
(4) After the 30th Distribution Date, the Pass-Through Rate on the Class A-I-IO
Certificates shall equal 0.00%.
(5) The Class A-I, Class A-II, Class M-I and Class M-II Certificates will
represent ownership of the REMIC V Regular Interests and, with respect to
the Class A-II Certificates and Class M-II Certificates, together with
certain rights to payments to be made from amounts received under the Hedge
Agreement which will be deemed made for federal income tax purposes outside
of REMIC V by the holder of the Class SB-II Certificates as the owner of the
Hedge Agreement.
(6) The REMIC V Regular Interests ownership of which is represented by the Class
A-II-A, Class A-II-B, Class M-II-1, Class M-II-2 and Class M-II-3
Certificates, will accrue interest at a per annum rate equal to LIBOR plus
the applicable Margin, each subject to a payment cap as described in the
definition of "Pass-Through Rate" and the provisions for the payment of
Group II Basis Risk Shortfalls herein. The Class A-II-A, Class A-II-B, Class
M-II-1, Class M-II-2 and Class M-II-3 Certificates will also entitle their
holders to certain payments from the Holder of the SB-II Certificates from
amounts received under the Hedge Agreement, which will not be a part of
their ownership of the REMIC III Regular Interests.
(7) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates will
not accrue interest on their Certificate Principal Balance. The Class SB-I
Certificates and Class SB-II Certificates will each be comprised of two
REMIC V regular interests, a principal only regular interest designated
SB-I-PO and SB-II-PO, respectively, and an interest only regular interest
designated SB-I-IO and SB-II-IO, respectively, which will be entitled to
distributions as set forth herein. The rights of the Holder of the Class
SB-II Certificates to payments from the Hedge Agreement shall be outside and
apart from its rights under the REMIC V Regular Interests SB-II-IO and
SB-II-PO.
5
The Group I Loans, which are a part of the Trust Fund as more fully
described herein, have an aggregate Cut-off Date Principal Balance equal to
approximately $725,000,177.98. The Group I Loans are fixed-rate, fully
amortizing and balloon payment, first lien and junior lien mortgage loans having
terms to maturity at origination or modification of generally not more than 30
years, or in the case of some of the Group I Loans, not more than 15 years. The
Group II Loans, which are a part of the Trust Fund as more fully described
herein, have an aggregate Cut-off Date Principal Balance equal to approximately
$775,001,750.66. 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 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
each Class of Class A Certificates and Class M Certificates, interest accrued
during the related Interest Accrual Period on the Certificate Principal Balance
or Notional Amount, as applicable, thereof immediately prior to such
Distribution Date at the related Pass-Through Rate for that Distribution Date,
less any interest shortfalls on the related Mortgage Loans not covered by Excess
Cash Flow pursuant to Section 4.02, including Relief Act Shortfalls and
Prepayment Interest Shortfalls, to the extent not covered by Compensating
Interest pursuant to Section 3.16, but excluding the interest portion of
Realized Losses, with all such reductions allocated on the Group I Loans to the
Class A-I Certificates and the Class M-I Certificates on a pro rata basis, and
allocated on the Group II Loans to the Class A-II Certificates and Class M-II
Certificates on a pro rata basis, in each case in accordance with the amount of
Accrued Certificate Interest which would have been due absent such reductions.
Accrued Certificate Interest on each Class of Class A-II Certificates
and Class M-II Certificates for any Distribution Date shall also be reduced by
any interest shortfalls resulting from the failure of the Hedge Counterparty to
make the required Hedge Payment for such Distribution Date, with all such
reductions allocated to the Class A-II Certificates and Class M-II Certificates
on a pro rata basis, based on the portion of the Hedge Payment each such Class
was entitled to, but did not receive, on such Distribution Date.
Accrued Certificate Interest for any Distribution Date shall further be
reduced by the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
Accrued Certificate Interest on the Class A-I Certificates (other than
the Class A-I-1 Certificates) and, Class M-I Certificates shall accrue interest
on the basis of a 360-day year consisting of twelve 30-day months. Accrued
Certificate Interest on the Class A-I-1 Certificates, Class A-II Certificates
and Class 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.
6
With respect to each Distribution Date and each Class of Class SB
Certificates, interest accrued during the preceding Interest Accrual Period at
the related Pass-Through Rate on the Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such Distribution Date in
each case, reduced by any interest shortfalls with respect to the Mortgage Loans
in the related Loan Group including Prepayment Interest Shortfalls to the extent
not covered by Compensating Interest pursuant to Section 3.16 or by Excess Cash
Flow pursuant to Section 4.02(c)(vii), (viii), (ix) and (x) and Section
4.02(d)(ix), (x), (xi), and (xii). Accrued Certificate Interest on the Class SB
Certificates shall accrue on the basis of a 360-day year and the actual number
of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each Group II Loan, each date set forth
in the related Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For purposes of
this definition, "control" means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution
Date, the total of the amounts held in the Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, Principal Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08
and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received
or made in the month of such Distribution Date (other than such Liquidation
Proceeds, Insurance Proceeds and purchases of Mortgage Loans that the Master
Servicer has deemed to have been received in the preceding month in accordance
with Section 3.07(b)) and (ii) payments which represent early receipt of
scheduled payments of principal and interest due on a date or dates subsequent
to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of
(i) the appraised value of such Mortgaged Property based upon the appraisal made
at the time of the origination of the related Mortgage Loan, and (ii) the sales
price of the Mortgaged Property at such time of origination, except in the case
of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value based upon the appraisal made at the time
of origination of the loan which was refinanced or modified or the appraised
value determined in an appraisal at the time of refinancing or modification, as
the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
7
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans, attached hereto as Exhibit R.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of California, the State of
Minnesota, the State of Texas, the State of New York or the State of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Capitalization Reimbursement Amount: With respect to either Loan Group
and any Distribution Date, the amount of Advances or Servicing Advances that
were added to the Stated Principal Balance of the Mortgage Loans in such Loan
Group during the prior calendar month and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date pursuant to Section
3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than
a Mortgage Loan as to which an REO Acquisition occurred, a determination by the
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 Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2003-KS7" and which account shall be held for the benefit of the
Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date,
the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
8
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register. Unless
otherwise indicated in this Agreement, the Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions taken by the Trustee on
behalf of the Certificateholders.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate
(other than a Class A-I- IO Certificate) or Class M 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) and Section
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 multiplied by an amount equal to (i) the excess, if any, of (A) the
then aggregate Stated Principal Balance of the Group I Loans over (B) the then
aggregate Certificate Principal Balance of the Class A-I Certificates and Class
M-I Certificates then outstanding, which represents the sum of (i) the Initial
Principal Balance of the REMIC V Regular Interest SB-I-PO, as reduced by
Realized Losses allocated thereto and payments deemed made thereon, and (ii)
accrued and unpaid interest on the REMIC V Regular Interest SB-I-IO, as reduced
by Realized Losses allocated thereto. With respect to each Class SB-II
Certificate, on any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate multiplied by an amount equal to (i) the
excess, if any, of (A) the then aggregate Stated Principal Balance of the Group
II Loans over (B) the then aggregate Certificate Principal Balance of the Class
A-II Certificates and Class M-II Certificates then outstanding, which represents
the sum of (i) the Initial Principal Balance of the REMIC V Regular Interest
SB-II-PO, as reduced by Realized Losses allocated thereto and payments deemed
made thereon, and (ii) accrued and unpaid interest on the REMIC V Regular
Interest SB-II-IO, as reduced by Realized Losses allocated thereto. The Class R
Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I Certificates 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, Class A-I-6 or Class A-I-IO Certificates.
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
9
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 Group I Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-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, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-6 Certificate: Any one of the Class A-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
10
(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 such Distribution Date.
Class A-I-6 Lockout Percentage: For each Distribution Date, the
applicable percentage set forth below:
(i) for any Distribution Date from September 2003 through and including
August 2006, 0%;
(ii) for any Distribution Date from September 2006 through and including
August 2008, 45%;
(iii) for any Distribution Date from September 2008 through and including
August 2009, 80%;
(iv) for any Distribution Date from September 2009 through and including
August 2010, 100%; and
(v) for any Distribution Date from September 2010 and thereafter, 300%.
Class A-I-6 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal Distribution Amount for
that Distribution Date.
Class A-I-IO Certificate: Any one of the Class A-I-IO Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class A-I-IO 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.
Class A-II Certificates: Any one of the Class A-II-A or Class A-II-B
Certificates.
Class A-II Interest Distribution Amount: With respect to each Class of
Class A-II Certificates and any Distribution Date, the amount available for
payment of Accrued Certificate Interest thereon for that Distribution Date plus
Accrued Certificate Interest thereon remaining unpaid from any prior
Distribution Date, in the amounts and priority as follows:
(vi) first, from the Group II Interest Remittance Amount derived from the
related Sub-Group;
(vii) second, from the Group II Interest Remittance Amount derived from the
non-related Sub-Group after taking into account any payments in respect
of interest on the other Class of Class A-II Certificates made in clause
(i) above;
11
(viii) third, from the Group II Principal Remittance Amount derived from the
related Sub-Group; and
(ix) 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 Principal Allocation Amount: With respect to any Distribution
Date, the sum of (a) the Group II Principal Remittance Amount for that
Distribution Date and (b) the principal portion of any Realized Losses incurred
(or deemed to have been incurred) on the Group II Loans in the calendar month
preceding such Distribution Date to the extent covered by Excess Cash Flow for
such Distribution Date; provided, that on any Distribution Date on which there
is insufficient Excess Cash Flow to cover all Realized Losses incurred (or
deemed to have been incurred) on the Group II Loans in the calendar month
preceding such Distribution Date, in determining the Class A-II-A Principal
Distribution Amount and Class A-II-B Principal Distribution Amount, the
available Excess Cash Flow will be allocated to the Class A-II-A Certificates
and Class A-II-B Certificates, pro rata, based on the principal portion of
Realized Losses on the Group II-A Loans and Group II-B Loans, respectively.
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 Group II Overcollateralization Floor.
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 Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group II-A
Loans as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC V for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class A-II-A Margin: Initially, 0.310% per annum, and on any
Distribution Date or on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.620% per annum.
Class A-II-A Principal Distribution Amount: For any Distribution Date,
the product of (x) the Class A-II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the portion of
the Class A-II Principal Allocation Amount related to the Group II-A Loans for
such Distribution Date and the denominator of which is the Class A-II Principal
Allocation Amount for all of the Group II Loans for such Distribution Date.
12
Class A-II-B Certificate: Any one of the Class A-II-B Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group II-B
Loans as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class A-II-B Margin: Initially, 0.320% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.640% per annum.
Class A-II-B Principal Distribution Amount: For any Distribution Date,
the product of (x) the Class A-II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the portion of
the Class A-II Principal Allocation Amount related to the Group II-B Loans for
such Distribution Date and the denominator of which is the Class A-II Principal
Allocation Amount for all of the Group II Loans for such Distribution Date.
Class M Certificates: 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 C, senior to the Class
M-I-2, Class M-I-3, Class SB and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC V for purposes of the REMIC Provisions.
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates (after taking into account
the payment of the Class A-I Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class
M-I-1 Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the 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
Group I Overcollateralization Floor.
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class
M-I-3, Class SB and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC V for purposes of the REMIC Provisions.
13
Class M-I-2 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount and the Class M-I-1 Principal Distribution Amount or (b) on or after the
Group I Stepdown Date if a Group I Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal
Distribution Amount and the Class M-I-1 Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates and Class M-I-1
Certificates (after taking into account the payment of the Class A-I
Principal Distribution Amount and the Class M-I-1 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-2 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
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 Group I Overcollateralization
Floor.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class SB
and Class R Certificates with respect to distributions and the allocation of
Realized Losses in respect of Group I Loans as set forth in Section 4.05, and
evidencing an interest designated as a "regular interest" in REMIC V for
purposes of the REMIC Provisions.
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount, the
Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates
and Class M-I-2 Certificates (after taking into account the payment of the
Class A-I Principal Distribution Amount, the Class M-I-1 Principal
Distribution Amount and the Class M-I-2 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-I-3 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the 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 Group I Overcollateralization Floor.
Class M-II Certificates: Any one of the Class M-II-1, Class M-II-2 or
Class M-II-3 Certificates.
14
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 SB-2 and Class R 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 (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class M-II-1 Margin: Initially, 0.680% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 1.020% per annum.
Class M-II-1 Principal Distribution Amount: With respect to any
Distribution Date (a) 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 (b) 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 on that Distribution Date,
less the Group II Overcollateralization Floor.
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 SB-2 and Class R 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 (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
payments under the Hedge Agreement.
Class M-II-2 Margin: 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.
Class M-II-2 Principal Distribution Amount: With respect to any
Distribution Date (a) 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 (b) 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
15
(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 on that Distribution Date, less the Group II 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 SB-2
Certificates and Class R 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 (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
payments under the Hedge Agreement.
Class M-II-3 Margin: Initially, 3.150% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 4.725% per annum.
Class M-II-3 Principal Distribution Amount: With respect to any
Distribution Date (a) 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 (b) 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 on that Distribution Date,
less the Group II Overcollateralization Floor.
Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III,
Class R-IV or Class R-V Certificates.
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.
16
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC IV for purposes of the REMIC Provisions.
Class R-V Certificate: Any one of the Class R-V Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC V for purposes of the REMIC Provisions.
Class SB Certificate: Any one of the Class SB-I Certificates or 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 B, subordinate to the Class A Certificates
and Class M Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC V for purposes of the REMIC
Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A Certificates and Class M Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing an
interest comprised of "regular interests" in REMIC V together with certain
rights to payments under the Hedge Agreement for purposes of the REMIC
Provisions.
Closing Date: August 28, 2003.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount
paid by the Master Servicer in accordance with Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New
York, New York 10004, Attn: Institutional Trust Services/Structured Finance
Services, RASC 2003-KS7. For purposes of Section 3.21 of this Agreement,
however, such term shall mean the office of the Mortgage Insurance Co-Trustee,
located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, or such
other office as the Mortgage Insurance Co-Trustee shall designate.
17
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: Xxxxx Fargo Bank, N.A., or any successor custodian appointed
pursuant to a Custodial Agreement.
Cut-off Date: August 1, 2003.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
August 2003), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "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.
18
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
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, including, if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of the Code and any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause either REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in September 2003
or, if such 25th day is not a Business Day, the Business Day immediately
following such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
19
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account,
the Mortgage Insurance Premium Taxes Reserve Fund, a trust account or accounts
maintained in the corporate trust division of JPMorgan Chase Bank, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution
Date and each Loan Group, the lesser of (a) one-twelfth of 0.125% of the Stated
Principal Balance of the related Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain
on amounts held in the Custodial Account and the Certificate Account and payable
to the Certificateholders with respect to such Distribution Date, in each case
with respect to the related Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02(a) except as may be required pursuant to the last sentence of such
Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: Any Group I Excess Cash Flow or Group II Excess Cash
Flow, as applicable.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of
determination, the sum of the applicable Servicing Fee Rate, the per annum rate
at which the applicable Subservicing Fee accrues and, where applicable, the
Mortgage Insurance Premium Rate.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
20
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates,
March 25, 2019; with respect to the Class A-I-2 Certificates, January 25, 2024;
with respect to the Class A-I-3 Certificates, November 25, 2028; with respect to
the Class A-I-4 Certificates, October 25, 2031; with respect to the Class A-I-IO
Certificates, February 25, 2006; and with respect to the Class A-I-5
Certificates, Class A-I-6 Certificates, Class A-II Certificates and Class M
Certificates, September 25, 2033. No event of default under this Agreement will
arise or become applicable solely by reason of the failure to retire the entire
Certificate Principal Balance of any Class of Class A Certificates or Class M
Certificates on or before its Final Scheduled Distribution Date.
Fitch: Fitch, Inc., or its successors in interest.
Foreclosure Profits: With respect to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Formula Rate: With respect to the Class A-I Certificates (other than the
Class A-I-IO Certificates) and Class M-I Certificates, a per annum rate equal
to:
(i) with respect to the Class A-I-1 Certificates, LIBOR plus 0.120%;
(ii) with respect to the Class A-I-2 Certificates, 2.667%;
(iii) with respect to the Class A-I-3 Certificates, 3.372%;
(iv) with respect to the Class A-I-4 Certificates, 4.704%;
(v) with respect to the Class A-I-5 Certificates and any Distribution
Date occurring prior to the second Distribution Date following the first
possible Group I Optional Termination Date, 5.750%, and with respect to any
Distribution Date occurring on or after the second Distribution Date following
the first possible Group I Optional Termination Date, 6.250%;
(vi) with respect to the Class A-I-6 Certificates, 4.942%;
(vii) with respect to the Class M-I-1 Certificates, 5.574%;
(viii) with respect to the Class M-I-2 Certificates, 5.750%; and
(ix) with respect to the Class M-I-3 Certificates, 5.750%;
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
21
Gross Margin: With respect to each Group II Loan, the fixed percentage
set forth in the related Mortgage Note and indicated on the Mortgage Loan
Schedule as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group I Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group I
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date, 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 the second paragraph of Section 3.12(a) in respect of the Group I Loans, (iv)
any amount that the Master Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e) in respect of the Group I Loans
and (v) any amount deposited in the Certificate Account pursuant to Section 4.07
or 9.01 in respect of the Group I Loans, reduced by (b) the sum as of the close
of business on the immediately preceding Determination Date of (i) the Mortgage
Insurance Premium payable in respect of the Group I Loans to the MI Policy
Provider, (ii) any payments or collections consisting of prepayment charges on
the Group I Loans that were received during the related Prepayment Period, (iii)
the Amount Held for Future Distribution with respect to the Group I Loans, and
(iv) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Group I Loans pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a).
Group I Certificates: The Class A-I Certificates, Class M-I Certificates,
Class SB-I Certificates.
Group I Cut-off Date Balance: $725,000,177.98.
Group I Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group I Available
Distribution Amount for that Distribution Date over (ii) the sum of (a) the
Group I Interest Distribution Amount for that Distribution Date and (b) the
Group I Principal Remittance Amount for that Distribution Date to the extent not
applied to pay interest on the Class A-I Certificates and Class M-I Certificates
on such Distribution Date and (B) the Group I Overcollateralization Reduction
Amount, if any, for that Distribution Date.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group I Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(c)(i).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1. The Group I Loans relate to the Class
A-I Certificates, Class M-I Certificates and Class SB-I Certificates.
Group I Net WAC Cap Rate: With respect to any Distribution Date, (1) a
per annum rate equal to the weighted average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date (and in the case of the
22
Class A-I-1 Certificates, multiplied by a fraction, the numerator of which is
equal to 30 and the denominator of which is equal to the actual number of days
in the related Interest Accrual Period), minus (2) a per annum rate equal to the
Pass-Through Rate for the Class A-I-IO Certificates for such Distribution Date
multiplied by a fraction, the numerator of which is (x) the Notional Amount of
the Class A-I-IO Certificates immediately prior to such Distribution Date, and
the denominator of which is (y) the aggregate Stated Principal Balance of the
Group I Loans as of the beginning of the related Due Period. The foregoing rate
is equal to the weighted average of the Uncertificated REMIC III Pass-Through
Rates with respect to the REMIC III Regular Interests, such Uncertificated REMIC
III Pass-Through Rates being first reduced in the case of the REMIC III Regular
Interests LTB by the rate for such Distribution Date for the related REMIC IV
Regular Interest LTA-IO, weighted in each case by their respective
Uncertificated Principal Balances.
Group I Net WAC Cap Shortfalls: With respect to each Class of the Class
A-I Certificates (other than the Class A-I-IO Certificates) and Class M-I
Certificates and each Distribution Date, the sum of (a) with respect to any
Distribution Date on which the Group I Net WAC Cap Rate is used to determine the
Pass-Through Rate of such Class, an amount equal the excess of (i) Accrued
Certificate Interest for such Class calculated at the related Formula Rate, over
(ii) Accrued Certificate Interest for such Class calculated using the Group I
Net WAC Cap Rate, (b) any shortfalls for such Certificates calculated pursuant
to clause (a) above remaining unpaid from prior Distribution Dates, and (c) one
month's interest on the amount in clause (b) above (based on the number of days
in the preceding Interest Accrual Period) at a rate equal to the related
Pass-Through Rate.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (after giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates immediately prior to such
date.
Group I Overcollateralization Floor: With respect to the Group I Loans,
an amount equal to the product of (a) 0.50% and (b) the Group I Cut-off Date
Balance.
Group I Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group I Excess Cash Flow
for such Distribution Date available to make payments pursuant to Section
4.02(c)(v) and (2) the Group II Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(d)(viii), and (b) the excess
of (1) the Group I Required Overcollateralization Amount for such Distribution
Date over (2) the Group I Overcollateralization Amount for such Distribution
Date.
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group I Excess Overcollateralization Amount
is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group I Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group I
Principal Remittance Amount for such Distribution Date.
Group I 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 Class A-I
Certificates or Class M-I Certificates pursuant to Section 4.02(d), and (b) the
sum of:
23
(i) the principal portion of each Monthly Payment received or Advanced with
respect to the related Due Period on each Outstanding Mortgage Loan that
is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the Custodial Account
in connection with the substitution of a Deleted Mortgage Loan that is a
Group I Loan pursuant to Section 2.03 or 2.04 during the related
Prepayment Period;
(iii) the principal portion of all other unscheduled collections, 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 (or deemed to have been so received) to the
extent applied by the Master Servicer as recoveries of principal of the
Group I Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to have
been incurred) on any Group I Loans in the calendar month preceding such
Distribution Date to the extent covered Excess Cash Flow for such
Distribution Date; and
(v) the Group I Overcollateralization Increase Amount for such Distribution
Date to the extent covered by Excess Cash Flow for such Distribution
Date after the allocation of Excess Cash Flow pursuant to clause (iv)
above;
minus
(vi) (A) the amount of any Group I Overcollateralization Reduction Amount for
such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group I Loans for such Distribution
Date.
Group I Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group I Principal Distribution Amount for that Distribution Date.
Group I Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Group I Stepdown Date, an amount equal to
2.25% of the aggregate Stated Principal Balance of the Group I Loans as of the
Cut-off Date, (b) on or after the Group I Stepdown Date provided a Group I
Trigger Event is not in effect, the greater of (i) an amount equal to 4.50% of
the aggregate outstanding Stated Principal Balance of the Group I Loans and (ii)
the Group I Overcollateralization Floor and (c) on or after the Group I Stepdown
Date if a Group I Trigger Event is in effect, an amount equal to the Group I
Required Overcollateralization Amount from the immediately preceding
Distribution Date. The Group I Required Overcollateralization Amount may be
reduced so long as written confirmation is obtained from each Rating Agency that
such reduction shall not reduce the rating assigned to the Class A-I
Certificates and Class M-I Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency.
Group I Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates and (ii) the Group I Overcollateralization Amount, in
each case prior to the distribution of the Group I Principal Distribution Amount
on such Distribution Date and the denominator of which is the Group I Stated
Principal Balance after giving effect to distributions to be made on that
Distribution Date.
24
Group I Stepdown Date: That Distribution Date which is earliest to occur
of (a) the Distribution Date on which the aggregate Certificate Principal
balance of the Class A-I Certificates has been reduced to zero and (b) the later
to occur of (i) the Distribution Date in September 2006 and (ii) the first
Distribution Date on which the Group I Senior Enhancement Percentage is equal to
or greater than 24.50%.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date on or after the Stepdown Date if either (a) the product
of 1.2 and the Sixty-Plus Delinquency Percentage for the Group I Loans and that
Distribution Date, equals or exceeds the Group I Senior Enhancement Percentage
for that Distribution Date or (b) the aggregate amount of Realized Losses on the
Group I Loans as a percentage of the Group I Cut-off Date Balance exceeds the
following amounts:
(i) from September 2006 to and including August 2007: 1.50% with
respect to September 2006, plus an additional 1/12th of 0.75% for
each month thereafter;
(ii) from September 2007 to and including August 2008: 2.25% with
respect to September 2007, plus an additional 1/12th of 0.50% for
each month thereafter;
(iii) from September 2008 to and including August 2009: 2.75% with
respect to September 2008, plus an additional 1/12th of 0.50% for
each month thereafter; and
(iv) September 2009 and thereafter: 3.25%.
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 Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group II
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date, including any Subsequent 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 the second paragraph of Section 3.12(a) in respect of the Group
II Loans, (iv) any amount that the Master Servicer is not permitted to withdraw
from the Custodial Account pursuant to Section 3.16(e) in respect of the Group
II Loans and (v) any amount deposited in the Certificate Account pursuant to
Section 4.07, 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 (i) the Mortgage Insurance Premium payable in respect of the Group II Loans
to the MI Policy Provider, (ii) any payments or collections consisting of
prepayment charges on the Group II Loans that were received during the related
Prepayment Period, (iii) the Amount Held for Future Distribution with respect to
the Group II Loans, and (iv) amounts permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Group II Loans pursuant to
clauses (ii)-(x), inclusive, of Section 3.10(a).
Group II Basis Risk Shortfalls: With respect to each Class of the Class
A-II Certificates and Class M-II Certificates and any Distribution Date, the sum
of (a) with respect to any Distribution Date on which the Group II Net WAC Cap
Rate is used to determine the Pass-Through Rate of such Class, an amount equal
to the sum of (i) the excess of (x) Accrued Certificate Interest for such Class
calculated at a rate equal to LIBOR plus the related Margin for such
Distribution Date; provided that this rate is no greater than the Group II
Weighted Average Maximum Net Mortgage Rate, over (y) Accrued Certificate
Interest for such Class calculated using the Group II Net WAC Cap Rate, and (ii)
an amount equal to any reduction in the Accrued Certificate Interest of such
25
Class due to the failure of the Hedge Agreement Provider to make any required
Hedge Payment with respect to such Distribution Date, (b) any shortfalls for
such Class calculated pursuant to clause (a) above remaining unpaid from prior
Distribution Dates, and (c) one month's interest on the amount in clause (b)
(based on the number of days in the preceding Interest Accrual Period) at a rate
equal to the lesser of (i) LIBOR plus the related Margin for such Distribution
Date and (ii) the Group II Weighted Average Maximum Net Mortgage Rate.
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 Certificates: The Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates.
Group II Cut-off Date Balance: $775,001,750.66.
Group II Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group II Available
Distribution Amount for that Distribution Date increased by the amount, if any,
paid from the Hedge Payment for that Distribution Date pursuant to Section
4.02(d)(iii) over (ii) the sum of (a) the Group II Interest Distribution Amount
for that Distribution Date and (b) the Group II Principal Remittance Amount for
that Distribution Date to the extent not applied to pay interest on the Class
A-II Certificates and Class M-II Certificates and (B) the Group II
Overcollateralization Reduction Amount, if any, for that Distribution Date.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group II Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(d)(i)-(iii).
Group II Interest Remittance Amount: With respect to any Distribution
Date, the portion of the Group II Available Distribution Amount for that
Distribution Date attributable to interest received or advanced with respect to
the Group II Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as the Group II-A Loans and the Group
II-B Loans. The Group II Loans relate to the Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates.
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Group II Loans using the Net Mortgage Rates in effect for the Monthly
Payments due on such Mortgage Loans during the related Due Period, weighted on
the basis of the respective Stated Principal Balances thereof for such
Distribution Date and (ii) a fraction equal to 30 divided by the actual number
of days in the related Interest Accrual Period, and (b) a per annum rate equal
to (i) the amount, if any, required to be paid under the Hedge Agreement, with
respect to such Distribution Date divided by (ii) the aggregate Stated Principal
Balances of the Group II Loans multiplied by a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period; provided, however, that the Group II Net WAC Cap Rate
shall never be greater than the Group II Weighted Average Maximum Net Mortgage
Rate for the related Distribution Date.
26
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (after giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-II Certificates and Class M-II Certificates immediately prior to
such date.
Group II Overcollateralization Floor: With respect to the Group II
Loans, an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off
Date Balance.
Group II Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group II Excess Cash
Flow for such Distribution Date available to make payments pursuant to Section
4.02(d)(vii) and (2) the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(vi), and (b) the excess
of (1) the Group II Required Overcollateralization Amount for such Distribution
Date over (2) the Group II Overcollateralization Amount for such Distribution
Date; provided, that until the Distribution Date in March 2004, the Group II
Overcollateralization Increase Amount shall be $0.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group II Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group II Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group II
Principal Remittance Amount on such Distribution Date.
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount, and (ii)
any Group I Excess Cash Flow used to pay principal on the Class A-II
Certificates and Class M-II Certificates pursuant to Section 4.02(c), 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 (or deemed to have been so received) to the
extent applied by the Master Servicer as recoveries of principal of the
Group II Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to have
been incurred) on any Group II Loans in the calendar month preceding
such Distribution Date to the extent covered by Excess Cash Flow for
such Distribution Date; and
27
(v) the Group II Overcollateralization Increase Amount for such Distribution
Date to the extent covered by Excess Cash Flow for such Distribution
Date after the allocation of Excess Cash Flow pursuant to clause (iv)
above;
minus
(vi) (A) the amount of any Group II Overcollateralization Reduction Amount
for such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group II Loans for such
Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group II Principal Distribution Amount for that Distribution Date.
Group II REMIC Interest Amount: For any Distribution Date and each Class
of Class A-II Certificates and Class M-II Certificates, the Accrued Certificate
Interest for such Class reduced by the portion thereof attributable to the
excess, if any, of the related Pass-Through Rate over the related Group II REMIC
Net WAC Rate.
Group II REMIC Net WAC Rate: For any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the 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 II Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the distribution date in March 2004, the initial
Group II Overcollateralization Amount, and (b) on or after the Distribution Date
in March 2004, an amount equal to the Group II Overcollateralization Floor. The
Group II Required Overcollateralization Amount may be reduced so long as written
confirmation is obtained from each Rating Agency that such reduction shall not
reduce the rating assigned to the Class A-II Certificates and Class M-II
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group II Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Class M-II-1, Class M-II-2
and Class M-II-3 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 and the denominator of which is
the Group II Stated Principal Balance after giving effect to distributions to be
made on that Distribution Date.
Group II Stepdown Date: That Distribution Date which is the earliest to
occur (a) the Distribution Date on which the aggregate Certificate Principal
balance of the Class A-II Certificates has been reduced to zero and (b) the
later to occur of (i) the Distribution Date in September 2006 and (ii) the first
Distribution Date on which the Group II Senior Enhancement Percentage is equal
to or greater than 19.00%.
28
Group II Trigger Event: A Group II Trigger Event is in effect with
respect to any Distribution Date on or after the Stepdown Date if either (a) the
Sixty-Plus Delinquency Percentage for the Group II Loans that Distribution Date,
equals or exceeds the Group II Senior Enhancement Percentage for that
Distribution Date or (b) the aggregate amount of Realized Losses on the Group II
Loans as a percentage of the Group II Cut-off Date Balance exceeds the following
amounts:
(i) from September 2006 to and including August 2007: 1.50% with
respect to September 2006, plus an additional 1/12th of 0.85% for
each month thereafter;
(ii) from September 2007 to and including August 2008: 2.35% with
respect to September 2007, plus an additional 1/12th of 0.65% for
each month thereafter;
(iii) from September 2008 to and including August 2009: 3.00% with
respect to September 2008, plus an additional 1/12th of 0.50% for
each month thereafter; and
(iv) September 2009 and thereafter: 3.50%.
Group II Weighted Average Maximum Net Mortgage Rate: The product of (a)
the weighted average of the Maximum Net Mortgage Rates on the Group II Loans,
weighted on the basis of the Stated Principal Balances thereof as of the
beginning of the related Due Period and (b) a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory," "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
Hedge Agreement: The confirmation, dated as of the Closing Date, between
the Trustee and the Hedge Counterparty, or any replacement, substitute,
collateral or other arrangement in lieu thereof.
Hedge Counterparty: Bear Xxxxxxx Financial Products Inc., and its
successors and assigns or any party to any replacement, substitute, collateral
or other arrangement in lieu thereof.
Hedge Payment: For any Distribution Date, the payment, if any, due under
the Hedge Agreement in respect of such Distribution Date.
Hedge Shortfall Amount: For any Distribution Date, the amount, if any,
by which the payment on the Class A-II Certificates and Class M-II Certificates
pursuant to Section 4.02(d)(iii) is paid from the Hedge Payment for such
Distribution Date pursuant to the provisions thereof or would have been so paid
but for the failure of the Hedge Counterparty to make a payment required under
the Hedge Agreement.
Hedge Shortfall Carry-Forward Amount: For any Distribution Date, the
aggregate Hedge Shortfall Amounts for prior Distribution Dates to the extent not
reimbursed to the Class SB-II Certificates pursuant to Section 4.02(d)(xviii).
HUD: The United States Department of Housing and Urban Development.
29
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any Group II Loan and as to any Adjustment Date
therefor, the related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class A-I-IO Certificates and Class R
Certificates), the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to the MI Policy and any Primary Insurance Policy or any other related
insurance policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates) and the Class M-I Certificates and any
Distribution Date, the prior calendar month. With respect to the Class A-I-1
Certificates, Class A-II Certificates, the Class M-II Certificates and Class SB
Certificates (i) with respect to the Distribution Date in September 2003, the
period commencing the Closing Date and ending on the day preceding the
Distribution Date in September 2003, and (ii) with respect to any Distribution
Date after the Distribution Date in September 2003, the period commencing on the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs and ending on the day preceding such Distribution Date.
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates: The Class A-I-1 Certificates, Class A-II
Certificates and Class M-II Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
30
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: Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Margin: The Class A-II-A Margin, Class A-II-B Margin, Class M-II-1
Margin, Class M-II-2 Margin or Class M-II-3 Margin, as applicable.
Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC IV Pass-Through Rates for REMIC IV Regular Interest
LT2 and REMIC IV Regular Interest LT3. With respect to the Class SB-II
Certificates and any Distribution Date, a per annum rate equal to two (2) times
the weighted average of the Uncertificated REMIC IV Pass-Through Rates for REMIC
IV Regular Interest LT6 and REMIC IV Regular Interest LT7.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III, REMIC IV and REMIC V the latest possible maturity date, solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which
the Certificate Principal Balance of each such Class of Certificates
representing a regular interest in the Trust Fund would be reduced to zero,
which is, for each such regular interest (other than the Class A-I-IO
Certificates), September 25, 2033, which is the Distribution Date occurring in
the month following the last scheduled monthly payment of the Group I Loans and
the Group II Loans, and for the Class A-I-IO Certificates is February 25, 2006,
which is the 30th Distribution Date.
Maximum Mortgage Rate: With respect to any Group II Loan, the per annum
rate indicated on the Mortgage Loan Schedule as the "NOTE CEILING," which rate
is the maximum interest rate that may be applicable to such Group II Loan at any
time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any Group II Loan and any
date of determination, the Maximum Mortgage Rate minus the Expense Fee Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
31
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.
Minimum Mortgage Rate: With respect to any Group II Loan, a per annum
rate equal to the greater of (i) the Note Margin and (ii) the rate indicated on
the Mortgage Loan Schedule as the "NOTE FLOOR," which rate may be applicable to
such Group II Loan at any time during the life of such Group II Loan.
MI Policy: The bulk primary mortgage insurance policy issued by the MI
Policy Provider on the Cut-off Date, substantially in the form attached hereto
as Exhibit S.
MI Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin
corporation, or any successor thereto.
MI Policy Provider Default: An event of default by the MI Policy
Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master
Policy (which is part of the MI Policy) or other event which would result in the
cancellation of coverage for all of the Mortgage Loans then covered by the MI
Policy.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note, the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Insurance Co-Trustee: X.X. Xxxxxx Trust Company, National
Association, or any successor thereto.
32
Mortgage Insurance Premium: With respect to either Loan Group and any
Distribution Date, the aggregate amount payable to the MI Policy Provider under
the MI Policy.
Mortgage Insurance Premium Rate: With respect to each Mortgage Loan
covered by the MI Policy, the per annum rate applicable to such Mortgage Loan as
set forth in the MI Policy and as may be adjusted from time to time.
Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund"
within the meaning of Treasury regulation Section 1.860G-2(h), which is not an
asset of any REMIC, and which is established and maintained pursuant to Section
4.09. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be
held by Residential Funding.
Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to
the Mortgage Insurance Premium Taxes Reserve Fund, an amount equal to $27,000,
which the Trustee shall deposit into the Trust Fund pursuant to Section 4.09
hereof. Also, the Depositor may make additional deposits into the Mortgage
Insurance Premium Taxes Reserve Fund after the Closing Date, which shall be
included in the Mortgage Insurance Premium Taxes Reserve Fund Deposit and any
such deposit shall be treated as an advance on behalf of the Trust reimbursable
to the Depositor pursuant to Section 4.02(c)(xv) and Section 4.02(d)(xvii).
Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right
to distributions from the Mortgage Insurance Premium Taxes Reserve Fund as
described in Section 4.09 hereof. Residential Funding as owner of the Mortgage
Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage
Insurance Premium Taxes Reserve Fund Residual Right.
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 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");
(iv) for the Group II Loans, the Mortgage Rate as of origination ("ORIG
RATE");
(v) the Mortgage Rate as of the Cut-off Date ("CURR RATE"); (vi) the Net
Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as of
the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I");
33
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that
the Mortgage Loan is secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is secured by a primary
residence);
(xi) a code "N" under the column "OCCP CODE," indicating that the Mortgage
Loan is secured by a non-owner occupied residence (the absence of any
such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii) for the Group II Loans, the Maximum Mortgage Rate ("NOTE CEILING");
(xiii) for the Group II Loans, the maximum Net Mortgage Rate ("NET CEILING");
(xiv) for the Group II Loans, the Note Margin ("NOTE MARGIN");
(xv) for the Group II Loans, the first Adjustment Date after the Cut-off Date
("NXT INT CHG DT");
(xvi) for the Group II Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC
INCR");
(xvii) whether the Mortgage Loan is covered by the MI Policy ("CODE 34"), the
absence of such code representing that the Mortgage Loan is not covered
by the MI Policy; and
(xviii) for the Group II Loans, the rounding of the semi-annual or annual
adjustment to the Mortgage Rate ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto other than a
Servicing Modification. The Mortgage Rate on the Group II Loans will adjust on
each Adjustment Date to equal the sum (rounded to the nearest multiple of
one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on the Mortgage Loan Schedule, except in
the case of the Group II Loans indicated by an "X" on the Mortgage Loan Schedule
under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in
each case subject to the applicable Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate.
34
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, and the
Master Servicer setting forth such determination, which shall include any other
information or reports obtained by the Master Servicer such as property
operating statements, rent rolls, property inspection reports and engineering
reports, which may support such determinations. Notwithstanding the above, the
Trustee shall be entitled to rely upon any determination by the Master Servicer
that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: With respect to each Group II Loan, the fixed percentage
set forth in the related Mortgage Note and indicated on the Mortgage Loan
Schedule as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such Group II Loan until the
next Adjustment Date.
Notice: As defined in Section 4.04.
35
Notional Amount: With respect to the Class A-I-IO Certificates
immediately prior to any Distribution Date, the lesser of (i) the amount
specified below for the applicable Distribution Date, and (ii) the aggregate
Stated Principal Balance of the Group I Loans prior to giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the prior calendar month, which shall be equal to the aggregate Uncertificated
Notional Amount of REMIC IV Regular Interests LTA-IO. With respect to the REMIC
V Regular Interest SB-I-IO immediately prior to any Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC IV Regular
Interests LT1, LT2, LT3 and LT4 and with respect to the REMIC V Regular Interest
SB-II-IO immediately prior to any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC IV Regular Interests LT5, LT6,
LT7 and LT8.
SCHEDULED AMOUNT SCHEDULED AMOUNT
DISTRIBUTION DATE DISTRIBUTION DATE
September 2003 $103,500,000 January 2005 $76,700,000
October 2003 $102,900,000 February 2005 $75,000,000
November 2003 $101,900,000 March 2005 $73,300,000
December 2003 $100,800,000 April 2005 $71,700,000
January 2004 $99,400,000 May 2005 $70,100,000
February 2004 $97,900,000 June 2005 $68,500,000
March 2004 $96,200,000 July 2005 $66,900,000
April 2004 $94,300,000 August 2005 $65,400,000
May 2004 $92,100,000 September $63,900,000
2005
June 2004 $90,100,000 October 2005 $62,400,000
July 2004 $88,000,000 November 2005 $61,000,000
August 2004 $86,100,000 December 2005 $59,700,000
September 2004 $84,100,000 January 2006 $58,300,000
October 2004 $82,200,000 February 2006 $56,900,000
November 2004 $80,300,000 March 2006
December 2004 $78,500,000 and $0
thereafter
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the Master Servicer, as the case may be,
and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V as REMICs or compliance
with the REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Outstanding Mortgage Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO Property) that was not the subject of
a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Ownership Interest: With respect to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I Certificates (other
than the Class A-I-IO Certificates) and Class M-I Certificates, the lesser of
(i) the related Formula Rate and (ii) the Group I Net WAC Cap Rate.
36
With respect to the Class A-I-IO Certificates (i) in the case of any
Distribution Date up to and including the February 2006 Distribution Date, the
lesser of (A) 3.50% per annum and (B) the Class A-I-IO Net WAC Cap Rate, and
(ii) in the case of any Distribution Date on or after the March 2006
Distribution Date, 0% per annum, which, for each Interest Accrual Period, is
equal to 100% of the interest on REMIC III Regular Interests LTA-IO
With respect to each Class of Class A-II Certificates and Class M-II
Certificates and any Distribution Date, the lesser of (i) LIBOR plus the related
Margin and (ii) the Group II Net WAC Cap Rate.
With respect to the Class SB-I Certificates and any Distribution Date or
the REMIC V Regular Interest SB-I-IO, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (i) through (iii) below, and the denominator of
which is the aggregate principal balance of the REMIC IV Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB-I Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT1
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT2
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT4
minus twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT4.
With respect to the Class SB-II Certificates and any Distribution Date
or the REMIC V Regular Interest SB-II-IO, a per annum rate equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the
denominator of which is the aggregate principal balance of the REMIC IV Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class SB-II
Certificates, the numerator is equal to the sum of the following components
(i) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT5
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT5;
(ii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT6
minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT6; and
(iii) the Uncertificated Pass-Through Rate for REMIC IV Regular Interest LT8
minus twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest LT8.
Paying Agent: JPMorgan Chase Bank or any successor Paying Agent
appointed by the Trustee.
37
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 Group II Loan, the periodic rate cap
that limits the increase or the decrease of the related Mortgage Rate on any
Adjustment Date pursuant to the terms of the related Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United
States or any agency or instrumentality thereof when such obligations
are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii)federal funds, certificates of deposit, demand deposits, time deposits and
bankers' acceptances (which shall each have an original maturity of not
more than 90 days and, in the case of bankers' acceptances, shall in no
event have an original maturity of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States dollars of any
U.S. depository institution or trust company incorporated under the laws of
the United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that the debt
obligations of such depository institution or trust company at the date of
acquisition thereof have been rated by each Rating Agency in its highest
short-term rating available;
(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 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
38
long-term debt shall mean AAA in the case of Fitch, AAA in the case of Standard
& Poor's and Aaa in the case of Moody's, and references herein to the highest
rating available on unsecured commercial paper and short-term debt obligations
shall mean A1+ in the case of Fitch, A-1+ in the case of Standard & Poor's and
P-1 in the case of Moody's.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Assumption: With respect to the Class A-I Certificates and
the Class M-I Certificates, the prepayment assumption to be used for determining
the accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a constant
prepayment rate of one-tenth of 23% per annum of the then outstanding Stated
Principal Balance of the Group I Loans in the first month of the life of such
Group I Loans and an additional one-tenth of 23% per annum in each month
thereafter until the tenth month, and beginning in the tenth month and in each
month thereafter during the life of the Group I Loans, a constant prepayment
rate of 23% per annum each month ("23% HEP"). With respect to the Class A-II
Certificates and the Class M-II Certificates, a prepayment assumption of 2% of
the constant prepayment rate in month one, increasing by approximately 2.545%
from month 2 until month 12, a constant prepayment rate of 30% from month 12 to
month 22, a constant prepayment rate of 50% from month 23 to month 27, and a
constant prepayment rate of 35% thereafter, used for determining the accrual of
original issue discount and premium and market discount on the Class A-II
Certificates and Class M-II Certificates for federal income tax purposes. The
constant prepayment rate assumes that the stated percentage of the outstanding
Stated Principal Balance of the Group II Loans is prepaid over the course of a
year.
Prepayment Interest Shortfall: With respect to any Distribution Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar month, an amount equal to
one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on the Mortgage Loan Schedule with the
exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
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.
39
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: The AlterNet Seller Guide as incorporated into the
Residential Funding Seller Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to accommodate the servicing of the Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances of such Mortgage Loan
(or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee
and the related Mortgage Insurance Premium Rate, if any, is calculated, or (b)
in the case of a purchase made by the Master Servicer, at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
related Mortgage Insurance Premium Rate, in each case on the Stated Principal
Balance thereof to the first day of the month following the month of purchase
from the Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement (other
than the representations and warranties set forth therein with respect to the
number of loans (including the related percentage) in excess of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more Delinquent;
(vii) not be subject to the requirements of HOEPA (as defined in the Assignment
Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material compliance with the Program Guide, that was effective as of the
closing of such Mortgage Loan, is valid and binding, and remains in full force
and effect, unless the Mortgage Property is located in the State of Iowa where
an attorney's certificate has been provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) have
a Mortgage Rate that adjusts with the same frequency and based upon the same
Index as that of the Deleted Mortgage Loan; (xi) have a Note Margin not less
than that of the Deleted Mortgage Loan; (xii) have a Periodic Rate Cap that is
equal to that of the Deleted Mortgage Loan; and (xiii) have a next Adjustment
Date no later than that of the Deleted Mortgage Loan.
40
Rating Agency: Fitch, 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 plus the
applicable Mortgage Insurance Premium Rate from the Due Date as to which
interest was last paid or advanced to Certificateholders up to the last day of
the month in which the Cash Liquidation (or REO Disposition) occurred on the
Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or advanced, minus (iii)
the proceeds, if any, received during the month in which such Cash Liquidation
(or REO Disposition) occurred, to the extent applied as recoveries of interest
at the Net Mortgage Rate plus the applicable Mortgage Insurance Premium Rate and
to principal of the Mortgage Loan, net of the portion thereof reimbursable to
the Master Servicer or any Subservicer with respect to related Advances,
Servicing Advances or other expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) (1) the amount by which the interest portion of
a Monthly Payment or the principal balance of such Mortgage Loan was reduced or
(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 the related portion of the Mortgage
Insurance Premium, if applicable, and any premiums on any applicable primary
hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Realized Losses allocated to the Class SB Certificates shall be
allocated first to the REMIC V Regular Interest SB-IO in reduction of the
accrued but unpaid interest thereon until such accrued and unpaid interest shall
have been reduced to zero and then to the REMIC V Regular Interest SB-PO in
reduction of the Principal Balance thereof.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates, the Business Day immediately preceding such Distribution Date.
With respect to each Distribution Date and the Certificates (other than the
LIBOR Certificates), the close of business on the last Business Day of the month
next preceding the month in which the related Distribution Date occurs, except
in the case of the first Record Date which shall be the Closing Date.
41
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 Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code. As used herein, the term "REMIC" shall mean REMIC I,
REMIC II, REMIC III, REMIC IV or REMIC V.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group I Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group I Loans due after
the Cut-off Date (other than Monthly Payments due in August 2003) 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 and rights under the MI Policy pertaining to the Group I Loans,
if any; and (v) all proceeds of clauses (i) through (iv) above.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated to the REMIC I
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC I Regular Interest: REMIC I Regular Interest I-LT.
REMIC I Regular Interest I-LT: A regular interest in REMIC I that is
held as an asset of REMIC I, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group II Loans and 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 August 2003) 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
42
or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary
Insurance Policy and rights under the MI Policy pertaining to the Group II
Loans, if any; and (v) all proceeds of clauses (i) through (iv) above.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on
the Group II Loans for the related Due Period shall be allocated to the REMIC II
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC II Regular Interest: REMIC II Regular Interest II-LT.
REMIC II Regular Interest II-LT: A regular interest in REMIC II that is
held as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interest I-LT.
REMIC III Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated as follows: The
interest Realized Losses, if any, shall be allocated pro rata to the REMIC III
Regular Interests LTB to the extent, if any, that interest Realized Losses for
such Distribution Date are allocated to the Class A-I-IO Certificates; all other
interest Realized Losses shall be allocated to the REMIC III Regular Interest
LTA to the extent of Accrued Certificate Interest thereon in reduction thereof.
Any interest Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as Realized Losses not attributable to any
specific Mortgage Loan and allocated pursuant to the succeeding sentences.
Realized Losses shall be allocated to the REMIC III Regular Interest LTA in
reduction of the principal balance thereof until such principal balance has been
reduced to zero and thereafter shall be allocated to the REMIC III Regular
Interests LTB sequentially, in their numerical order, in reduction of the
principal balances thereof.
REMIC III Regular Interests: REMIC III Regular Interest LTA and the
REMIC III Regular Interests LTB.
REMIC III Regular Interest LTA: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interests LTB: REMIC III Regular Interest LTB1, REMIC
III Regular Interest LTB2, REMIC III Regular Interest LTB3, REMIC III Regular
Interest LTB4, REMIC III Regular Interest LTB5, REMIC III Regular Interest LTB6,
REMIC III Regular Interest LTB7, REMIC III Regular Interest LTB8, REMIC III
Regular Interest LTB9, REMIC III Regular Interest LTB10, REMIC III Regular
Interest LTB11, REMIC III Regular Interest LTB12, REMIC III Regular Interest
LTB13, REMIC III Regular Interest LTB14, REMIC III Regular Interest LTB15, REMIC
III Regular Interest LTB16, REMIC III Regular Interest LTB17, REMIC III Regular
Interest LTB18, REMIC III Regular Interest LTB19, REMIC III Regular Interest
LTB20, REMIC III Regular Interest LTB21, REMIC III Regular Interest LTB22, REMIC
III Regular Interest LTB23, REMIC III Regular Interest LTB24, REMIC III Regular
Interest LTB25, REMIC III Regular Interest LTB26, REMIC III Regular Interest
LTB27, REMIC III Regular Interest LTB28, REMIC III Regular Interest LTB29 and
REMIC III Regular Interest LTB30.
43
REMIC III Regular Interest LTB1: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO1.
REMIC III Regular Interest LTB2: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO2.
REMIC III Regular Interest LTB3: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO3.
REMIC III Regular Interest LTB4: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO4.
REMIC III Regular Interest LTB5: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO5.
REMIC III Regular Interest LTB6: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO6.
REMIC III Regular Interest LTB7: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO7.
REMIC III Regular Interest LTB8: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO8.
REMIC III Regular Interest LTB9: A regular interest in REMIC III that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO9.
44
REMIC III Regular Interest LTB10: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO10.
REMIC III Regular Interest LTB11: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO11
REMIC III Regular Interest LTB12: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO12.
REMIC III Regular Interest LTB13: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO13.
REMIC III Regular Interest LTB14: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO14.
REMIC III Regular Interest LTB15: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO15.
REMIC III Regular Interest LTB16: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO16.
REMIC III Regular Interest LTB17: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO17.
45
REMIC III Regular Interest LTB18: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO18.
REMIC III Regular Interest LTB19: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO19.
REMIC III Regular Interest LTB20: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO20.
REMIC III Regular Interest LTB21: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO21.
REMIC III Regular Interest LTB22: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO22
REMIC III Regular Interest LTB23: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO23.
REMIC III Regular Interest LTB24: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO24.
REMIC III Regular Interest LTB25: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO25.
REMIC III Regular Interest LTB26: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO26.
46
REMIC III Regular Interest LTB27: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO27.
REMIC III Regular Interest LTB28: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO28.
REMIC III Regular Interest LTB29: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO29.
REMIC III Regular Interest LTB30: A regular interest in REMIC III that
is held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC III Pass-Through Rate, and that has such other terms as are
described herein. Such REMIC III Regular Interest shall be treated as related to
REMIC IV Regular Interest LTA-IO30.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC II Regular Interest II-LT and the REMIC III Regular Interests.
REMIC IV Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the REMIC IV Regular Xxxxxxxxx XX0,
XX0, XX0, XX0, XX0, XX0, XX0 and LT8, respectively, will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:
Y1 = the principal balance of the REMIC IV Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 = the principal balance of the REMIC IV Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC IV Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC IV Regular Interest LT4 after
distributions on the prior Distribution Date (note: Y3 = Y4).
47
Y5 = the principal balance of the REMIC IV Regular Interest LT5 after
distributions on the prior Distribution Date.
Y6 = the principal balance of the REMIC IV Regular Interest LT6 after
distributions on the prior Distribution Date.
Y7 = the principal balance of the REMIC IV Regular Interest LT7 after
distributions on the prior Distribution Date.
Y8 = the principal balance of the REMIC IV Regular Interest LT8 after
distributions on the prior Distribution Date (note: Y7 = Y8).
AY1 = the REMIC IV Regular Interest LT1 Principal Reduction Amount.
AY2 = the REMIC IV Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC IV Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC IV Regular Interest LT4 Principal Reduction Amount.
AY5 = the REMIC IV Regular Interest LT5 Principal Reduction Amount.
AY6 = the REMIC IV Regular Interest LT6 Principal Reduction Amount.
AY7 = the REMIC IV Regular Interest LT7 Principal Reduction Amount.
AY8 = the REMIC IV Regular Interest LT8 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC IV Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC IV Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group I
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-I Certificates for prior Distribution Dates).
R0 = the Group I Net WAC Cap Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
R1 = the Group I Net WAC Cap Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
a0 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates, other than the Class SB-I Certificates and the Class A-I-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as
limited by the Group I Net WAC Cap Rate, if applicable) for such Class
48
applicable for distributions to be made on such Distribution Date and (ii) the
aggregate Certificate Principal Balance for such Class after distributions and
the allocation of Realized Losses on the prior Distribution Date and (y) the
aggregate Group I Net WAC Cap Shortfalls for such Distribution Date and (B)
R0*P0.
a1 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates, other than the Class SB-I Certificates and the Class A-I-IO
Certificates, of the product for each Class of (i) the monthly interest rate (as
limited by the Net WAC Cap Rate, if applicable) for such Class applicable for
distributions to be made on the next succeeding Distribution Date and (ii) the
aggregate Certificate Principal Balance for such Class after distributions and
the allocation of Realized Losses to be made on such Distribution Date and (y)
the aggregate Group I Net WAC Cap Shortfalls for the next succeeding
Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = (a/2){( a0R1 - a1R0)/R0R1};
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 - a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
Q0 = the aggregate principal balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
Q1 = the aggregate principal balance of the REMIC IV Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
49
AQ = Q0 - Q1 = the aggregate of the REMIC IV Regular Interests LT5, LT6,
LT7 and LT8 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group II
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-II Certificates for prior Distribution Dates).
S0 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
S1 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
a = (Y6 + Y7)/Q0. The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
A0 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group II Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to be made on
such Distribution Date and (ii) the aggregate Certificate Principal Balance for
such Class after distributions and the allocation of Realized Losses on the
prior Distribution Date and (y) the aggregate Group II Basis Risk Shortfalls for
such Distribution Date and (B) S0*Q0.
A1 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate, if
applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date and (y) the aggregate Group II Basis Risk
Shortfalls for the next succeeding Distribution Date and (B) S1*Q1.
Then, based on the foregoing definitions:
AY5 = AQ - AY6 - AY7 - AY8;
AY6 = (a/2){(A0S1 - A1S0)/S0S1};
AY7 = aAQ - AY6; and
AY8 = AY7.
if both AY6 and AY7, as so determined, are non-negative numbers.
Otherwise:
(1) If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2) If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a{A1S0Q0 - A0S1Q1}/{2S1S0Q1 - A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
50
REMIC IV Realized Losses: For any Distribution Date, Realized Losses on
the Mortgage Loans for the related Due Period shall be allocated, as follows:
The interest Realized Losses, if any, shall be allocated (x) pro rata to the
REMIC IV Regular Interests LTA-IO to the extent, if any, that interest Realized
Losses for such Distribution Date are allocated to the Class A-I-IO Certificates
and (y) any remaining interest Realized Losses, if any, shall be allocated pro
rata to accrued interest on the REMIC IV Regular Interests other than the REMIC
IV Regular Interests LTA-IO to the extent of such accrued interest. Any
remaining interest Realized Losses and any principal Realized Losses shall be
treated as principal Realized Losses and allocated (i) (A) with respect to
Realized Losses on the Group I Loans, to the REMIC IV Regular Interest LT1,
REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT4, pro rata according to their respective Principal Reduction
Amounts, provided that such allocation to each of the REMIC IV Regular Interest
LT1, REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT4 shall not exceed their respective Principal Reduction
Amounts for such Distribution Date and (B) with respect to Realized Losses on
the Group II Loans, to the REMIC IV Regular Interest LT5, REMIC IV Regular
Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular Interest LT8,
pro rata according to their respective Principal Reduction Amounts, provided
that such allocation to each of the REMIC IV Regular Interest LT5, REMIC IV
Regular Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular
Interest LT8 shall not exceed their respective Principal Reduction Amounts for
such Distribution Date and (ii) (A) any Realized Losses not allocated to either
the REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3 or REMIC IV
Regular Interest LT4 pursuant to the proviso of clause (i) above shall be
allocated to the REMIC IV Regular Interest LT1 and (B) any Realized Losses not
allocated to either the REMIC IV Regular Interest LT6, REMIC IV Regular Interest
LT7 or REMIC IV Regular Interest LT8 pursuant to the proviso of clause (i) above
shall be allocated to the REMIC IV Regular Interest LT5.
REMIC IV Regular Interests LTA-IO: REMIC IV Regular Interest LTA-IO1,
REMIC IV Regular Interest LTA-IO2, REMIC IV Regular Interest LTA-IO3, REMIC IV
Regular Interest LTA-IO4, REMIC IV Regular Interest LTA-IO5, REMIC IV Regular
Interest LTA-IO6, REMIC IV Regular Interest LTA-IO7, REMIC IV Regular Interest
LTA-IO8, REMIC IV Regular Interest LTA-IO9, REMIC IV Regular Interest LTA-IO10,
REMIC IV Regular Interest LTA-IO11, REMIC IV Regular Interest LTA-IO12, REMIC IV
Regular Interest LTA-IO13, REMIC IV Regular Interest LTA-IO14, REMIC IV Regular
Interest LTA-IO15, REMIC IV Regular Interest LTA-IO16, REMIC IV Regular Interest
LTA-IO17, REMIC IV Regular Interest LTA-IO18, REMIC IV Regular Interest
LTA-IO19, REMIC IV Regular Interest LTA-IO20, REMIC IV Regular Interest
LTA-IO21, REMIC IV Regular Interest LTA-IO22, REMIC IV Regular Interest
LTA-IO23, REMIC IV Regular Interest LTA-IO24, REMIC IV Regular Interest
LTA-IO25, REMIC IV Regular Interest LTA-IO26, REMIC IV Regular Interest
LTA-IO27, REMIC IV Regular Interest LTA-IO28, REMIC IV Regular Interest LTA-IO29
and REMIC IV Regular Interest LTA-IO30.
REMIC IV Regular Interest LTA-IO1: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
51
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO1 shall be treated as related
to REMIC III Regular Interest LTB1.
REMIC IV Regular Interest LTA-IO2: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO2 shall be treated as related
to REMIC III Regular Interest LTB2.
REMIC IV Regular Interest LTA-IO3: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO3 shall be treated as related
to REMIC III Regular Interest LTB3.
REMIC IV Regular Interest LTA-IO4: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO4 shall be treated as related
to REMIC III Regular Interest LTB4.
REMIC IV Regular Interest LTA-IO5: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO5 shall be treated as related
to REMIC III Regular Interest LTB5.
REMIC IV Regular Interest LTA-IO6: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO6 shall be treated as related
to REMIC III Regular Interest LTB6.
REMIC IV Regular Interest LTA-IO7: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO7 shall be treated as related
to REMIC III Regular Interest LTB7.
REMIC IV Regular Interest LTA-IO8: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO8 shall be treated as related
to REMIC III Regular Interest LTB8.
REMIC IV Regular Interest LTA-IO9: A regular interest that is held as an
asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO9 shall be treated as related
to REMIC III Regular Interest LTB9.
52
REMIC IV Regular Interest LTA-IO10: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO10 shall be treated as related
to REMIC III Regular Interest LTB10.
REMIC IV Regular Interest LTA-IO11: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO11 shall be treated as related
to REMIC III Regular Interest LTB11.
REMIC IV Regular Interest LTA-IO12: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO12 shall be treated as related
to REMIC III Regular Interest LTB12.
REMIC IV Regular Interest LTA-IO13: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO13 shall be treated as related
to REMIC III Regular Interest LTB13.
REMIC IV Regular Interest LTA-IO14: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO14 shall be treated as related
to REMIC III Regular Interest LTB14.
REMIC IV Regular Interest LTA-IO15: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO15 shall be treated as related
to REMIC III Regular Interest LTB15.
REMIC IV Regular Interest LTA-IO16: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO16 shall be treated as related
to REMIC III Regular Interest LTB16.
REMIC IV Regular Interest LTA-IO17: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO17 shall be treated as related
to REMIC III Regular Interest LTB17.
REMIC IV Regular Interest LTA-IO18: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO18 shall be treated as related
to REMIC III Regular Interest LTB18.
53
REMIC IV Regular Interest LTA-IO19: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO19 shall be treated as related
to REMIC III Regular Interest LTB19.
REMIC IV Regular Interest LTA-IO20: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO20 shall be treated as related
to REMIC III Regular Interest LTB20.
REMIC IV Regular Interest LTA-IO21: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO21 shall be treated as related
to REMIC III Regular Interest LTB21.
REMIC IV Regular Interest LTA-IO22: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO22 shall be treated as related
to REMIC III Regular Interest LTB22.
REMIC IV Regular Interest LTA-IO23: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO23 shall be treated as related
to REMIC III Regular Interest LTB23.
REMIC IV Regular Interest LTA-IO24: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO24 shall be treated as related
to REMIC III Regular Interest LTB24.
REMIC IV Regular Interest LTA-IO25: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO25 shall be treated as related
to REMIC III Regular Interest LTB25.
REMIC IV Regular Interest LTA-IO26: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO26 shall be treated as related
to REMIC III Regular Interest LTB26.
54
REMIC IV Regular Interest LTA-IO27: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO27 shall be treated as related
to REMIC III Regular Interest LTB27.
REMIC IV Regular Interest LTA-IO28: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO28 shall be treated as related
to REMIC III Regular Interest LTB28.
REMIC IV Regular Interest LTA-IO29: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO29 shall be treated as related
to REMIC III Regular Interest LTB29.
REMIC IV Regular Interest LTA-IO30: A regular interest that is held as
an asset of REMIC V that has an initial notional amount equal to the related
Uncertificated Notional Amount, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein. REMIC IV Regular Interest LTA-IO30 shall be treated as related
to REMIC III Regular Interest LTB30.
REMIC IV Regular Interest LT1: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT1
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT1 on such Distribution Date.
REMIC IV Regular Interest LT2: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT2
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT2 on such Distribution Date.
REMIC IV Regular Interest LT3: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT3 Principal Distribution Amount: For any
55
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT3
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT3 on such Distribution Date.
REMIC IV Regular Interest LT4: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT4
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT4 on such Distribution Date.
REMIC IV Regular Interest LT5: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT5 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT5
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT5 on such Distribution Date.
REMIC IV Regular Interest LT6: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT6 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT6
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT6 on such Distribution Date.
REMIC IV Regular Interest LT7: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT7 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT7
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT7 on such Distribution Date.
REMIC IV Regular Interest LT8: A regular interest in REMIC IV that is
held as an asset of REMIC V, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC IV Pass-Through Rate, and that has such other terms as are
described herein.
REMIC IV Regular Interest LT8 Principal Distribution Amount: For any
56
Distribution Date, the excess, if any, of the REMIC IV Regular Interest LT8
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC IV Regular Interest LT8 on such Distribution Date.
REMIC V: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC IV Regular Interests.
REMIC V Regular Interest A-II-A: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class A-II-A
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class A-II-A Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-A Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC V Regular Interest A-II-B: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class A-II-B
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class A-II-B Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-B Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC V Regular Interest M-II-1: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class M-II-1
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-1 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-1 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC V Regular Interest M-II-2: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class M-II-2
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-2 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-2 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC V Regular Interest M-II-3: A regular interest in REMIC V which is
has a principal balance equal to the principal balance of the Class M-II-3
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-3 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-3 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
57
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by
the Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period,
an amount equivalent to interest (at a rate equal to the sum of the Net Mortgage
Rate and the Mortgage Insurance Premium Rate 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 through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been
subject to an interest rate reduction, (b) has been subject to a term extension
or (c) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with (a) above for a temporary
period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan
has not been delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction is not made
permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee, in each case, with direct responsibility for the administration of
this Agreement.
58
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from
time to time.
Seller: With respect to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to such Mortgage
Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the seller contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Depositor, each containing representations and
warranties in respect of one or more Mortgage Loans.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged Property
or, with respect to a Cooperative Loan, the related Cooperative Apartment, (ii)
any enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS(R) System, (iii) the management and
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, 3.11, 3.12(a) and 3.14, including, if the Master Servicer
or any Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
Stated Principal Balance of a Mortgage Loan, any extension of the final maturity
date of a Mortgage Loan, and any increase to the Stated Principal Balance of a
Mortgage Loan by adding to the Stated Principal Balance unpaid principal and
interest and other amounts owing under the Mortgage Loan, in each case pursuant
to a modification of a Mortgage Loan that is in default, or for which, in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer on the Closing Date, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date
and the Group I Loans or Group II Loans, the arithmetic average, for each of the
three Distribution Dates ending with such Distribution Date, of the fraction,
expressed as a percentage, equal to (x) the aggregate Stated Principal Balance
of the Group I Loans or Group II Loans, as applicable, that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date,
59
including Group I Loans or Group II Loans, as applicable, in foreclosure and
REO, over (y) the aggregate Stated Principal Balance of all of the Group I Loans
or Group II Loans, as applicable, immediately preceding that Distribution Date.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan and (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending with the Due Period relating to the most recent Distribution Date
which were received or with respect to which an Advance was made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent
applied by the Master Servicer as recoveries of principal in accordance with
Section 3.14 with respect to such Mortgage Loan or REO Property, in each case
which were distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss incurred with respect to such Mortgage Loan
allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Sub-Group: Each sub-group of Loan Group II referred to as Loan Group
II-A and Loan Group II-B.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordination Percentage: With respect to any Class of Class A or Class M
Certificates, the respective percentage set forth below.
Class Percentage Class Percentage
A-I 75.50% A-II 81.00%
M-I-1 84.50% M-II-1 90.50%
M-I-2 91.00% M-II-2 97.00%
M-I-3 95.50% M-II-3 99.00%
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.
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.
60
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable
monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage
Loan, to the Master Servicer) in respect of subservicing and other compensation
that accrues with respect to each Distribution Date at an annual rate designated
as "SUBSERV FEE" on the Mortgage Loan Schedule.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II, REMIC III, REMIC IV, and REMIC V due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets subject hereto, consisting of:
(i) the Mortgage Loans and the related Mortgage Files; (ii) all payments on and
collections in respect of the Mortgage Loans due after the Cut-off Date (other
than Monthly Payments due in August 2003) 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 Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or deed in
lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance
Policy and rights under the MI Policy pertaining to the Mortgage Loans, if any;
and (v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular Interest for
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any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Loans for any
Distribution Date shall be allocated to REMIC I Regular Interest I-LT, to the
extent of one month's interest at the then applicable Uncertificated REMIC I
Pass-Through Rate on the Uncertificated Principal Balance of the Uncertificated
REMIC I Regular Interest. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC II Regular Interest for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest) relating to the Group II Loans for any Distribution
Date shall be allocated to REMIC II Regular Interest II-LT, to the extent of one
month's interest at the then applicable Uncertificated REMIC II Pass-Through
Rate on the Uncertificated Principal Balance of the Uncertificated REMIC II
Regular Interest. For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC III Regular Interests for any Distribution Date,
any Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated first pro rata to REMIC III Regular Interests LTB to the same extent
as such shortfalls are allocated to the Class A-I-IO Certificates and any such
shortfalls remaining shall then be allocated to REMIC III Regular Interest LTA,
in each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC III Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC III Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC IV Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC IV Regular
Interests LTA-IO to the same extent as such shortfalls are allocated to the
Class A-I-IO Certificates, and thereafter any remaining Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group I Loans for any Distribution Date shall be allocated among REMIC IV
Regular Interests LT1, LT2, LT3 and LT4, pro rata, based on, and to the extent
of, Uncertificated Accrued Interest, as calculated without application of this
sentence and relating to the Group II Loans for any Distribution Date shall be
allocated among REMIC IV Regular Interests LT5, LT6, LT7 and LT8, pro rata,
based on, and to the extent of, Uncertificated Accrued Interest, as calculated
without application of this sentence. Uncertificated Accrued Interest on the
REMIC V Regular Interest SB-I-PO and SB-II-PO shall be zero. Uncertificated
Accrued Interest on the REMIC V Regular Interest SB-I-IO for each Distribution
Date shall equal Accrued Certificate Interest for the Class SB-I Certificates
and Uncertificated Accrued Interest on the REMIC V Regular Interest SB-II-IO for
each Distribution Date shall equal Accrued Certificate Interest for the Class
SB-II Certificates.
Uncertificated Notional Amount: With respect to any REMIC IV Regular
Interest LTA-IO and any Distribution Date on or prior to the Latest Possible
Maturity Date therefor, the Uncertificated Principal Balance of the related
REMIC III Regular Interest LTB for such Distribution Date. With respect to REMIC
V Regular Interest SB-I-IO or REMIC V Regular Interest SB-II-IO, the Notional
Amount for such Class.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate, Uncertificated
REMIC III Pass-Through Rate or the Uncertificated REMIC IV Pass-Through Rate, as
applicable .
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest (other than the REMIC III Regular Interests
LTA-IO) outstanding as of any date of determination. The Uncertificated
Principal Balance of each REMIC Regular Interest shall never be less than zero.
The REMIC III Regular Interests LTA-IO will not have an Uncertificated Principal
Balance. With respect to the REMIC V Regular Interest SB-I-PO or REMIC V Regular
Interest SB-II-PO, the initial amount set forth with respect thereto in the
Preliminary Statement as reduced by distributions deemed made in respect thereof
pursuant to Section 4.02 and Realized Losses allocated thereto pursuant to
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Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests, REMIC
II Regular Interests, REMIC III Regular Interests, the REMIC IV Regular
Interests, the REMIC V Regular Interest SB-I-PO, the REMIC V Regular Interest
SB-II-PO, the REMIC V Regular Interest SB-I-IO and the REMIC V Regular Interest
SB-II-IO.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group I Loans.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group II Loans.
Uncertificated REMIC III Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates for the Group I Loans.
Uncertificated REMIC IV Pass-Through Rate: With respect to REMIC IV
Regular Interest LT1 and REMIC IV Regular Interest LT2 and any Distribution
Date, a per annum rate equal to the Group I Net WAC Cap Rate for that
Distribution Date; with respect to REMIC IV Regular Interest LT3 and REMIC IV
Regular Interest LT7 and any Distribution Date, 0.00%; with respect to REMIC IV
Regular Interest LT4 and any Distribution Date, a per annum rate equal to twice
the Group I Net WAC Cap Rate for that Distribution Date; with respect to the
REMIC IV Regular Interest LT5 and REMIC IV Regular Interest LT6 and any
Distribution Date, a per annum rate equal to the Group II REMIC Net WAC Rate for
that Distribution Date; and with respect to the REMIC IV Regular Interest LT8
and any Distribution Date, a per annum rate equal to twice the Group II REMIC
Net WAC Rate for that Distribution Date.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates and Class M
Certificates, other than the Class A-I-IO Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; 1%
and 1% of all of the Voting Rights shall be allocated to the Holders of the
Class A-I-IO and Class SB Certificates, respectively, and 0.2% 0.2%, 0.2%, 0.2%
and 0.2% of all of the Voting Rights shall be allocated to the Holders of the
Class R-I, Class R-II, Class R-III, Class R-IV and Class R-V Certificates,
respectively; in each case to be allocated among the Certificates of such Class
in accordance with their respective Percentage Interest.
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Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined as of each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR
Rate Adjustment Date is not a Business Day, then on the next succeeding Business
Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual
Period, will equal the rate for one month United States dollar deposits that
appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display
designated as page 3750 on the Bridge Telerate Service (or such other page as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, LIBOR shall be so established by use of such other
service for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Master Servicer), 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 LIBOR Certificates then outstanding. The Trustee will request the principal
London office of each of the reference banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate will be the arithmetic
mean of the quotations rounded up to the next multiple of 1/16%. If on such date
fewer than two quotations are provided as requested, the rate will be the
arithmetic mean of the rates quoted by one or more major banks in New York City,
selected by the Trustee after consultation with the Master Servicer, as of 11:00
a.m., New York City time, on such date for loans in U.S. Dollars to leading
European banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the LIBOR Certificates then
outstanding. If no such quotations can be obtained, the rate will be LIBOR for
the prior Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee, shall select an alternative comparable index (over which the Trustee
has no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
the Trustee's subsequent calculation of the Pass-Through Rate applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding. Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any Certificateholder so requesting by calling the Bondholder Inquiry Line at
0-000-000-0000 the Pass-Through Rate on the LIBOR Certificates for the current
and the immediately preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee in respect of the Trust Fund without
recourse all the right, title and interest of the Depositor in and to
(i) the Mortgage Loans, including all interest and principal on or with
respect to the Mortgage Loans due on or after the Cut-off Date (other
than Monthly Payments due prior to September 1, 2003); (ii) the Mortgage
Insurance Premium Taxes Reserve Fund Deposit; and (iii) all proceeds of
the foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, the Depositor delivered or caused to be
delivered hereunder to the Trustee, the Hedge Agreement (the delivery of
which shall evidence that the fixed payment for the Hedge Agreement has
been paid and the Trustee and the Trust Fund shall have no further
payment obligation thereunder and that such fixed payment has been
authorized hereby) and the MI Policy, and except as set forth in Section
2.01(c) below and subject to Section 2.01(d) below, the Depositor does
hereby deliver to, and deposit with, the Trustee, or to and with one or
more Custodians, as the duly appointed agent or agents of the Trustee
for such purpose, the following documents or instruments (or copies
thereof as permitted by this Section) with respect to each Mortgage Loan
so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording indicated
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R) System, the
assignment (which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing
an unbroken chain of title from the originator to the Person assigning
it to the Trustee (or to MERS, if the Mortgage Loan is registered on the
MERS(R) System and noting the presence of a MIN) with evidence of
recordation noted thereon or attached thereto, or a copy of such
assignment or assignments of the Mortgage with evidence of recording
indicated thereon; and
(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
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permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(ii), (iii),
(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly appointed agent or
agents of the Trustee.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in
connection with any Mortgage Loan, if the Depositor cannot deliver the original
of the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence
of recording thereon concurrently with the execution and delivery of this
Agreement because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage, as applicable, as the mortgagee of record solely as nominee for
Residential Funding and its successors and assigns. If any Assignment is lost or
returned unrecorded to the Depositor because of any defect therein, the
Depositor shall prepare a substitute Assignment or cure such defect, as the case
may be, and cause such Assignment to be recorded in accordance with this
paragraph. The Depositor shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or Assignment, as applicable
(or copy thereof as permitted by Section 2.01(b)), with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
and that may be delivered as a copy rather than the original may be delivered to
the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 Business Days after the Closing Date, the
MERS(R) System to indicate that such Mortgage Loans have been assigned by the
Depositor to the Trustee in accordance with this Agreement for the benefit of
the Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
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
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respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 and the Uncertificated
Regular Interests be construed as a sale by the Depositor to the Trustee of the
Mortgage Loans and the Uncertificated Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans and the Uncertificated Regular
Interests by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby
is a security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be
deemed to be (1) a grant by the Depositor to the Trustee of a security interest
in all of the Depositor's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
any Uncertificated Regular Interests and any and all general intangibles,
payment intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or
relating to any of the foregoing, and (D) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Depositor to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Depositor pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the
Uncertificated Regular Interests and the other property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. Without limiting the generality of the foregoing, the
Depositor shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Depositor, all filings necessary
67
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 and the
Uncertificated Regular Interests, 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, (3) any transfer
of any interest of Residential Funding or the Depositor in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Depositor in any
Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) above (except that for purposes of such acknowledgement only, a
Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in
blank) and declares that it, or a Custodian as its agent, holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the use and benefit
of all present and future Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective,
upon receipt of notification from the Custodian as specified in the succeeding
sentence, the Trustee shall promptly so notify or cause the Custodian to notify
the Master Servicer and the Depositor. Pursuant to Section 2.03 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the Depositor and the
Trustee of any such omission or defect found by it in respect of any Mortgage
File held by it in respect of the items received by it pursuant to the Custodial
Agreement. If such omission or defect materially and adversely affects the
interests in the related Mortgage Loan of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan shall be deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
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upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Subservicer or Seller or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage Loan shall not be part of
the Trust Fund. In furtherance of the foregoing and Section 2.04, if the
Subservicer or Seller or Residential Funding that repurchases the Mortgage Loan
is not a member of MERS and the Mortgage is registered on the MERS(R) System,
the Master Servicer, at its own expense and without any right of reimbursement,
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to such Subservicer or Seller
or Residential Funding and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Subservicer
or Seller, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent document exists shall constitute
the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer
and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence
and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and
its performance and compliance with the terms of this Agreement will not
violate the Master Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice or lapse
of time, or both, would constitute a material default) under, or result
in the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by
the Trustee and the Depositor, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit
its entering into this Agreement or performing its obligations under
this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
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(vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Depositor, any Affiliate of the
Depositor or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact
or omit a material fact necessary to make the information, certificate,
statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each
new, Subservicing Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of Section 3.02;
(ix) The Master Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered
with MERS; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer
for each Mortgage Loan accurately and fully reports its borrower credit
files to each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer, the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement). Within 90 days
of its discovery or its receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material respects or (ii) to the extent
that such breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. The obligation of the Master Servicer
to cure such breach or to so purchase such Mortgage Loan shall constitute the
sole remedy in respect of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders or the Trustee on
behalf of the Certificateholders.
(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) 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 (ii) each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the 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
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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
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2.03(b)(ii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Depositor
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, substitution or repurchase must occur
within 90 days from the date such breach was discovered. Any such substitution
shall be effected by the Depositor under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is
understood and agreed that the obligation of the Depositor to cure such breach
or to so purchase or substitute for any Mortgage Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, the Depositor shall not be
required to cure breaches or purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan
as and to the extent set forth in the Assignment Agreement. Insofar as the
Assignment Agreement or such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee 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 a
Seller's Agreement or the Assignment Agreement in respect of any Mortgage Loan
or of any Repurchase Event which materially and adversely affects the interests
of the Certificateholders 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 the related Seller and Residential Funding of such breach or Repurchase
Event and request that such Seller or Residential Funding either (i) cure such
breach or Repurchase Event in all material respects within 90 days from the date
the Master Servicer was notified of such breach or Repurchase Event or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee,
or any Custodian of a breach of any of such representations and warranties set
forth in the Assignment Agreement in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement) at the same time as notice is given pursuant to the preceding
paragraph of any corresponding breach of representation or warranty made in
Seller's Agreement. The Master Servicer shall promptly notify Residential
Funding of such breach of a representation or warranty set forth in the
Assignment Agreement and request that Residential Funding either (i) cure such
breach in all material respects within 90 days from the date the Master Servicer
was notified of such breach or (ii) purchase such Mortgage Loan from the Trust
Fund within 90 days of the date of such written notice of such breach at the
Purchase Price and in the manner set forth in Section 2.02, but only if the
Mortgage Loan has not been purchased by the Seller due to a breach of
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representation and warranty of the related Seller's Agreement as set forth in
the preceding paragraph; provided that Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. 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
(xlviii) 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 Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan made in
the related Seller Agreements as of the date of substitution, Residential
Funding shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute Mortgage Loan (other than those of a
statistical nature) contained in the Assignment Agreement as of the date of
substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit or cause the related Seller to deposit the amount of such shortfall into
the Custodial Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall give notice in writing to the Trustee of
such event, which notice shall be accompanied by an Officers' Certificate as to
the calculation of such shortfall and (subject to Section 10.01(f) by an Opinion
of Counsel to the effect that such substitution will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC
at any time that any Certificate is outstanding.
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It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (and in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing and to make any additional
payments required under the Assignment Agreement in connection with a breach of
the representation and warranty in clause (xlviii) 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 Seller's
Agreement and the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC I Regular Interest I-LT for the benefit of the Holders of the REMIC
III Regular Interests. The Trustee acknowledges receipt of the REMIC I Regular
Interest I-LT (which are uncertificated) and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of the
REMIC III Regular Interests and Holders of the Class R-III Certificates. The
interests evidenced by the Class R-III Certificates, together with the REMIC III
Regular Interests, constitute the entire beneficial ownership interest in REMIC
III.
(c) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC II Regular Interest II-LT and the REMIC III Regular Interests for the
benefit of the Holders of the REMIC IV Regular Interests. The Trustee
acknowledges receipt of the REMIC II Regular Interest II-LT and the REMIC III
Regular Interests (which are uncertificated) and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of the
REMIC IV Regular Interests and Holders of the Class R-IV Certificates. The
interests evidenced by the Class R-IV Certificates, together with the REMIC IV
Regular Interests, constitute the entire beneficial ownership interest in REMIC
IV.
(d) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC IV Regular Interests for the benefit of the holders of the Regular
Certificates and the Class R-V certificates. The Trustee acknowledges receipt of
the REMIC IV Regular Interests (each of which are uncertificated) and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the holders of the Regular Certificates and the Class R-V Certificates. The
interests evidenced by the Class R-V Certificate, together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC V.
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Section 2.06. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in
the following activities:
(a) to sell the Certificates to the Depositor in exchange for the
Mortgage Loans;
(b) to enter into and perform its obligations under this
Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such
other activities as may be required in connection with conservation of the Trust
Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing
activities. Notwithstanding the provisions of Section 11.01, the trust shall not
engage in any activity other than in connection with the foregoing or other than
as required or authorized by the terms of this Agreement while any Certificate
is outstanding, and this Section 2.06 may not be amended, without the consent of
the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. The Master
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Master Servicer in
accordance with Section 3.16(c), with no right of reimbursement; provided, that
if, as a result of MERS discontinuing or becoming unable to continue operations
in connection with the MERS(R) System, it becomes necessary to remove any
Mortgage Loan from registration on the MERS(R) System and to arrange for the
assignment of the related Mortgages to the Trustee, then any related expenses
shall be reimbursable to the Master Servicer. Notwithstanding the foregoing,
subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a
REMIC under the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall
not be liable for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney or other documents. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master Servicer shall, to
the extent not inconsistent with this Agreement, comply with the Program Guide
as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof.
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If the Mortgage relating to a Mortgage Loan did not have a lien senior
to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the Master Servicer, in such capacity, may not consent to the placing of a
lien senior to that of the Mortgage on the related Mortgaged Property. If the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on
the related Mortgaged Property as of the Cut-off Date, then the Master Servicer,
in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such
refinancing is less than the original debt-to-income ratio as set
forth on the Mortgage Loan Schedule; provided, however, that in
no instance shall the resulting Combined Loan-to-Value Ratio
("Combined Loan-to-Value Ratio") of such Mortgage Loan be higher
than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such
Mortgage Loan is no higher than the Combined Loan-to-Value Ratio
prior to such refinancing; provided, however, if such refinanced
mortgage loan is a "rate and term" mortgage loan (meaning, the
Mortgagor does not receive any cash from the refinancing), the
Combined Loan-to-Value Ratio may increase to the extent of either
(x) the reasonable closing costs of such refinancing or (y) any
decrease in the value of the related Mortgaged Property, if the
Mortgagor is in good standing as defined by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan evidencing
the refinanced senior lien is no more than 2.0% higher than the interest
rate or the maximum interest rate, as the case may be, on the loan
evidencing the existing senior lien immediately prior to the date of
such refinancing; provided, however (A) if the loan evidencing the
existing senior lien prior to the date of refinancing has an adjustable
rate and the loan evidencing the refinanced senior lien has a fixed
rate, then the current interest rate on the loan evidencing the
refinanced senior lien may be up to 2.0% higher than the then-current
loan rate of the loan evidencing the existing senior lien and (B) if the
loan evidencing the existing senior lien prior to the date of
refinancing has a fixed rate and the loan evidencing the refinanced
senior lien has an adjustable rate, then the maximum interest rate on
the loan evidencing the refinanced senior lien shall be less than or
equal to (x) the interest rate on the loan evidencing the existing
senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not
subject to negative amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing
standards set forth herein, take whatever actions as may be necessary to file a
claim under or enforce or allow the Trustee to file a claim under or enforce any
title insurance policy with respect to any Mortgage Loan including, without
limitation, joining in or causing any Seller or Subservicer (or any other party
in possession of any title insurance policy) to join in any claims process,
negotiations, actions or proceedings necessary to make a claim under or enforce
any title insurance policy. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable) make or permit any modification, waiver, or
amendment of any term of any Mortgage Loan that would both (i) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and (ii) cause any REMIC formed hereunder to fail to qualify as
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a REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions.
(c) In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are customarily provided
by Persons other than servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one or more of
the Certificates providing for the payment by the Master Servicer of amounts
received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which
payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
(f) The relationship of the Master Servicer (and of any successor to the Master
Servicer) to the Depositor under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
(g) The Master Servicer shall comply with the terms of Section 9 of the
Assignment Agreement.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered
into by Residential Funding and Subservicers prior to the execution and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
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the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such Subservicer will remain obligated
under the related Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the discretion of
the Master Servicer to modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this Agreement or the
Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related Seller's Agreement,
to the extent that the non-performance of any such obligation would have a
material and adverse effect on a Mortgage Loan, including, without limitation,
the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. For purposes of clarification
only, the parties agree that the foregoing is not intended to, and does not,
limit the ability of the Master Servicer to be reimbursed for expenses that are
incurred in connection with the enforcement of a Seller's obligations and are
reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
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arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer or Seller for indemnification of the Master Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
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, as
successor Master Servicer, its designee or its successor shall thereupon assume
all of the rights and obligations of the Master Servicer under each Subservicing
Agreement that may have been entered into. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of the
Master Servicer's interest therein and to have replaced the Master Servicer as a
party to the Subservicing Agreement to the same extent as if the Subservicing
Agreement had been assigned to the assuming party except that the Master
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of
the Master Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage
Loans, and shall, to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of any related Primary
Insurance Policy, follow such collection procedures as it would employ
in its good faith business judgment and which are normal and usual in
its general mortgage servicing activities. Consistent with the
foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the
Due Date for payments due on a Mortgage Loan in accordance with the
Program Guide, provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the coverage
of any related Primary Insurance Policy or the MI Policy or materially
adversely affect the lien of the related Mortgage. In the event of any
such arrangement, the Master Servicer shall make timely advances on the
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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. No such modification
shall reduce the Mortgage Rate on a Mortgage Loan below the greater of
(A) one-half of the Mortgage Rate as in effect on the Cut-off Date and
(B) one-half of the Mortgage Rate as in effect on the date of such
modification, but not less than the sum of the rates at which the
Servicing Fee, the Subservicing Fee and the Mortgage Insurance Premium
Rate accrue. The final maturity date for any Mortgage Loan shall not be
extended beyond the Maturity Date. Also, the aggregate principal balance
of all Reportable Modified Mortgage Loans subject to Servicing
Modifications (measured at the time of the Servicing Modification and
after giving effect to any Servicing Modification) can be no more than
five percent of the aggregate principal balance of the Mortgage Loans as
of the Cut-off Date, unless such limit is increased from time to time
with the consent of the MI Policy Provider and each Rating Agency
provides written confirmation that such increase will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency. In addition,
any amounts owing on a Mortgage Loan added to the outstanding principal
balance of such Mortgage Loan must be fully amortized over the term of
such Mortgage Loan, and such amounts may be added to the outstanding
principal balance of a Mortgage Loan only once during the life of such
Mortgage Loan. Also, the addition of such amounts described in the
preceding sentence shall be implemented in accordance with the Program
Guide and may be implemented only by Subservicers that have been
approved by the Master Servicer for such purposes. In connection with
any Curtailment of a Mortgage Loan, the Master Servicer, to the extent
not inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize
the remaining principal balance thereof by the original maturity date
based on the original Mortgage Rate; provided, that such reamortization
shall not be permitted if it would constitute a reissuance of the
Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received
by it in respect of the Mortgage Loans subsequent to the Cut-off Date
(other than in respect of Monthly Payments due prior to September 1,
2003):
(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(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;
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(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 (including amounts received from 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
(xlviii) of Section 4 of the Assignment Agreement) and all amounts
required to be deposited in connection with the substitution of a
Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any
payments or collections received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of Monthly Payments due before September 1, 2003) and payments
or collections consisting of late payment charges or assumption fees may but
need not be deposited by the Master Servicer in the Custodial Account. In the
event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
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
Group I Available Distribution Amount or Group II Available Distribution Amount,
as applicable, for the Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall be deemed to
have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the Depositor of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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Section 3.08. Subservicing Accounts; Servicing Accounts.
(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 in the nature of late charges or assumption fees, or payments or
collections received in the nature of prepayment charges to the extent that the
Subservicer is entitled to retain such amounts pursuant to the Subservicing
Agreement. On or before the date specified in the Program Guide, but in no event
later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee and the related Mortgage Insurance
Premium Rate, if any, accrues in the case of a Modified Mortgage Loan) on any
Curtailment received by such Subservicer in respect of a Mortgage Loan from the
related Mortgagor during any month that is to be applied by the Subservicer to
reduce the unpaid principal balance of the related Mortgage Loan as of the first
day of such month, from the date of application of such Curtailment to the first
day of the following month. Any amounts paid by a Subservicer pursuant to the
preceding sentence shall be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its withdrawal or order from time
to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, the Mortgage Insurance Premium, if applicable, or comparable items
for the account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by the
Program Guide or as is otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, the Mortgage Insurance Premium, if applicable,
or comparable items, to reimburse the Master Servicer or Subservicer out of
related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
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overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
Advances, Servicing Advances or other expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such withdrawal right being
limited to amounts received on the related Mortgage Loans (including, for
this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts
in respect of which such advances were made in the case of Servicing
Advances;
(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,
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if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at a rate per annum equal
to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the applicable Mortgage Insurance Premium Rate
on the amount specified in the amortization schedule of the related
Mortgage Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving effect to any
previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds or other property deposited in or
credited to the Custodial Account that it is entitled to withdraw
pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers as interest in respect
of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the
Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 4.07, 4.08 or 9.01, all amounts received thereon and
not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below, and any Advance or Servicing Advance made in
connection with a modified Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the Advance or
Servicing Advance was added to the Stated Principal Balance of the
Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and
reimbursable to it or the Depositor pursuant to Section 3.01(a), 3.11,
3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing
any repurchase, substitution or indemnification obligation of any Seller
(other than the Depositor or an Affiliate of the Depositor) pursuant to
the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section
3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07, including any
payoff fees or penalties or any other additional amounts payable to the
Master Servicer or Subservicer pursuant to the terms of the Mortgage
Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Custodial Account pursuant to such clauses.
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(c) The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable to
the Mortgage Loans on any Certificate Account Deposit Date succeeding
the date of such determination. Such right of reimbursement in respect
of a Nonrecoverable Advance relating to an Advance made pursuant to
Section 4.04 on any such Certificate Account Deposit Date shall be
limited to an amount not exceeding the portion of such advance
previously paid to Certificateholders (and not theretofore reimbursed to
the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any
action which would result in noncoverage under the MI Policy or any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value at origination in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date
and the Master Servicer had knowledge of such Primary Insurance Policy. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency. The Master Servicer shall keep or cause to be kept in full force and
effect the MI Policy, except as provided in Section 3.11(c).
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the MI Policy Provider under
the MI Policy and to the insurer under any Primary Insurance Policies, in a
timely manner in accordance with such policies, and, in this regard, to take or
cause to be taken such reasonable action as shall be necessary to permit
recovery under the MI Policy and any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under the MI Policy or any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10. In addition, the Master Servicer shall
deposit any refunds of any Mortgage Insurance Premiums into the Custodial
Account for inclusion in the Group I Available Distribution Amount or Group II
Available Distribution Amount, as applicable, for the following Distribution
Date.
(c) To the extent of a MI Policy Provider Default, if the MI Policy may be
terminated without payment of any further premium for such policy, the Master
Servicer shall use its best efforts to replace such policy with a substitute
policy at a premium rate which is no greater than the premium rate that is
charged under the MI Policy and with coverage for losses in amounts
substantially similar to those under the MI Policy.
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Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage in an amount which is equal to the lesser of
the principal balance owing on such Mortgage Loan (together with the principal
balance of any mortgage loan secured by a lien that is senior to the Mortgage
Loan) or 100% of the insurable value of the improvements; provided, however,
that such coverage may not be less than the minimum amount required to fully
compensate for any loss or damage on a replacement cost basis. To the extent it
may do so without breaching the related Subservicing Agreement, the Master
Servicer shall replace any Subservicer that does not cause such insurance, to
the extent it is available, to be maintained. The Master Servicer shall also
cause to be maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Pursuant to Section 3.07, any amounts collected by the Master Servicer under any
such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so PERMIT.
Such costs shall be recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement a blanket fidelity
bond and an errors and omissions insurance policy covering the Master Servicer's
officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage
shall be at least equal to the coverage that would be required by Xxxxxx Xxx or
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Xxxxxxx Mac, whichever is greater, with respect to the Master Servicer if the
Master Servicer were servicing and administering the Mortgage Loans for Xxxxxx
Xxx or Xxxxxxx Mac. In the event that any such bond or policy ceases to be in
effect, the Master Servicer shall obtain a comparable replacement bond or policy
from an issuer or insurer, as the case may be, meeting the requirements, if any,
of the Program Guide and acceptable to the Depositor. Coverage of the Master
Servicer under a policy or bond obtained by an Affiliate of the Master Servicer
and providing the coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any REMIC created hereunder to fail to qualify as a REMIC under the Code
or the imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Date under the REMIC Provisions. The Master Servicer shall
execute and deliver such documents only if it reasonably determines that (i) its
execution and delivery thereof will not conflict with or violate any terms of
this Agreement or cause the unpaid balance and interest on the Mortgage Loan to
be uncollectible in whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained and (iii) subsequent to
the closing of the transaction involving the assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage lien (or, with
respect to any junior lien, a junior lien of the same priority in relation to
any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage,
(B) such transaction will not adversely affect the coverage under any Required
Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining
term thereof, (D) no material term of the Mortgage Loan (including the interest
rate on the Mortgage Loan) will be altered nor will the term of the Mortgage
Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to
be released from liability on the Mortgage Loan, the buyer/transferee of the
Mortgaged Property would be qualified to assume the Mortgage Loan based on
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generally comparable credit quality and such release will not (based on the
Master Servicer's or Subservicer's good faith determination) adversely affect
the collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed by the Master Servicer. Upon the closing
of the transactions contemplated by such documents, the Master Servicer shall
cause the originals or true and correct copies of the assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer
or such related Subservicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that any REMIC created hereunder would not fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the Startup Date
would be imposed on any REMIC created hereunder as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the
Trustee and Master Servicer shall be entitled to approve an assignment in lieu
of satisfaction with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment provides the
Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified
Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and (iv) that such assignment is at the request of
the borrower under the related Mortgage Loan. Upon approval of an assignment in
lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal balance of and
accrued interest on such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in Full with respect to such Mortgage Loan for
all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. Alternatively, the Master Servicer may take other
actions in respect of a defaulted Mortgage Loan, which may include (i) accepting
a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permitting a short refinancing (a payoff of the
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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 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
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as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property as soon as practicable, giving due consideration to the interests of
the Certificateholders, but in all cases, within three full years after the
taxable year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of each REMIC created hereunder as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund,
request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any REMIC created hereunder to fail to qualify as a
REMIC (for federal (or any applicable State or local) income tax purposes) at
any time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from
the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject any REMIC created hereunder to
the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery (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); 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.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors
is not a United States Person, in connection with any foreclosure or acquisition
of a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
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of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit G, or, in the case
of a Custodian, an electronic request in a form acceptable to the Custodian,
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy
to the Trustee, a certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit G hereto, or, in the case of a Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon the Trustee's receipt of notification from
the Master Servicer of the deposit of the related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and
deliver to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
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
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with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder, shall be
entitled to receive on each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
Mortgage Insurance Premium Rate, if applicable, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related
Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees, late
payment charges, investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master Servicer or the
Subservicer to the extent provided herein, subject to clause (e) below.
Prepayment charges shall be deposited into the Certificate Account and shall be
paid on each Distribution Date to the holders of the related Class SB
Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for
such Distribution Date used to cover Prepayment Interest Shortfalls as provided
in Section 3.16(f) below. Such reduction shall be applied during such period as
follows: first, to any Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii); and second, to any income
or gain realized from any investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master
Servicer shall not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); and (ii) shall not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(c).
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(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the
Mortgage Loans will be covered first, by the Master Servicer, but only to the
extent such Prepayment Interest Shortfalls do not exceed Eligible Master
Servicing Compensation.
(g) With respect to any Distribution Date, Compensating Interest derived from a
particular Loan Group shall be used on such Distribution Date to cover any
Prepayment Interest Shortfalls in such Loan Group and then to cover any
Prepayment Interest Shortfalls on the other Loan Group in the same manner and
priority as Excess Cash Flow would cover such shortfalls pursuant to Section
4.02.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year, beginning with the first March
31 that occurs at least six months after the Cut-off Date or (b) with respect to
any calendar year during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, on or before the date on which the annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and of its performance under the pooling and servicing agreements, including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such officers' knowledge, based on such review, the Master Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations relating to this Agreement in all material
respects throughout such year, or, if there has been material noncompliance with
such servicing standards or a default in the fulfillment in all material
respects of any such obligation relating to this Agreement, such statement shall
include a description of such noncompliance or specify each such default, as the
case may be, known to such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer has complied in all
material respects with the minimum servicing standards set forth in the Uniform
Single Attestation Program for Mortgage Bankers and has fulfilled all of its
material obligations under its Subservicing Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a material default in the fulfillment of such obligations
relating to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, on or before the date on which the
annual report is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the Master Servicer at its expense
shall cause a firm of independent public accountants, which shall be members of
the American Institute of Certified Public Accountants, to furnish a report to
the Depositor and the Trustee stating its opinion that, on the basis of an
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examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may
enforce the obligation of the Master Servicer hereunder and may, but it is not
obligated to, perform or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. Neither the Depositor nor the Trustee shall have the responsibility or
liability for any action or failure to act by the Master Servicer and the
Depositor is not obligated to supervise the performance of the Master Servicer
under this Agreement or otherwise.
Section 3.21. The Mortgage Insurance Co-Trustee.
(a) The Master Servicer and the Trustee hereby appoint the Mortgage
Insurance Co-Trustee to act as co-trustee as permitted under and in accordance
with Section 8.10 of this Agreement. The Mortgage Insurance Co-Trustee hereby
agrees to act as co-trustee of the Trust Fund for purposes of accepting and
holding the MI Policy on behalf of the Trust and to be the named insured under
the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI Policy at its
Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be entitled to
all of the rights, protections and immunities of the Trustee under Article VIII
of this Agreement.
(b) On each Distribution Date, the Trustee shall pay, on behalf of the
Mortgage Insurance Co-Trustee, the premium for the MI Policy out of amounts on
deposit in the Certificate Account. All claims under the MI Policy shall be made
by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee and any
funds received by the Master Servicer with respect to the MI Policy will be
deemed to have been received by the Master Servicer on behalf of the Mortgage
Insurance Co-Trustee. Regardless, any funds received by the Mortgage Insurance
Co-Trustee under the MI Policy shall be remitted to the Trustee within two
Business Days for deposit to the Certificate Account.
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(c) In the event of a MI Policy Provider Default under the MI Policy,
the MI Policy Provider shall be terminated by the Mortgage Insurance Co-Trustee
on behalf of the Trust only if the Mortgage Insurance Co-Trustee is so directed
in writing by the Master Servicer.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any
amount required to be paid pursuant to Section 9.01, (v) an amount equal to the
Mortgage Insurance Premium payable on such Distribution Date and (vi) other
amounts constituting the Group I Available Distribution Amount or Group II
Available Distribution Amount for the immediately succeeding Distribution Date.
(b) On each Distribution Date, prior to making any other distributions referred
to in Section 4.02 herein, the Trustee shall withdraw from the Certificate
Account and pay to the MI Policy Provider, by wire transfer of immediately
available funds, the Mortgage Insurance Premium for such Distribution Date.
(c) The Trustee shall, upon written request from the Master Servicer, invest or
cause the institution maintaining the Certificate Account to invest the funds in
the Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders, 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 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
Available Distribution Amount and Group II Available Distribution
Amount (in each case, to the extent on deposit in the Certificate
Account) for such date to the interests issued in respect of each
REMIC as specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to
REMIC III on account of the REMIC III Regular Interests:
(i) to the extent of the Group I Available Distribution Amounts, first, (A) to
the Holders of REMIC III Regular Interests LTB, in an amount equal to (x)
the Uncertificated Accrued Interest for such Distribution Date, plus (y)
any amounts in respect thereof remaining unpaid from previous Distribution
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Dates and (B) to the Holders of the REMIC III Regular Interests LTB, any
prepayment charges received on the Mortgage Loans during the related
Prepayment Period; and second, to Holders of REMIC III Regular Interest LTA
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from previous Distribution Dates; and
(ii) to the Holders of REMIC III Regular Interests, in an amount equal to the
remainder of the Group I Available Distribution Amount for such
Distribution Date after the distributions made pursuant to clause (i)
above, allocated in the following order of priority:
(A) to the Holders of REMIC III Regular Interest
LTA, until the Uncertificated Principal Balance of REMIC
III Regular Interest LTA is reduced to zero;
(B) to the Holders of REMIC III Regular Interests
LTB sequentially in the order of their numerical
designation, until the Uncertificated Principal Balance of
each successive REMIC III Regular Interest LTB is reduced
to zero; and
(C) any remaining amount to the Holders of the
Class R-III Certificates.
(2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II and REMIC III to
REMIC IV on account of the REMIC IV Regular Interests:
(i) first, (A) to the extent of the Group I Available Distribution Amount and
Group II Available Distribution Amount, to the Holders of REMIC IV Regular
Interests LTA-IO, in an amount equal to (x) their Uncertificated Accrued
Interest for such Distribution Date, plus (y) any amounts in respect
thereof remaining unpaid from previous Distribution Dates and (B) pro rata
to the Holders of the REMIC IV Regular Interests LTA-IO, any prepayment
charges received on the Mortgage Loans during the related Prepayment
Period; and second, (2) to the Holders of REMIC IV Regular Interest LT1,
REMIC IV Regular Interest LT2, REMIC IV Regular Interest LT3, REMIC IV
Regular Interest LT4, REMIC IV Regular Interest LT5, REMIC IV Regular
Interest LT6, REMIC IV Regular Interest LT7 and REMIC IV Regular Interest
LT8, pro rata, in an amount equal to (A) their Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(ii) on each Distribution Date, to the Holders of REMIC IV Regular Interests, in
an amount equal to the remainder of the proceeds relating to the REMIC IV
Regular Interests after the distributions made pursuant to clause (i)
above, allocated as follows (except as provided below):
(A) to the Holders of the REMIC IV Regular Interest
LT2, REMIC IV Regular Interest LT3, REMIC IV Regular
Interest LT4, REMIC IV Regular Interest LT6, REMIC IV
Regular Interest LT7 and REMIC IV Regular Interest LT8,
their respective Principal Distribution Amounts;
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(B) to the Holders of the REMIC IV Regular Interest
LT1 and REMIC IV Regular Interest LT5 their respective
Principal Distribution Amounts;
(C) any remainder to the REMIC IV Regular Interests
LT1 and LT5 until the Uncertificated Principal Balances
thereof have been reduced to zero;
(D) any remainder to the Holders of the REMIC IV
Regular Interest LT2, REMIC IV Regular Interest LT3,
REMIC IV Regular Interest LT4, REMIC IV Regular Interest
LT5, REMIC IV Regular Interest LT6, REMIC IV Regular
Interest LT7 and REMIC IV Regular Interest LT8, pro rata
according to their respective Uncertificated Principal
Balances as reduced by the distributions deemed made
pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero;
and
(E) any remaining amounts to the Holders of the
Class R-IV Certificates.
(3) Notwithstanding the distributions on the REMIC Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Sections 4.02(c) 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, in each
case to the extent of the Group I Available Distribution Amount
on deposit in the Certificate Account (or, with respect to clause
(xvi)(B) below, to the extent of prepayment charges on deposit in
the Certificate Account):
(i) to the Class A-I Certificateholders and the Class M-I
Certificateholders, the related Accrued Certificate Interest
payable on such Certificates with respect to such Distribution
Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, in the following order
of priority:
(1) first, to the Class A-I Certificateholders on a pro rata basis,
based upon the amount of Accrued Certificate Interest due
thereon;
(2) second, to the Class M-I-1 Certificateholders;
(3) third, to the Class M-I-2 Certificateholders; and
(4) fourth, to the Class M-I-3 Certificateholders;
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(ii) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from the amount,
if any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Group I Principal Distribution Amount (other
than the amounts described in clauses (b)(iv) and (v) of the definition
thereof), which amount shall be allocated in the manner and priority set
forth in Section 4.02(e) below, until the aggregate Certificate Principal
Balance of each Class of Class A-I Certificates and Class M-I Certificates
has been reduced to zero;
(iii)to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from the Group I
Excess Cash Flow, an amount equal to the principal portion of Realized
Losses on the Group I Loans during the immediately preceding Due Period,
which amount shall be included in the Group I Principal Distribution Amount
and allocated in the manner and priority set forth in Section 4.02(e) below
until the aggregate Certificate Principal Balance of each Class of Class
A-I Certificates and Class M-I Certificates has been reduced to zero;
(iv) to the Class A-II Certificateholders and Class M-II Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after
the foregoing distributions, an amount equal to the principal portion of
Realized Losses on the Group II Loans during the immediately preceding Due
Period, to the extent not covered by distributions of the Group II Excess
Cash Flow on such Distribution Date, which amount shall be included in the
Group II Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates and
Class M-II Certificates has been reduced to zero;
(v) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from the amount,
if any, of the Group I Excess Cash Flow remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount, which
amount shall be included in the Group I Principal Distribution Amount and
allocated in the manner and priority set forth in Section 4.02(e) below,
until the aggregate Certificate Principal Balance of each Class of Class
A-I Certificates and Class M-I Certificates has been reduced to zero;
(vi) beginning on the Distribution Date in March 2004, to the Class A-II
Certificateholders and Class M-II Certificateholders, from the amount, if
any, of the Group I Excess Cash Flow remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount for such
Distribution Date, to the extent not covered by distributions of the Group
II Excess Cash Flow on such Distribution Date, which amount shall be
included in the Group II Principal Distribution Amount and allocated in the
manner and priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates and
Class M-II Certificates has been reduced to zero;
(vii)to the Class A-I Certificateholders and Class M-I Certificateholders, from
the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date, to
the extent not covered by Compensating Interest on such Distribution Date,
which amount shall be allocated to the Class A-I Certificateholders and
Class M-I Certificateholders on a pro rata basis, based on the amount of
Accrued Certificate Interest thereon for such Distribution Date;
99
(viii) 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 amount of any related
Prepayment Interest Shortfalls with respect to the Group II Loans for that
Distribution Date, to the extent not covered by Compensating Interest and
distributions of the Group II Excess Cash Flow on such Distribution Date,
which amount shall be allocated to the Class A-II Certificateholders and
the Class M-II Certificateholders on a pro rata basis, based on the amount
of Accrued Certificate Interest thereon for such Distribution Date;
(ix) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates, which
amount shall be allocated to the Class A-I Certificateholders and the Class
M-I Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid;
(x) 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 amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates, to the
extent not covered by distributions of the Group II Excess Cash Flow on
such Distribution Date, which amount shall be allocated to the Class A-II
Certificateholders and the Class M-II Certificateholders on a pro rata
basis, based on the amount of Prepayment Interest Shortfalls remaining
unpaid, to the extent not covered by the Group II Excess Cash Flow on such
Distribution Date;
(xi) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after
the foregoing distributions, the amount of any Group I Net WAC Cap
Shortfalls on such Certificates, which amount shall be allocated first, to
the Class A-I Certificateholders on a pro rata basis, based on their
respective Group I Net WAC Cap Shortfalls, and then sequentially, to the
Class M-I-1 Certificateholders, Class M-I-2 Certificateholders and Class
M-I-3 Certificateholders, in that order;
(xii)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 amount of any Group
II Basis Risk Shortfalls on such Certificates to the extent not covered by
distributions of the Group II Excess Cash Flow or the Hedge Payment 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 Group II
Basis Risk Shortfalls, and then sequentially, to the Class M-II-1
Certificateholders, Class M-II-2 Certificateholders and Class M-II-3
Certificateholders, in that order;
(xiii) 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;
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(xiv)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 and Class M-II-3 Certificateholders, in that order;
(xv) to the Depositor, for any amounts advanced with respect to Mortgage
Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of
the Group I Excess Cash Flow remaining after the foregoing distributions;
(xvi)to the Class SB-I Certificates, (A) from the amount, if any, of the Group
I Excess Cash Flow remaining after the foregoing distributions, the sum of
(I) Accrued Certificate Interest thereon, (II) the amount of any Group I
Overcollateralization Reduction Amount for such Distribution Date and (III)
for any Distribution Date after the Certificate Principal Balance of each
Class of Class A Certificates and Class M Certificates has been reduced to
zero, the Group I Overcollateralization Amount, and (B) from prepayment
charges on deposit in the Certificate Account, any prepayment charges
received on the Group I Loans during the related Prepayment Period; and
(xvii) to the Class R-V Certificateholders, the balance, if any, of the
Group I Excess Cash Flow.
(d) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to each Certificateholder of record on the next
preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately
available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed
to such Certificateholder at the address of such Holder appearing
in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based
on the aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such Holder of the
following amounts), in the following order of priority, in each
case to the extent of the Group II Available Distribution Amount
on deposit in the Certificate Account (except, with respect to
clause (i) below, to the extent of the Class A-II Interest
Distribution Amount, with respect to clauses (iii), (xiii) and
(xviii) below, to the extent of the remaining Available
Distribution Amount plus the remaining Hedge Payment or, with
respect to clause (xviii)(B) below, to the extent of prepayment
charges on deposit in the Certificate Account):
(i) to the Class A-II Certificateholders, the Group II REMIC Interest Amount
payable on the Class A-II Certificates with respect to such Distribution
Date, plus any related amounts accrued pursuant to this clause (i) but
remaining unpaid from any prior Distribution Date, on a pro rata basis,
based upon the amount of Group II REMIC Interest Amount due thereon, being
paid from and in reduction of the Group II Available Distribution Amount
for such Distribution Date;
(ii) to the Class M-II Certificateholders, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing
distributions, the Group II REMIC Interest Amount payable on the Class M-II
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Certificates with respect to such Distribution Date, plus any related
amounts accrued pursuant to this clause (ii) but remaining unpaid from any
prior Distribution Date, sequentially, to the Class M-II-1
Certificateholders, Class M-II-2 Certificateholders and Class M-II-3
Certificateholders, in that order, being paid from and in reduction of the
Group II Available Distribution Amount for such Distribution Date;
(iii)to the Class A-II Certificateholders and the Class M-II
Certificateholders, the related Accrued Certificate Interest in excess of
the Group II REMIC Interest Amount, on a pro rata basis, based upon the
amount of the related Accrued Certificate Interest in excess of the Group
II REMIC Interest Amount due thereon, being paid from and in reduction of
the Hedge Payment for such Distribution Date;
(iv) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Available Distribution Amount
remaining after the foregoing distributions, the Group II Principal
Distribution Amount (other than the amounts described in clauses (b)(iv)
and (v) of the definition thereof), which amount shall be allocated in the
manner and priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates and
Class M-II Certificates has been reduced to zero;
(v) to the Class A-II Certificateholders and the 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 allocated in the manner and priority set
forth in Section 4.02(f) below, until the aggregate Certificate Principal
Balance of each Class of Class A-II Certificates and Class M-II
Certificates has been reduced to zero;
(vi) to the Class A-I Certificateholders (other than the Class A-I-IO
Certificateholders) and the Class M-I Certificateholders, from the amount,
if any, of the Group II Excess Cash Flow remaining after the foregoing
distributions, an amount equal to the principal portion of Realized Losses
on the Group I Loans during the immediately preceding Due Period, to the
extent not covered by distributions of the Group I Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group I Principal
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(e) below, until the aggregate Certificate Principal Balance of
each Class of Class A-I Certificates and Class M-I Certificates has been
reduced to zero;
(vii)to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash
Flow remaining after the foregoing distributions, the Group II
Overcollateralization Increase Amount, which amount shall be included in
the Group II Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates and
Class M-II Certificates has been reduced to zero;
(viii) beginning on the Distribution Date in March 2004, to the Class A-I
Certificateholders (other than the Class A-I-IO Certificateholders) and the
Class M-I Certificateholders, from the amount, if any, of the Group II
Excess Cash Flow remaining after the foregoing distributions, the Group I
Overcollateralization Increase Amount for such Distribution Date, to the
extent not covered by distributions of the Group I Excess Cash Flow on such
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Distribution Date, which amount shall be included in the Group I Principal
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(e) below, until the aggregate Certificate Principal Balance of
each Class of Class A-I Certificates and Class M-I Certificates has been
reduced to zero;
(ix) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group II Loans for that Distribution Date,
to the extent not covered by Compensating Interest on such Distribution
Date, which amount shall be allocated to the Class A-II Certificateholders
and the Class M-II Certificateholders on a pro rata basis, based on the
amount of Accrued Certificate Interest thereon for such Distribution Date;
(x) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date, to
the extent not covered by Compensating Interest and distributions of the
Group I Excess Cash Flow on such Distribution Date, which amount shall be
allocated to the Class A-I Certificateholders and Class M-I
Certificateholders on a pro rata basis, based on the amount of Accrued
Certificate Interest thereon for such Distribution Date;
(xi) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates, which
amount shall be allocated to the Class A-II Certificateholders and the
Class M-II Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid;
(xii)to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rates, to the
extent not covered by distributions of the Group I Excess Cash Flow on such
Distribution Date, which amount shall be allocated to the Class A-I
Certificateholders and the Class M-I Certificateholders on a pro rata
basis, based on the amount of Prepayment Interest Shortfalls remaining
unpaid;
(xiii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash
Flow remaining after the foregoing distributions, the amount of any Group
II Basis Risk Shortfalls on such Certificates, which amount shall be
allocated first, to the Class A-II Certificateholders on a pro rata basis,
based on their respective Group II Basis Risk Shortfalls, and then
sequentially, to the Class M-II-1 Certificateholders, Class M-II-2
Certificateholders and Class M-II-3 Certificateholders, in that order, in
each case being paid from and in reduction of first, the Hedge Payment for
such Distribution Date and second, the Group II Available Distribution
Amount for such Distribution Date;
(xiv)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 amount of any Group I Net WAC Cap
Shortfalls on such Certificates, to the extent not covered by distributions
of the Group I Excess Cash Flow on such Distribution Date, which amount
shall be allocated first, to the Class A-I Certificateholders on a pro rata
basis, based on their respective Group I Net WAC Cap Shortfalls, and then
sequentially, to the Class M-I-1 Certificateholders, Class M-I-2
Certificateholders and Class M-I-3 Certificateholders, in that order;
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(xv) 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 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 and Class M-II-3
Certificateholders, in that order;
(xvi)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;
(xvii) to the Depositor, for any amounts advanced with respect to Mortgage
Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of
Group II Excess Cash Flow remaining after the foregoing distributions;
(xviii) to the Class SB-II Certificates, (A) from the amount, if any, of the
Group II Excess Cash Flow remaining after the foregoing distributions, the
sum of (I) Accrued Certificate Interest thereon, (II) the amount of any
Group II Overcollateralization Reduction Amount for such Distribution Date,
(III) the amount of any Hedge Shortfall Amount for such Distribution Date,
(IV) the amount of any Hedge Shortfall Carry-Forward Amount for such
Distribution Date and (V) for any Distribution Date after the Certificate
Principal Balance of each Class of Class A Certificates and Class M
Certificates has been reduced to zero, the Group II Overcollateralization
Amount, (B) from prepayment charges on deposit in the Certificate Account,
any prepayment charges received on the Group II Loans during the related
Prepayment Period and (C) from the Hedge Payment, if any, the amount of
such Hedge Payment remaining after the foregoing distributions; and
(xix)to the Class R-V Certificateholders, the balance, if any, of the Group II
Excess Cash Flow.
(e) The Group I Principal Distribution Amount payable to the Class
A-I Certificateholders and Class M-I Certificateholders shall be
distributed as follows:
(i) first, the Class A-I Principal Distribution Amount shall be
distributed as follows:
(A) first, to the to the Class A-I-6 Certificates, an amount equal to
the Class A-I-6 Lockout Distribution Amount for that Distribution
Date, until the Certificate Principal Balance of the Class A-I-6
Certificates has been reduced to zero; and
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(B) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class
A-I-4, Class A-I-5 and Class A-I-6 Certificates, in that order,
in each case until the Certificate Principal Balance thereof has
been reduced to zero.
(ii) second, the Class M-I-1 Principal Distribution Amount shall be
distributed to the Class M-I-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) third, the Class M-I-2 Principal Distribution Amount shall be
distributed to the Class M-I-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) fourth, the Class M-I-3 Principal Distribution Amount shall be
distributed to the Class M-I-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(f) The Group II Principal Distribution Amount payable to the Class
A-II Certificateholders and the Class M-II Certificateholders
shall be distributed as follows:
(i) first, 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, until the Certificate Principal Balance of
the Class A-II-B Certificates has been reduced to zero; and
(B) second, any remaining Class A-II Principal Distribution Amount
will be distributed to the remaining Class of Class A-II
Certificates, until the Certificate Principal Balance of that
Class of Class A-II Certificates has been reduced to zero.
(ii) second, 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) third, 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;
and
(iv) fourth, 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.
(g) Notwithstanding the foregoing clauses (c), (d), (e) and (f), 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
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payment of current and unreimbursed Prepayment Interest
Shortfalls pursuant to clauses (c)(vii), (viii), (ix) and (x) and
(d)(ix), (x), (xi), and (xii), the Group I Net WAC Cap Shortfalls
pursuant to clauses (c)(xi) and (d)(xiv) and the Group II Basis
Risk Shortfalls pursuant to clauses (c)(xii) and (d)(xiii).
(h) 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.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to
any Class of Certificates will be made on the next Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date
but only upon presentation and surrender of such Certificates at
the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after
the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates
pursuant to Section 9.01(c) do not surrender their Certificates
for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn
from the Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail or
otherwise make available electronically on its website (which may be
obtained by any Certificateholder by telephoning the Trustee at (877)
722-1095) to each Holder and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to
the extent applicable:
(i) (A) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and
(B) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer with respect to the
Group I Loans and Group II Loans pursuant to Section 4.04;
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(v) the number and aggregate Stated Principal balance of the Group I Loans,
the Group II Loans and the Mortgage Loans in the aggregate after giving
effect to the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance or Notional Amount, as
applicable, of each Class of the Certificates, after giving effect to
the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(vii)on the basis of the most recent reports furnished to it by Subservicers,
(A) the number and aggregate principal balances of Group I Loans and Group
II Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or
more days and the number and aggregate principal balance of Group I Loans
and Group II Loans that are in foreclosure, (B) the number and aggregate
principal balances of the Group I Loans, Group II Loans and the Mortgage
Loans in the aggregate that are Reportable Modified Mortgage Loans that are
in foreclosure and are REO Property, indicating in each case capitalized
Mortgage Loans, other Servicing Modifications and totals, and (C) for all
Reportable Modified Mortgage Loans, the number and aggregate principal
balances of the Group I Loans, Group II Loans and the Mortgage Loans in the
aggregate that have been liquidated, the subject of pay-offs and that have
been repurchased by the Master Servicer or Seller;
(viii) the number, aggregate principal balance and book value of any REO
Properties with respect to the Group I Loans and Group II Loans;
(ix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(x) the aggregate amount of Realized Losses with respect to the Group I
Loans and Group II Loans for such Distribution Date and the aggregate
amount of Realized Losses with respect to the Group I Loans and Group II
Loans incurred since the Cut-off Date;
(xi) with respect to the related Due Period, (A) the number of Mortgage Loans
for which a payment was made by the MI Policy Provider under the MI Policy
since the Closing Date and the aggregate amount of any such payments, (B)
the number of Mortgage Loans for which a claim has been presented to the MI
Policy Provider under the MI Policy since the Closing Date and the
aggregate amount of any such outstanding claims, and (C) the number of
Mortgage Loans for which a claim was presented to the MI Policy Provider
under the MI Policy since the Closing Date which claim was denied by the MI
Policy Provider and the aggregate amount of any such denied claims;
(xii) the Pass-Through Rate on each Class of Certificates, the Group I Net WAC
Cap Rate and Group II Net WAC Cap Rate and the Group II Weighted Average
Maximum Net Mortgage Rate;
(xiii) the Group II Basis Risk Shortfalls, the Group I Net WAC Cap Shortfalls,
the Group I Prepayment Interest Shortfalls and the Group II Prepayment
Interest Shortfalls;
(xiv) the Group I Overcollateralization Amount, the Group II
Overcollateralization Amount, the Group I Required Overcollateralization
Amount and the Group II Required Overcollateralization Amount following
such Distribution Date;
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(xv) the number and aggregate principal balance of the Group I Loans and
Group II Loans repurchased under Section 4.07 or 4.08;
(xvi) the aggregate amount of any recoveries with respect to the Group I Loans
and Group II Loans 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 or
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 or Group II
Loans after giving effect to the amounts distributed on such
Distribution Date;
(xix) the amount, if any, required to be paid under the Hedge Agreement for
such Distribution Date and any shortfall in amounts previously required
to be paid under the Hedge Agreement for prior Distribution Dates; and
(xx) the occurrence of the Group I Stepdown Date and the Group II Stepdown
Date;
(xxi) the amount, if any, required to be paid under any Derivative Contract
entered into pursuant to Section 4.11 hereof; and
(xxii) the aggregate amount of Realized Losses since the Cut-off Date for the
Group I Loans and the Group II Loans.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit U to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, upon the Trustee's receipt thereof, to each
Person who at any time during the calendar year was the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer and Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer and Trustee pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
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substantially comparable information shall be provided by the Master Servicer
and forwarded by the Trustee pursuant to any requirements of the Code.
(d) As soon as reasonably practicable, upon the written request of any Class SB
Certificate or Class R Certificateholder, the Master Servicer shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the
Trust Fund, sign and cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. In connection with the preparation and
filing of such periodic reports, the Trustee shall timely provide to the Master
Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal
process and any other documents relating to any claims, charges or complaints
involving the Trustee, as trustee hereunder, or the Trust Fund that are received
by the Trustee, (III) notice of all matters that, to the actual knowledge of a
Responsible Officer of the Trustee, have been submitted to a vote of the
Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Master
Servicer, and (IV) notice of any failure of the Trustee to make any distribution
to the Certificateholders as required pursuant to this Agreement. Neither the
Master Servicer nor the Trustee shall have any liability with respect to the
Master Servicer's failure to properly prepare or file such periodic reports
resulting from or relating to the Master Servicer's inability or failure to
obtain any information not resulting from the Master Servicer's own negligence
or willful misconduct. Any Form 10-K filed with the Commission in connection
with this clause (e) shall include a certification, signed by the senior officer
in charge of the servicing functions of the Master Servicer, in the form
attached as Exhibit T-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. This Section 4.03(e) may be amended in accordance with this
Agreement without the consent of the Certificateholders. In connection with the
Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit T-2.
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement (which
may be in a mutually agreeable electronic format) to the Trustee, any Paying
Agent and the Depositor (the information in such statement to be made available
to Certificateholders by the Master Servicer on request) (provided that the
Master Servicer will use its best efforts to deliver such written statement not
later than 12:00 p.m. New York time on the second Business Day prior to the
Distribution Date) setting forth (i) the Group I Available Distribution Amount
and Group II Available Distribution Amount, (ii) the amounts required to be
withdrawn from the Custodial Account and deposited into the Certificate Account
on the immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the Mortgage Insurance Premium for such
Distribution Date, (iv) the amounts required to be withdrawn from the Mortgage
Insurance Premium Taxes Reserve Fund pursuant to Section 4.09, (v) the amount of
Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls and Group II
Basis Risk Shortfalls, (vi) the Hedge Payment, if any, for such Distribution
Date, and (vii) the amount, if any, payable to the Trustee by a Derivative
Counterparty. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
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(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 plus the applicable Mortgage Insurance
Premium Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or Relief Act Shortfalls, on the Outstanding Mortgage Loans
as of the related Due Date in the related Due Period, which Monthly Payments
were due during the related Due Period and not received as of the close of
business as of the related Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance 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 assumed
Monthly Payment (with each interest portion thereof adjusted to a per annum rate
equal to the Net Mortgage Rate plus the applicable Mortgage Insurance Premium
Rate) that would have been due on the related Due Date based on the original
amortization schedule for such Balloon Loan until such Balloon Loan is finally
liquidated, over any payments of interest or principal (with each interest
portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate plus
the applicable Mortgage Insurance Premium 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 remit to the Trustee for deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution in discharge
of any such Advance, or (iii) make advances in the form of any combination of
clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the
Amount Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York
time on any future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the Custodial Account
for deposit in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders required to be made on the
following Distribution Date. The Master Servicer shall be entitled to use any
Advance made by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution Date as part
of the Advance made by the Master Servicer pursuant to this Section 4.04. The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Depositor and the Trustee. In the event that the Master Servicer determines
as of the Business Day preceding any Certificate Account Deposit Date that it
will be unable to deposit in the Certificate Account an amount equal to the
Advance required to be made for the immediately succeeding Distribution Date, it
shall give notice to the Trustee of its inability to advance (such notice may be
given by telecopy), not later than 3:00 P.M., New York time, on such Business
Day, specifying the portion of such amount that it will be unable to deposit.
Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date
the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account such portion of
the amount of the Advance as to which the Master Servicer shall have given
notice pursuant to the preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date. The Trustee shall deposit all funds it
receives pursuant to this Section 4.04 into the Certificate Account.
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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.
(i) All Realized Losses on the Group I Loans shall be allocated as follows:
(1) first, to Excess Cash Flow in the amounts and priority as provided in
Section 4.02;
(2) second, in reduction of the Group I Overcollateralization Amount, until
such amount has been reduced to zero; and
(3) third, on any Distribution Date on which, and to the extent that, the
aggregate Certificate Principal Balance of the Class A Certificates and
Class M Certificates exceeds the aggregate Stated Principal Balance of the
Mortgage Loans after application of all payments to be made on such
Distribution Date pursuant to Section 4.02, to the Class M-I Certificates
and Class A-I Certificates in the following order:
(A) first, to the Class M-I-3 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
(B) second, to the Class M-I-2 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
(C) third, to the Class M-I-1 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
and
(D) fourth, to the Class A-I Certificates on a
pro rata basis, based on their then
outstanding Certificate Principal Balances
prior to giving effect to distributions to
be made on such Distribution Date, until the
aggregate Certificate Principal Balance of
each such Class has been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated as follows:
(1) first, to Excess Cash Flow as provided in Section 4.02;
(2) second, in reduction of the Group II Overcollateralization Amount, until
such amount has been reduced to zero; and
(3) third, on any Distribution Date on which, and to the extent that, the
aggregate Certificate Principal Balance of the Class A Certificates and
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Class M Certificates exceeds the aggregate Stated Principal Balance of the
Mortgage Loans after application of all payments to be made on such
Distribution Date pursuant to Section 4.02, to the Class M-II Certificates
and Class A-II Certificates in the following order:
(A) first, to the Class M-II-3 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
(B) second, to the Class M-II-2 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
(C) third, to the Class M-II-1 Certificates,
until the aggregate Certificate Principal
Balance thereof has been reduced to zero;
and
(D) fourth, to the Class A-II-A Certificates,
Realized Losses on the Group II-A Loans and
to the Class A-II-B Certificates, Realized
Losses on the Group II-B Loans, in each case
until the aggregate Certificate Principal
Balance of each such Class has been reduced
to zero.
(b) If a Loan Group is undercollateralized due to the application of
Section 4.05(a)(i)(3) or (a)(ii)(3) above and the aggregate Certificate
Principal Balance of the Class A Certificates and Class M Certificates exceeds
the aggregate Stated Principal Balance of the Mortgage Loans after application
of all payments to be made on such Distribution Date pursuant to Section 4.02,
the Certificate Principal Balance of the Outstanding Class of Class A
Certificates and Class M Certificates with the lowest priority in that
undercollateralized Loan Group will be reduced to the extent necessary to make
the aggregate Certificate Principal Balance of the Class A Certificates and
Class M Certificates equal to the aggregate Stated Principal Balance of the
Mortgage Loans.
(c) Any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to the Class A Certificates (other than the Class
A-I-IO Certificates) or Class M Certificates shall be made by reducing the
Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date; provided,
that no such reduction shall reduce the aggregate Certificate Principal Balance
of the Certificates below the aggregate Stated Principal Balance of the Mortgage
Loans. Allocations of the interest portions of Realized Losses (other than any
interest rate reduction resulting from a Servicing Modification) shall be made
by operation of the definition of "Accrued Certificate Interest" for each Class
for such Distribution Date. Allocations of the interest portion of a Realized
Loss resulting from an interest rate reduction in connection with a Servicing
Modification shall be made by operation of the priority of payment provisions of
Section 4.02(c) and (d). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the priority of payment provisions of
Section 4.02(c) 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.
(d) All Realized Losses on the Group I Loans shall be allocated on each
Distribution Date to the REMIC I Regular Interests, REMIC III Regular Interests
and REMIC IV Regular Interests as provided in the definitions of REMIC I
Realized Losses, REMIC III Realized Losses and REMIC IV Realized Losses.
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(e) All Realized Losses on the Group II Loans shall be allocated on each
Distribution Date to the REMIC II Regular Interests and REMIC IV Regular
Interests as provided in the definitions of REMIC II Realized Losses and REMIC
IV Realized Losses.
(f) Realized Losses allocated to the Group I Excess Cash Flow, Group II
Excess Cash Flow, Group I Overcollateralization Amount or the Group II
Overcollateralization Amount pursuant to paragraphs (a) or (b) of this section,
the definition of Accrued Certificate Interest and the operation of Section
4.02(c) and (d) shall be deemed allocated to the Class SB Certificates. Realized
Losses allocated to the Class SB Certificates shall, to the extent such Realized
Losses represent Realized Losses on an interest portion, be allocated to the
REMIC V Regular Interest SB-IO. Realized Losses allocated to the Excess Cash
Flow pursuant to paragraph (a) shall be deemed to reduce Accrued Certificate
Interest on the REMIC V Regular Interest SB-IO. Realized Losses allocated to the
Overcollateralization Amount pursuant to paragraph (a) shall be deemed first to
reduce the principal balance of the REMIC V Regular Interest SB-PO until such
principal balance shall have been reduced to zero and thereafter to reduce
accrued and unpaid interest on the REMIC V Regular Interest SB-IO.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
(a) With respect to any Mortgage Loan which is delinquent in payment by 90 days
or more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trustee at the Purchase Price therefor; provided, that such Mortgage
Loan is 90 days or more delinquent at the time of repurchase.
(b) If at any time the Master Servicer makes a payment to the Certificate
Account covering the amount of the Purchase Price for such a Mortgage Loan as
provided in clause (a) above, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the option at any time to
purchase any of the 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
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such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Limited
Repurchase Right Holder will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Any tax on "prohibited transactions"
(as defined in Section 860F(a)(2) of the Code) imposed on any REMIC resulting
from the exercise of the optional repurchase in this Section 4.08 shall in no
event be payable by the Trustee.
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its name,
in trust for the benefit of Residential Funding, the Mortgage Insurance Premium
Taxes Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit
into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage Insurance
Premium Taxes Reserve Fund Deposit to the extent received by the Trustee from
the Depositor. No later than two business days prior to each Distribution Date,
the Master Servicer shall notify the Trustee and, consistent with directions the
Master Servicer provides the Trustee for the Distribution Date, to the extent
required, the Trustee shall make withdrawals from the Mortgage Insurance Premium
Taxes Reserve Fund and use the amounts in the Mortgage Insurance Premium Taxes
Reserve Fund solely to pay to the MI Policy Provider any taxes then due and
owing on such Distribution Date in connection with any Premium paid under the MI
Policy related to Mortgage Loans in the States of Kentucky or West Virginia.
Upon receipt of notice by the Trustee from the Master Servicer of a notification
that the MI Policy no longer covers any Mortgage Loans in the State of Kentucky
or West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium
Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them
to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right.
(b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an Eligible
Account. Amounts held in the Mortgage Insurance Premium Taxes Reserve Fund from
time to time shall continue to constitute assets of the Trust Fund, but not of
the REMICs, until released from the Mortgage Insurance Premium Taxes Reserve
Fund pursuant to this Section 4.09. The Mortgage Insurance Premium Taxes Reserve
Fund constitutes an "outside reserve fund" within the meaning of Treasury
Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Residential Funding
shall be the owner of the Mortgage Insurance Premium Taxes Reserve Fund,
including the income from investment thereof. The Trustee shall keep records
that accurately reflect the amounts on deposit in the Mortgage Insurance Premium
Taxes Reserve Fund. The Trustee shall, at the direction of the Master Servicer,
invest amounts on deposit in the Mortgage Insurance Premium Taxes Reserve Fund
in Permitted Investments. In the absence of written direction to the Trustee
from the Master Servicer, all funds in the Mortgage Insurance Premium Taxes
Reserve Fund shall remain uninvested.
(c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall be
Residential Funding. Residential Funding, as the owner of the Mortgage Insurance
Premium Taxes Reserve Fund, also shall own the Mortgage Insurance Premium Taxes
Reserve Fund Residual Right.
Section 4.10. Hedge Agreement.
(a) In the event that the Trustee does not receive by the Business Day preceding
a Distribution Date the amount as specified by the Master Servicer pursuant to
Section 4.04(a)(vi) hereof as the amount to be paid with respect to such
Distribution Date by the Hedge Counterparty under the Hedge Agreement, the
Trustee shall enforce the obligation of the Hedge Counterparty thereunder. The
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parties hereto acknowledge that the Hedge Counterparty shall be making all
calculations, and determine the amounts to be paid, under the Hedge Agreement.
Absent manifest error, the Trustee may conclusively rely on such calculations
and determination and any notice received by it from the Master Servicer
pursuant to Section 4.04(a)(vi) hereof.
(b) The Trustee shall deposit or cause to be deposited any amount received under
the Hedge Agreement into the Certificate Account on the date such amount is
received from the Hedge Counterparty under the Hedge Agreement (including
termination payments, if any). All payments received under the Hedge Agreement
shall be distributed in accordance with the priorities set forth in Section
4.02(d) hereof.
(c) In the event that the Hedge Agreement, or any replacement thereof,
terminates prior to the Payment Date in July 2005, the Master Servicer, but at
no expense to the Master Servicer, on behalf of the Trustee, to the extent that
the termination value under such Hedge Agreement is sufficient therefor and only
to the extent of the termination payment received from the Hedge Counterparty,
shall (i) cause a new hedge counterparty to assume the obligations of such
terminated hedge counterparty or (ii) cause a new hedge counterparty to enter
into a new interest rate hedge agreement with the Trust Fund having
substantially similar terms as those set forth in the terminated hedge
agreement.
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 (x) U.S. Department of Labor
Prohibited Transaction Exemption ("PTE") 94-29, as amended, 67 Fed. Reg. 54487
(Aug. 22, 2002), to the Holders of the Class A Certificates and Class M
Certificates, or (y) Sections I and III of PTE 95-60 to the Holders of the Class
M Certificates, in either case as of the date the Derivative Contract is
acquired by the Trustee; or (ii) the consent of each holder of a Class A
Certificate and Class M 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 Fund 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 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 Certificates and
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shall include an express consent to the Derivative Counterparty to such
assignment, (iii) provide that in the event of the occurrence of an Event of
Default, such Derivative Contract shall terminate upon the direction of a
majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the
Derivative Counterparty from "setting-off or "netting" other obligations of 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 Certificates, Class M Certificates, Class SB Certificates and
Class R Certificates shall be substantially in the forms set forth in Exhibits
A, B, C and D, respectively, and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the Depositor upon receipt by the Trustee or
one or more Custodians of the documents specified in Section 2.01. The Class A,
Class M-I-1 and Class M-II-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class M-I-2, Class M-II-2, Class M-I-3 and Class M-II-3 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1 in excess thereof. The 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 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.
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
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deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date. If (i)(A) the Depositor advises
the Trustee in writing that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository and (B) the Depositor is
unable to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article
8 of the Uniform Commercial Code as in effect in the State of New York and any
other applicable jurisdiction, to the extent that any of such laws may be
applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section
8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is initially appointed
Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer
with a certified list of Certificateholders as of each Record Date prior
to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class SB Certificate or Class R
Certificate, upon satisfaction of the conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one
or more new Certificates of a like Class and aggregate Percentage
Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such Class
which the Certificateholder making the exchange is entitled to receive.
Every Certificate presented or surrendered for transfer or exchange shall
(if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in
writing.
(d) No transfer, sale, pledge or other disposition of a Class SB Certificate
or Class R Certificate shall be made unless such transfer, sale, pledge
or other disposition is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and any applicable
state securities laws or is made in accordance with said Act and laws.
Except as otherwise provided in this Section 5.02(d), in the event that a
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transfer of a Class SB Certificate or Class R Certificate is to be made,
(i) unless the Depositor directs the Trustee otherwise, the Trustee shall
require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master
Servicer, and (ii) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit I hereto, and
the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit J hereto, each acceptable to
and in form and substance satisfactory to the Depositor and the Trustee
certifying to the Depositor and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the
Trustee, the Trust Fund, the Depositor or the Master Servicer. In lieu of
the requirements set forth in the preceding sentence, transfers of Class
SB Certificates or Class R Certificates may be made in accordance with
this Section 5.02(d) if the prospective transferee of such a Certificate
provides the Trustee and the Master Servicer with an investment letter
substantially in the form of Exhibit N attached hereto, which investment
letter shall not be an expense of the Trustee, the Depositor, or the
Master Servicer, and which investment letter states that, among other
things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of
other "qualified institutional buyers" as defined under Rule 144A, and
(ii) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class SB Certificate or Class R Certificate
desiring to effect any transfer, sale, pledge or other disposition shall,
and does hereby agree to, indemnify the Trustee, the Depositor, the
Master Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale, pledge or other disposition is not so
exempt or is not made in accordance with such federal and state laws and
this Agreement.
(e) (i) In the case of any Class SB Certificate or Class R Certificate
presented for registration in the name of any Person, either (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 SB
Certificate or Class R Certificate is permissible under applicable law,
will not constitute or result in any non-exempt prohibited transaction
under Section 406 of ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee,
the Depositor , the Master Servicer or the Trust Fund to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Depositor,
the Master Servicer or the Trust Fund or (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 SB Certificate) or in paragraph fourteen of Exhibit H-1
(with respect to a Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as
the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested is
not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an insurance company investing its general accounts, an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition.
(ii) Any Transferee of a Class M Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate
(or interest therein) that either (a) such Transferee is not an employee
benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including
an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any such plan) who is using
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"plan assets" of any such plan to effect such acquisition (a "Plan
Investor"), (b) it has acquired and is holding such Certificate in
reliance on U.S. Department of Labor Prohibited Transaction Exemption
("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as amended by PTE
97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg.
67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22,
2002) (the "RFC Exemption"), and that it understands that there are
certain conditions to the availability of the RFC Exemption including
that such Certificate must be rated, at the time of purchase, not lower
than "BBB-" (or its equivalent) by Fitch, Standard & Poor's or Xxxxx'x or
(c) (x) such Transferee is an insurance company, (y) the source of funds
used to purchase or hold such Certificate (or interest therein) is an
"insurance company general account" (as defined in U.S. Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (z) the
conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (c), a "Complying
Insurance Company").
(iii) If any Class M Certificate (or any interest therein) is
acquired or held by any Person that does not satisfy the conditions
described in paragraph (ii) above, then the last preceding Transferee
that either (x) is not a Plan Investor, (y) acquired such Certificate in
compliance with the RFC Exemption or (z) is a Complying Insurance Company
shall be restored, to the extent permitted by law, to all rights and
obligations as Certificate Owner thereof retroactive to the date of such
Transfer of such Class M 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 Company, the Trustee, the Master Service, any
Subservicer, any underwriter and the Trust Fund from and against any and
all liabilities, claims, costs or expenses incurred by such parties as a
result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change
in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any
Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in
the form attached hereto as Exhibit H-1) from the proposed Transferee,
in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership Interest
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in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit H-2, from the
Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a Class
R Certificate and (y) not to transfer its Ownership Interest
unless it provides a certificate to the Trustee in the form
attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in
such Certificate, agrees to give the Trustee written notice
that it is a "pass-through interest holder" within the meaning
of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in
a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as
Exhibit H-2 and all of such other documents as shall have been
reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to
Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(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
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permitted by law, to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any registration of
Transfer of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder thereof
or for taking any other action with respect to such holder under the provisions
of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f) and to the
extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all
information necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons
as described in Treasury Regulations Sections 1.860D-1(b)(5)
and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for
providing such information may be required by the Master
Servicer from such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (v)
may be modified, added to or eliminated, provided that there shall have
been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current ratings, if any, of the
Class A Certificates or Class M Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance satisfactory to the
Master Servicer, to the effect that such modification, addition to or
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absence of such provisions will not cause any REMIC created hereunder to
cease to qualify as a REMIC and will not cause (x) any REMIC created
hereunder to be subject to an entity-level tax caused by the Transfer of
any Class R Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(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).
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
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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 Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates and Class M Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and 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.
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Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and
Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable LAW. Any such determination 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
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b)
that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
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If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights by notice in writing to the Master Servicer (and to the
Depositor), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder; provided, however, that
a successor to the Master Servicer is appointed pursuant to Section 7.02 and
such successor Master Servicer shall have accepted the duties of Master Servicer
effective upon the resignation of the Master Servicer. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Depositor, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination. Notwithstanding any termination of the
activities of Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late collection of
a Monthly Payment on a Mortgage Loan which was due prior to the notice
terminating Residential Funding's rights and obligations as Master Servicer
hereunder and received after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and
(vii) as well as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which arose prior to
the termination of its activities hereunder. Upon the termination of Residential
Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee,
as successor Master Servicer, a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Depositor and with the Depositor's consent (which shall
not be unreasonably withheld) a designee (which meets the standards set forth
below) of the Trustee, shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on 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
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set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder as successor Master
Servicer. As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to all funds relating to the Mortgage Loans which the Master
Servicer would have been entitled to charge to the Custodial Account or the
Certificate Account if the Master Servicer had continued to act hereunder and,
in addition, shall be entitled to the income from any Permitted Investments made
with amounts attributable to the Mortgage Loans held in the Custodial Account or
the Certificate Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, which is also a
Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing institution, having a net
worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Depositor, the Trustee, the Custodian and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this Section 7.02 will be lowered with respect to
those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of
less than 0.50% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.50% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master Servicer
hereunder, either (i) the successor Master Servicer, including the Trustee if
the Trustee is acting as successor Master Servicer, shall represent and warrant
that it is a member of MERS in good standing and shall agree to comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing to
the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Master SERVICER.
The predecessor Master Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Master Servicer
shall bear any and all fees of MERS, 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
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.
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Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which
has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to
the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether
they conform to the requirements of this Agreement. The Trustee shall
notify the Certificateholders of any such documents which do not
materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents. The Trustee shall forward or cause to be forwarded
in a timely fashion the notices, reports and statements required to be
forwarded by the Trustee pursuant to Sections 4.03, 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
REMIC created hereunder as a REMIC under the REMIC Provisions and to
(subject to Section 10.01(f)) prevent the imposition of any federal,
state or local income, prohibited transaction, contribution or other tax
on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing
or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee by the Depositor or the Master
Servicer and which on their face, do not contradict the requirements
of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Certificateholders holding Certificates which
evidence, Percentage Interests aggregating not less than 25% of the
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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, Officer's Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
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(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if
the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents
or attorneys provided that the Trustee shall remain liable for any
acts of such agents or attorneys; and
(vii)To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided for
in Section 2.04), the Trustee shall not accept any contribution of
assets to the Trust Fund unless (subject to Section 10.01(f)) it shall
have obtained or been furnished with an Opinion of Counsel to the effect
that such contribution will not (i) cause any REMIC created hereunder to
fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a)
of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
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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.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or
in connection with, the acceptance and administration of the Trust Fund,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the
Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Master Servicer in preparing such
defense; and
(iii)notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably WITHHELD. No termination of
this Agreement shall affect the obligations created by this Section
8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein. Notwithstanding the
foregoing, the indemnification provided by the Master Servicer in this
Section 8.05(b) shall not pertain to any loss, liability or expense of
the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by
the Trustee at the direction of Certificateholders pursuant to the
terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
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such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor, the Master Servicer.
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.
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Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and statements held
by it hereunder (other than any Mortgage Files at the time held by a Custodian,
which shall become the agent of any successor trustee hereunder), and the
Depositor, the Master Servicer and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this
Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
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
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continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such separate trustee or co-trustee jointly,
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000 for the purpose of keeping the Certificate Register.
The Trustee will maintain an office at the address stated in Section 11.05(c)
hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities
of the Depositor, the Master Servicer and the Trustee created hereby in
respect of the Certificates (other than the obligation of the Trustee to
make certain payments after the Final Distribution Date to
Certificateholders and the obligation of the Depositor to send certain
notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance
with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and all
property acquired in respect of any Group I Loan remaining in the
Trust Fund (other than the Trust Fund's interest in the MI Policy) and
the purchase by the Master Servicer of all Group II Loans and all
property acquired in respect of any Group II Loan remaining in the
Trust Fund (other than the Trust Fund's interest in the MI Policy), in
each case, at a price equal to 100% of the unpaid principal balance of
each Mortgage Loan (or, if less than such unpaid principal balance,
the fair market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title has
been acquired if such fair market value is less than such unpaid
principal balance) (net of any unreimbursed Advances attributable to
principal) on the day of repurchase, plus accrued interest thereon at
the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
any Modified Mortgage Loan), plus the applicable Mortgage Insurance
Premium Rate, if any, 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;
and provided further, that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to
avoid disqualification of any REMIC created hereunder as a REMIC. The
purchase price paid by the Master Servicer pursuant to this Section
9.01(a)(ii) 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 (xlviii) of Section 4 of the Assignment Agreement that remain
unpaid on the date of such purchase.
The right of the Master Servicer to purchase all of the Group I Loans
pursuant to clause (ii) above is conditioned upon the date of such purchase
occurring on or after the Group I Optional Termination Date. The right of the
Master Servicer to purchase all of 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.
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In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates and Class M-I Certificates in
whole, but not in part, at a price equal to the sum of the outstanding
Certificate Principal Balance of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto and, in the case of Prepayment Interest Shortfalls, accrued interest
thereon at the applicable Pass-Through Rate. On any Distribution Date on or
after the Group II Optional Termination Date, 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 sum of the
outstanding Certificate Principal Balance of such Certificates plus the sum of
one month's Accrued Certificate Interest thereon, any previously unpaid Accrued
Certificate Interest, and any unpaid Prepayment Interest Shortfall previously
allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate. 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 related Loan Group or otherwise) or on which
the Master Servicer anticipates that the Certificates will be purchased
(as a result of the exercise by the Master Servicer to purchase the
outstanding Certificates). Notice of any termination, specifying the
anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation or notice
of any purchase of the outstanding Certificates, specifying the
Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of
the related Loan Group or to purchase the related outstanding
Certificates), or by the Trustee (in any other case) by letter to the
Certificateholders (with a copy to the Certificate Registrar) mailed not
earlier than the 15th day and not later than the 25th day of the month
next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and surrender
of Certificates at the office or agency of the Trustee therein
designated where required pursuant to this Agreement or, in the case of
the purchase by the Master Servicer of the outstanding Certificates, the
Distribution Date on which such purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of
the outstanding Certificates, the purchase price, in either case, if
known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, and that payment will be made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as required above, it shall give such notice to the Certificate Registrar at the
time such notice is given to Certificateholders. In the event such notice is
given by the Master Servicer, the Master Servicer shall deposit in the
Certificate Account before the Final Distribution Date in immediately available
funds an amount equal to the purchase price for the assets of the related Loan
Group computed as above provided. As a result of the exercise by the Master
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Servicer of its right to purchase the outstanding Certificates, the Master
Servicer shall deposit in an Eligible Account, established by the Master
Servicer on behalf of the Trustee and separate from the Certificate Account, in
the name of the Trustee in trust for the registered holders of the Certificates,
before the Distribution Date on which such purchase is to occur, in immediately
available funds, an amount equal to the purchase price for the Certificates
computed as provided above, and provide notice of such Deposit to the Trustee.
The Trustee shall withdraw from such account the amount specified in subsection
(c) below and distribute such amount to the Certificateholders as specified in
subsection (c) below. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Class A-I Certificates and Class M-I
Certificates by the Certificateholders thereof, the Trustee shall distribute to
such Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's election to
repurchase the Group I Loans or the outstanding Class A-I Certificates and Class
M-I Certificates, or (ii) if the Master Servicer elected to so repurchase the
Group I Loans or the outstanding Class A-I Certificates and Class M-I
Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as
follows: first, with respect to the Class A-I Certificates, pari passu, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at
the applicable Pass-Through Rate, second, with respect to the Class M-I-1
Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any previously unpaid Accrued Certificate Interest, any unpaid Prepayment
Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate, third, with respect to the
Class M-I-2 Certificates, the outstanding Certificate Principal Balance thereof,
plus Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest, any unpaid
Prepayment Interest Shortfalls and, and, in the case of Prepayment Interest
Shortfalls, accrued interest thereon at the applicable Pass-Through Rate,
fourth, with respect to the Class M-I-3 Certificates, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate, and fifth, to the Class SB-I Certificates. Upon presentation
and surrender of the Class A-II Certificates and Class M-II Certificates by the
Certificateholders thereof, the Trustee shall distribute to such
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's election to repurchase the
Group II Loans or the outstanding Class A-II Certificates and Class M-II
Certificates, or (ii) if the Master Servicer elected to so repurchase the Group
II Loans or the outstanding Class A-II Certificates and Class M-II Certificates,
an amount equal to the price paid pursuant to Section 9.01(a) as follows: first,
with respect to the Class A-II Certificates, pari passu, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate, second, with respect to the Class M-II-1 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at
the applicable Pass-Through Rate, third, with respect to the Class M-II-2
Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any previously unpaid Accrued Certificate Interest, any unpaid Prepayment
Interest Shortfalls and, and, in the case of Prepayment Interest Shortfalls,
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accrued interest thereon at the applicable Pass-Through Rate, fourth, with
respect to the Class M-II-3 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment
Interest Shortfalls, accrued interest thereon at the applicable Pass-Through
Rate, and fifth, to the Class SB-II Certificates.
(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 related Loan Group), or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer all amounts distributable to the holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the Certificateholders shall
look only to the Master Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase of the outstanding Certificates is to
be made, the Trustee shall on such date cause all funds in the Eligible Account
established by the Master Servicer deposited therein by the Master Servicer
pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and shall have
no further obligation or liability therefor and the Master Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 9.01 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer shall
be for all purposes the Holder thereof as of such date.
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Section 9.02. Additional Termination Requirements.
(a) (a) Each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V as the
case may be, shall be terminated in accordance with the following
additional requirements, unless the Trustee and the Master Servicer have
received an Opinion of Counsel (which Opinion of Counsel shall not be an
expense of the Trustee) to the effect that the failure of any REMIC
created hereunder to comply with the requirements of this Section 9.02
will not (i) result in the imposition on the Trust Fund of taxes on
"prohibited transactions," as described in Section 860F of the Code, or
(ii) cause any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding:
(i) (i) The Master Servicer shall establish a 90-day liquidation period for
each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V, and specify
the first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations ss.1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for each of REMIC I, REMIC II, REMIC III, REMIC IV
and REMIC V, under Section 860F of the Code and the regulations
thereunder;;
(ii) The Master Servicer shall notify the Trustee at the commencement of such
90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase the assets of
the Trust Fund, the Master Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date, purchase all of
the assets of the Trust Fund for cash;
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves
and appoints the Master Servicer as its attorney-in-fact to adopt a plan
of complete liquidation for each of REMIC I, REMIC II, REMIC III, REMIC
IV and REMIC V at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
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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, REMIC IV and REMIC V as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole Class of "residual interests" in
REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" 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 REMIC IV
Regular Interests shall be designated as the "regular interests" and the Class
R-IV Certificates shall be designated as the sole Class of "residual interests"
in REMIC IV. The Class A-I, Class A-II, Class M-I, Class M-II and Class SB
Certificates shall be designated as the "regular interests" in REMIC V and the
Class R-V Certificates shall be designated the sole Class of "residual
interests" in REMIC V. The REMIC Administrator and the Trustee shall not permit
the creation of any "interests" (within the meaning of Section 860G of the Code)
in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC
I, REMIC II, REMIC III, REMIC IV and REMIC V within the meaning of Section
860G(a)(9) of the Code (the "Startup Date").
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC
representing a 0.01% Percentage Interest of the Class R Certificates in each
REMIC and shall be designated as the "tax matters person" with respect to each
of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V in the manner provided
under Treasury regulations Section 1.860F-4(d) and Treasury regulations Section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V in
relation to any tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall
be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10
unless such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation not to exceed $3,000 per year by any successor
Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to the REMICs created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or OMISSIONS. The Trustee
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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 REMIC created hereunder as a
REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Master
Servicer or the REMIC Administrator, as applicable, has received an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust Fund created hereunder, endanger such status or,
unless the Master Servicer or the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action or inaction,
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as the case may be. In addition, prior to taking any action with respect to the
Trust Fund or its assets, or causing the Trust Fund to take any action, which is
not expressly permitted under the terms of this Agreement, the Trustee will
consult with the Master Servicer or the REMIC Administrator, as applicable, or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee
shall not take any such action or cause the Trust Fund to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of any REMIC as defined in Section 860G(c) of
the Code, on any contributions to any REMIC after the Startup Date therefor
pursuant to Section 860G(d) of the Code, or any other tax imposed by the Code or
any applicable provisions of state or local tax laws, such tax shall be charged
(i) to the Master Servicer, if such tax arises out of or results from a breach
by the Master Servicer of any of its obligations under this Agreement or the
Master Servicer in its role as Master Servicer or REMIC Administrator has in its
sole discretion determined to indemnify the Trust Fund against such tax, (ii) to
the Trustee, if such tax arises out of or results from a breach by the Trustee
of any of its obligations under this Article X, or (iii) otherwise against
amounts on deposit in the Custodial Account as provided by Section 3.10 and on
the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to any REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in any REMIC will not cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject any such REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which any REMIC created hereunder will
receive a fee or other compensation for services nor permit any REMIC created
hereunder to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the principal balance
of each regular interest in each REMIC would be reduced to zero is September 25,
2033, which is the Distribution Date in the month following the last scheduled
payment on any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the Trust Fund.
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(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 any REMIC created hereunder as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause any REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions. The Trustee shall treat the Mortgage Insurance Premium Taxes Reserve
Fund as an outside reserve fund within the meaning of Treasury Regulation
1.860G-2(h).
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(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, the REMIC Administrator or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
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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
any REMIC created hereunder as a REMIC 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
(subject to Section 10.01(f)), as evidenced by an Opinion of Counsel
(at the expense of the party seeking so to modify, eliminate or add
such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not
be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder and is authorized or permitted under Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the Trustee and the
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Holders of Certificates evidencing in the aggregate not less than 66% of
the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment
shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause
(i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party
seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Depositor or
the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate
is outstanding; provided, that if the indemnity described in Section
10.01(f) with respect to any taxes that might be imposed on the Trust
Fund has been given, the Trustee shall not require the delivery to it of
the Opinion of Counsel described in this Section 11.01(c). The Trustee
may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities and this
Agreement or otherwise; provided, however, such consent shall not be
unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for
the purpose of protecting the Holders of the Class R Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class R Certificateholders, but shall not be and shall not be deemed to
be under any circumstances included in the REMIC. To the extent that any
such instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve fund so established shall be an outside
reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the
REMIC to any such reserve fund shall be treated as amounts distributed
by the REMIC to the Depositor or any successor, all within the meaning
of Treasury regulations Section 1.860G-2(h) in effect as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to,
deleted or otherwise amended in any manner that is related or incidental
to such instrument or fund or the establishment or administration
thereof, such amendment to be made by written instrument executed or
consented to by the Depositor and such related insurer but without the
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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 REMIC created hereunder to fail to qualify as a REMIC
at any time that any Certificate is outstanding. In the event that the
Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the
Depositor may elect that the text of such amendment to this Agreement
shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation
as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall
be executed in the form attached hereto as Exhibit L, with such changes
as the Depositor shall deem to be appropriate; it being understood that
the Trustee has reviewed and approved the content of such forms and that
the Trustee's consent or approval to the use thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this
Agreement shall require the consent of the Limited Repurchase Right
Holder as third-party beneficiary.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(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
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thereof, as hereinbefore provided, and unless also the Holders of Certificates
of any Class evidencing in the aggregate not less than 25% of the related
Percentage Interests of such Class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RASC), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0 Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust
Services/Structured Finance Services, RASC 2003-KS7 or such other address as may
hereafter be furnished to the Depositor and the Master Servicer in writing by
the Trustee; (d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000; Attention: Mortgage Surveillance or such other address as may be
hereafter furnished to the Depositor, Trustee and Master Servicer by Standard &
Poor's; (e) in the case of Fitch, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Residential Mortgage Group or such other address as may be
hereafter furnished to the Depositor, Trustee and Master Servicer by Fitch, (f)
Xxxxx'x, 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 Xxxxx'x, (g) in the
case of the Hedge Counterparty, Bear Xxxxxxx Financial Products Inc., 000
Xxxxxxx Xxxxxx-Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or such other address as
may be hereafter furnished to the Depositor, the Trustee and the Master Servicer
in writing by the Hedge Counterparty, (h) in the case of the MI Policy Provider,
Mortgage Guaranty Insurance Corporation, 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx,
Xxxxxxxxx 00000, Attention: Consumer Asset-Backed Securities Group or such other
address as may be hereafter furnished to the Depositor, the Trustee and the
Master Servicer in writing by the MI Policy Provider and (i) in the case of the
Mortgage Insurance Co-Trustee, X.X. Xxxxxx Trust Company, National Association,
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 or such other address
as may be hereafter furnished to the Depositor, the Trustee, the Master Servicer
150
and the MI Policy Provider in writing by the Mortgage Insurance Co-Trustee. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency and each Subservicer at such time as
otherwise required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however,
that with respect to notice of the occurrence of the events described in clauses
(d), (g) or (h) above, the Master Servicer shall provide prompt written notice
to each Rating Agency and each 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.
151
Section 11.08. Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Depositor or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Depositor may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by 153 the Depositor, the Master
Servicer and the Trustee; provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their respective interests would
not be materially adversely affected thereby. To the extent that the terms of
the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement. Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any REMIC created hereunder
as a REMIC or result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transaction as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in
Section 860G(d) of the Code.
Section 11.09. Third-Party Beneficiary.
The Limited Repurchase Right Holder is an express third-party
beneficiary of Section 4.08 of this Agreement, and shall have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.
152
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Attest: Name: Xxxxxx Xxxxxx
Name: Title: Vice President
Title:
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
Name: Name: Xxxxx Xxxxxxxxxx
Title: Title: Director
[Seal] JPMORGAN CHASE BANK as Trustee
Attest: By:
Name: Name:
Title: Title:
Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee:
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
By: ........................................
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Securities Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
____________________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
________________________________
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of _________, 2003 before me, a notary public in and for
said State, personally appeared ___________________________, known to me to be a
_____________________________ of JPMorgan Chase Bank, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
____________________________________
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT].
[THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
Class A-[_] Certificate No. 1
[Adjustable Pass-Through Rate]
[Fixed Pass-Through Rate]
Date of Pooling and Servicing Agreement
and Cut-off Date: Percentage Interest: __________%
August 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
September 25, 2003 Balance] [Notional Amount] of the Class A-[_]
Certificates:
$---------------------------
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial [Certificate Principal Balance]
__________ __, 20__ [Notional Amount] of this Class A-[_]
Certificate:
$---------------------------
Maturity Date: CUSIP: _____________________
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS7
evidencing a percentage interest in the distributions allocable
to the Class A-[_] Certificates with respect to a Trust Fund
consisting primarily of a pool of [fixed] [adjustable] interest
rate, first [and junior] lien mortgage loans on one- to
four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of [fixed]
[adjustable] interest rate, first lien mortgage loans on one- to four- family
residential properties (the "Group [_] Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest [and principal], if
any, required to be distributed to Holders of Class A-[_] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial [Certificate Principal Balance] [Notional Amount] of this Certificate is
set forth above. The [Certificate Principal Balance] [Notional Amount] hereof
will be reduced [to the extent of distributions allocable to principal and any
Realized Losses allocable hereto] [from time to time pursuant to the Agreement].
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
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 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 [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:_____________________
Authorized Signatory
Dated: August 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _______________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to___________________________________________ for the account of
_______________________ account number______________________ or, if mailed by
check, to________________________.
Applicable statements should be mailed to___________________________.
This information is provided by ___________________________________, the
assignee named above, or
______________________________, as its agent.
EXHIBIT B
FORM OF CLASS M-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), (B) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997), PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE
"RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO
THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE
RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY
STANDARD & POOR'S OR XXXXX'X OR (C) (I) THE TRANSFEREE IS AN INSURANCE COMPANY,
(II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S. DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE 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.
Class M-[_] Certificate No. 1
[Adjustable Pass-Through Rate]
[Fixed Pass-Through Rate]
Date of Pooling and Servicing Agreement
and Cut-off Date: Percentage Interest: 100%
August 1, 2003
First Distribution Date: Aggregate Initial Certificate Principal
September 25, 2003 Balance of the Class M-[_] Certificates:
$---------------------------
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial Certificate Principal Balance
__________ __, 20__ of this Class M-[_] Certificate:
$---------------------------
Maturity Date: CUSIP: ______________________
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS7
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 [fixed] [adjustable] interest
rate, first [and junior] lien mortgage loans on one- to
four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of [fixed]
[adjustable] interest rate, first lien mortgage loans on one- to four- family
residential properties (the "Mortgage Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class M-[_] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, no transfer of this Class M Certificate will be made
unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the 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 Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders 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 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 [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:______________________
Authorized Signatory
Dated: August 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to___________________________________________ for the account of
_______________________ account number______________________ or, if mailed by
check, to________________________.
Applicable statements should be mailed to___________________________.
This information is provided by ___________________________________, the
assignee named above, or
______________________________, as its agent.
EXHIBIT C
FORM OF CLASS SB-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
AND CLASS M-[_] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT].
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT
OF LABOR REGULATION PROMULGATED AT 29 C.F.R. SS.2510.3-101 ("PLAN ASSET
REGULATIONS") UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE
PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE
DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND.
Class SB-[_] Certificate No. 1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date:
August 1, 2003
First Distribution Date: Aggregate Initial Notational Principal
September 25, 2003 Balance of the Class SB-[_] Certificates:
$---------------------------
Master Servicer:
Residential Funding Corporation
Maturity Date: Initial Notational Balance
__________ __, 20__ of this Class SB-[_] Certificate:
$---------------------------
CUSIP: _____________________
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS7
evidencing a percentage interest in the distributions allocable
to the Class SB-[_] Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable interest rate, first
[and junior] lien mortgage loans on one- to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that Xxxx & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of adjustable
interest rate, first lien mortgage loans on one- to four-family residential
properties (the "Group [_] Loans"), sold by Residential Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-[_]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB-[_] Certificate as of any date of determination will be
calculated as described in the Agreement. This Class SB-[_] Certificate will
accrue interest at the Pass-Through Rate on the Notional Amount as indicated in
the definition of Accrued Certificate Interest in the Agreement. This Class
SB-[_] Certificate will not accrue interest on its Certificate Principal
Balance.
No transfer of this Class SB-[_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Asset
Regulations") unless the Depositor, the TrusteE and the Master Servicer are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:_____________________
Authorized Signatory
Dated: August 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to___________________________________________ for the account of
_______________________ account number______________________ or, if mailed by
check, to________________________.
Applicable statements should be mailed to___________________________.
This information is provided by ___________________________________, the
assignee named above, or
______________________________, as its agent.
EXHIBIT D
FORM OF CLASS R-[_] CERTIFICATE
THE CLASS R-[_] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS R-[_] CERTIFICATE IS SUBORDINATE TO THE CLASS A-[_], CLASS
M-[_] AND CLASS SB-[_] CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE
AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
DEPOSITOR, THE TRUSTEE OR THE TRUST FUND TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Class R-[_] Subordinate Certificate No. 1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date:
August 1, 2003
Master Servicer:
Residential Funding Corporation
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-KS7
evidencing a percentage interest in the distributions allocable
to the Class R-[_] Certificates with respect to a Trust Fund
consisting primarily of mortgage loans on one- to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Securities
Corporation, the Master Servicer, the Trustee referred to below or any of their
affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that Residential Funding Corporation is the registered
owner of the Percentage Interest evidenced by this Certificate in certain
distributions with respect to the Trust Fund consisting primarily of a pool of
adjustable rate, first lien mortgage loans on one- to four-family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement) among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
the related Available Distribution Amount in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, the amount of
interest and principal, if any, required to be distributed to the Holders of
Class R-[_] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class R-[_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Asset
Regulations") unless the Depositor, the TrusteE and the Master Servicer are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations, or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:_____________________
Authorized Signatory
Dated: August 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to___________________________________________ for the account of
_______________________ account number______________________ or, if mailed by
check, to________________________.
Applicable statements should be mailed to___________________________.
This information is provided by ___________________________________, the
assignee named above, or
______________________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of August 1, 2003, by and among JPMORGAN
CHASE BANK, as trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION, as
company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of August 1, 2003,
relating to the issuance of Residential Asset Securities Corporation, Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2003-KS7 (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 Annex I evidencing
receipt of a Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge
that certain documents referred to in Subsection 2.01(b)(i) of the Pooling
Agreement may be missing on or prior to the Closing Date and such missing
documents shall be listed on Schedule A to Annex I.
(b) Within 90 days after the closing date, the Custodian agrees, for the benefit
of Certificateholders, to review in accordance with the provisions of Section
2.02 of the Pooling Agreement each Mortgage File and to deliver to the Trustee
an Interim Certification in the form annexed hereto as Annex II to the effect
that all documents required to be delivered pursuant to Section 2.01 (b) of the
Pooling Agreement have been executed and received and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. For
purposes of such review, the Custodian shall compare the following information
in each Mortgage File to the corresponding information in the Mortgage Loan
Schedule: (i) the loan number, (ii) the borrower name and (iii) the original
principal balance. In the event that any Mortgage Note or Assignment of Mortgage
has been delivered to the Custodian by the Company in blank, the Custodian, upon
the direction of the Company, shall cause each such Mortgage Note to be endorsed
to the Trustee and each such Assignment of Mortgage to be completed in the name
of the Trustee prior to the date on which such Interim Certification is
delivered to the Trustee. Within 45 days of receipt of the documents required to
be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of the Certificateholders, to review each document, and
upon the written request of the Trustee to deliver to the Trustee an updated
Schedule A to the Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face, or that the MIN is accurate. If in performing the review required by
this Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Annex III evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Company or
the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement
not then contained in the Mortgage Files.
Section 2.4....Notification of Breaches of Representations and Warranties. If
the Custodian discovers, in the course of performing its custodial functions, a
breach of a representation or warranty made by the Master Servicer or the
Company as set forth in the Pooling Agreement with respect to a Mortgage Loan
relating to a Mortgage File, the Custodian shall give prompt written notice to
the Company, the Master Servicer and the Trustee.
Section 2.5....Custodian to Cooperate: Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release (in the form
of Annex IV attached hereto or a mutually acceptable electronic form) and shall
request delivery to it of the Mortgage File. The Custodian agrees, upon receipt
of such Request for Release, promptly to release to the Master Servicer the
related Mortgage File. Upon receipt of a Request for Release from the Master
Servicer, signed by a Servicing Officer, that (i) the Master Servicer or a
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan or (ii) the Company has chosen to
substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, the
Custodian shall release to the Master Servicer the related Mortgage File. Upon
written notification of a substitution, the Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan, upon receiving written notification from the Master
Servicer of such substitution.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a Servicing Officer certifying as to the
name and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Immediately upon receipt
of any Mortgage File returned to the Custodian by the Master Servicer, the
Custodian shall deliver a signed acknowledgment to the Master Servicer,
confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send
to the Master Servicer copies of any documents contained in the Mortgage File.
Section 2.6....Assumption Agreements. In the event that any assumption agreement
or substitution of liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1....Custodian a Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
applicable provisions of Article II of this Agreement, no Mortgage Note,
Mortgage or other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer or otherwise
released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
Section 3.2....Indemnification. The Company hereby agrees to indemnify and hold
the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3....Custodian May Own Certificates. The Custodian in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not Custodian.
Section 3.4....Master Servicer to Pay Custodian's Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5....Custodian May Resign: Trustee May Remove Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of resignation, the Trustee shall either take custody
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6....Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
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.
Section 4.5....Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
[Signatures begin on following page.]
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: JPMORGAN CHASE BANK
as Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities By:_________________________
Corporation, Series 2003-KS7 Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:_________________________
Name: Title:
Address: RESIDENTIAL FUNDING CORPORATION, as Master
Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:________________________
Name: Title:
Address: XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:________________________
Name: Title:
XXXX OF )
)ss.:
COUNTY OF )
On the ____ day of August, 2003, before me, a notary public in
and for said State, personally appeared ___________________, known to me to be a
______________ of JPMorgan Chase Bank, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
____________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of August, 2003, before me, a notary public in
and for said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Securities Corporation., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of August, 2003, before me, a notary public in
and for said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
________________________
Notary Public
[Notarial Seal]
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of August, 2003, before me, a notary public in
and for said State, personally appeared ______________________, known to me to
be a ______________________________ Xxxxx Fargo Bank Minnesota, National
Association, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said national
banking association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
___________________________
Notary Public
[Notarial Seal]
ANNEX I TO EXHIBIT E
FORM OF CUSTODIAN
INITIAL CERTIFICATION
August ___, 2003
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation Series 2003-KS7
Re: Custodial Agreement, dated as of August 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2003-KS7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_______________________________
ANNEX II TO EXHIBIT E
FORM OF CUSTODIAN
INTERIM CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation., Series 2003-KS7
Re: Custodial Agreement, dated as of August 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2003-KS7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:_________________________
Name:_______________________
Title:______________________
ANNEX III TO EXHIBIT E
FORM OF CUSTODIAN
FINAL CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation, Series 2003-KS7
Re: Custodial Agreement, dated as of August 1, 2003, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank Minnesota, National
Association, relating to Mortgage Asset-Backed Pass-Through
Certificates, Series 2003-KS7
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:__________________________
Name:________________________
Title:_______________________
ANNEX IV TO EXHIBIT E
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
EXHIBIT F-1
GROUP I LOAN SCHEDULE
(a copy may be obtained from the Trustee)
RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 15.08.36 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RASC 2003-KS7 FIXED CUTOFF : 08/01/03
POOL : 0004729
:
:
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
-----------------------------------------------------------------------------
5001381 .5000
136,505.37 .0800
8.7500 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8154905 .2500
50,261.27 .0800
6.0000 .0000
5.7500 .0000
4.3300 .0000
4.3300 .0000
8160299 .5000
10,896.27 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8178459 .2500
115,658.06 .0800
8.9750 .0000
8.7250 .0000
7.3050 .0000
7.3050 .0000
8178485 .2500
102,948.21 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8183015 .5000
79,739.35 .0800
6.8750 .0000
6.3750 .0000
6.2950 .0000
6.2950 .0000
1
8195879 .2500
104,237.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
8224703 .5000
76,640.04 .0800
8.8000 .0000
8.3000 .0000
8.2200 .0000
8.2200 .0000
8224705 .5000
62,708.52 .0800
8.8500 .0000
8.3500 .0000
8.2700 .0000
8.2700 .0000
8230935 .2500
47,755.44 .0800
8.3750 .0000
8.1250 .0000
6.7050 .0000
6.7050 .0000
8231051 .2500
125,374.00 .0800
8.5000 .0000
8.2500 .0000
6.8300 .0000
6.8300 .0000
8234939 .2500
55,707.36 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8235765 .2500
53,305.77 .0800
9.6250 .0000
9.3750 .0000
7.9550 .0000
7.9550 .0000
8235789 .2500
86,657.23 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1
8236017 .5000
66,045.89 .0800
8.1500 .0000
7.6500 .0000
7.5700 .0000
7.5700 .0000
8236073 .5000
113,061.57 .0800
7.2000 .0000
6.7000 .0000
6.6200 .0000
6.6200 .0000
8238927 .5000
85,174.72 .0800
8.5000 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8241819 .2500
206,874.52 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
8251075 .2500
109,845.80 .0800
7.6250 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8252553 .2500
40,682.09 .0800
11.0900 .0000
10.8400 .0000
9.4200 .0000
9.4200 .0000
8252811 .2500
71,054.17 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
8253025 .2500
65,140.05 .0800
8.0000 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
1
8270139 .2500
90,583.25 .0800
9.4900 .0000
9.2400 .0000
9.1600 .0000
9.1600 .0000
8270297 .2500
98,413.83 .0800
7.6250 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8270335 .5000
41,960.62 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
8270625 .5000
116,822.50 .0800
8.5000 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8272427 .5000
114,431.53 .0800
8.5250 .0000
8.0250 .0000
6.6050 .0000
6.6050 .0000
8274303 .2500
317,083.20 .0800
6.5000 .0000
6.2500 .0000
4.8300 .0000
4.8300 .0000
8275137 .2500
62,699.31 .0800
8.9900 .0000
8.7400 .0000
7.3200 .0000
7.3200 .0000
8275963 .2500
42,712.49 .0800
8.9500 .0000
8.7000 .0000
7.2800 .0000
7.2800 .0000
1
8277057 .2500
93,992.50 .0800
8.4900 .0000
8.2400 .0000
8.1600 .0000
8.1600 .0000
8277527 .5000
70,071.00 .0800
8.1250 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8279893 .5000
84,507.98 .0800
10.5000 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
8281733 .2500
175,289.68 .0800
6.8750 .0000
6.6250 .0000
5.2050 .0000
5.2050 .0000
8282337 .5000
115,431.78 .0800
8.5000 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8283591 .2500
106,468.13 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8283925 .2500
76,648.11 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
9.1700 .0000
8284435 .2500
73,667.34 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1
8292409 .2500
150,345.79 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8293377 .5000
33,613.45 .0800
9.5000 .0000
9.0000 .0000
8.9200 .0000
8.9200 .0000
8296579 .2500
93,721.32 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8301633 .2500
119,453.10 .0800
8.2500 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8301929 .2500
210,579.35 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8302727 .2500
62,679.41 .0800
8.7500 .0000
8.5000 .0000
7.0800 .0000
7.0800 .0000
8309761 .5000
31,388.92 .0800
9.5000 .0000
9.0000 .0000
7.5800 .0000
7.5800 .0000
8310517 .5000
137,922.05 .0800
8.6000 .0000
8.1000 .0000
8.0200 .0000
8.0200 .0000
1
8310521 .5000
138,459.76 .0800
8.6000 .0000
8.1000 .0000
8.0200 .0000
8.0200 .0000
8312821 .5000
59,788.45 .0800
9.5000 .0000
9.0000 .0000
7.5800 .0000
7.5800 .0000
8316547 .2500
155,804.62 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
8327007 .5000
97,562.32 .0800
8.3500 .0000
7.8500 .0000
7.7700 .0000
7.7700 .0000
8327389 .2500
44,814.71 .0800
8.7500 .0000
8.5000 .0000
7.0800 .0000
7.0800 .0000
8327733 .2500
59,764.82 .0800
8.9900 .0000
8.7400 .0000
8.6600 .0000
8.6600 .0000
8331151 .2500
212,699.76 .0800
7.8750 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8338855 .2500
103,489.04 .0800
7.8750 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
1
8342579 .2500
155,581.78 .0800
7.8750 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8345227 .5000
149,510.97 .0800
9.8750 .0000
9.3750 .0000
9.2950 .0000
9.2950 .0000
8345275 .2500
67,235.95 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.6700 .0000
8345496 .2500
53,788.38 .0800
8.9900 .0000
8.7400 .0000
7.3200 .0000
7.3200 .0000
8345526 .2500
53,788.38 .0800
8.9900 .0000
8.7400 .0000
7.3200 .0000
7.3200 .0000
8345813 .2500
107,579.62 .0800
8.2500 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8345915 .2500
156,496.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
8347419 .2500
114,072.85 .0800
6.7500 .0000
6.5000 .0000
5.0800 .0000
5.0800 .0000
1
8347433 .2500
80,539.76 .0800
7.7500 .0000
7.5000 .0000
6.0800 .0000
6.0800 .0000
8349153 .2500
61,750.06 .0800
8.8750 .0000
8.6250 .0000
7.2050 .0000
7.2050 .0000
8349183 .5000
47,938.99 .0800
9.7500 .0000
9.2500 .0000
7.8300 .0000
7.8300 .0000
8350485 .2500
99,561.11 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
8351517 .2500
46,297.07 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8351833 .5000
11,984.12 .0800
13.9900 .0000
13.4900 .0000
13.4100 .0000
13.4100 .0000
8359659 .2500
67,727.14 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8361459 .2500
54,181.72 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1
8364442 .2500
54,857.14 .0800
6.7500 .0000
6.5000 .0000
5.0800 .0000
5.0800 .0000
8365688 .5000
102,885.73 .0800
7.8750 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8367792 .5000
140,583.49 .0800
7.5000 .0000
7.0000 .0000
5.5800 .0000
5.5800 .0000
8368557 .2500
52,471.70 .0800
8.5000 .0000
8.2500 .0000
6.8300 .0000
6.8300 .0000
8369222 .2500
59,192.54 .0800
9.0000 .0000
8.7500 .0000
7.3300 .0000
7.3300 .0000
8370138 .5000
105,842.17 .0800
7.5000 .0000
7.0000 .0000
5.5800 .0000
5.5800 .0000
8370164 .2500
101,466.63 .0800
8.1250 .0000
7.8750 .0000
6.4550 .0000
6.4550 .0000
8370448 .2500
55,924.59 .0800
8.0000 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
1
8370802 .5000
99,884.52 .0800
8.7500 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8370958 .5000
61,162.59 .0800
8.6250 .0000
8.1250 .0000
6.7050 .0000
6.7050 .0000
8370960 .5000
34,494.05 .0800
8.5000 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8371188 .5000
167,355.79 .0800
6.7500 .0000
6.2500 .0000
4.8300 .0000
4.8300 .0000
8371264 .5000
102,858.67 .0800
8.1250 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
8371272 .5000
87,438.24 .0800
7.7500 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8371386 .5000
354,274.35 .0800
5.8750 .0000
5.3750 .0000
3.9550 .0000
3.9550 .0000
8371688 .5000
76,440.56 .0800
10.6250 .0000
10.1250 .0000
10.0450 .0000
10.0450 .0000
1
8371756 .2500
139,217.30 .0800
8.0000 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
8371962 .5000
37,786.84 .0800
8.3750 .0000
7.8750 .0000
6.4550 .0000
6.4550 .0000
8372268 .5000
82,057.39 .0800
8.8750 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
8372272 .2500
122,825.81 .0800
7.7500 .0000
7.5000 .0000
6.0800 .0000
6.0800 .0000
8372314 .2500
29,942.67 .0800
8.2900 .0000
8.0400 .0000
6.6200 .0000
6.6200 .0000
8372630 .2500
51,193.08 .0800
7.6900 .0000
7.4400 .0000
6.0200 .0000
6.0200 .0000
8372666 .2500
109,840.27 .0800
7.6250 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8372852 .2500
213,854.94 .0800
5.9900 .0000
5.7400 .0000
4.3200 .0000
4.3200 .0000
1
8373266 .5000
55,660.68 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
8373272 .5000
49,945.18 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8373394 .2500
66,001.00 .0800
8.0000 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
8373680 .5000
114,837.15 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
8373694 .5000
211,204.95 .0800
7.8750 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8373800 .2500
63,922.19 .0800
8.5000 .0000
8.2500 .0000
6.8300 .0000
6.8300 .0000
8373810 .5000
97,069.13 .0800
8.0000 .0000
7.5000 .0000
6.0800 .0000
6.0800 .0000
8373852 .2500
115,827.28 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
1
8374040 .2500
183,015.48 .0800
8.2500 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8374166 .2500
357,356.31 .0800
5.2500 .0000
5.0000 .0000
4.9200 .0000
4.9200 .0000
8374192 .2500
147,374.68 .0800
7.3750 .0000
7.1250 .0000
5.7050 .0000
5.7050 .0000
8374218 .2500
39,433.48 .0800
7.8750 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8374220 .5000
44,940.01 .0800
8.0500 .0000
7.5500 .0000
6.1300 .0000
6.1300 .0000
8374278 .2500
47,029.34 .0800
8.7500 .0000
8.5000 .0000
7.0800 .0000
7.0800 .0000
8374756 .5000
151,895.39 .0800
7.8750 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8375412 .2500
319,756.51 .0800
7.3750 .0000
7.1250 .0000
5.7050 .0000
5.7050 .0000
1
8375610 .5000
43,475.61 .0800
8.8750 .0000
8.3750 .0000
6.9550 .0000
6.9550 .0000
8375892 .2500
113,489.58 .0800
6.1250 .0000
5.8750 .0000
4.4550 .0000
4.4550 .0000
8375894 .2500
51,247.98 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
9.0450 .0000
8376276 .5000
31,109.28 .0800
9.3750 .0000
8.8750 .0000
7.4550 .0000
7.4550 .0000
8376292 .2500
81,539.44 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8377142 .5000
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50,347.54 .0800
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29,900.00 .0800
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1
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1
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1
8801103 .2500
223,590.79 .0800
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79,886.71 .0800
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275,509.64 .0800
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247,770.30 .0800
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1
8801139 .2500
165,093.80 .0800
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106,095.69 .0800
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29,905.35 .0800
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134,555.26 .0800
6.5000 .0000
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35,809.01 .0800
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1
8801265 .2500
59,781.42 .0800
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8801501 .2500
55,403.41 .0800
6.7100 .0000
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5.0400 .0000
5.0400 .0000
8801521 .2500
207,749.52 .0800
7.6250 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8801545 .5000
58,024.73 .0800
8.1900 .0000
7.6900 .0000
7.6100 .0000
7.6100 .0000
1
8801575 .2500
137,647.77 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8801593 .2500
47,651.89 .0800
9.4000 .0000
9.1500 .0000
7.7300 .0000
7.7300 .0000
8801613 .5000
59,079.78 .0800
7.9900 .0000
7.4900 .0000
7.4100 .0000
7.4100 .0000
8801677 .5000
65,800.67 .0800
7.5000 .0000
7.0000 .0000
5.5800 .0000
5.5800 .0000
8801771 .2500
88,079.06 .0800
7.9100 .0000
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6.2400 .0000
6.2400 .0000
8801821 .2500
56,645.71 .0800
5.7500 .0000
5.5000 .0000
4.0800 .0000
4.0800 .0000
8801823 .2500
115,122.70 .0800
8.0000 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
8801833 .2500
83,942.19 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1
8801855 .2500
58,750.51 .0800
6.9000 .0000
6.6500 .0000
5.2300 .0000
5.2300 .0000
8801903 .2500
98,570.97 .0800
6.5000 .0000
6.2500 .0000
4.8300 .0000
4.8300 .0000
8801919 .2500
74,891.09 .0800
7.6250 .0000
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5.9550 .0000
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8801937 .2500
102,451.76 .0800
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77,035.23 .0800
6.8750 .0000
6.6250 .0000
5.2050 .0000
5.2050 .0000
8801957 .5000
68,956.01 .0800
8.2500 .0000
7.7500 .0000
6.3300 .0000
6.3300 .0000
8801965 .5000
29,873.36 .0800
11.4900 .0000
10.9900 .0000
10.9100 .0000
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8801967 .5000
14,394.85 .0800
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10.4100 .0000
10.4100 .0000
1
8801969 .5000
30,590.20 .0800
11.4900 .0000
10.9900 .0000
10.9100 .0000
10.9100 .0000
8802017 .5000
51,021.64 .0800
7.6500 .0000
7.1500 .0000
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7.0700 .0000
8802185 .2500
46,675.02 .0800
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6.8750 .0000
5.4550 .0000
5.4550 .0000
8802325 .5000
114,606.86 .0800
8.3750 .0000
7.8750 .0000
6.4550 .0000
6.4550 .0000
8802425 .5000
87,439.78 .0800
7.8750 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8802471 .2500
61,050.10 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8802479 .2500
52,570.92 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8802535 .5000
121,438.64 .0800
9.3750 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
1
8802567 .2500
75,943.60 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8802935 .5000
190,831.49 .0800
6.6250 .0000
6.1250 .0000
4.7050 .0000
4.7050 .0000
8803285 .5000
90,849.04 .0800
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6.9550 .0000
6.9550 .0000
8803625 .5000
219,828.38 .0800
7.2500 .0000
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5.3300 .0000
5.3300 .0000
8803751 .5000
112,085.76 .0800
6.8750 .0000
6.3750 .0000
4.9550 .0000
4.9550 .0000
8803755 .2500
99,388.19 .0800
8.3750 .0000
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6.7050 .0000
6.7050 .0000
8804055 .2500
153,804.34 .0800
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8804135 .5000
86,854.66 .0800
9.2500 .0000
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8.6700 .0000
1
8804145 .2500
65,568.16 .0800
8.2500 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
8804827 .2500
63,782.27 .0800
6.1250 .0000
5.8750 .0000
4.4550 .0000
4.4550 .0000
8804845 .2500
63,452.88 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8805073 .2500
64,602.14 .0800
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5.7050 .0000
5.7050 .0000
8805095 .5000
58,229.36 .0800
7.8750 .0000
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5.9550 .0000
5.9550 .0000
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35,000.00 .0800
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5.7050 .0000
5.7050 .0000
8805855 .5000
49,967.29 .0800
8.1250 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8806525 .2500
77,351.89 .0800
8.3750 .0000
8.1250 .0000
6.7050 .0000
6.7050 .0000
1
8806565 .2500
47,970.17 .0800
8.3750 .0000
8.1250 .0000
6.7050 .0000
6.7050 .0000
8808015 .5000
53,000.00 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8808267 .2500
291,823.10 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
8808629 .5000
74,322.51 .0800
7.7500 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8808725 .2500
111,200.00 .0800
7.8750 .0000
7.6250 .0000
6.2050 .0000
6.2050 .0000
8808829 .5000
68,957.11 .0800
8.3750 .0000
7.8750 .0000
6.4550 .0000
6.4550 .0000
8808833 .2500
72,007.04 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8809003 .5000
135,917.61 .0800
8.5000 .0000
8.0000 .0000
6.5800 .0000
6.5800 .0000
1
8809505 .5000
82,550.00 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8809795 .2500
123,173.39 .0800
8.3750 .0000
8.1250 .0000
6.7050 .0000
6.7050 .0000
8809797 .5000
63,957.06 .0800
8.0000 .0000
7.5000 .0000
6.0800 .0000
6.0800 .0000
8809831 .2500
347,728.53 .0800
7.2500 .0000
7.0000 .0000
5.5800 .0000
5.5800 .0000
8810363 .2500
34,894.30 .0800
7.5000 .0000
7.2500 .0000
5.8300 .0000
5.8300 .0000
8810797 .5000
156,392.30 .0800
7.8750 .0000
7.3750 .0000
5.9550 .0000
5.9550 .0000
8810859 .2500
156,830.58 .0800
7.3750 .0000
7.1250 .0000
5.7050 .0000
5.7050 .0000
8810877 .5000
199,319.65 .0800
6.5000 .0000
6.0000 .0000
4.5800 .0000
4.5800 .0000
1
8812917 .5000
26,400.00 .0800
10.8750 .0000
10.3750 .0000
10.2950 .0000
10.2950 .0000
8812947 .2500
72,000.00 .0800
7.7500 .0000
7.5000 .0000
6.0800 .0000
6.0800 .0000
TOTAL NUMBER OF LOANS: 6912
TOTAL BALANCE........: 725,000,177.98
RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 15.08.36 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RASC 2003-KS7 FIXED FIXED SUMMARY REPORT CUTOFF : 08/01/03
POOL : 0004729
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.6793 4.7000 14.2500
RFC NET RATE 7.3001 4.2000 13.7500
NET MTG RATE(INVSTR RATE) 6.3584 3.2050 13.6700
POST STRIP RATE 6.3584 3.2050 13.6700
SUB SERV FEE .3792 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 6912
TOTAL BALANCE........: 725,000,177.98
***************************
* END OF REPORT *
***************************
RUN ON : 08/21/03 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 15.08.36 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RASC 2003-KS7 FIXED CUTOFF : 08/01/03
POOL : 0004729
:
:
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 #
______________________________________________________________________________
5001381 E22/R44 F 138,750.00 ZZ
360 136,505.37 1
8.750 1,091.55 75
8.250 1,091.55
XXXX XXXXX XX 00000 1 06/22/01 00
0412735615 03 08/01/01 0
0412735615 O 07/01/31
0
8154905 W02/G02 F 51,900.00 ZZ
180 50,261.27 1
6.000 437.97 80
5.750 437.97
XXXXXXXXXXXX XX 00000 5 10/14/02 34
0434857264 05 12/01/02 0
1001641827 O 11/01/17
0
8160299 Y55/R44 F 10,920.00 ZZ
180 10,896.27 1
13.990 129.30 20
13.490 129.30
XXXXXXX XX 00000 1 08/26/02 00
0434847935 05 10/01/02 0
2353262 O 09/01/17
0
8178459 R54/G02 F 116,250.00 ZZ
360 115,658.06 1
8.975 933.28 75
8.725 933.28
XX. XXXXX XX 00000 5 10/16/02 34
0434909537 05 12/01/02 0
1
2000004750 N 11/01/32
0
8178485 R54/G02 F 103,500.00 ZZ
360 102,948.21 1
8.750 814.23 90
8.500 814.23
XXXXXXXX XX 00000 5 10/23/02 23
0434901187 05 12/01/02 0
2000004792 N 11/01/32
0
8183015 964/R44 F 84,000.00 E
360 79,739.35 1
6.875 551.82 37
6.375 551.82
XXXXXXXXX XX 00000 1 10/25/02 00
0435434717 05 12/01/02 0
283453 N 11/01/32
0
8195879 X11/G02 F 105,000.00 ZZ
360 104,237.62 1
7.750 752.23 84
7.500 752.23
XXXXXX XX 00000 5 10/29/02 23
0434959474 09 12/04/02 0
02100375 N 11/04/32
0
8224703 T87/T87 F 77,000.00 ZZ
360 76,640.04 1
8.800 608.52 70
8.300 608.52
XXXXXXX XX 00000 5 11/12/02 00
3030023779 05 01/01/03 0
3030023779 N 12/01/32
0
8224705 T87/T87 F 63,000.00 ZZ
360 62,708.52 1
8.850 500.13 70
8.350 500.13
XXXXXXX XX 00000 5 11/12/02 00
3030023788 05 01/01/03 0
3030023788 N 12/01/32
0
1
8230935 E22/G02 F 48,000.00 ZZ
360 47,755.44 1
8.375 364.83 71
8.125 364.83
XXXXXXX XX 00000 5 11/15/02 34
0414546143 05 01/01/03 0
0414546143 N 12/01/32
0
8231051 E22/G02 F 126,000.00 ZZ
360 125,374.00 1
8.500 968.83 90
8.250 968.83
XXXX XXXXX XX 00000 1 11/22/02 34
0415318377 05 01/01/03 0
0415318377 N 12/01/32
0
8234939 E82/G02 F 56,000.00 ZZ
360 55,707.36 1
8.250 420.71 77
8.000 420.71
XXXXX XXXX XX 00000 5 11/26/02 00
0400724654 01 01/01/03 0
1876027 N 12/01/32
0
8235765 Q64/G02 F 54,000.00 ZZ
360 53,305.77 1
9.625 459.00 90
9.375 459.00
XXXXXXX XX 00000 1 10/29/02 34
0435005400 05 12/01/02 0
0104711601 N 11/01/32
0
8235789 896/G02 F 87,110.00 ZZ
360 86,657.23 1
8.875 693.09 89
8.625 693.09
XXXXXXXX XX 00000 5 10/28/02 23
0435006770 05 12/01/02 0
28430 N 11/01/32
0
8236017 T87/T87 F 66,400.00 ZZ
360 66,045.89 1
8.150 494.19 80
7.650 494.19
1
XXXXXXXX XX 00000 1 11/18/02 00
0000000000 05 01/01/03 0
0000000000 N 12/01/32
0
8236073 T87/T87 F 116,000.00 ZZ
180 113,061.57 1
7.200 1,055.66 80
6.700 1,055.66
XXXXXXX XX 00000 5 11/20/02 00
3030023858 05 01/01/03 0
3030023858 N 12/01/17
0
8238927 E22/R44 F 85,600.00 ZZ
360 85,174.72 1
8.500 658.19 79
8.000 658.19
XXXXXXX XX 00000 2 11/18/02 34
0415034073 05 01/01/03 0
0415034073 N 12/01/32
0
8241819 944/G02 F 212,000.00 ZZ
180 206,874.52 1
7.750 1,995.51 80
7.500 1,995.51
XXXXXXX XX 00000 5 11/05/02 00
0435014683 05 01/01/03 0
W02027944 N 12/01/17
0
8251075 T93/G02 F 110,500.00 ZZ
360 109,845.80 1
7.625 782.11 85
7.375 782.11
XXXXXXXX XX 00000 5 11/26/02 34
0435073374 05 01/01/03 0
001102061 N 12/01/32
0
8252553 K15/G02 F 40,800.00 ZZ
360 40,682.09 1
11.090 391.33 85
10.840 391.33
XXXXX XX 00000 1 11/20/02 34
0435031281 05 01/01/03 0
042000111490 N 12/01/32
0
1
8252811 X53/G02 F 71,400.00 ZZ
360 71,054.17 1
8.625 555.34 85
8.375 555.34
XXXXXX XXXX XX 00000 1 11/18/02 23
0435060314 05 01/01/03 0
11200207 N 12/01/32
0
8253025 E22/G02 F 65,500.00 ZZ
360 65,140.05 1
8.000 480.62 65
7.750 480.62
XXXXXXXX XX 00000 5 12/03/02 34
0415008770 05 01/01/03 0
0415008770 N 12/01/32
0
8270139 Q82/G02 F 91,000.00 ZZ
360 90,583.25 1
9.490 764.52 65
9.240 764.52
XXXXXXX XX 00000 5 11/15/02 00
0435077987 05 12/18/02 0
2330021001090 N 11/18/32
0
8270297 X53/G02 F 99,000.00 ZZ
360 98,413.83 1
7.625 700.72 90
7.375 700.72
XXXXXXXXXXX XX 00000 5 11/21/02 34
0435085691 05 01/01/03 0
11200211 N 12/01/32
0
8270335 Q87/R44 F 42,250.00 ZZ
360 41,960.62 1
7.500 295.42 25
7.000 295.42
XXXXXXXX XX 00000 5 10/30/02 00
0435029103 05 12/01/02 0
MCCA03 N 11/01/32
0
8270625 Q87/R44 F 117,600.00 ZZ
360 116,822.50 1
1
8.500 904.24 70
8.000 904.24
XXXXXXXX XX 00000 5 10/18/02 00
0435049051 05 11/18/02 0
MCCA02 N 10/18/32
0
8272427 R54/R44 F 115,000.00 ZZ
360 114,431.53 1
8.525 886.29 75
8.025 886.29
XXXXXXXX XX 00000 5 11/26/02 34
0435064977 05 01/01/03 0
2000005071 N 12/01/32
0
8274303 K60/G02 F 319,520.00 ZZ
360 317,083.20 1
6.500 2,019.58 80
6.250 2,019.58
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8395172 T38/G02 F 209,950.00 ZZ
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8395206 T38/G02 F 110,000.00 ZZ
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8395216 T38/R44 F 206,000.00 ZZ
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8395224 T38/G02 F 81,600.00 ZZ
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8395232 T38/R44 F 170,000.00 ZZ
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8395264 T38/G02 F 221,250.00 ZZ
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1
8395274 T38/G02 F 275,000.00 ZZ
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8395300 T38/R44 F 120,000.00 ZZ
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8395378 T38/G02 F 100,000.00 ZZ
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8395978 T38/R44 F 70,000.00 ZZ
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0
8395984 T38/G02 F 273,600.00 ZZ
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1
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0
8395996 T38/R44 F 108,000.00 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
8396080 T38/G02 F 92,250.00 ZZ
360 92,139.34 1
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0
8396084 T38/G02 F 223,000.00 ZZ
360 222,579.78 1
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0
8396086 T38/G02 F 378,000.00 ZZ
360 377,378.49 1
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0
8396092 T38/R44 F 82,000.00 ZZ
360 81,746.17 1
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0
8396096 T38/G02 F 369,000.00 ZZ
360 368,433.91 1
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0
1
8396098 T38/G02 F 230,000.00 ZZ
360 229,583.02 1
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0
8396104 T38/R44 F 130,000.00 ZZ
360 129,798.55 1
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0
8396110 T38/R44 F 57,544.00 ZZ
360 57,470.36 1
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0
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360 97,157.97 1
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0
8396136 T38/G02 F 83,000.00 ZZ
360 82,834.33 1
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0
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360 158,711.74 2
1
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0
8396206 T38/G02 F 90,000.00 ZZ
360 89,890.55 1
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0436099600 05 07/01/03 0
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0
8396230 T38/R44 F 118,000.00 ZZ
360 117,805.98 1
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0
8396232 T38/R44 F 69,000.00 ZZ
180 68,583.73 1
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0
8396250 T38/G02 F 308,000.00 ZZ
360 307,508.36 1
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0
8396252 T38/R44 F 167,000.00 ZZ
180 165,996.93 1
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0
8396256 T38/G02 F 156,000.00 ZZ
360 155,770.02 1
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0
8396260 T38/G02 F 103,500.00 ZZ
360 103,360.64 1
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0
8396264 T38/R44 F 175,770.00 ZZ
360 175,551.84 1
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0
8396266 T38/G02 F 320,000.00 ZZ
360 319,405.65 1
6.375 1,996.39 85
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0436101141 05 07/01/03 0
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0
8396268 T38/R44 F 139,500.00 ZZ
360 139,337.23 1
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XX XXXXXXXXXX XX 00000 5 05/16/03 34
0436090872 05 07/01/03 0
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0
1
8396278 T38/G02 F 336,000.00 ZZ
360 335,463.67 1
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XXX XXXX XX 00000 1 05/06/03 34
0436082119 05 07/01/03 0
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0
8396280 T38/R44 F 150,000.00 ZZ
360 149,604.69 1
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0
8396288 T38/G02 F 92,000.00 ZZ
360 91,853.14 2
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0
8396290 T38/G02 F 103,000.00 ZZ
360 102,846.62 1
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0
8396298 T38/G02 F 331,500.00 ZZ
360 330,904.82 2
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0436082135 05 07/01/03 0
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0
8396306 T38/G02 F 168,000.00 ZZ
360 167,698.77 3
6.550 1,067.41 80
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1
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0436101216 05 07/01/03 0
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0
8396314 T38/R44 F 231,750.00 ZZ
360 231,468.21 1
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0436101034 05 07/01/03 0
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0
8396322 T38/R44 F 400,000.00 ZZ
360 399,201.59 2
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0436101117 05 07/01/03 0
7000072041 O 06/01/33
0
8396328 T38/R44 F 275,000.00 ZZ
360 274,466.63 1
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6000060011 O 06/01/33
0
8396330 T38/G02 F 160,000.00 ZZ
360 159,680.02 1
5.990 958.26 62
5.740 958.26
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0436101158 05 07/01/03 0
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0
8396342 T38/G02 F 290,000.00 ZZ
360 289,568.19 1
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0436099774 01 07/01/03 0
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0
1
8396372 T38/G02 F 168,000.00 ZZ
360 167,757.45 1
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GONIC XX 00000 5 05/22/03 34
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0
8396400 T38/G02 F 118,000.00 ZZ
360 117,827.78 1
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0436097166 05 07/01/03 0
6000060172 O 06/01/33
0
8396402 T38/G02 F 90,400.00 ZZ
360 90,228.00 1
6.250 556.61 80
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0436100960 05 07/01/03 0
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0
8396410 T38/G02 F 196,200.00 ZZ
360 195,867.24 1
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0436101240 05 07/01/03 0
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0
8396422 T38/R44 F 128,000.00 ZZ
360 127,789.13 1
6.990 850.73 74
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0436101125 05 07/01/03 0
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0
8396424 T38/G02 F 106,320.00 ZZ
360 106,204.61 1
1
9.050 859.31 80
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0436098321 05 07/01/03 0
6000060368 O 06/01/33
0
8396432 T38/R44 F 65,450.00 ZZ
360 65,367.09 1
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7.800 494.01
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0436097281 05 07/01/03 0
6000060230 O 06/01/33
0
8396448 T38/R44 F 290,000.00 ZZ
360 289,087.27 1
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5.250 1,692.37
XX XXXXXXXXX XX 00000 5 04/24/03 34
0436100879 05 06/01/03 0
1000107691 O 05/01/33
0
8396468 T38/R44 F 251,600.00 ZZ
360 251,254.30 1
7.900 1,828.65 85
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0436098222 05 07/01/03 0
6000060573 O 06/01/33
0
8396480 T38/R44 F 286,000.00 ZZ
360 285,455.83 1
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5.750 1,760.96
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0436085666 05 07/01/03 0
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0
8396494 T38/G02 F 68,000.00 ZZ
360 67,893.57 1
7.250 463.88 80
7.000 463.88
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0436084925 05 07/01/03 0
1
7000069053 O 06/01/33
0
8396506 T38/G02 F 304,800.00 ZZ
360 304,247.41 1
6.500 1,926.55 80
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XXX XXXXXXX XX 00000 2 05/08/03 34
0436076210 05 07/01/03 0
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0
8396534 T38/R44 F 168,000.00 ZZ
360 167,319.43 1
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0
8396540 T38/R44 F 144,000.00 ZZ
360 143,779.21 1
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0436105829 05 07/01/03 0
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0
8396552 T38/R44 F 204,000.00 ZZ
360 203,514.92 1
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0436092027 05 06/01/03 0
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0
8396564 T38/R44 F 170,000.00 ZZ
360 169,626.98 1
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0436092068 05 07/01/03 0
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0
1
8396578 T38/G02 F 251,250.00 ZZ
360 250,789.89 1
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0436092001 05 07/01/03 0
7000070299 O 06/01/33
0
8396598 T38/G02 F 218,700.00 ZZ
360 218,364.47 1
7.350 1,506.79 90
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0436096200 05 07/01/03 0
6000056026 O 06/01/33
0
8396604 T38/G02 F 380,000.00 ZZ
360 378,886.29 1
6.125 2,308.93 46
5.875 2,308.93
XXXXX XXXXXX XX 00000 5 04/30/03 00
0436113476 05 06/01/03 0
1000107117 O 05/01/33
0
8396606 T38/G02 F 398,000.00 ZZ
360 396,882.85 1
6.350 2,476.50 78
6.100 2,476.50
XXXX XXXX XX 00000 5 05/05/03 34
0436105084 05 06/01/03 0
7000070768 O 05/01/33
0
8396610 T38/R44 F 92,800.00 ZZ
360 92,592.07 1
7.500 648.88 80
7.000 648.88
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0436105449 05 06/01/03 0
7000070701 O 05/01/33
0
8396622 T38/G02 F 130,500.00 ZZ
180 129,619.21 1
6.250 1,118.94 75
6.000 1,118.94
1
XXXXXXXXXX XX 00000 5 05/19/03 34
0436101174 05 07/01/03 0
7000072196 O 06/01/18
0
8396624 T38/G02 F 253,000.00 ZZ
360 252,541.32 1
6.500 1,599.14 90
6.250 1,599.14
XXXXXXXXX XX 00000 5 05/07/03 34
0436099881 05 07/01/03 0
7000070955 O 06/01/33
0
8396626 T38/R44 F 78,000.00 ZZ
180 77,473.55 1
6.250 668.79 34
5.750 668.79
CENTRAL XXXXX/X XX 00000 5 05/15/03 00
0436101232 05 07/01/03 0
7000072227 O 06/01/18
0
8396642 T38/R44 F 175,000.00 ZZ
360 174,667.03 1
6.250 1,077.51 80
5.750 1,077.51
XXXXXXXX XX 00000 5 05/22/03 34
0436116990 05 07/01/03 0
7000072895 O 06/01/33
0
8396648 T38/R44 F 288,000.00 ZZ
360 287,348.30 1
7.450 2,003.89 90
6.950 2,003.89
XXX XXXXX XX 00000 2 04/25/03 34
0436100523 03 06/01/03 0
7000071061 O 05/01/33
0
8396660 T38/R44 F 75,000.00 ZZ
360 74,880.27 1
7.150 506.56 56
6.650 506.56
XXXXXXX XXX XX 00000 5 05/15/03 34
0436109029 05 07/01/03 0
7000072291 O 06/01/33
0
1
8396674 T38/G02 F 400,000.00 ZZ
360 399,404.42 1
7.500 2,796.86 80
7.250 2,796.86
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0436107965 05 07/01/03 0
6000060659 O 06/01/33
0
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180 173,153.02 1
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0
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0
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1
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0
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0
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360 210,538.37 1
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0
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360 197,630.10 1
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1
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0
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360 178,821.85 1
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0
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0
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0
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1
8397502 T38/R44 F 350,000.00 ZZ
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0
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0
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360 214,146.62 1
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0
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0
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360 66,514.76 1
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0
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0
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0
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360 174,629.16 1
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0
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360 134,703.51 1
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0
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360 169,033.31 1
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0
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0
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360 111,922.92 1
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0
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360 77,654.13 1
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0
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360 61,956.24 1
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0
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360 206,988.40 1
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0
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360 219,866.72 1
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0
1
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0
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180 51,846.37 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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360 62,963.76 1
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1
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0
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360 104,927.74 1
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0
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360 111,903.57 1
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0
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0
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360 70,160.65 1
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0
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360 69,653.24 1
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1
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360 131,906.84 1
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0
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360 143,357.37 1
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0
8398752 E22/G02 F 102,400.00 ZZ
360 102,313.97 1
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0
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360 135,885.75 1
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0
8399028 W17/R44 F 30,400.00 T
360 30,379.61 1
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0436084149 01 08/01/03 0
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0
8399050 N56/G02 F 64,600.00 ZZ
360 64,547.04 1
1
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6.750 429.79
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0
8399062 S20/G02 F 58,500.00 ZZ
360 58,463.63 1
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0
8399096 M21/G02 F 105,450.00 ZZ
360 105,379.10 1
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0436062657 05 08/01/03 0
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0
8399118 M21/R44 F 83,200.00 ZZ
180 82,973.09 1
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0436050678 05 08/01/03 0
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0
8399120 M21/R44 F 72,000.00 ZZ
360 71,953.61 1
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0
8399126 M21/G02 F 200,000.00 ZZ
360 199,791.18 1
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XX XXXXX XX 00000 5 06/06/03 34
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1
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0
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360 75,944.71 1
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XX XXXXXXXXXX XX 00000 5 06/10/03 34
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0
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360 107,024.41 1
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0
8399182 M21/R44 F 68,000.00 ZZ
360 67,956.63 1
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7.750 510.87
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0
8399206 M21/R44 F 200,000.00 ZZ
360 199,835.73 1
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0
8399214 M21/G02 F 140,250.00 ZZ
360 140,154.93 1
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0
1
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360 144,794.59 1
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0
8399240 M21/R44 F 215,000.00 ZZ
360 214,827.21 1
7.100 1,444.87 46
6.600 1,444.87
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0
8399250 M21/G02 F 250,000.00 ZZ
360 249,801.06 1
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0
8399254 M21/R44 F 216,000.00 ZZ
360 215,839.69 1
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0436050959 05 08/01/03 0
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0
8399268 M21/G02 F 197,600.00 ZZ
360 197,437.70 1
6.990 1,313.32 80
6.740 1,313.32
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0436061378 05 08/01/03 0
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0
8399274 M21/R44 F 80,000.00 ZZ
360 79,956.20 1
8.990 643.13 80
8.490 643.13
1
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0436124366 03 08/01/03 0
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0
8399276 M21/R44 F 160,000.00 ZZ
360 159,875.18 1
7.250 1,091.49 60
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AREA XX XXXXXXX XX 00000 5 06/03/03 34
0436060339 05 08/01/03 0
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0
8399282 M21/R44 F 150,000.00 ZZ
360 149,876.80 1
6.990 996.95 59
6.490 996.95
XXX XXXXX XX 00000 5 06/03/03 34
0436061667 05 08/01/03 0
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0
8399300 M21/G02 F 87,000.00 ZZ
360 86,930.08 1
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6.850 584.67
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0436062475 03 08/01/03 0
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0
8399326 M21/R44 F 220,000.00 ZZ
360 219,795.25 1
6.350 1,368.92 57
5.850 1,368.92
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0436066260 05 08/01/03 0
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0
8399332 M21/G02 F 418,000.00 ZZ
360 417,622.12 1
6.500 2,642.05 69
6.250 2,642.05
XXX XXXXX XX 00000 5 06/06/03 34
0436062335 05 08/01/03 0
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0
1
8399336 M21/G02 F 119,000.00 ZZ
360 118,901.49 1
6.950 787.72 85
6.700 787.72
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0436059950 03 08/01/03 0
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0
8399342 M21/R44 F 236,970.00 ZZ
360 236,820.42 1
8.300 1,788.62 90
7.800 1,788.62
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0436059612 05 08/01/03 0
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0
8399344 M21/R44 F 94,500.00 ZZ
360 94,436.46 1
7.990 692.75 90
7.490 692.75
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0436062459 05 08/01/03 0
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0
8399346 M21/R44 F 69,000.00 ZZ
360 68,937.62 1
6.500 436.13 67
6.000 436.13
XXXXXX XXXXX XX 00000 5 06/10/03 00
0436060024 05 08/01/03 0
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0
8399348 M21/R44 F 325,000.00 ZZ
360 324,733.07 1
6.990 2,160.06 82
6.490 2,160.06
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0436061857 05 08/01/03 0
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0
8399350 M21/R44 F 60,000.00 ZZ
180 59,833.41 1
1
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0436068100 05 08/01/03 0
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0
8399356 M21/G02 F 56,000.00 ZZ
180 55,841.01 1
8.200 541.66 80
7.950 541.66
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0436124424 05 08/01/03 0
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0
8399358 M21/G02 F 60,800.00 ZZ
360 60,756.21 1
7.650 431.39 80
7.400 431.39
XXXXX XXXXX XX 00000 5 06/11/03 34
0436059919 01 08/01/03 0
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0
8399362 M21/R44 F 50,000.00 ZZ
360 49,962.89 1
7.500 349.61 55
7.000 349.61
XXXXXXX XX 00000 5 06/09/03 00
0436063978 05 08/01/03 0
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0
8399364 M21/G02 F 84,000.00 ZZ
360 83,927.67 1
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6.500 544.83
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0
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360 134,877.95 1
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0
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360 66,550.57 1
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0
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0
8399394 M21/G02 F 170,000.00 ZZ
360 169,880.01 2
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8399398 M21/R44 F 151,500.00 ZZ
180 151,044.45 1
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180 63,827.02 1
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1
8399404 M21/G02 F 250,000.00 ZZ
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0
8399406 M21/R44 F 158,000.00 ZZ
360 157,888.48 1
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0
8399410 M21/G02 F 53,910.00 ZZ
360 53,877.33 1
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240 131,753.63 1
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0
8399414 M21/R44 F 65,000.00 ZZ
360 64,963.74 1
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0
8399422 M21/R44 F 144,500.00 ZZ
360 144,381.31 1
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1
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0
8399426 M21/R44 F 181,000.00 ZZ
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0
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360 111,914.35 1
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0
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360 299,734.02 1
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0
8399452 M21/G02 F 78,500.00 ZZ
360 78,436.91 1
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180 44,864.09 1
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0
8399488 M21/G02 F 59,500.00 ZZ
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0
8399490 M21/R44 F 283,500.00 ZZ
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0
8399494 J95/G02 F 84,800.00 ZZ
360 84,623.77 1
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0
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0
8399508 M21/G02 F 91,500.00 ZZ
360 91,417.28 1
1
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0
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0
8399514 M21/R44 F 115,700.00 ZZ
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0
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0
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0
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360 159,903.06 1
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0
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0
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0
8399634 M21/R44 F 104,000.00 ZZ
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0
8399636 M21/G02 F 40,000.00 ZZ
360 39,970.61 1
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0
8399638 M21/G02 F 54,400.00 ZZ
360 54,359.62 1
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0
1
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360 143,918.85 1
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0
8399658 M21/G02 F 55,000.00 ZZ
360 54,957.09 1
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0
8399660 M21/R44 F 60,000.00 ZZ
360 59,962.50 1
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0
8399662 M21/R44 F 40,500.00 ZZ
360 40,457.86 1
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0
8399668 M21/G02 F 248,000.00 ZZ
360 247,591.44 2
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0
8399672 M21/R44 F 174,000.00 ZZ
360 173,681.48 1
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1
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0
8399688 M21/R44 F 335,000.00 ZZ
360 334,761.16 1
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0
8399692 M21/G02 F 151,000.00 ZZ
180 150,271.77 1
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XXX XXXXXXXXX XX 00000 5 06/11/03 00
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0
8399726 Q14/G02 F 255,000.00 ZZ
360 254,620.32 1
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0
8399784 M21/R44 F 112,000.00 ZZ
360 111,927.84 1
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0
8399806 M21/R44 F 92,000.00 ZZ
360 91,940.12 1
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0
1
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180 398,732.52 1
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0
8399818 M21/R44 F 103,500.00 ZZ
360 103,437.94 1
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0
8399820 M21/R44 F 139,500.00 ZZ
360 139,412.84 1
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0
8399822 J95/G02 F 292,000.00 ZZ
360 291,626.32 1
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8.000 2,193.70
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0436045348 05 07/01/03 0
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0
8399826 M21/R44 F 248,000.00 ZZ
360 247,728.55 1
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0436063309 05 08/01/03 0
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0
8399828 M21/R44 F 202,000.00 ZZ
360 201,787.09 1
1
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5.200 1,172.41
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0436068001 05 08/01/03 0
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0
8399836 M21/R44 F 113,000.00 ZZ
360 112,921.04 1
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7.300 813.46
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0436061519 05 08/01/03 0
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0
8399840 M21/G02 F 215,000.00 T
360 214,805.63 1
6.500 1,358.95 62
6.250 1,358.95
XXX XXXXXX XX 00000 5 06/06/03 34
0436060321 05 08/01/03 0
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0
8399852 M21/G02 F 106,000.00 T
360 105,721.98 1
6.700 683.99 53
6.450 683.99
XXX XXXXX XX 00000 5 04/08/03 00
0436058929 01 06/01/03 0
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0
8399856 M21/G02 F 210,000.00 ZZ
360 209,813.81 1
6.600 1,341.19 47
6.350 1,341.19
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0436062160 05 08/01/03 0
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0
8399860 Q14/G02 F 68,000.00 ZZ
360 67,949.53 1
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0436051601 27 08/01/03 0
1
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0
8399866 M21/R44 F 165,000.00 ZZ
360 164,850.83 1
6.500 1,042.92 56
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0436061782 05 08/01/03 0
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0
8399874 M21/G02 F 360,000.00 ZZ
360 359,658.41 1
6.250 2,216.59 90
6.000 2,216.59
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0436060008 05 08/01/03 0
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0
8399882 M21/R44 F 124,000.00 ZZ
360 123,915.09 1
7.900 901.24 80
7.400 901.24
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0436063408 05 08/01/03 0
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0
8399888 M21/R44 F 180,000.00 ZZ
360 179,863.71 1
7.400 1,246.29 66
6.900 1,246.29
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0436060354 05 08/01/03 0
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0
8399904 M21/G02 F 126,500.00 ZZ
360 126,388.93 1
6.650 812.09 50
6.400 812.09
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0436062723 05 08/01/03 0
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0
1
8399906 M21/G02 F 88,250.00 ZZ
360 88,140.47 1
8.400 672.32 95
8.150 672.32
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0436061147 05 07/01/03 0
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0
8399912 M21/G02 F 53,500.00 ZZ
180 53,319.92 1
6.250 458.73 64
6.000 458.73
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0436065163 05 08/01/03 0
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0
8399914 M21/R44 F 121,550.00 ZZ
360 121,450.36 1
7.000 808.68 85
6.500 808.68
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0436062103 05 08/01/03 0
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0
8399916 M21/R44 F 296,000.00 ZZ
180 295,065.32 1
6.990 2,658.88 75
6.490 2,658.88
XXXX XXXXXXX XX 00000 5 06/11/03 00
0436061063 05 08/01/03 0
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0
8399918 M21/R44 F 53,000.00 TX
360 52,966.88 1
8.350 401.91 54
7.850 401.91
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0436063697 05 08/01/03 0
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0
8399920 M21/R44 F 80,000.00 ZZ
360 79,934.29 1
6.990 531.71 80
6.490 531.71
1
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0436061956 05 08/01/03 0
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0
8399926 M21/G02 F 60,000.00 ZZ
180 59,804.03 1
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6.350 525.97
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0436066534 05 08/01/03 0
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0
8399928 M21/G02 F 81,750.00 ZZ
360 81,685.44 1
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0436060313 05 08/01/03 0
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0
8399938 M21/G02 F 40,800.00 TX
360 40,772.56 1
7.990 299.10 80
7.740 299.10
XXX XXXXXXX XX 00000 5 06/10/03 34
0436060446 05 08/01/03 0
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0
8399948 M21/G02 F 54,000.00 ZZ
180 53,822.10 1
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6.250 470.40
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0436064786 05 08/01/03 0
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0
8399954 M21/G02 F 97,100.00 ZZ
180 96,801.56 1
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0436061949 03 08/01/03 0
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0
1
8399958 M21/G02 F 150,000.00 ZZ
360 149,877.04 1
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6.750 997.96
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0436059737 05 08/01/03 0
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0
8399970 M21/G02 F 365,750.00 ZZ
360 365,444.23 2
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0436129043 05 08/01/03 0
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0
8399980 M21/G02 F 57,715.00 ZZ
360 57,685.08 1
9.250 474.81 85
9.000 474.81
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0436062533 05 08/01/03 0
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0
8399986 M21/R44 F 202,500.00 ZZ
360 202,363.84 1
7.990 1,484.47 75
7.490 1,484.47
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0436068266 05 08/01/03 0
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0
8399990 M21/G02 F 76,000.00 ZZ
180 75,757.07 1
6.850 676.76 76
6.600 676.76
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0436059729 05 08/01/03 0
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0
8399992 Q14/G02 F 50,000.00 ZZ
360 49,925.55 1
1
7.500 349.61 61
7.250 349.61
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0436065452 05 07/01/03 0
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0
8399994 Q14/R44 F 143,500.00 ZZ
360 143,382.37 1
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6.500 954.71
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0436052823 05 08/01/03 0
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0
8399996 M21/G02 F 148,500.00 ZZ
360 148,389.79 1
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7.250 1,038.34
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0436062111 05 08/01/03 0
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0
8400006 M21/R44 F 75,000.00 ZZ
180 74,781.33 1
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7.400 712.42
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0436059836 05 08/01/03 0
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0
8400012 M21/G02 F 132,000.00 ZZ
360 131,897.02 1
7.250 900.48 80
7.000 900.48
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0436058994 05 08/01/03 0
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0
8400030 Q14/R44 F 108,500.00 ZZ
360 108,371.42 1
8.625 843.90 64
8.125 843.90
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0436057103 05 07/01/03 0
1
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0
8400050 M21/G02 F 133,200.00 ZZ
360 133,096.09 1
7.250 908.66 90
7.000 908.66
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0436059588 05 08/01/03 0
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0
8400062 M21/G02 F 220,000.00 ZZ
360 219,637.57 1
6.990 1,462.19 74
6.740 1,462.19
XXXX XXXXXX XX 00000 5 05/23/03 34
0436066468 05 07/01/03 0
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0
8400064 M21/G02 F 283,500.00 ZZ
180 282,555.94 1
6.375 2,450.15 90
6.125 2,450.15
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0436064273 05 08/01/03 0
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0
8400066 M21/R44 F 66,600.00 ZZ
360 66,550.57 1
7.500 465.68 90
7.000 465.68
XXXXXXXXX XX 00000 5 06/11/03 34
0436066385 05 08/01/03 0
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0
8400074 M21/G02 F 150,000.00 ZZ
360 149,864.39 1
6.500 948.11 75
6.250 948.11
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0436064489 05 08/01/03 0
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0
1
8400080 M21/G02 F 161,500.00 ZZ
360 161,348.23 1
6.300 999.65 95
6.050 999.65
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0436062707 05 08/01/03 0
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0
8400082 M21/G02 F 208,800.00 ZZ
360 208,611.24 1
6.500 1,319.76 90
6.250 1,319.76
XXXXXXXX XX 00000 5 06/09/03 34
0436060016 05 08/01/03 0
0000936804 O 07/01/33
0
8400084 M21/R44 F 61,250.00 ZZ
240 61,151.69 1
8.450 529.61 63
7.950 529.61
XXXXXXX XX 00000 5 06/09/03 34
0436050728 05 08/01/03 0
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0
8400090 M21/R44 F 58,500.00 ZZ
360 58,465.28 1
8.600 453.97 77
8.100 453.97
XXXXX XXXX XX 00000 5 06/09/03 34
0436062608 05 08/01/03 0
0000000000 O 07/01/33
0
8400092 M21/G02 F 225,000.00 ZZ
360 224,811.89 1
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0
8403510 P37/R44 F 99,200.00 ZZ
180 99,020.26 2
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0
8403526 X81/G02 F 196,000.00 ZZ
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1
8403552 P37/G02 F 100,000.00 ZZ
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0
8403564 P37/R44 F 168,000.00 ZZ
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0
8403576 P37/G02 F 76,500.00 ZZ
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0
8403580 P37/G02 F 111,120.00 ZZ
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0
8403584 P37/R44 F 58,500.00 ZZ
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8403594 Q14/G02 F 46,500.00 T
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1
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0
8403598 P37/R44 F 74,800.00 ZZ
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0
8403612 P37/G02 F 130,500.00 ZZ
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0
8403618 P37/G02 F 146,200.00 ZZ
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0
8403632 P37/R44 F 184,000.00 ZZ
360 183,607.87 1
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0
8403644 P37/R44 F 120,750.00 ZZ
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1
8403766 M07/G02 F 112,000.00 ZZ
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0
8403778 W39/G02 F 70,400.00 ZZ
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0
8403832 X13/G02 F 146,700.00 ZZ
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0
8403834 P01/R44 F 168,000.00 ZZ
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0
8403944 X13/G02 F 87,400.00 ZZ
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0
8405092 S64/R44 F 71,500.00 ZZ
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1
11.375 701.25 55
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0
8405128 X08/G02 F 100,000.00 ZZ
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0
8405276 N56/R44 F 107,100.00 ZZ
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0
8405346 P67/G02 F 168,750.00 ZZ
360 168,624.77 2
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0
8405524 Q87/R44 F 41,600.00 ZZ
360 41,561.02 1
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0
8405620 Q87/G02 F 45,000.00 ZZ
360 44,937.86 1
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0
8405624 X78/G02 F 144,000.00 ZZ
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0
8405688 T87/T87 F 29,180.00 ZZ
180 29,163.02 1
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0
8405692 T87/T87 F 45,000.00 ZZ
180 44,926.45 1
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0
8405696 T87/T87 F 28,000.00 ZZ
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0
8405700 T87/T87 F 49,000.00 ZZ
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0
1
8405706 T87/T87 F 62,000.00 ZZ
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0
8405710 T87/T87 F 31,600.00 ZZ
180 31,582.99 1
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0
8405716 T87/T87 F 51,600.00 ZZ
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0
8405720 T87/T87 F 43,000.00 ZZ
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0
8405722 W39/R44 F 81,250.00 ZZ
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0
8405726 T87/T87 F 44,800.00 ZZ
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1
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0
8405730 T87/T87 F 33,950.00 ZZ
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0
8405734 T87/T87 F 45,555.00 ZZ
180 45,525.40 1
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0
8405736 U97/G02 F 288,000.00 ZZ
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0
8405740 T87/T87 F 34,600.00 ZZ
180 34,578.25 1
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0
8405744 T87/T87 F 43,000.00 ZZ
180 42,889.18 1
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0
1
8405746 T87/T87 F 23,800.00 ZZ
180 23,769.53 1
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0
8405752 T87/T87 F 41,000.00 ZZ
180 40,955.94 1
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0
8405758 T87/T87 F 64,713.00 ZZ
180 64,691.62 1
11.350 633.46 30
10.850 633.46
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0
8405762 T87/T87 F 30,000.00 ZZ
180 29,985.06 1
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12.150 323.68
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4040011720 05 07/01/03 0
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0
8405766 T87/T87 F 23,550.00 ZZ
180 23,538.27 1
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4040011906 05 07/01/03 0
4040011906 O 06/01/18
0
8405826 T87/T87 F 16,000.00 ZZ
180 15,993.64 1
1
13.650 185.16 20
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6100002054 05 07/01/03 0
6100002054 O 06/01/18
0
8405828 T87/T87 F 21,600.00 ZZ
180 21,565.84 1
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0
8405830 T87/T87 F 16,800.00 ZZ
180 16,791.36 1
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12.000 179.30
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3030026768 05 07/01/03 0
3030026768 O 06/01/18
0
8405832 Y13/G02 F 82,450.00 ZZ
360 82,384.07 1
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6.875 555.48
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0436095723 05 08/01/03 0
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0
8405834 T87/T87 F 58,200.00 ZZ
180 58,176.11 1
10.350 525.87 24
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1010026488 05 08/01/03 0
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0
8405836 T87/T87 F 191,250.00 ZZ
360 191,066.78 1
6.200 1,171.35 85
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1010026865 05 08/01/03 0
1
1010026865 O 07/01/33
0
8405838 T87/T87 F 286,300.00 ZZ
360 286,058.29 2
6.850 1,876.01 70
6.350 1,876.01
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0
8405840 T87/T87 F 234,000.00 ZZ
360 233,766.60 1
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1010026896 05 08/01/03 0
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0
8405842 T87/T87 F 154,000.00 ZZ
360 153,875.00 1
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3030027086 05 08/01/03 0
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0
8405844 T87/T87 F 93,500.00 ZZ
360 93,409.56 1
6.150 569.63 85
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3030027319 05 08/01/03 0
3030027319 O 07/01/33
0
8405846 T87/T87 F 228,000.00 ZZ
360 227,617.68 1
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0
1
8405848 T87/T87 F 197,000.00 ZZ
360 196,835.30 1
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0
8405850 T87/T87 F 119,468.80 ZZ
360 119,262.48 1
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4040011925 05 07/01/03 0
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0
8405852 T87/T87 F 104,000.00 ZZ
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1010026755 05 08/01/03 0
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0
8405854 T87/T87 F 212,000.00 ZZ
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1010026851 05 08/01/03 0
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0
8405856 T87/T87 F 138,600.00 ZZ
360 138,474.70 1
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1010026857 09 08/01/03 0
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0
8405858 T87/T87 F 140,250.00 ZZ
360 140,155.89 1
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1
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1010026880 07 08/01/03 0
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0
8405862 T87/T87 F 162,450.00 ZZ
360 162,339.88 1
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0
8405864 T87/T87 F 193,000.00 ZZ
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0
8405866 T87/T87 F 115,650.00 ZZ
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0
8405868 T87/T87 F 50,400.00 ZZ
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0
8405886 T87/T87 F 174,400.00 ZZ
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0
1
8405888 T87/T87 F 139,500.00 ZZ
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0
8405890 T87/T87 F 342,000.00 ZZ
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0
8405892 T87/T87 F 120,000.00 ZZ
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0
8405894 T87/T87 F 218,500.00 ZZ
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0
8405898 T87/T87 F 141,300.00 ZZ
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0
8405900 T87/T87 F 315,000.00 ZZ
360 314,734.05 1
1
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0
8405904 T87/T87 F 89,250.00 ZZ
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0
8405906 T87/T87 F 157,000.00 ZZ
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3030027006 05 08/01/03 0
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0
8405912 T87/T87 F 175,100.00 ZZ
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0
8405914 R26/G02 F 249,000.00 ZZ
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0
8405918 T87/T87 F 72,000.00 ZZ
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1
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0
8405920 T87/T87 F 74,800.00 ZZ
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0
8405922 T87/T87 F 109,200.00 ZZ
360 109,105.98 1
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6.250 708.27
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3030027103 05 08/01/03 0
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0
8405924 T87/T87 F 244,000.00 ZZ
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1010026610 05 07/01/03 0
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0
8405926 T87/T87 F 161,500.00 ZZ
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0
8405932 T87/T87 F 85,500.00 ZZ
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6.450 537.61 90
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0
1
8405934 T87/T87 F 244,000.00 ZZ
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0
8405936 T87/T87 F 102,000.00 ZZ
360 101,941.92 1
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8.300 806.08
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0
8405938 T87/T87 F 176,500.00 ZZ
360 176,253.80 1
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7.325 1,273.63
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3030026794 05 07/01/03 0
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0
8405940 T87/T87 F 140,000.00 ZZ
360 139,767.53 2
6.950 926.73 61
6.450 926.73
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1010026598 05 07/01/03 0
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0
8405942 T87/T87 F 173,000.00 ZZ
360 172,805.23 2
5.350 966.06 51
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1010026906 05 08/01/03 0
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0
8405946 T87/T87 F 72,000.00 ZZ
360 71,905.68 1
8.350 545.99 80
7.850 545.99
1
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3030026989 05 07/01/03 0
3030026989 O 06/01/33
0
8405952 T87/T87 F 115,000.00 ZZ
360 114,747.67 1
5.500 652.96 45
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1010026609 05 07/01/03 0
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0
8405954 T87/T87 F 117,800.00 ZZ
360 117,733.62 1
8.850 935.16 95
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0
8405960 T87/T87 F 154,800.00 ZZ
360 154,699.25 1
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8405972 T87/T87 F 201,000.00 ZZ
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8405988 T87/T87 F 103,750.00 ZZ
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8405990 T87/T87 F 150,000.00 ZZ
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8406046 T87/T87 F 540,000.00 ZZ
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0
8406052 T87/T87 F 22,600.00 ZZ
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1
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0
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0
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0
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360 128,677.78 1
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0
8406088 X81/G02 F 68,000.00 ZZ
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8406092 T87/T87 F 440,000.00 ZZ
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8406098 T87/T87 F 80,000.00 ZZ
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0
8406102 T87/T87 F 288,000.00 ZZ
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1
8406110 T87/T87 F 134,550.00 ZZ
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8406114 T87/T87 F 128,000.00 ZZ
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0
8406118 T87/T87 F 161,500.00 ZZ
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0
8406122 T87/T87 F 42,989.00 ZZ
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8406126 T87/T87 F 58,778.00 ZZ
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0
8406130 T87/T87 F 73,500.00 T
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1
5.400 412.73 70
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8406140 T87/T87 F 284,200.00 ZZ
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0
8406144 T87/T87 F 136,000.00 ZZ
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0
8406148 T87/T87 F 105,300.00 ZZ
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0
8406152 T87/T87 F 95,200.00 ZZ
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0
8406156 P87/R44 F 57,600.00 ZZ
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0
8406158 T87/T87 F 161,000.00 ZZ
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0
8406160 P87/R44 F 50,000.00 ZZ
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0
8406164 T87/T87 F 155,000.00 ZZ
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0
8406168 T87/T87 F 100,000.00 ZZ
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0
8406174 T87/T87 F 81,000.00 ZZ
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1
8406182 T87/T87 F 76,950.00 ZZ
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8406186 T87/T87 F 52,500.00 ZZ
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0
8406190 T87/T87 F 120,000.00 ZZ
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0
8406192 T87/T87 F 158,000.00 ZZ
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3030026897 05 07/01/03 0
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0
8406194 T87/T87 F 154,000.00 T
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3030026945 05 08/01/03 0
3030026945 O 07/01/18
0
8406196 T87/T87 F 263,500.00 ZZ
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2020030517 O 07/01/18
0
8406198 T87/T87 F 23,800.00 ZZ
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0
8406200 T87/T87 F 22,780.00 ZZ
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3030026878 05 07/01/03 0
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0
8406204 T87/T87 F 190,431.63 ZZ
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0
8406206 T87/T87 F 13,900.00 ZZ
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0
8406208 T87/T87 F 24,000.00 ZZ
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0
1
8406210 T87/T87 F 136,500.00 ZZ
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0
8406212 T87/T87 F 166,500.00 ZZ
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0
8406214 T87/T87 F 123,300.00 ZZ
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0
8406218 T87/T87 F 91,800.00 ZZ
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0
8406222 T87/T87 F 130,500.00 ZZ
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0
8406226 T87/T87 F 245,000.00 ZZ
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1
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0
8406228 T87/T87 F 144,800.00 ZZ
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1010026552 05 06/29/03 0
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0
8406230 T87/T87 F 133,000.00 T
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1010026884 07 08/01/03 0
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0
8406232 T87/T87 F 19,000.00 ZZ
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1010026045 05 07/01/03 0
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0
8406234 T87/T87 F 42,000.00 ZZ
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3030026633 05 07/01/03 0
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0
8406240 T87/T87 F 35,400.00 ZZ
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1
4040011845 O 06/01/18
0
8406244 T87/T87 F 12,600.00 ZZ
180 12,555.34 1
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3030026749 05 07/01/03 0
3030026749 O 06/01/18
0
8406248 T87/T87 F 56,000.00 ZZ
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0
8406256 T87/T87 F 33,600.00 ZZ
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0
8406262 T87/T87 F 60,000.00 ZZ
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0
8406264 Q64/R44 F 44,000.00 ZZ
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0436065502 05 07/01/03 0
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0
1
8406268 T87/T87 F 29,600.00 ZZ
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0
8406270 T87/T87 F 67,700.00 ZZ
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0
8406276 T87/T87 F 26,600.00 ZZ
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3030026742 05 07/01/03 0
3030026742 O 06/01/18
0
8406280 T87/T87 F 38,400.00 ZZ
180 38,350.85 1
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7.750 288.49
XX XXXXXX XX 00000 5 05/13/03 00
3030026788 05 07/01/03 0
3030026788 O 06/01/18
0
8406286 T87/T87 F 28,800.00 ZZ
180 28,782.88 1
11.850 292.92 20
11.350 292.92
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2020030473 05 07/01/03 0
2020030473 O 06/01/18
0
8406290 T87/T87 F 77,000.00 ZZ
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11.000 762.53
1
XXXXXXXX XX 00000 5 05/02/03 00
1010026362 05 07/01/03 0
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0
8406296 T87/T87 F 56,000.00 ZZ
180 55,950.13 1
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1010026490 O 06/01/18
0
8406300 T87/T87 F 61,000.00 ZZ
180 60,959.06 1
11.300 594.79 20
10.800 594.79
XXXXX XXXXXXXX XX 00000 1 05/22/03 00
1010026611 05 07/01/03 0
1010026611 O 06/01/18
0
8406304 Q64/G02 F 142,500.00 ZZ
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8.375 1,247.95
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0436066112 05 07/01/03 0
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0
8406308 T87/T87 F 28,800.00 ZZ
180 28,763.13 1
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7.750 216.37
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3030026575 05 07/01/03 0
3030026575 O 06/01/18
0
8406310 T87/T87 F 14,400.00 ZZ
180 14,390.01 1
11.150 138.77 20
10.650 138.77
XXXX XX 00000 5 05/02/03 00
2020030225 05 07/01/03 0
2020030225 O 06/01/18
0
1
8406316 T87/T87 F 49,600.00 ZZ
180 49,570.50 1
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11.350 504.48
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0
8406326 T87/T87 F 45,000.00 ZZ
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0
8406330 T87/T87 F 12,000.00 ZZ
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11.600 124.36
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2020030227 05 07/01/03 0
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0
8406334 Q64/R44 F 64,800.00 ZZ
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0436071799 05 08/01/03 0
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0
8406336 T87/T87 F 37,600.00 ZZ
180 37,566.24 1
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9.450 328.58
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4040011745 05 07/01/03 0
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0
8406338 T87/T87 F 26,380.00 ZZ
180 26,343.94 1
1
9.900 229.56 20
9.400 229.56
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3030026583 05 06/01/03 0
3030026583 O 05/01/18
0
8406344 T87/T87 F 42,000.00 ZZ
180 41,959.38 1
9.600 356.23 20
9.100 356.23
XX XXXXX XX 00000 1 05/15/03 00
4040011698 01 07/01/03 0
4040011698 O 06/01/18
0
8406350 T87/T87 F 27,500.00 ZZ
180 27,488.34 1
10.200 245.41 10
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1010026658 05 08/01/03 0
1010026658 O 07/01/18
0
8406354 T87/T87 F 37,800.00 ZZ
180 37,774.36 1
11.250 367.14 20
10.750 367.14
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4040011576 05 07/01/03 0
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1
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0
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0
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0
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0
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0
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0
8416896 T87/T87 F 74,800.00 ZZ
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1
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0
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0
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0
8416908 T87/T87 F 39,100.00 ZZ
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1
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0
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312 143,660.44 1
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0
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0
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0
8416916 T87/T87 F 95,000.00 ZZ
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0
8416918 T87/T87 F 85,000.00 ZZ
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0
1
8416920 T87/T87 F 130,500.00 ZZ
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0
8416922 T87/T87 F 55,000.00 ZZ
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0
8416924 T87/T87 F 67,500.00 ZZ
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0
8416926 T87/T87 F 28,800.00 ZZ
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0
8416928 T87/T87 F 87,500.00 ZZ
240 87,231.96 1
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XXX XXXXX XX 00000 5 05/23/03 00
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0
8416930 T87/T87 F 115,000.00 ZZ
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1
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0
8416932 T87/T87 F 219,000.00 ZZ
216 218,506.38 1
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WADING XXXXX XX 00000 5 06/06/03 00
6100002036 05 08/01/03 0
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0
8416934 T87/T87 F 127,000.00 ZZ
216 126,389.34 1
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0
8416936 T87/T87 F 270,300.00 ZZ
180 269,326.19 1
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XXX XXXXXXX XX 00000 2 05/30/03 23
1010026761 05 08/01/03 0
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0
8416940 T87/T87 F 35,000.00 ZZ
180 34,887.64 1
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6.300 310.69
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3030027102 05 08/01/03 0
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0
8416942 T87/T87 F 55,100.00 ZZ
180 54,965.83 1
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3030027048 05 08/01/03 0
1
3030027048 O 07/01/18
0
8416944 T87/T87 F 100,000.00 ZZ
180 99,503.25 1
7.700 938.42 77
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XXXX XXXXXXXX XX 00000 5 06/05/03 00
7000005669 05 08/01/03 0
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0
8416946 T87/T87 F 140,250.00 ZZ
180 139,364.28 1
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0
8416948 T87/T87 F 76,000.00 ZZ
180 75,762.30 1
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0
8416950 T87/T87 F 103,500.00 ZZ
180 102,907.69 2
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0
8416952 T87/T87 F 75,600.00 ZZ
180 75,389.16 1
8.400 740.04 90
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3030027377 05 08/01/03 0
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0
1
8416954 T87/T87 F 60,000.00 ZZ
180 59,826.59 1
7.999 573.36 46
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0
8416956 T87/T87 F 35,600.00 ZZ
300 35,549.52 1
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3030026986 05 07/01/03 0
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0
8416960 T87/T87 F 47,900.00 ZZ
300 47,831.68 1
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6000016051 05 07/01/03 0
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0
8416962 T87/T87 F 42,400.00 ZZ
300 42,344.99 1
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10.400 412.51
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3030026831 05 07/01/03 0
3030026831 O 06/01/28
0
8416964 T87/T87 F 17,580.00 ZZ
300 17,558.72 1
11.300 176.14 20
10.800 176.14
XXXX XX 00000 1 05/30/03 00
3030027119 05 07/01/03 0
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0
8416966 T87/T87 F 12,400.00 ZZ
300 12,383.05 1
10.600 117.97 20
10.100 117.97
1
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3030026612 05 07/01/03 0
3030026612 O 06/01/28
0
8416968 T87/T87 F 27,000.00 ZZ
300 26,966.46 1
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10.650 267.57
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2020030408 05 07/01/03 0
2020030408 O 06/01/28
0
8416970 T87/T87 F 32,157.00 ZZ
300 32,115.27 1
10.900 312.86 20
10.400 312.86
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3030026716 09 07/01/03 0
3030026716 O 06/01/28
0
8416972 T87/T87 F 46,200.00 ZZ
300 46,127.04 1
9.750 411.71 20
9.250 411.71
XXXXXXXX XXXXXX XX 00000 5 05/20/03 00
3030026567 05 07/01/03 0
3030026567 O 06/01/28
0
8416974 T87/T87 F 49,000.00 ZZ
300 48,944.71 1
11.700 505.26 20
11.200 505.26
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3030026679 05 07/01/03 0
3030026679 O 06/01/28
0
8416978 T87/T87 F 21,980.00 ZZ
300 21,955.84 1
11.850 229.07 20
11.350 229.07
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3030026863 05 07/01/03 0
3030026863 O 06/01/28
0
1
8416980 T87/T87 F 28,600.00 ZZ
300 28,568.58 1
11.850 298.06 20
11.350 298.06
XXXXXXX XX 00000 5 05/22/03 00
3030026871 05 07/01/03 0
3030026871 O 06/01/28
0
8416982 T87/T87 F 21,000.00 ZZ
300 20,976.31 1
11.700 216.54 20
11.200 216.54
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0
8416984 T87/T87 F 36,000.00 ZZ
300 35,965.68 1
12.650 396.57 20
12.150 396.57
XXXXXX XX 00000 2 05/10/03 00
6100001958 05 07/01/03 0
6100001958 O 06/01/28
0
8416986 T87/T87 F 45,000.00 ZZ
300 44,918.06 1
8.900 374.57 16
8.400 374.57
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6000017274 05 07/01/03 0
6000017274 O 06/01/28
0
8416988 T87/T87 F 76,000.00 ZZ
300 75,916.51 1
11.850 792.04 20
11.350 792.04
XXXXXXX XX 00000 5 05/19/03 00
3030026145 09 07/01/03 0
3030026145 O 06/01/28
0
8416990 T87/T87 F 21,000.00 ZZ
240 20,950.60 1
1
10.900 215.34 20
10.400 215.34
XXXXXXXXXX XX 00000 1 05/09/03 00
3030026762 05 07/01/03 0
3030026762 O 06/01/23
0
8416992 T87/T87 F 24,000.00 ZZ
240 23,943.54 1
10.900 246.10 20
10.400 246.10
XXXXXXX XX 00000 1 05/02/03 00
3030026372 05 07/01/03 0
3030026372 O 06/01/23
0
8416994 T87/T87 F 46,000.00 ZZ
240 45,891.79 1
10.900 471.69 20
10.400 471.69
XXXXXX XX 00000 1 05/30/03 00
1010026669 05 07/01/03 0
1010026669 O 06/01/23
0
8416996 T87/T87 F 51,267.00 ZZ
240 51,203.75 2
10.500 511.84 14
10.000 511.84
XXXXXXXX XX 00000 5 06/13/03 00
0000000000 05 08/01/03 0
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0
8416998 T87/T87 F 35,980.00 ZZ
240 35,895.38 1
10.900 368.94 20
10.400 368.94
XXXXX XXXXXX XX 00000 1 05/19/03 00
3030026848 05 07/01/03 0
3030026848 O 06/01/23
0
8417000 T87/T87 F 35,000.00 ZZ
240 34,944.18 2
8.500 303.74 9
8.000 303.74
XXXXXX XXXXXX XX 00000 5 06/12/03 00
1010026843 05 08/01/03 0
1
1010026843 O 07/01/23
0
8417002 T87/T87 F 97,500.00 ZZ
240 97,397.39 1
11.700 1,053.24 25
11.200 1,053.24
XXXXXX XX 00000 5 05/30/03 00
4040011786 05 08/01/03 0
4040011786 O 07/01/23
0
8417004 T87/T87 F 69,500.00 ZZ
240 69,387.75 1
8.400 598.75 31
7.900 598.75
XXXXXXX XX 00000 5 06/06/03 00
0000000000 05 08/01/03 0
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0
8417008 T87/T87 F 26,800.00 ZZ
240 26,686.35 1
10.900 274.81 20
10.400 274.81
XXXXXXXXX XX 00000 1 05/05/03 00
0000000000 05 07/01/03 0
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0
8417010 T87/T87 F 28,400.00 ZZ
240 28,333.19 1
10.900 291.22 20
10.400 291.22
XXXXXXX XX 00000 5 05/21/03 00
3030026977 05 07/01/03 0
3030026977 O 06/01/23
0
8417012 T87/T87 F 21,060.00 ZZ
240 21,011.75 1
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YUKON OK 73099 5 06/23/03 23
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UXBRIDGE MA 01569 5 06/24/03 00
1010027051 05 08/01/03 0
1010027051 O 07/01/33
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8421166 T87/T87 F 100,000.00 ZZ
360 99,887.71 2
6.600 638.66 31
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MILFORD MA 01757 5 06/24/03 00
1010027055 05 08/01/03 0
1010027055 N 07/01/33
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8421168 T87/T87 F 120,500.00 ZZ
360 120,414.95 1
7.750 863.28 90
7.250 863.28
LAKE WORTH FL 33463 5 06/18/03 23
3030027479 09 08/01/03 0
1
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8421170 T87/T87 F 157,500.00 ZZ
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6.600 1,005.89 90
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TALLAHASSEE FL 32309 5 06/18/03 23
3030027376 09 08/01/03 0
3030027376 O 07/01/33
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8421172 T87/T87 F 195,500.00 ZZ
360 195,336.56 1
6.900 1,287.57 85
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CYPRESS CA 90630 5 06/17/03 23
4040012138 01 08/01/03 0
4040012138 O 07/01/33
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8421174 T87/T87 F 269,520.00 ZZ
360 269,307.12 1
7.200 1,829.47 90
6.700 1,829.47
FREETOWN MA 02702 1 06/24/03 23
1010026243 05 08/01/03 0
1010026243 O 07/01/33
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8421206 T87/T87 F 248,000.00 ZZ
360 247,821.40 1
7.650 1,759.60 80
7.150 1,759.60
GILBERT AZ 85296 5 06/25/03 00
8080016486 05 08/01/03 0
8080016486 O 07/01/33
0
8421208 T87/T87 F 102,400.00 ZZ
360 102,296.09 1
5.900 607.38 80
5.400 607.38
OKLAHOMA CITY OK 73165 1 06/27/03 00
2020030752 05 08/01/03 0
2020030752 O 07/01/33
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1
8421210 T87/T87 F 247,500.00 ZZ
360 247,306.92 1
7.250 1,688.39 90
6.750 1,688.39
DURHAM NC 27713 1 06/30/03 23
3030027731 09 08/01/03 0
3030027731 O 07/01/33
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8421212 T87/T87 F 148,500.00 ZZ
360 148,378.03 1
6.990 986.98 90
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KENNEWICK WA 99337 5 06/25/03 23
4040012129 05 08/01/03 0
4040012129 O 07/01/33
0
8421214 T87/T87 F 161,500.00 ZZ
360 161,391.85 1
8.010 1,186.16 90
7.510 1,186.16
SUITLAND MD 20746 5 06/18/03 23
1010026956 05 08/01/03 0
1010026956 O 07/01/33
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8421216 T87/T87 F 135,575.00 ZZ
360 135,460.54 1
6.850 888.37 85
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STONE MOUNTAIN GA 30083 5 06/20/03 23
3030027443 05 08/01/03 0
3030027443 O 07/01/33
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8421218 T87/T87 F 213,750.00 ZZ
360 213,621.83 1
8.550 1,651.14 75
8.050 1,651.14
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1010026949 05 08/01/03 0
1010026949 O 07/01/33
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8421220 L76/G02 F 66,300.00 ZZ
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7.250 452.28 85
7.000 452.28
1
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0436080618 05 08/01/03 0
991898 O 07/01/18
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8421222 T87/T87 F 94,500.00 ZZ
360 94,422.38 1
6.990 628.08 90
6.490 628.08
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1010026971 09 08/01/03 0
1010026971 O 07/01/33
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8421224 T87/T87 F 180,000.00 ZZ
360 179,841.96 1
6.650 1,155.54 74
6.150 1,155.54
PROSPECT CT 06712 5 06/19/03 00
1010026963 05 08/01/03 0
1010026963 O 07/01/33
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8421228 T87/T87 F 319,500.00 ZZ
360 319,181.32 1
5.990 1,913.52 90
5.490 1,913.52
NORTH ATTLEBORO MA 02760 5 06/25/03 23
1010027031 05 08/01/03 0
1010027031 O 07/01/33
0
8421232 T87/T87 F 250,000.00 ZZ
360 249,797.09 1
7.050 1,671.66 63
6.550 1,671.66
WAPPINGERS FALL NY 12590 5 06/20/03 00
7000006098 05 08/01/03 0
7000006098 O 07/01/33
0
8421234 T87/T87 F 196,000.00 ZZ
360 195,848.61 1
7.300 1,343.72 80
6.800 1,343.72
TOLLAND CT 06084 1 06/26/03 00
1010027131 05 08/01/03 0
1010027131 O 07/01/33
0
1
8421240 T87/T87 F 404,000.00 ZZ
360 403,574.18 1
5.700 2,344.82 70
5.200 2,344.82
NAPERVILLE IL 60564 5 06/20/03 00
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2020030759 O 07/01/33
0
8421242 T87/T87 F 240,000.00 ZZ
360 239,749.42 1
5.750 1,400.58 80
5.250 1,400.58
MANSFIELD MA 02048 2 06/18/03 00
1010026985 05 08/01/03 0
1010026985 O 07/01/33
0
8421248 T87/T87 F 81,900.00 ZZ
360 81,765.23 1
8.350 621.06 90
7.850 621.06
COLUMBIA SC 29203 5 06/25/03 23
3030027552 05 08/01/03 0
3030027552 O 07/01/33
0
8421250 T87/T87 F 440,100.00 ZZ
360 439,801.68 1
7.950 3,213.98 90
7.450 3,213.98
MARBLEHEAD MA 01945 1 06/27/03 23
1010027023 05 08/01/03 0
1010027023 O 07/01/33
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8421256 T87/T87 F 109,650.00 ZZ
360 109,586.25 2
8.700 858.71 85
8.200 858.71
WATERBURY CT 06706 1 06/30/03 23
1010027041 05 08/01/03 0
1010027041 O 07/01/33
0
8421258 T87/T87 F 193,500.00 ZZ
360 193,362.05 1
1
7.700 1,379.58 90
7.200 1,379.58
ABINGDON MD 21009 5 06/18/03 23
1010026986 05 08/01/03 0
1010026986 O 07/01/33
0
8421262 T87/T87 F 102,000.00 ZZ
360 101,930.86 1
7.950 744.89 89
7.450 744.89
ANTIOCH TN 37013 5 06/19/03 23
3030027450 05 08/01/03 0
3030027450 O 07/01/33
0
8421266 T87/T87 F 92,250.00 ZZ
360 92,188.10 1
8.000 676.90 84
7.500 676.90
VIRGINIA BEACH VA 23454 5 06/25/03 23
7000006282 09 08/01/03 0
7000006282 O 07/01/33
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8421272 T87/T87 F 103,700.00 ZZ
360 103,628.27 1
7.850 750.10 85
7.350 750.10
LAS VEGAS NV 89107 5 06/25/03 23
7000006134 05 08/01/03 0
7000006134 O 07/01/33
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8421274 T87/T87 F 111,200.00 ZZ
360 111,136.68 4
8.800 878.79 80
8.300 878.79
MERIDEN CT 06450 1 06/24/03 00
1010026745 05 08/01/03 0
1010026745 N 07/01/33
0
8421278 T87/T87 F 244,800.00 ZZ
360 244,621.92 3
7.600 1,728.48 80
7.100 1,728.48
BROOKLYN NY 11207 5 06/25/03 00
1010026944 05 08/01/03 0
1
1010026944 N 07/01/33
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8421282 S54/G02 F 99,800.00 ZZ
360 99,731.32 1
7.875 723.62 95
7.625 723.62
FRANKLIN OH 45005 5 06/27/03 23
0436099485 05 08/02/03 0
8117491 O 07/02/33
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8421288 T87/T87 F 190,000.00 ZZ
360 189,819.71 3
6.250 1,169.87 46
5.750 1,169.87
DORCHESTER MA 02121 5 06/25/03 00
1010026812 05 08/01/03 0
1010026812 O 07/01/33
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8421292 T87/T87 F 270,000.00 ZZ
360 269,762.94 2
6.650 1,733.31 60
6.150 1,733.31
STATEN ISLAND NY 10312 5 06/16/03 00
1010026892 05 08/01/03 0
1010026892 O 07/01/33
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8421294 T87/T87 F 218,450.00 ZZ
360 218,310.69 1
8.250 1,641.15 85
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PASADENA MD 21122 2 06/24/03 23
1010027044 05 08/01/03 0
1010027044 O 07/01/33
0
8421300 T87/T87 F 55,000.00 ZZ
360 54,959.18 2
7.500 384.57 33
7.000 384.57
BRIDGEPORT CT 06610 5 06/26/03 00
1010027067 05 08/01/03 0
1010027067 N 07/01/33
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1
8421304 T87/T87 F 69,700.00 ZZ
360 69,648.78 1
7.550 489.75 85
7.050 489.75
LAKELAND FL 33809 5 06/13/03 23
3030027367 05 08/01/03 0
3030027367 O 07/01/33
0
8421308 T87/T87 F 136,800.00 ZZ
360 136,712.76 1
8.250 1,027.74 90
7.750 1,027.74
EAGLE POINT OR 97524 1 06/24/03 23
8080016435 05 08/01/03 0
8080016435 O 07/01/33
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8421314 T87/T87 F 104,000.00 ZZ
360 103,930.21 1
8.000 763.12 75
7.500 763.12
PITTSBURGH PA 15209 5 06/23/03 00
7000005427 05 08/01/03 0
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8421316 T87/T87 F 280,000.00 ZZ
360 279,760.80 1
6.790 1,823.53 59
6.290 1,823.53
NEW HAVEN CT 06515 5 06/23/03 00
1010027016 05 08/01/03 0
1010027016 O 07/01/33
0
8421326 T87/T87 F 109,000.00 ZZ
360 108,912.40 3
7.100 732.52 54
6.600 732.52
NEWARK NJ 07104 5 06/25/03 00
1010027065 05 08/01/03 0
1010027065 O 07/01/33
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8421328 T87/T87 F 76,500.00 ZZ
360 76,443.23 1
7.500 534.90 90
7.000 534.90
1
CHATTANOOGA TN 37411 5 06/17/03 23
3030027403 05 08/01/03 0
3030027403 O 07/01/33
0
8421336 T87/T87 F 90,900.00 ZZ
360 90,841.77 1
8.250 682.91 90
7.750 682.91
SPARTANBURG SC 29303 5 06/25/03 23
3030027391 05 08/01/03 0
3030027391 O 07/01/33
0
8421344 T87/T87 F 94,000.00 ZZ
360 93,920.63 1
6.850 615.95 79
6.350 615.95
EAST HARTFORD CT 06108 5 06/11/03 00
7000005582 05 08/01/03 0
7000005582 O 07/01/33
0
8421348 T87/T87 F 157,200.00 ZZ
360 157,096.64 1
8.100 1,164.46 88
7.600 1,164.46
CHAPLIN CT 06285 5 06/11/03 23
7000005877 05 08/01/03 0
7000005877 O 07/01/33
0
8421352 T87/T87 F 71,250.00 ZZ
348 71,201.24 1
8.350 544.54 75
7.850 544.54
LAND O LAKES FL 34639 5 06/20/03 00
6000018552 05 08/01/03 0
6000018552 O 07/01/32
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8421358 T87/T87 F 123,500.00 ZZ
300 123,376.34 1
8.300 977.87 95
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MIAMI FL 33168 5 06/06/03 23
7000005996 05 08/01/03 0
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1
8421362 T87/T87 F 130,000.00 ZZ
300 129,839.51 1
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PUTNAM VALLEY NY 10579 5 06/25/03 00
1010027017 05 08/01/03 0
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8421366 T87/T87 F 260,000.00 ZZ
276 259,666.70 2
7.925 2,050.38 80
7.425 2,050.38
BRONX NY 10462 5 06/24/03 00
6100001881 05 08/01/03 0
6100001881 O 07/01/26
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8421368 T87/T87 F 191,750.00 ZZ
240 191,020.55 2
7.100 1,498.17 65
6.600 1,498.17
BRONX NY 10466 5 06/20/03 00
7000005850 05 07/25/03 0
7000005850 O 06/25/23
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8421372 T87/T87 F 177,000.00 ZZ
240 176,554.26 1
4.700 1,138.99 79
4.200 1,138.99
DERRY NH 03038 2 06/19/03 00
1010027025 05 08/01/03 0
1010027025 O 07/01/23
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8421376 T87/T87 F 201,000.00 ZZ
240 200,621.12 1
7.150 1,576.50 80
6.650 1,576.50
ATTLEBORO MA 02703 5 06/17/03 00
1010026854 05 08/01/03 0
1010026854 O 07/01/23
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8421382 T87/T87 F 124,000.00 ZZ
240 123,773.30 1
1
7.400 991.37 80
6.900 991.37
HILLIARD OH 43026 5 06/24/03 00
6000018896 05 08/01/03 0
6000018896 O 07/01/23
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8421386 S54/G02 F 51,000.00 ZZ
180 50,842.57 1
7.250 465.56 68
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DANA IN 47847 5 06/26/03 00
0436103261 05 08/01/03 0
8144948 O 07/01/18
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8421400 T87/T87 F 100,000.00 ZZ
240 99,827.04 1
7.850 827.13 83
7.350 827.13
MANCHESTER CT 06040 5 06/20/03 23
7000005801 05 08/01/03 0
7000005801 O 07/01/23
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8421410 W02/G02 F 80,750.00 ZZ
360 80,600.06 1
8.430 616.90 85
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HOUSTON PA 15342 5 04/30/03 23
0436096549 05 06/01/03 0
1002170081 N 05/01/33
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8421422 T87/T87 F 90,400.00 ZZ
180 90,097.02 1
6.300 777.58 80
5.800 777.58
TALLAHASSEE FL 32303 5 06/24/03 00
3030027525 09 08/01/03 0
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8421432 T87/T87 F 58,800.00 ZZ
180 58,642.49 1
8.850 591.16 80
8.350 591.16
OPELIKA AL 36801 5 06/24/03 00
8080016516 05 08/01/03 0
1
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8421438 W02/G02 F 246,000.00 T
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7.680 1,750.49 73
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FERNANDINA BEAC FL 32034 5 06/06/03 34
0436107668 01 08/01/03 0
1002272689 O 07/01/33
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8421442 T87/T87 F 58,650.00 ZZ
180 58,478.24 1
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PITTSBURGH PA 15207 5 06/30/03 23
6000018981 05 08/01/03 0
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8421444 T87/T87 F 200,500.00 ZZ
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6.200 1,713.68 35
5.700 1,713.68
PLEASANTVILLE NY 10570 5 06/25/03 00
1010027098 05 08/01/03 0
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8421450 W02/R44 F 60,000.00 ZZ
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8.100 465.61
FT. WAYNE IN 46806 5 06/10/03 34
0436102883 05 07/16/03 0
1002289138 O 06/16/33
0
8421456 T87/T87 F 49,600.00 ZZ
180 49,453.45 1
7.750 466.88 80
7.250 466.88
PACOLET SC 29372 5 06/25/03 00
3030027514 05 08/01/03 0
3030027514 O 07/01/18
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1
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8.500 418.10 75
8.000 418.10
ALBUQUERQUE NM 87121 5 06/05/03 34
0436100457 05 08/01/03 0
1002347985 N 07/01/33
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8421466 T87/T87 F 160,000.00 ZZ
180 159,490.80 1
6.900 1,429.20 70
6.400 1,429.20
WEST PALM BEACH FL 33412 5 06/17/03 00
3030027171 05 08/01/03 0
3030027171 O 07/01/18
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8421468 T87/T87 F 200,000.00 ZZ
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6.800 1,775.37 58
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COLLIERVILLE TN 38017 5 06/19/03 00
3030027000 09 08/01/03 0
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8421484 T87/T87 F 59,400.00 ZZ
132 59,148.12 1
9.800 736.98 90
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WAUCHULA FL 33873 5 06/25/03 23
6100002073 05 08/01/03 0
6100002073 O 07/01/14
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8421496 T87/T87 F 77,000.00 ZZ
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MOBILE AL 36695 5 06/14/03 00
6000019128 05 08/01/03 0
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1
OKLAHOMA CITY OK 73106 5 06/26/03 00
7000006231 05 08/01/03 0
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8421520 W02/R44 F 67,500.00 ZZ
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8.980 566.60
LAKE CITY MI 49651 5 06/02/03 23
0436108575 05 07/01/03 0
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8421524 T87/T87 F 26,000.00 ZZ
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LITHONIA GA 30038 5 06/25/03 00
3030027507 05 08/01/03 0
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8421536 T87/T87 F 22,600.00 ZZ
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11.500 229.73 20
11.000 229.73
TALLAHASSEE FL 32303 5 06/24/03 00
3030027526 09 08/01/03 0
3030027526 O 07/01/28
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8421546 T87/T87 F 15,460.00 ZZ
300 15,451.84 1
12.050 163.40 10
11.550 163.40
ORLANDO FL 32808 5 06/24/03 00
6000018969 05 08/01/03 0
6000018969 O 07/01/28
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8421550 T87/T87 F 52,690.00 ZZ
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10.700 533.15 14
10.200 533.15
SALEM MA 01970 5 06/11/03 00
7000005951 05 08/01/03 0
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1
8421560 T87/T87 F 27,000.00 ZZ
240 26,957.21 1
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TAMPA FL 33624 5 06/24/03 00
3030027582 09 08/01/03 0
3030027582 O 07/01/23
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8421566 T87/T87 F 24,200.00 ZZ
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SHERIDAN WY 82801 5 06/16/03 00
6100002106 05 08/01/03 0
6100002106 O 07/01/23
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8421572 W02/G02 F 161,250.00 ZZ
360 161,084.18 1
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JUPITER FL 33478 5 06/24/03 34
0436107353 05 08/01/03 0
1002426939 O 07/01/33
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8421574 S54/G02 F 166,000.00 ZZ
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BURLINGTON KY 41005 5 06/26/03 34
0436106090 05 08/01/03 0
600699150 O 07/01/33
0
8421584 T87/T87 F 26,660.00 ZZ
240 26,627.96 1
10.700 269.76 20
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ORLANDO FL 32833 1 06/24/03 00
3030027410 09 08/01/03 0
3030027410 O 07/01/23
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8421588 T87/T87 F 62,000.00 ZZ
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1
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GILBERT AZ 85296 5 06/25/03 00
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8421596 T87/T87 F 52,940.00 ZZ
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BOCA RATON FL 33496 2 06/14/03 00
6100002100 05 08/01/03 0
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8421604 T87/T87 F 47,000.00 ZZ
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11.100 488.34 21
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MONROE NY 10950 5 06/20/03 00
7000005924 01 07/25/03 0
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8421610 T87/T87 F 16,400.00 ZZ
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STONEHAM MA 02180 5 06/12/03 00
7000005701 05 08/01/03 0
7000005701 O 07/01/23
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8421616 W02/R44 F 123,750.00 ZZ
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FORT MYERS FL 33908 5 06/03/03 00
0436107460 27 08/01/03 0
1002445334 O 07/01/33
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8421622 T87/T87 F 35,000.00 ZZ
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BROOKLYN NY 11209 5 06/23/03 00
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1
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8421630 T87/T87 F 18,100.00 ZZ
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OKLAHOMA CITY OK 73141 1 06/25/03 00
2020030718 05 08/01/03 0
2020030718 O 07/01/18
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8421638 T87/T87 F 65,000.00 ZZ
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LAS VEGAS NV 89142 5 06/16/03 00
4040012139 09 08/01/03 0
4040012139 O 07/01/18
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8421646 T87/T87 F 28,400.00 ZZ
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10.900 321.02 19
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KENOSHA WI 53140 2 06/17/03 00
7000006199 05 08/01/03 0
7000006199 O 07/01/18
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8421652 W02/R44 F 72,016.00 ZZ
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HEATH OH 43056 5 05/28/03 00
0436102388 05 07/01/03 0
1002451316 N 06/01/33
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8421658 T87/T87 F 43,500.00 ZZ
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SILVER SPRING MD 20905 5 06/19/03 00
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1010026936 O 07/01/18
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1
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DEARBORN HEIGHT MI 48127 2 06/24/03 00
0436106645 05 07/30/03 0
1002458758 O 06/30/33
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8421668 T87/T87 F 71,000.00 ZZ
180 70,651.22 2
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0
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1
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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XX XXXXXXXX XX 00000 1 06/27/03 00
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0
1
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0
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0
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0
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0
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0
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0
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0
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0
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360 34,193.75 1
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0
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0
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0
1
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0
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0
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0
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0
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0
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1
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0
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360 15,497.17 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
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0
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0
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0
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0
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1
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0
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0
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360 20,992.29 1
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0
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360 12,147.78 1
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0
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0
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0
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0
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0
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360 15,147.23 1
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0
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0
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0
1
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0
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0
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0
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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1
8439230 147/G02 F 90,000.00 ZZ
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0
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0
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0
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0
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360 201,821.82 1
1
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0
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0
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0
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0
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0
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
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0
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0
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0
1
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0
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0
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0
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0
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0
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0
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0
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0
8439688 W58/G02 F 155,300.00 ZZ
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0
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0
8439692 Q87/R44 F 85,000.00 ZZ
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0
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0
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0
8439714 Q87/R44 F 160,000.00 ZZ
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0
8439728 Q31/G02 F 90,950.00 ZZ
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0
8439730 U85/R44 F 54,600.00 ZZ
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0
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0
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0
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0
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0
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0
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0
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0
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0
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180 55,694.82 1
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0
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0
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0
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360 63,925.69 1
1
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0
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302746 O 05/12/33
0
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0
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315390 O 06/22/18
0
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360 80,690.66 1
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0
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0
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180 116,917.41 1
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0
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180 43,006.50 1
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0
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180 32,268.42 1
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0
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0
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180 80,406.06 1
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0
1
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180 32,958.60 1
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0
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0
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360 50,934.73 1
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304629 O 06/09/33
0
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360 66,087.35 1
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0
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0
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180 127,581.44 1
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333938 O 06/16/18
0
8442612 K52/G02 F 39,000.00 ZZ
180 38,821.48 1
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XXXX XX 00000 5 06/10/03 34
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334393 O 06/21/18
0
8442614 K52/G02 F 84,600.00 ZZ
180 84,410.08 1
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334588 O 06/21/18
0
8442634 K52/R44 F 369,000.00 ZZ
360 368,337.48 1
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336880 O 06/28/33
0
8442640 K52/G02 F 55,500.00 ZZ
120 54,853.30 1
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0
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180 171,500.70 1
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307547 O 05/03/18
0
1
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0
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0
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0
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120 85,793.54 1
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315029 O 06/07/13
0
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318693 O 06/02/18
0
8442754 K52/G02 F 182,700.00 ZZ
180 181,508.39 1
1
6.650 1,606.62 90
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319307 O 06/03/18
0
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180 49,189.86 1
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320341 O 06/01/18
0
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180 43,219.91 1
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322199 O 06/03/18
0
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360 92,840.95 1
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323464 O 06/03/33
0
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360 110,333.81 1
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323491 O 06/02/33
0
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360 224,607.65 1
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1
323800 O 06/18/33
0
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120 46,571.83 1
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324611 O 06/08/13
0
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360 37,850.67 1
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324749 O 06/16/33
0
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180 74,002.12 1
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325174 O 06/02/18
0
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120 41,543.78 1
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325733 O 06/08/13
0
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180 55,672.38 1
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325735 O 06/16/18
0
1
8442898 K52/G02 F 54,000.00 ZZ
180 53,668.49 1
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329300 O 06/21/18
0
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180 178,681.00 1
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0436154108 05 07/14/03 0
329585 O 06/14/18
0
8442932 K52/G02 F 183,800.00 ZZ
180 183,476.34 1
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330608 O 06/03/18
0
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360 90,860.39 1
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330641 O 06/03/33
0
8442944 K52/G02 F 103,700.00 ZZ
180 103,530.75 1
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331327 O 06/11/18
0
8442968 S64/R44 F 124,950.00 ZZ
360 124,857.27 1
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1
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0436150361 05 08/08/03 0
03304116 O 07/08/33
0
8443086 P87/R44 F 204,000.00 ZZ
360 204,000.00 1
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74096 O 08/01/33
0
8443130 P87/R44 F 40,000.00 ZZ
180 39,976.38 1
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0436138713 05 08/01/03 0
BC73727 O 07/01/18
0
8443192 K52/R44 F 41,200.00 ZZ
360 41,166.74 1
10.450 375.34 80
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320199 O 06/28/33
0
8443198 K52/G02 F 167,110.00 ZZ
180 166,900.47 1
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0436139182 05 07/04/03 0
320257 O 06/04/18
0
8443200 K52/R44 F 55,500.00 ZZ
360 55,420.60 1
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0436144315 05 07/28/03 0
320260 O 06/28/33
0
1
8443224 K52/R44 F 55,000.00 ZZ
360 54,935.15 1
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320731 O 06/28/33
0
8443264 K52/R44 F 94,500.00 ZZ
360 94,410.33 1
6.250 581.86 70
5.750 581.86
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325686 O 07/05/33
0
8443266 K52/R44 F 60,800.00 ZZ
180 60,447.41 1
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0436116933 05 07/21/03 0
325736 O 06/21/18
0
8443270 K52/G02 F 50,400.00 ZZ
180 50,088.74 1
7.300 461.51 56
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0436136329 05 07/14/03 0
325741 O 06/14/18
0
8443280 K52/G02 F 40,000.00 ZZ
180 39,978.15 1
9.000 321.85 73
8.750 321.85
XXXX XXXXX XX 00000 5 06/25/03 00
0436165401 05 08/01/03 0
325789 N 07/01/18
0
8443286 K52/R44 F 340,000.00 ZZ
180 339,532.85 1
1
7.900 2,471.14 85
7.400 2,471.14
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0436138978 05 07/03/03 0
325871 O 06/03/18
0
8443330 K52/R44 F 117,385.00 ZZ
180 117,254.93 1
8.950 940.29 89
8.450 940.29
XXXX XXXX XX 00000 5 06/04/03 23
0436170260 05 07/14/03 0
328610 O 06/14/18
0
8443348 K52/R44 F 74,000.00 ZZ
360 73,911.85 1
8.600 574.25 80
8.100 574.25
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0436136683 05 07/23/03 0
328790 O 06/23/33
0
8443352 K52/G02 F 63,400.00 ZZ
180 63,014.16 1
7.450 585.93 77
7.200 585.93
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0436168025 05 07/14/03 0
322176 O 06/14/18
0
8443362 K52/R44 F 125,600.00 ZZ
180 125,456.43 1
8.800 992.59 63
8.300 992.59
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0436117659 05 07/14/03 0
328868 O 06/14/18
0
8443366 K52/R44 F 168,000.00 ZZ
360 167,729.16 1
7.100 1,129.02 80
6.600 1,129.02
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0436146088 05 07/21/03 0
1
328913 O 06/21/33
0
8443394 K52/R44 F 88,800.00 ZZ
360 88,720.25 1
9.950 776.01 80
9.450 776.01
XXXXXXX XX 00000 5 05/29/03 00
0436152250 05 07/08/03 0
329002 O 06/08/33
0
8443402 K52/R44 F 104,000.00 ZZ
240 103,609.13 1
7.200 818.85 80
6.700 818.85
XXXXX XXXXXXX XX 00000 5 06/13/03 34
0436199988 05 07/23/03 0
329034 O 06/23/23
0
8443406 K52/R44 F 42,400.00 ZZ
240 42,348.19 1
10.575 425.46 80
10.075 425.46
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0436133888 05 08/01/03 0
329063 O 07/01/23
0
8443414 K52/R44 F 35,000.00 ZZ
180 34,810.95 1
8.800 350.85 68
8.300 350.85
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0436116438 05 07/21/03 0
326138 O 06/21/18
0
8443436 K52/G02 F 135,000.00 ZZ
180 134,788.93 1
7.500 943.94 90
7.250 943.94
XXX XX 00000 5 06/06/03 34
0436116636 05 07/16/03 0
329203 O 06/16/18
0
1
8443446 K52/R44 F 71,400.00 ZZ
360 71,333.81 1
9.800 616.06 85
9.300 616.06
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0436117485 05 07/09/03 0
329382 O 06/09/33
0
8443488 K52/R44 F 221,000.00 ZZ
360 220,817.05 1
6.950 1,462.91 85
6.450 1,462.91
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0436116263 07 08/05/03 0
329629 O 07/05/33
0
8443491 E22/R44 F 31,500.00 ZZ
360 31,403.77 2
9.500 264.87 75
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XXXXXXX XX 00000 5 01/02/03 00
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0415791961 N 02/01/33
0
8443492 K52/R44 F 73,500.00 ZZ
180 73,070.00 1
7.900 698.17 75
7.400 698.17
XXXX XX 00000 5 06/04/03 34
0436132765 05 07/14/03 0
329633 O 06/14/18
0
8443496 K52/R44 F 47,700.00 ZZ
360 47,617.61 1
6.750 309.39 90
6.250 309.39
XXXXXXX XX 00000 1 05/29/03 34
0436116958 05 07/03/03 0
329645 O 06/03/33
0
8443500 K52/R44 F 209,250.00 ZZ
360 208,959.58 1
7.850 1,513.58 75
7.350 1,513.58
0
XX XXXXXX XX 00000 1 06/13/03 34
0436138721 05 07/18/03 0
328424 O 06/18/33
0
8443502 K52/G02 F 106,400.00 ZZ
180 106,250.82 1
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7.550 765.95
NIMISHILLEN XXX XX 00000 2 06/10/03 00
0436143648 05 07/21/03 0
323854 O 06/21/18
0
8443510 K52/R44 F 56,000.00 ZZ
180 55,931.20 1
8.450 428.61 70
7.950 428.61
XXXXXX XX 00000 5 06/03/03 00
0436117915 05 07/14/03 0
328440 O 06/14/18
0
8443516 K52/R44 F 35,200.00 ZZ
180 35,167.69 2
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9.350 305.02
XXXXXXX XX 00000 5 06/03/03 00
0436150064 05 07/14/03 0
323926 O 06/14/18
0
8443520 K52/R44 F 40,000.00 ZZ
180 39,782.99 1
8.750 399.78 38
8.250 399.78
XXXXXXX XX 00000 5 06/09/03 00
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324004 O 06/18/18
0
8443534 K52/R44 F 50,400.00 ZZ
180 50,357.08 1
10.200 449.77 90
9.700 449.77
XXXX XXXXX XX 00000 5 06/04/03 23
0436121818 05 07/14/03 0
324120 O 06/14/18
0
1
8443542 K52/R44 F 84,700.00 ZZ
360 84,573.88 1
7.500 592.24 70
7.000 592.24
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0436136907 05 07/15/03 0
328023 O 06/15/33
0
8443552 K52/G02 F 45,475.00 ZZ
180 45,201.86 1
7.600 424.15 85
7.350 424.15
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0436134316 05 07/29/03 0
324465 N 06/29/18
0
8443562 K52/R44 F 73,950.00 ZZ
360 73,846.32 1
7.800 532.35 85
7.300 532.35
XXXXXX XX 00000 1 06/13/03 34
0436156384 05 07/18/03 0
328189 O 06/18/33
0
8443580 K52/R44 F 103,500.00 ZZ
240 103,180.93 1
8.800 917.95 90
8.300 917.95
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0436139430 05 07/07/03 0
328270 O 06/07/23
0
8443602 K52/G02 F 37,500.00 ZZ
120 37,288.07 1
7.400 443.18 75
7.150 443.18
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0436201693 05 08/01/03 0
328379 O 07/01/13
0
8443624 K52/R44 F 62,050.00 ZZ
360 61,979.06 1
1
8.800 490.37 85
8.300 490.37
XXXXXX XX 00000 5 06/10/03 34
0436117493 07 07/21/03 0
325080 O 06/21/33
0
8443636 K52/R44 F 66,675.00 ZZ
180 66,274.16 1
7.590 621.51 75
7.090 621.51
XXXXXXX XX 00000 1 06/18/03 00
0436139166 05 07/24/03 0
325138 N 06/24/18
0
8443644 K52/G02 F 80,000.00 ZZ
180 79,891.18 1
7.950 584.23 68
7.700 584.23
XXXXXXX XXXXX XX 00000 5 05/28/03 34
0436145387 05 07/07/03 0
326494 O 06/07/18
0
8443652 K52/R44 F 59,000.00 ZZ
360 58,913.03 1
7.550 414.56 32
7.050 414.56
XXXXX XX 00000 1 06/25/03 00
0436121800 05 07/30/03 0
326531 O 06/30/33
0
8443718 K52/R44 F 76,500.00 ZZ
180 75,994.59 1
6.500 666.40 60
6.000 666.40
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0436133755 05 07/10/03 0
331065 N 06/10/18
0
8443730 K52/R44 F 92,000.00 ZZ
180 91,860.25 1
7.400 636.99 66
6.900 636.99
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0436137509 05 07/21/03 0
1
331205 O 06/21/18
0
8443740 K52/R44 F 225,000.00 ZZ
180 224,674.90 1
7.650 1,596.41 90
7.150 1,596.41
XXXX XXXXXXX XX 00000 5 05/29/03 23
0436157879 05 07/08/03 0
327550 O 06/08/18
0
8443742 K52/G02 F 99,000.00 ZZ
180 98,425.89 1
8.000 946.10 90
7.750 946.10
XXXXXXX XX 00000 5 05/29/03 34
0436134969 05 07/08/03 0
327653 O 06/08/18
0
8443762 K52/R44 F 72,000.00 ZZ
180 71,924.14 2
9.350 597.56 90
8.850 597.56
XXXXXXXX XX 00000 1 05/30/03 34
0436158349 05 07/04/03 0
331443 O 06/04/18
0
8443772 K52/G02 F 60,350.00 ZZ
180 60,278.85 1
8.650 470.47 85
8.400 470.47
XXXXXXXXXX XX 00000 2 05/28/03 34
0436136642 05 07/07/03 0
329760 O 06/07/18
0
8443774 K52/G02 F 39,600.00 ZZ
180 39,560.04 1
9.400 330.10 90
9.150 330.10
XXXXXX XX 00000 1 06/03/03 23
0436135164 05 07/13/03 0
331498 N 06/13/18
0
1
8443786 K52/R44 F 58,500.00 ZZ
180 58,179.77 1
8.650 581.23 75
8.150 581.23
XXXXXXXX XXXX XX 00000 5 06/04/03 00
0436118095 05 07/15/03 0
331553 O 06/15/18
0
8443792 K52/R44 F 88,000.00 ZZ
360 87,872.84 1
7.650 624.38 67
7.150 624.38
XXXXXX XX 00000 2 06/16/03 34
0436134985 05 07/21/03 0
329933 N 06/21/33
0
8443800 K52/R44 F 65,100.00 ZZ
180 64,686.24 1
6.950 583.32 70
6.450 583.32
XXXXX XXXXXX XX 00000 5 06/06/03 00
0436136402 05 07/16/03 0
329936 O 06/16/18
0
8443820 K52/G02 F 260,000.00 ZZ
180 258,478.93 1
7.900 2,469.71 80
7.650 2,469.71
XX XXXX XX 00000 5 06/13/03 00
0436136717 05 07/23/03 0
331824 O 06/23/18
0
8443824 K52/R44 F 203,090.00 ZZ
180 202,835.36 1
8.350 1,540.05 77
7.850 1,540.05
XXXXX XXXX XX 00000 2 06/10/03 00
0436137467 05 07/21/03 0
330058 O 06/21/18
0
8443864 K52/R44 F 95,400.00 ZZ
360 95,212.48 1
8.450 730.17 80
7.950 730.17
1
XXXXXXXX XX 00000 5 06/05/03 34
0436198014 05 07/25/03 0
330456 O 06/25/33
0
8443868 K52/R44 F 83,000.00 ZZ
360 82,900.10 2
8.550 641.15 83
8.050 641.15
XXXXXXXXX XX 00000 5 06/06/03 34
0436138341 05 07/16/03 0
330503 O 06/16/33
0
8443872 K52/R44 F 72,250.00 ZZ
180 72,168.26 1
8.850 573.56 85
8.350 573.56
XXXXXXX XX 00000 5 06/13/03 23
0436159305 05 07/23/03 0
330571 O 06/23/18
0
8443892 K52/R44 F 117,000.00 ZZ
180 116,835.97 1
7.800 842.25 56
7.300 842.25
XXXXXXXXXXXX XX 00000 1 06/06/03 34
0436138952 05 07/14/03 0
332297 O 06/14/18
0
8443896 K52/G02 F 58,800.00 ZZ
180 58,716.71 1
7.750 421.26 87
7.500 421.26
XXXXXXX XX 00000 5 06/16/03 34
0436138416 05 07/25/03 0
330822 O 06/25/18
0
8443956 K52/R44 F 44,700.00 ZZ
180 44,428.81 1
8.450 438.87 56
7.950 438.87
XXXXXXX XX 00000 2 06/05/03 34
0436136352 05 07/15/03 0
332900 O 06/15/18
0
1
8443994 K52/R44 F 123,300.00 ZZ
360 123,159.08 1
9.450 1,032.28 90
8.950 1,032.28
XXXXXXX XX 00000 2 06/05/03 34
0436154843 05 07/15/03 0
333428 O 06/15/33
0
8444010 K52/G02 F 32,000.00 ZZ
180 31,979.17 1
8.150 238.16 72
7.900 238.16
XXXXXXX XX 00000 2 06/20/03 34
0436165815 05 08/01/03 0
333560 O 07/01/18
0
8444074 K52/R44 F 99,000.00 ZZ
180 98,393.79 1
7.740 931.30 90
7.240 931.30
XXXXXX XX 00000 5 06/05/03 34
0436139380 05 07/15/03 0
334541 O 06/15/18
0
8444076 K52/R44 F 103,700.00 ZZ
360 103,544.04 1
7.450 721.54 85
6.950 721.54
XXXXXXX XXXXX XX 00000 5 06/12/03 23
0436155097 05 07/22/03 0
334616 O 06/22/33
0
8444078 K52/G02 F 119,850.00 ZZ
180 119,090.89 1
6.990 1,076.58 85
6.740 1,076.58
XXXXXXX XX 00000 5 06/20/03 23
0436145049 05 07/30/03 0
334617 O 06/30/18
0
8444082 K52/R44 F 153,000.00 ZZ
360 152,787.64 1
1
7.850 1,106.71 85
7.350 1,106.71
XXXXXXXXXX XX 00000 5 06/17/03 23
0436138762 05 07/28/03 0
334633 O 06/28/33
0
8444092 K52/R44 F 71,900.00 ZZ
360 71,854.14 1
8.250 540.17 80
7.750 540.17
XXXXXX XX 00000 1 06/27/03 34
0436176374 05 08/02/03 0
334965 O 07/02/33
0
8444096 K52/R44 F 199,600.00 ZZ
360 199,298.41 1
7.500 1,395.64 80
7.000 1,395.64
XXXXXXXXXXXX XX 00000 5 06/16/03 34
0436116982 05 07/25/03 0
335009 O 06/25/33
0
8444098 K52/R44 F 112,000.00 ZZ
360 111,842.86 1
9.550 945.85 80
9.050 945.85
XXXXXXX XX 00000 1 06/20/03 34
0436143390 05 07/25/03 0
335132 O 06/25/33
0
8444102 K52/G02 F 232,000.00 ZZ
180 231,633.32 1
7.200 1,574.79 83
6.950 1,574.79
XXXXXXXXX XX 00000 5 06/18/03 23
0436159115 05 07/28/03 0
335158 O 06/28/18
0
8444106 K52/R44 F 110,500.00 ZZ
360 110,328.78 1
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1
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0
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0
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0
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0
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0
1
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0
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0
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180 140,355.77 1
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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360 153,857.37 1
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0
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0
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0
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0
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0
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360 87,920.45 1
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0
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360 67,441.77 1
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0
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1
8445136 X74/G02 F 126,000.00 ZZ
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0
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0
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0
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180 73,761.41 1
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0
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0
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1
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0
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360 93,613.17 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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360 206,823.16 1
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0
1
8445228 X74/G02 F 163,000.00 ZZ
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
8445310 X74/R44 F 293,250.00 ZZ
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0
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0
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180 134,388.40 1
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0
8445324 X74/G02 F 244,800.00 ZZ
360 244,598.94 1
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0
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360 110,908.83 1
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0
1
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0
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360 62,858.33 1
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0
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360 105,399.08 1
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0
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360 189,625.02 1
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0436171680 05 06/01/03 0
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0
8445440 K52/R44 F 45,000.00 ZZ
300 44,927.50 1
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0
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240 178,187.41 1
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1
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0
8445466 K52/R44 F 78,000.00 ZZ
360 77,898.12 1
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0
8445472 K52/R44 F 79,290.00 ZZ
360 79,181.94 1
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0
8445522 K52/R44 F 55,000.00 ZZ
360 54,929.61 1
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7.750 413.20
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340254 O 06/30/33
0
8445550 K52/R44 F 118,235.00 ZZ
360 118,034.77 1
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0
8445560 K52/G02 F 250,000.00 ZZ
180 249,193.97 1
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0
1
8445562 K52/R44 F 69,000.00 ZZ
180 68,803.24 1
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0
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360 197,353.43 1
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0
8445598 K52/R44 F 56,000.00 ZZ
360 55,926.11 1
8.100 414.82 80
7.600 414.82
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0
8445620 K52/R44 F 49,280.00 ZZ
360 49,242.32 1
10.700 458.17 80
10.200 458.17
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0
8445638 K52/R44 F 65,700.00 ZZ
360 65,663.73 1
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0
8445642 K52/G02 F 45,000.00 ZZ
180 44,732.06 1
1
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7.450 422.29
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0
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180 76,448.56 1
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0436130975 05 08/01/03 0
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0
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180 61,305.80 1
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0436175699 05 08/01/03 0
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0
8445940 A06/G02 F 160,000.00 ZZ
360 160,000.00 1
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5.750 959.29
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0436222335 05 09/01/03 0
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0
8446710 N74/G02 F 86,450.00 ZZ
360 86,396.27 1
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0436125512 05 08/07/03 0
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0
8446984 P87/R44 F 35,000.00 ZZ
180 34,909.57 2
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8.750 360.22
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0436138069 05 08/01/03 0
1
BCCX73407 O 07/01/18
0
8447054 W89/R44 F 84,000.00 ZZ
360 83,954.12 1
9.000 675.88 75
8.500 675.88
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0436140271 05 08/01/03 0
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0
8447064 N74/G02 F 53,000.00 ZZ
360 52,914.99 1
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6.875 357.07
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0436124358 05 07/18/03 0
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0
8447084 W89/R44 F 76,500.00 ZZ
240 76,391.86 1
9.450 710.58 85
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0
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360 187,279.87 1
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0
8447146 P87/R44 F 64,000.00 ZZ
180 63,959.19 1
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7.750 480.81
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0
1
8447152 W89/R44 F 108,000.00 ZZ
180 107,047.03 1
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0
8447208 W89/R44 F 108,000.00 ZZ
180 107,893.34 1
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0
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180 93,571.60 1
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0
8447886 W35/G02 F 117,800.00 ZZ
360 117,716.01 1
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0
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120 24,852.49 1
7.560 300.87 32
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BULLHEAD CITY AZ 86442 5 06/28/03 00
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LEXINGTON NC 27295 5 06/27/03 00
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SPOKANE WA 99205 5 06/27/03 34
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8453624 T91/R44 F 73,092.00 ZZ
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LORAIN OH 44052 5 06/11/03 23
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GREEN CITY MO 63545 5 06/12/03 00
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KANSAS CITY MO 64130 2 06/12/03 23
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KANSAS CITY MO 64127 5 06/21/03 23
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REEDLEY CA 93654 5 06/24/03 00
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NEW ORLEANS LA 70128 2 05/29/03 00
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ROANOKE VA 24019 5 06/30/03 00
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TALLAHASSEE FL 32303 5 05/30/03 34
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GENEVA OH 44041 5 06/26/03 34
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DAPHNE AL 36526 5 06/20/03 00
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PHOENIX AZ 85027 5 06/18/03 00
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OBERLIN LA 70655 5 05/31/03 34
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CLANTON AL 35045 5 07/01/03 34
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COWI01 O 07/07/18
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8453888 X25/R44 F 20,000.00 ZZ
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CARTERET NC 28584 2 06/05/03 00
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8454050 X25/R44 F 95,000.00 ZZ
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RIPPON WV 25441 5 06/18/03 00
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DENVER CO 80239 5 07/01/03 34
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12387999 O 08/01/18
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8454436 T91/R44 F 98,000.00 ZZ
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SAINT PAUL MN 55101 5 06/11/03 34
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30075998 O 06/16/33
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8454648 Y55/R44 F 18,450.00 ZZ
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13.990 218.46 15
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CHARLOTTE NC 28262 1 06/19/03 00
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1
2381821 O 07/01/18
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8454650 Y55/R44 F 22,000.00 ZZ
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ANTIOCH TN 37013 1 05/16/03 00
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2381858 O 06/01/33
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FRANKLIN TN 37064 1 06/20/03 00
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2381877 O 07/01/33
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8454656 Y55/R44 F 23,600.00 ZZ
360 23,588.48 1
12.740 256.28 20
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CHARLOTTE NC 28208 1 05/20/03 00
0436139448 05 07/01/03 0
2381882 O 06/01/33
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8454660 Y55/R44 F 11,985.00 ZZ
360 11,982.82 1
13.990 141.91 15
13.490 141.91
CHARLOTTE NC 28208 1 06/16/03 00
0436130967 05 08/01/03 0
2381883 O 07/01/33
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8454664 Y55/R44 F 10,800.00 ZZ
360 10,793.93 1
8.860 85.81 10
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OLD HICKORY TN 37138 1 06/17/03 00
0436132054 05 08/01/03 0
2381895 O 07/01/33
0
1
8454686 Y55/R44 F 11,100.00 ZZ
360 11,086.66 1
8.860 88.20 15
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OLD HICKORY TN 37138 1 06/02/03 00
0436124077 05 07/01/03 0
2381948 O 06/01/33
0
8454688 Y55/R44 F 21,300.00 ZZ
360 21,275.97 1
8.860 169.24 16
8.360 169.24
PLEASANT VIEW TN 37146 1 06/02/03 00
0436124630 05 07/01/03 0
2381959 O 06/01/33
0
8454690 Y55/R44 F 13,750.00 ZZ
180 13,747.35 1
13.740 160.09 10
13.240 160.09
MONROE NC 28110 1 06/18/03 00
0436132351 05 08/01/03 0
2381968 O 07/01/18
0
8454692 Y55/R44 F 27,000.00 ZZ
360 26,984.82 1
8.860 214.53 15
8.360 214.53
FRANKLIN TN 37064 1 06/13/03 00
0436127484 05 08/01/03 0
2381989 O 07/01/33
0
8454694 Y55/R44 F 18,000.00 ZZ
360 17,989.88 1
8.860 143.02 15
8.360 143.02
LAVERGNE TN 37086 1 06/27/03 00
0436129266 05 08/01/03 0
2381995 O 07/01/33
0
8454696 Y55/R44 F 21,600.00 ZZ
360 21,587.85 1
8.860 171.63 20
8.360 171.63
1
ANTIOCH TN 37013 1 06/12/03 00
0436133193 05 08/01/03 0
2382000 O 07/01/33
0
8454700 Y55/R44 F 10,000.00 ZZ
360 9,994.37 1
8.860 79.46 12
8.360 79.46
NASHVILLE TN 37214 1 06/10/03 00
0436128425 05 08/01/03 0
2382001 O 07/01/33
0
8454702 Y55/R44 F 21,450.00 ZZ
180 21,446.08 1
13.990 253.99 16
13.490 253.99
CONCORD NC 28025 1 06/27/03 00
0436130355 05 08/01/03 0
2382003 O 07/01/18
0
8454704 Y55/R44 F 20,600.00 ZZ
360 20,588.42 1
8.860 163.68 20
8.360 163.68
HENDERSONVILLE TN 37075 5 06/06/03 00
0436127658 05 08/01/03 0
2382026 O 07/01/33
0
8454706 Y55/R44 F 31,083.00 ZZ
180 31,068.67 1
12.990 343.60 20
12.490 343.60
ORLANDO FL 32833 1 06/04/03 00
0436131866 05 07/01/03 0
2382034 O 06/01/18
0
8454708 Y55/R44 F 19,650.00 ZZ
360 19,638.95 1
8.860 156.13 15
8.360 156.13
MT JULIET TN 37122 1 06/30/03 00
0436138127 05 08/01/03 0
2382057 O 07/01/33
0
1
8454712 Y55/R44 F 21,380.00 ZZ
360 21,367.98 1
8.860 169.88 20
8.360 169.88
LA VERGNE TN 37086 1 06/10/03 00
0436132898 05 08/01/03 0
2382064 O 07/01/33
0
8454716 Y55/R44 F 25,600.00 ZZ
180 25,593.43 1
12.490 273.02 20
11.990 273.02
AUBURNDALE FL 33823 1 06/16/03 00
0436132062 05 08/01/03 0
2382084 O 07/01/18
0
8454718 Y55/R44 F 18,650.00 ZZ
180 18,646.39 1
13.740 217.15 16
13.240 217.15
CHARLOTTE NC 28215 1 06/26/03 00
0436123665 05 08/01/03 0
2382087 O 07/01/18
0
8454720 Y55/R44 F 32,800.00 ZZ
360 32,781.55 1
8.860 260.62 20
8.360 260.62
HERMITAGE TN 37076 5 06/13/03 00
0436128276 05 08/01/03 0
2382088 O 07/01/33
0
8454724 Y55/R44 F 25,600.00 ZZ
180 25,591.34 1
11.240 248.45 20
10.740 248.45
CHARLOTTE NC 28227 5 06/18/03 00
0436132344 05 08/01/03 0
2382091 O 07/01/18
0
8454728 Y55/R44 F 11,830.00 ZZ
360 11,823.34 1
1
8.860 94.00 5
8.360 94.00
GOODLETTESVILLE TN 37072 1 06/26/03 00
0436125777 05 08/01/03 0
2382105 O 07/01/33
0
8454730 Y55/R44 F 10,500.00 ZZ
360 10,494.09 1
8.860 83.43 10
8.360 83.43
LAVERGNE TN 37086 1 06/30/03 00
0436131882 05 08/01/03 0
2382144 O 07/01/33
0
8454734 Y55/R44 F 42,968.00 ZZ
360 42,958.69 1
13.240 483.39 20
12.740 483.39
INDIAN TRAIL NC 28079 1 06/26/03 00
0436124051 05 08/01/03 0
2382167 O 07/01/33
0
8454738 Y55/R44 F 18,900.00 ZZ
180 18,896.55 1
13.990 223.79 10
13.490 223.79
CHARLOTTE NC 28269 1 06/26/03 00
0436132112 05 08/01/03 0
2382183 O 07/01/18
0
8454742 Y55/R44 F 15,600.00 ZZ
180 15,597.15 1
13.990 184.72 10
13.490 184.72
WINTER GARDEN FL 34787 1 06/27/03 00
0436129258 05 08/01/03 0
2382225 O 07/01/18
0
8454744 Y55/R44 F 10,590.00 ZZ
360 10,584.05 1
8.860 84.14 10
8.360 84.14
MOUNT JULIET TN 37122 1 06/30/03 00
0436127864 05 08/01/03 0
1
2382229 O 07/01/33
0
8454746 Y55/R44 F 22,800.00 ZZ
360 22,785.87 1
8.390 173.54 20
7.890 173.54
LEBANON TN 37090 1 06/30/03 00
0436135099 05 08/01/03 0
2382231 O 07/01/33
0
8454748 Y55/R44 F 10,000.00 ZZ
360 9,994.37 1
8.860 79.46 13
8.360 79.46
NASHVILLE TN 37211 1 06/24/03 00
0436128433 05 08/01/03 0
2382259 O 07/01/33
0
8454750 Y55/R44 F 11,200.00 ZZ
180 11,197.95 1
13.990 132.62 10
13.490 132.62
GREENSBORO NC 27407 1 06/27/03 00
0436129357 05 08/01/03 0
2382264 O 07/01/18
0
8454752 Y55/R44 F 23,000.00 ZZ
360 22,987.07 1
8.860 182.75 21
8.360 182.75
NASHVILLE TN 37207 1 06/30/03 00
0436127682 05 08/01/03 0
2382325 O 07/01/33
0
8454754 Y55/R44 F 28,000.00 ZZ
360 27,953.82 1
12.490 298.61 20
11.990 298.61
CYPRESS TX 77429 1 03/26/03 00
0436132427 05 05/01/03 0
2386031 O 04/01/33
0
1
8454758 Y55/R44 F 29,700.00 ZZ
360 29,689.10 1
13.990 351.67 15
13.490 351.67
HUMBLE TX 77346 1 05/15/03 00
0436131049 05 07/01/03 0
2386525 O 06/01/33
0
8454760 Y55/R44 F 15,375.00 ZZ
360 15,369.36 1
13.990 182.05 15
13.490 182.05
HOUSTON TX 77075 1 05/22/03 00
0436124523 05 07/01/03 0
2386580 O 06/01/33
0
8454762 Y55/R44 F 19,900.00 ZZ
360 19,877.41 1
12.240 208.38 20
11.740 208.38
SPRING TX 77373 1 05/05/03 00
0436130827 05 07/01/03 0
2386693 O 06/01/33
0
8454764 Y55/R44 F 12,580.00 ZZ
360 12,577.70 1
13.990 148.96 20
13.490 148.96
ANGLETON TX 77515 1 06/30/03 00
0436127336 05 08/01/03 0
2386731 O 07/01/33
0
8454766 Y55/R44 F 21,900.00 ZZ
180 21,895.26 1
13.240 246.37 20
12.740 246.37
CONROE TX 77304 1 06/27/03 00
0436127369 05 08/01/03 0
2386786 O 07/01/18
0
8454768 Y55/R44 F 37,125.00 ZZ
360 37,110.56 1
13.740 432.26 15
13.240 432.26
1
REDMOND WA 98052 1 05/05/03 00
0436133052 05 07/01/03 0
2386891 O 06/01/33
0
8454770 Y55/R44 F 29,375.00 ZZ
360 29,361.45 1
12.990 324.72 20
12.490 324.72
MISSOURI CITY TX 77459 1 05/21/03 00
0436132013 05 07/01/03 0
2386951 O 06/01/33
0
8454772 Y55/R44 F 29,449.00 ZZ
180 29,443.63 1
13.990 348.70 20
13.490 348.70
HOUSTON TX 77073 1 06/13/03 00
0436136568 05 08/01/03 0
2386964 O 07/01/18
0
8454774 Y55/R44 F 25,000.00 ZZ
180 24,995.44 1
13.990 296.02 20
13.490 296.02
HOUSTON TX 77017 1 06/06/03 00
0436127328 05 08/01/03 0
2386970 O 07/01/18
0
8454776 Y55/R44 F 26,264.00 ZZ
360 26,254.35 1
13.990 310.99 20
13.490 310.99
RICHMOND TX 77469 1 05/29/03 00
0436127260 05 07/01/03 0
2387012 O 06/01/33
0
8454780 Y55/R44 F 20,000.00 ZZ
360 19,996.35 1
13.990 236.82 21
13.490 236.82
HOUSTON TX 77035 1 06/18/03 00
0436134811 05 08/01/03 0
2387055 O 07/01/33
0
1
8454782 Y55/R44 F 34,800.00 ZZ
360 34,793.65 1
13.990 412.06 15
13.490 412.06
MARYSVILLE WA 98270 1 06/06/03 00
0436127898 05 08/01/03 0
2387082 O 07/01/33
0
8454788 Y55/R44 F 25,980.00 ZZ
360 25,969.90 1
13.740 302.49 20
13.240 302.49
VANCOUVER WA 98664 1 05/08/03 00
0436131080 05 07/01/03 0
2387182 O 06/01/33
0
8454790 Y55/R44 F 15,600.00 ZZ
360 15,594.27 1
13.990 184.72 15
13.490 184.72
GALVESTON TX 77551 1 05/14/03 00
0436127781 05 07/01/03 0
2387203 O 06/01/33
0
8454792 Y55/R44 F 18,150.00 ZZ
360 18,142.96 1
13.740 211.32 15
13.240 211.32
SPRING TX 77379 1 05/13/03 00
0436131817 05 07/01/03 0
2387269 O 06/01/33
0
8454794 Y55/R44 F 11,442.00 ZZ
360 11,439.91 1
13.990 135.48 10
13.490 135.48
KATY TX 77449 1 06/27/03 00
0436130934 05 08/01/03 0
2387276 O 07/01/33
0
8454796 Y55/R44 F 15,000.00 ZZ
360 14,996.94 1
1
13.490 171.69 20
12.990 171.69
SPLENDORA TX 77372 1 06/25/03 00
0436131205 05 08/01/03 0
2387312 O 07/01/33
0
8454798 Y55/R44 F 16,580.00 ZZ
360 16,571.92 1
12.740 180.04 20
12.240 180.04
HOUSTON TX 77017 1 05/15/03 00
0436139174 05 07/01/03 0
2387323 O 06/01/33
0
8454800 Y55/R44 F 14,320.00 ZZ
360 14,313.02 1
12.740 155.50 20
12.240 155.50
NEEDVILLE TX 77461 1 05/14/03 00
0436132336 05 07/01/03 0
2387344 O 06/01/33
0
8454802 Y55/R44 F 17,700.00 ZZ
360 17,696.58 1
13.740 206.09 15
13.240 206.09
KIRKLAND WA 98034 1 06/19/03 00
0436127468 01 08/01/03 0
2387372 O 07/01/33
0
8454806 Y55/R44 F 23,403.00 ZZ
360 23,394.41 1
13.990 277.11 15
13.490 277.11
SPRING TX 77373 1 05/29/03 00
0436127922 03 07/01/03 0
2387382 O 06/01/33
0
8454808 Y55/R44 F 12,900.00 ZZ
360 12,894.56 1
13.990 152.75 15
13.490 152.75
GALVESTON TX 77551 1 06/05/03 00
0436128409 05 07/01/03 0
1
2387385 O 06/01/33
0
8454810 Y55/R44 F 13,200.00 ZZ
360 13,195.15 1
13.990 156.30 15
13.490 156.30
SAN ANTONIO TX 78251 1 06/02/03 00
0436134498 05 07/01/03 0
2387387 O 06/01/33
0
8454812 Y55/R44 F 28,800.00 ZZ
360 28,789.42 1
13.990 341.02 20
13.490 341.02
HOUSTON TX 77077 1 05/23/03 00
0436131619 05 07/01/03 0
2387416 O 06/01/33
0
8454814 Y55/R44 F 19,928.00 ZZ
360 19,920.06 1
10.490 182.14 20
9.990 182.14
CYPRESS TX 77429 1 06/23/03 00
0436124465 05 08/01/03 0
2387438 O 07/01/33
0
8454818 Y55/R44 F 25,000.00 ZZ
360 24,994.28 1
12.990 276.35 20
12.490 276.35
NEW BRAUNFELS TX 78132 1 06/17/03 00
0436127302 05 08/01/03 0
2387447 O 07/01/33
0
8454820 Y55/R44 F 34,000.00 ZZ
180 33,991.28 1
12.490 362.60 20
11.990 362.60
AUSTIN TX 78729 1 06/16/03 00
0436131577 05 08/01/03 0
2387448 O 07/01/18
0
1
8454824 Y55/R44 F 25,600.00 ZZ
360 25,588.20 1
12.990 282.99 20
12.490 282.99
AUSTIN TX 78745 1 06/04/03 00
0436128128 05 07/01/03 0
2387490 O 06/01/33
0
8454826 Y55/R44 F 24,000.00 ZZ
180 23,958.36 1
13.490 311.44 20
12.990 311.44
KINGWOOD TX 77339 1 06/26/03 00
0436132831 05 08/01/03 0
2387498 O 07/01/18
0
8454828 Y55/R44 F 10,000.00 ZZ
180 9,998.07 1
13.740 116.43 16
13.240 116.43
ROSENBERG TX 77471 1 06/05/03 00
0436124135 05 08/01/03 0
2387514 O 07/01/18
0
8454830 Y55/R44 F 53,850.00 ZZ
180 53,836.95 1
12.740 584.76 15
12.240 584.76
EVERETT WA 98203 1 06/04/03 00
0436133391 05 08/01/03 0
2387536 O 07/01/18
0
8454846 Y55/R44 F 14,050.00 ZZ
180 14,046.19 1
12.240 147.12 20
11.740 147.12
EL PASO TX 79936 1 06/19/03 00
0436129761 05 08/01/03 0
2387553 O 07/01/18
0
8454848 Y55/R44 F 19,818.00 ZZ
180 19,814.38 1
13.990 234.66 15
13.490 234.66
1
KATY TX 77449 1 06/13/03 00
0436127989 05 08/01/03 0
2387563 O 07/01/18
0
8454850 Y55/R44 F 10,000.00 ZZ
360 9,996.12 1
13.740 116.43 17
13.240 116.43
HOCKLEY TX 77447 1 05/30/03 00
0436135040 05 07/01/03 0
2387566 O 06/01/33
0
8454852 Y55/R44 F 41,550.00 ZZ
360 41,534.74 1
13.990 491.99 15
13.490 491.99
FRIENDSWOOD TX 77546 1 05/30/03 00
0436131510 05 07/01/03 0
2387581 O 06/01/33
0
8454854 Y55/R44 F 29,853.00 ZZ
180 29,841.76 1
10.750 278.67 20
10.250 278.67
ROUND ROCK TX 78664 1 06/27/03 00
0436127906 03 08/01/03 0
2387599 O 07/01/18
0
8454856 Y55/R44 F 13,090.00 ZZ
360 13,087.61 1
13.990 155.00 10
13.490 155.00
HOUSTON TX 77084 1 06/27/03 00
0436133292 05 08/01/03 0
2387618 O 07/01/33
0
8454858 Y55/R44 F 21,280.00 ZZ
180 21,244.84 1
13.990 283.25 20
13.490 283.25
HOUSTON TX 77047 1 06/17/03 00
0436134696 05 08/01/03 0
2387620 O 07/01/18
0
1
8454862 Y55/R44 F 24,700.00 ZZ
180 24,644.35 1
10.740 276.72 20
10.240 276.72
HOUSTON TX 77082 1 06/13/03 00
0436128250 05 08/01/03 0
2387644 O 07/01/18
0
8454864 Y55/R44 F 16,485.00 ZZ
360 16,481.99 1
13.990 195.20 15
13.490 195.20
LEANDER TX 78641 1 06/27/03 00
0436134837 05 08/01/03 0
2387655 O 07/01/33
0
8454868 Y55/R44 F 37,398.00 ZZ
180 37,336.21 1
13.990 497.79 20
13.490 497.79
SUGAR LAND TX 77478 1 06/26/03 00
0436133060 05 08/01/03 0
2387725 O 07/01/18
0
8454872 Y55/R44 F 19,900.00 ZZ
360 19,895.93 1
13.490 227.78 20
12.990 227.78
CYPRESS TX 77433 1 06/23/03 00
0436128110 03 08/01/03 0
2387761 O 07/01/33
0
8454876 Y55/R44 F 25,428.00 ZZ
360 25,423.09 1
13.740 296.06 20
13.240 296.06
ELIGIN TX 78621 1 06/20/03 00
0436128177 05 08/01/03 0
2387772 O 07/01/33
0
8454878 Y55/R44 F 24,875.00 ZZ
360 24,869.91 1
1
13.490 284.73 20
12.990 284.73
HOUSTON TX 77084 1 06/20/03 00
0436125439 03 08/01/03 0
2387782 O 07/01/33
0
8454888 Y55/R44 F 10,900.00 ZZ
360 10,898.02 1
13.990 129.06 10
13.490 129.06
KATY TX 77449 1 06/19/03 00
0436128078 03 08/01/03 0
2387824 O 07/01/33
0
8454892 Y55/R44 F 14,943.00 ZZ
180 14,918.31 1
13.990 198.90 10
13.490 198.90
KATY TX 77449 1 06/20/03 00
0436131759 05 08/01/03 0
2387846 O 07/01/18
0
8454898 Y55/R44 F 38,905.00 ZZ
360 38,895.56 1
12.740 422.48 20
12.240 422.48
PFLUGERVILLE TX 78660 1 06/27/03 00
0436128045 03 08/01/03 0
2387867 O 07/01/33
0
8454900 Y55/R44 F 10,200.00 ZZ
360 10,198.13 1
13.990 120.78 10
13.490 120.78
HUMBLE TX 77338 1 06/27/03 00
0436127930 05 08/01/03 0
2387945 O 07/01/33
0
8454904 Y55/R44 F 12,000.00 ZZ
360 11,997.81 1
13.990 142.09 10
13.490 142.09
HOUSTON TX 77089 1 06/27/03 00
0436132468 05 08/01/03 0
1
2387992 O 07/01/33
0
8454914 Y55/R44 F 19,400.00 ZZ
360 19,395.02 1
12.490 206.90 20
11.990 206.90
GREENSBURG IN 47240 1 06/06/03 00
0436131411 05 08/01/03 0
2390684 O 07/01/33
0
8454920 Y55/R44 F 15,500.00 ZZ
360 15,486.92 1
10.240 138.78 10
9.740 138.78
INDIANAPOLIS IN 46256 2 05/21/03 00
0436132179 05 07/01/03 0
2390706 O 06/01/33
0
8454926 Y55/R44 F 29,200.00 ZZ
360 29,194.67 1
13.990 345.75 20
13.490 345.75
LAFAYETTE IN 47909 1 06/13/03 00
0436128169 05 08/01/03 0
2390712 O 07/01/33
0
8454928 Y55/R44 F 15,000.00 ZZ
360 14,997.26 1
13.990 177.61 20
13.490 177.61
COLORADO SPRING CO 80916 1 06/17/03 00
0436128417 07 08/01/03 0
2390719 O 07/01/33
0
8454930 Y55/R44 F 24,074.00 ZZ
360 24,060.82 1
8.990 193.53 10
8.490 193.53
CHARLOTTE NC 28269 1 06/23/03 00
0436134886 05 08/01/03 0
251377 O 07/01/33
0
1
8454932 Y55/R44 F 16,500.00 ZZ
360 16,496.99 1
13.990 195.37 15
13.490 195.37
SHELBYVILLE IN 46176 1 06/30/03 00
0436131023 05 08/01/03 0
2390826 O 07/01/33
0
8454934 Y55/R44 F 11,500.00 ZZ
360 11,480.29 1
8.820 91.05 10
8.320 91.05
MANCHESTER TN 37355 1 04/28/03 00
0436127690 05 06/01/03 0
2328905 O 05/01/33
0
8454936 Y55/R44 F 38,000.00 ZZ
360 37,958.06 1
8.970 304.94 21
8.470 304.94
NASHVILLE TN 37218 1 05/09/03 00
0436130462 05 07/01/03 0
2329426 O 06/01/33
0
8454938 Y55/R44 F 13,800.00 ZZ
360 13,796.26 1
12.240 144.50 20
11.740 144.50
FORT WAYNE IN 46809 1 06/12/03 00
0436124069 05 08/01/03 0
2390862 O 07/01/33
0
8454940 Y55/R44 F 23,200.00 ZZ
180 23,191.47 1
13.990 274.71 20
13.490 274.71
PRAIRIEVILLE LA 70769 1 05/08/03 00
0436127708 05 07/01/03 0
2329633 O 06/01/18
0
8454942 Y55/R44 F 49,100.00 ZZ
360 49,085.92 1
11.990 504.67 20
11.490 504.67
1
CONIFER CO 80433 1 06/27/03 00
0436129175 05 08/01/03 0
2390864 O 07/01/33
0
8454946 Y55/R44 F 50,235.00 ZZ
360 50,216.57 1
13.990 594.82 15
13.490 594.82
PARKER CO 80134 1 05/06/03 00
0436130785 05 07/01/03 0
2390865 O 06/01/33
0
8454948 Y55/R44 F 17,378.00 ZZ
360 17,358.83 1
8.970 139.45 15
8.470 139.45
GOODLETTSVILLE TN 37072 1 05/15/03 00
0436127419 05 07/01/03 0
2329832 O 06/01/33
0
8454950 U05/G02 F 139,000.00 TX
360 138,894.23 1
7.375 960.04 74
7.125 960.04
THE WOODLANDS TX 77381 5 06/20/03 34
0436143002 03 08/01/03 0
3351796 O 07/01/33
0
8454952 Y55/R44 F 19,760.00 ZZ
180 19,752.32 1
13.740 230.07 20
13.240 230.07
HOWE IN 46746 1 05/20/03 00
0436124721 05 07/01/03 0
2390874 O 06/01/18
0
8454954 Y55/R44 F 17,380.00 ZZ
360 17,360.82 1
8.970 139.47 20
8.470 139.47
SPRINGFIELD TN 37172 1 05/16/03 00
0436124416 05 07/01/03 0
2329872 O 06/01/33
0
1
8454958 Y55/R44 F 12,936.00 ZZ
360 12,908.60 1
8.820 102.41 20
8.320 102.41
CLARKSVILLE TN 37040 1 05/02/03 00
0436129209 07 07/01/03 0
2329889 O 06/01/33
0
8454960 Y55/R44 F 11,130.00 ZZ
180 11,086.23 1
12.240 135.30 15
11.740 135.30
CANON CITY CO 81212 1 06/03/03 00
0436126767 05 07/01/03 0
2390924 O 06/01/18
0
8454962 Y55/R44 F 13,830.00 ZZ
360 13,814.26 1
8.820 109.49 20
8.320 109.49
CHATTANOOGA TN 37404 1 05/16/03 00
0436139240 05 07/01/03 0
2329972 O 06/01/33
0
8454964 Y55/R44 F 25,768.00 ZZ
180 25,763.30 1
13.990 305.11 15
13.490 305.11
MANSFIELD TX 76063 1 06/06/03 00
0436127450 03 08/01/03 0
2390928 O 07/01/18
0
8454966 Y55/R44 F 11,500.00 ZZ
360 11,497.65 1
13.490 131.63 16
12.990 131.63
JEFFERSONVILLE IN 47130 1 06/23/03 00
0436127716 05 08/01/03 0
2390941 O 07/01/33
0
8454972 Y55/R44 F 30,000.00 ZZ
360 29,979.14 1
1
12.990 331.63 15
12.490 331.63
ALABASTER AL 35007 1 04/30/03 00
0436124481 05 06/01/03 0
2334251 O 05/01/33
0
8454974 Y55/R44 F 13,600.00 ZZ
180 13,592.58 1
12.240 142.41 20
11.740 142.41
NEWPORT NEWS VA 23602 1 05/09/03 00
0436126387 07 07/01/03 0
2334683 O 06/01/18
0
8454976 Y55/R44 F 10,350.00 ZZ
360 10,348.11 1
13.990 122.55 15
13.490 122.55
HOUSTON TX 77045 1 06/27/03 00
0436130991 05 08/01/03 0
2390973 O 07/01/33
0
8454978 Y55/R44 F 27,799.00 ZZ
360 27,785.45 1
12.740 301.87 20
12.240 301.87
KATY TX 77449 1 06/02/03 00
0436131031 05 07/01/03 0
2390976 O 06/01/33
0
8454980 Y55/R44 F 24,400.00 ZZ
360 24,358.18 1
8.820 193.18 20
8.320 193.18
MEMPHIS TN 38125 1 05/02/03 00
0436132419 05 06/01/03 0
2334935 O 05/01/33
0
8454982 Y55/R44 F 45,877.00 ZZ
360 45,855.86 1
12.990 507.13 20
12.490 507.13
DALLAS GA 30157 1 05/07/03 00
0436128607 05 07/01/03 0
1
2339482 O 06/01/33
0
8454984 Y55/R44 F 22,400.00 ZZ
360 22,395.92 1
13.990 265.23 20
13.490 265.23
HOUSTON TX 77083 1 06/09/03 00
0436133375 05 08/01/03 0
2391022 O 07/01/33
0
8454986 Y55/R44 F 18,750.00 ZZ
360 18,739.77 1
12.240 196.34 15
11.740 196.34
ST JOE IN 46785 1 06/03/03 00
0436124101 05 07/01/03 0
2391082 O 06/01/33
0
8454988 Y55/R44 F 11,600.00 ZZ
180 11,594.33 1
12.740 125.97 20
12.240 125.97
PELL CITY AL 35128 1 05/05/03 00
0436125546 05 07/01/03 0
2339551 O 06/01/18
0
8454994 Y55/R44 F 10,065.00 ZZ
360 10,061.30 1
13.990 119.18 15
13.490 119.18
DECATUR AL 35603 1 05/09/03 00
0436131809 05 07/01/03 0
2339836 O 06/01/33
0
8454996 Y55/R44 F 11,010.00 ZZ
180 11,005.95 1
13.990 130.37 30
13.490 130.37
GOESSEL KS 67053 1 05/20/03 00
0436126528 05 07/01/03 0
2348904 O 06/01/18
0
1
8454998 Y55/R44 F 15,700.00 ZZ
360 15,697.14 1
13.990 185.90 10
13.490 185.90
HOUSTON TX 77068 1 06/20/03 00
0436123970 05 08/01/03 0
2391169 O 07/01/33
0
8455002 Y55/R44 F 14,600.00 ZZ
360 14,585.84 1
12.240 152.88 20
11.740 152.88
NEWPORT NEWS VA 23608 5 04/11/03 00
0436131353 07 06/01/03 0
2348987 O 05/01/33
0
8455004 Y55/R44 F 23,000.00 ZZ
180 22,995.80 1
13.990 272.34 10
13.490 272.34
CHESAPEAKE VA 23320 1 06/26/03 00
0436132187 05 08/01/03 0
2393579 O 07/01/18
0
8455008 Y55/R44 F 26,500.00 ZZ
180 26,495.17 1
13.990 313.78 10
13.490 313.78
CHESAPEAKE VA 23323 1 06/26/03 00
0436135008 05 08/01/03 0
2393617 O 07/01/18
0
8455010 Y55/R44 F 40,278.00 ZZ
180 40,258.37 1
12.740 437.38 15
12.240 437.38
FREDERICKSBURG VA 22407 1 05/27/03 00
0436136691 05 07/01/03 0
2349056 O 06/01/18
0
8455012 Y55/R44 F 14,800.00 ZZ
360 14,783.64 1
8.970 118.76 20
8.470 118.76
1
BELL BUCKLE TN 37020 1 05/23/03 00
0436127427 05 07/01/03 0
2395040 O 06/01/33
0
8455014 Y55/R44 F 23,850.00 ZZ
180 23,836.25 1
11.990 245.14 15
11.490 245.14
ALBANY OR 97321 1 05/01/03 00
0436131643 05 07/01/03 0
2349197 O 06/01/18
0
8455016 Y55/R44 F 15,300.00 ZZ
360 15,282.59 1
8.820 121.13 15
8.320 121.13
MEMPHIS TN 38117 1 05/13/03 00
0436136246 05 07/01/03 0
2349409 O 06/01/33
0
8455018 Y55/R44 F 17,250.00 ZZ
360 17,230.95 1
8.970 138.43 15
8.470 138.43
LA VERGNE TN 37086 1 05/15/03 00
0436124754 05 07/01/03 0
2395114 O 06/01/33
0
8455020 Y55/R44 F 16,400.00 ZZ
180 16,388.60 1
12.990 181.29 20
12.490 181.29
VIRGINIA BEACH VA 23462 1 04/30/03 00
0436130835 05 06/01/03 0
2349410 O 05/01/18
0
8455022 Y55/R44 F 26,100.00 ZZ
360 26,070.55 1
8.860 207.38 20
8.360 207.38
MURFREESBORO TN 37129 1 05/30/03 00
0436125504 05 07/01/03 0
2395130 O 06/01/33
0
1
8455024 Y55/R44 F 21,180.00 ZZ
360 21,156.63 1
8.970 169.96 20
8.470 169.96
MEMPHIS TN 38141 1 05/28/03 00
0436124580 05 07/01/03 0
2349434 O 06/01/33
0
8455026 Y55/R44 F 11,500.00 ZZ
360 11,496.11 1
11.240 111.61 19
10.740 111.61
TAMPA FL 33619 1 06/24/03 00
0436131106 05 08/01/03 0
2395138 O 07/01/33
0
8455028 Y55/R44 F 33,700.00 ZZ
180 33,683.57 1
12.740 365.95 20
12.240 365.95
VIRGINIA BEACH VA 23454 1 05/09/03 00
0436131734 05 07/01/03 0
2349435 O 06/01/18
0
8455030 Y55/R44 F 16,000.00 ZZ
360 15,982.35 1
8.970 128.39 20
8.470 128.39
CARTHAGE TN 37030 1 05/09/03 00
0436137434 05 07/01/03 0
2395140 O 06/01/33
0
8455034 Y55/R44 F 10,000.00 ZZ
180 9,994.48 1
12.490 106.65 16
11.990 106.65
PORTSMOUTH VA 23703 1 05/23/03 00
0436131403 05 07/01/03 0
2349542 O 06/01/18
0
8455036 Y55/R44 F 23,000.00 ZZ
360 22,987.07 1
1
8.860 182.75 20
8.360 182.75
BELL BUCKLE TN 37020 1 06/13/03 00
0436127880 05 08/01/03 0
2395153 O 07/01/33
0
8455038 Y55/R44 F 14,250.00 ZZ
180 14,140.78 1
11.990 146.47 15
11.490 146.47
NORFOLK VA 23503 1 05/28/03 00
0436130629 05 07/01/03 0
2349599 O 06/01/18
0
8455040 Y55/R44 F 31,779.00 ZZ
360 31,743.93 1
8.970 255.02 20
8.470 255.02
OLD HICKORY TN 37138 1 05/16/03 00
0436128714 05 07/01/03 0
2395164 O 06/01/33
0
8455042 Y55/R44 F 27,980.00 ZZ
180 27,973.58 1
12.990 309.30 20
12.490 309.30
KENNESAW GA 30152 1 06/27/03 00
0436128011 05 08/01/03 0
2395167 O 07/01/18
0
8455044 Y55/R44 F 16,300.00 ZZ
180 16,265.16 1
12.490 173.84 20
11.990 173.84
JACKSONVILLE FL 32221 1 05/27/03 00
0436139497 05 07/01/03 0
2349609 O 06/01/18
0
8455046 Y55/R44 F 31,000.00 ZZ
180 30,982.13 1
11.990 318.63 20
11.490 318.63
TOANO VA 23168 1 05/29/03 00
0436137947 05 07/01/03 0
1
2349633 O 06/01/18
0
8455048 Y55/R44 F 37,950.00 ZZ
360 37,936.06 1
13.990 449.36 15
13.490 449.36
LAS VEGAS NV 89145 1 05/30/03 00
0436131437 05 07/01/03 0
2395173 O 06/01/33
0
8455050 Y55/R44 F 27,980.00 ZZ
180 27,966.35 1
12.740 303.84 20
12.240 303.84
SUFFOLK VA 23434 1 05/27/03 00
0436124671 05 07/01/03 0
2349690 O 06/01/18
0
8455052 Y55/R44 F 23,400.00 ZZ
180 23,393.99 1
12.490 249.56 20
11.990 249.56
NORTH PORT FL 34286 5 05/28/03 00
0436125470 05 08/01/03 0
2395186 O 07/01/18
0
8455054 Y55/R44 F 17,200.00 ZZ
360 17,191.61 1
12.740 186.78 20
12.240 186.78
LAKE PARK FL 33403 5 05/23/03 00
0436132971 07 07/01/03 0
2395200 O 06/01/33
0
8455056 Y55/R44 F 49,800.00 ZZ
360 49,786.49 1
12.240 521.47 20
11.740 521.47
WILLIAMSBURG VA 23188 5 06/25/03 00
0436128367 05 08/01/03 0
2349853 O 07/01/33
0
1
8455060 Y55/R44 F 15,050.00 ZZ
360 15,047.26 1
13.990 178.20 10
13.490 178.20
NEWPORT NEWS VA 23608 1 06/27/03 00
0436131478 05 08/01/03 0
2349897 O 07/01/33
0
8455062 Y55/R44 F 25,065.00 ZZ
360 25,055.80 1
13.990 296.79 20
13.490 296.79
SNELLVILLE GA 30039 1 06/02/03 00
0436127229 05 07/01/03 0
2395221 O 06/01/33
0
8455064 Y55/R44 F 23,980.00 ZZ
360 23,953.54 1
8.970 192.43 20
8.470 192.43
JOHNSON CITY TN 37604 1 05/28/03 00
0436124317 05 07/01/03 0
2395262 O 06/01/33
0
8455066 Y55/R44 F 50,000.00 ZZ
180 49,861.82 1
13.750 582.56 14
13.250 582.56
LITTLETON CO 80123 5 05/12/03 00
0436131916 05 07/01/03 0
2359007 O 06/01/18
0
8455068 Y55/R44 F 24,278.00 ZZ
360 24,265.48 1
12.490 258.92 20
11.990 258.92
DECATUR GA 30035 1 06/03/03 00
0436129274 05 07/01/03 0
2395278 O 06/01/33
0
8455070 Y55/R44 F 29,250.00 ZZ
180 29,221.18 1
12.740 317.63 15
12.240 317.63
1
WESTMINSTER CO 80030 1 04/01/03 00
0436131932 05 05/01/03 0
2359033 O 04/01/18
0
8455072 Y55/R44 F 50,000.00 ZZ
360 49,971.89 1
8.860 397.28 20
8.360 397.28
FRANKLIN TN 37067 1 06/18/03 00
0436123756 05 08/01/03 0
2395287 O 07/01/33
0
8455074 Y55/R44 F 18,211.00 ZZ
180 18,142.70 1
12.740 227.31 20
12.240 227.31
REPUBLIC MO 65738 1 05/22/03 00
0436128235 05 07/01/03 0
2359067 O 06/01/18
0
8455076 Y55/R44 F 25,800.00 ZZ
360 25,785.49 1
8.860 205.00 20
8.360 205.00
LA VERGNE TN 37086 1 06/09/03 00
0436127799 05 08/01/03 0
2395292 O 07/01/33
0
8455078 Y55/R44 F 10,000.00 ZZ
180 9,994.71 1
13.990 118.41 22
13.490 118.41
SAN ANTONIO TX 78211 1 05/09/03 00
0436128144 05 07/01/03 0
2359129 O 06/01/18
0
8455080 Y55/R44 F 24,585.00 ZZ
360 24,580.51 1
13.990 291.11 15
13.490 291.11
LAKELAND FL 33813 1 06/06/03 00
0436132864 05 08/01/03 0
2395304 O 07/01/33
0
1
8455082 Y55/R44 F 17,400.00 ZZ
360 17,393.24 1
13.740 202.59 20
13.240 202.59
CONWAY AR 72032 1 05/15/03 00
0436124200 05 07/01/03 0
2359296 O 06/01/33
0
8455084 Y55/R44 F 27,000.00 ZZ
180 26,986.08 1
12.490 287.95 20
11.990 287.95
LONOKE AR 72086 1 05/07/03 00
0436126692 05 07/01/03 0
2359469 O 06/01/18
0
8455088 Y55/R44 F 37,950.00 ZZ
360 37,928.66 1
8.860 301.54 15
8.360 301.54
MT. JULIET TN 37122 1 06/11/03 00
0436134753 05 08/01/03 0
2395312 O 07/01/33
0
8455090 Y55/R44 F 12,720.00 ZZ
180 12,714.13 1
12.990 140.61 20
12.490 140.61
INDEPENDENCE MO 64053 1 05/09/03 00
0436125488 05 07/01/03 0
2359615 O 06/01/18
0
8455092 Y55/R44 F 11,000.00 ZZ
180 10,995.96 1
13.990 130.25 22
13.490 130.25
WICHITA KS 67211 1 05/23/03 00
0436139547 05 07/01/03 0
2359660 O 06/01/18
0
8455094 Y55/R44 F 25,380.00 ZZ
360 25,365.73 1
1
8.860 201.66 20
8.360 201.66
MOUNT JULIET TN 37122 1 06/06/03 00
0436127773 05 08/01/03 0
2395332 O 07/01/33
0
8455096 Y55/R44 F 19,558.00 ZZ
360 19,547.00 1
8.860 155.40 10
8.360 155.40
NASHVILLE TN 37205 1 06/16/03 00
0436131064 05 08/01/03 0
2395358 O 07/01/33
0
8455098 Y55/R44 F 24,750.00 ZZ
180 24,735.73 1
11.990 254.39 15
11.490 254.39
HOT SPRINGS AR 71909 1 05/19/03 00
0436131296 05 07/01/03 0
2359683 O 06/01/18
0
8455100 Y55/R44 F 14,980.00 ZZ
360 14,971.57 1
8.860 119.03 20
8.360 119.03
OLD HICKORY TN 37138 1 06/16/03 00
0436126866 05 08/01/03 0
2395378 O 07/01/33
0
8455102 Y55/R44 F 28,710.00 ZZ
180 28,695.19 1
12.490 306.19 20
11.990 306.19
OLATHE KS 66061 1 05/20/03 00
0436128151 05 07/01/03 0
2359751 O 06/01/18
0
8455104 Y55/R44 F 23,800.00 ZZ
360 23,795.13 1
13.490 272.42 20
12.990 272.42
STONE MOUNTAIN GA 30087 1 06/20/03 00
0436127393 05 08/01/03 0
1
2395399 O 07/01/33
0
8455106 Y55/R44 F 18,000.00 ZZ
360 17,991.23 1
12.740 195.46 20
12.240 195.46
BELTON MO 64012 1 05/13/03 00
0436127740 05 07/01/03 0
2359762 O 06/01/33
0
8455110 Y55/R44 F 10,000.00 ZZ
180 9,997.96 1
13.490 114.46 21
12.990 114.46
ARKANSAS CITY KS 67005 1 06/30/03 00
0436138226 05 08/01/03 0
2359770 O 07/01/18
0
8455112 Y55/R44 F 30,980.00 ZZ
180 30,964.88 1
12.740 336.42 20
12.240 336.42
SAN ANTONIO TX 78232 1 05/27/03 00
0436131312 05 07/01/03 0
2359951 O 06/01/18
0
8455114 Y55/R44 F 11,490.00 ZZ
360 11,487.90 1
13.990 136.05 10
13.490 136.05
DALLAS GA 30157 1 06/30/03 00
0436126577 05 08/01/03 0
2395415 O 07/01/33
0
8455120 Y55/R44 F 20,000.00 ZZ
180 19,987.82 1
11.740 201.73 20
11.240 201.73
SALINA KS 67401 1 05/29/03 00
0436128193 05 07/01/03 0
2359992 O 06/01/18
0
1
8455122 Y55/R44 F 23,100.00 ZZ
360 23,087.00 1
8.860 183.55 20
8.360 183.55
SHELBYVILLE TN 37160 1 06/20/03 00
0436131908 05 08/01/03 0
2395421 O 07/01/33
0
8455124 Y55/R44 F 11,000.00 ZZ
360 10,993.82 1
8.860 87.40 10
8.360 87.40
WATERTOWN TN 37184 1 06/19/03 00
0436131486 05 08/01/03 0
2395422 O 07/01/33
0
8455126 Y55/R44 F 11,550.00 ZZ
180 11,544.05 1
12.490 123.18 15
11.990 123.18
DAYTON OH 45407 5 05/07/03 00
0436131148 05 07/01/03 0
2361793 O 06/01/18
0
8455128 Y55/R44 F 29,595.00 ZZ
360 29,578.36 1
8.860 235.15 20
8.360 235.15
SMYRNA TN 37167 1 06/20/03 00
0436131346 05 08/01/03 0
2395450 O 07/01/33
0
8455130 Y55/R44 F 10,000.00 ZZ
180 9,994.45 1
13.990 118.41 11
13.490 118.41
HURST TX 76053 1 04/28/03 00
0436128185 05 06/01/03 0
2361943 O 05/01/18
0
8455134 Y55/R44 F 40,085.00 ZZ
180 39,938.23 1
12.990 506.91 20
12.490 506.91
1
ROCKWALL TX 75032 1 05/12/03 00
0436137186 05 07/01/03 0
2362370 O 06/01/18
0
8455136 Y55/R44 F 18,435.00 ZZ
360 18,430.27 1
12.490 196.61 15
11.990 196.61
DECATUR GA 30034 1 06/06/03 00
0436136501 05 08/01/03 0
2396677 O 07/01/33
0
8455138 Y55/R44 F 25,199.00 ZZ
180 25,113.17 1
13.740 331.20 15
13.240 331.20
MANSFIELD TX 76063 1 05/15/03 00
0436139307 05 07/01/03 0
2362405 O 06/01/18
0
8455140 Y55/R44 F 50,000.00 ZZ
360 49,976.96 1
12.990 552.71 20
12.490 552.71
BIRMINGHAM AL 35244 1 05/09/03 00
0436131155 05 07/01/03 0
2396690 O 06/01/33
0
8455142 Y55/R44 F 19,700.00 ZZ
180 19,690.39 1
12.740 213.93 20
12.240 213.93
GAINESVILLE TX 76240 1 05/28/03 00
0436126270 05 07/01/03 0
2362490 O 06/01/18
0
8455144 Y55/R44 F 16,500.00 ZZ
360 16,490.77 1
12.240 172.78 15
11.740 172.78
TONEY AL 35773 1 05/23/03 00
0436131726 05 07/01/03 0
2396705 O 06/01/33
0
1
8455148 Y55/R44 F 11,850.00 ZZ
180 11,847.65 1
13.615 136.80 15
13.115 136.80
CHICKAMAUGA GA 30707 1 06/20/03 00
0436127765 03 08/01/03 0
2396782 O 07/01/18
0
8455152 Y55/R44 F 28,965.00 ZZ
360 28,959.71 1
13.990 342.97 15
13.490 342.97
WOODSTOCK GA 30189 1 06/13/03 00
0436132211 05 08/01/03 0
2396840 O 07/01/33
0
8455154 Y55/R44 F 20,634.00 ZZ
180 20,599.91 1
13.990 274.65 10
13.490 274.65
CHANDLER AZ 85249 1 06/25/03 00
0436127344 05 08/01/03 0
2362616 O 07/01/18
0
8455156 Y55/R44 F 14,000.00 ZZ
180 13,993.17 1
12.740 152.03 20
12.240 152.03
FARMERSVILLE TX 75442 1 05/06/03 00
0436126684 05 07/01/03 0
2366917 O 06/01/18
0
8455158 Y55/R44 F 31,980.00 ZZ
360 31,973.46 1
13.490 366.05 20
12.990 366.05
HAMPTON GA 30228 1 06/09/03 00
0436126056 05 08/01/03 0
2396877 O 07/01/33
0
8455160 Y55/R44 F 10,000.00 ZZ
360 9,996.32 1
1
13.990 118.41 26
13.490 118.41
OKLAHOMA CITY OK 73109 1 05/09/03 00
0436126643 05 07/01/03 0
2367165 O 06/01/33
0
8455162 Y55/R44 F 16,485.00 ZZ
360 16,481.99 1
13.990 195.20 15
13.490 195.20
HUNTSVILLE AL 35803 1 06/30/03 00
0436136345 05 08/01/03 0
2396882 O 07/01/33
0
8455164 Y55/R44 F 23,925.00 ZZ
180 23,916.22 1
13.990 283.29 15
13.490 283.29
SHAWNEE OK 74804 1 05/09/03 00
0436128284 05 07/01/03 0
2367354 O 06/01/18
0
8455166 Y55/R44 F 23,500.00 ZZ
180 23,494.30 1
12.740 255.19 20
12.240 255.19
NEW MARKET AL 35761 1 06/06/03 00
0436136790 05 08/01/03 0
2396909 O 07/01/18
0
8455170 Y55/R44 F 28,500.00 ZZ
360 28,494.17 1
13.490 326.22 20
12.990 326.22
TOOELE UT 84074 5 06/20/03 00
0436128219 05 08/01/03 0
2396951 O 07/01/33
0
8455172 Y55/R44 F 17,100.00 ZZ
180 17,093.72 1
13.990 202.48 15
13.490 202.48
OKLAHOMA CITY OK 73099 1 05/27/03 00
0436132245 05 07/01/03 0
1
2367426 O 06/01/18
0
8455176 Y55/R44 F 20,000.00 ZZ
180 19,989.10 1
12.240 209.42 20
11.740 209.42
ARLINGTON TX 76016 1 05/01/03 00
0436132146 05 07/01/03 0
2367703 O 06/01/18
0
8455178 Y55/R44 F 11,450.00 ZZ
360 11,447.91 1
13.990 135.58 10
13.490 135.58
BIRMINGHAM AL 35215 1 06/27/03 00
0436126593 05 08/01/03 0
2396977 O 07/01/33
0
8455184 Y55/R44 F 19,900.00 ZZ
180 19,890.83 1
12.990 219.98 20
12.490 219.98
TULSA OK 74146 1 05/16/03 00
0436128052 05 07/01/03 0
2367705 O 06/01/18
0
8455186 Y55/R44 F 10,000.00 ZZ
180 9,998.17 1
13.990 118.41 14
13.490 118.41
MONTGOMERY AL 36117 1 06/23/03 00
0436131171 05 08/01/03 0
2397011 O 07/01/18
0
8455192 Y55/R44 F 16,000.00 ZZ
180 15,990.79 1
11.990 164.45 20
11.490 164.45
BEDFORD TX 76022 1 05/30/03 00
0436138077 05 07/01/03 0
2367793 O 06/01/18
0
1
8455194 Y55/R44 F 30,000.00 ZZ
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0
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0
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8462780 X64/R44 F 118,000.00 ZZ
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8462844 S27/G02 F 57,375.00 ZZ
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8462888 A06/G02 F 169,100.00 ZZ
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1
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0
8463024 A38/R44 F 155,000.00 ZZ
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0
8463046 A38/R44 F 70,125.00 ZZ
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0
8463048 A38/G02 F 180,000.00 ZZ
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0
8463054 A38/R44 F 117,200.00 ZZ
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8463056 A38/R44 F 156,600.00 ZZ
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0
8463058 A38/G02 F 175,900.00 ZZ
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8463062 A38/R44 F 155,625.00 ZZ
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8463064 A38/G02 F 131,650.00 ZZ
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0
8463088 A38/G02 F 232,000.00 ZZ
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0
8463122 A38/R44 F 232,000.00 ZZ
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0
1
8463126 A38/G02 F 88,800.00 ZZ
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0
8463134 A38/G02 F 150,000.00 ZZ
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0
8463138 A38/G02 F 113,500.00 ZZ
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0
8463140 A38/G02 F 189,500.00 ZZ
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0
8463150 A38/R44 F 80,000.00 ZZ
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0
8463172 A38/G02 F 332,000.00 ZZ
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6.000 1,990.51 80
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0
8463180 A38/G02 F 61,750.00 ZZ
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0
8463190 A38/G02 F 192,000.00 ZZ
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8463192 A38/G02 F 101,700.00 ZZ
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0
8463194 A38/G02 F 218,500.00 ZZ
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0
8463212 A38/R44 F 90,500.00 ZZ
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0
8463216 A38/G02 F 170,000.00 ZZ
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0
8463234 A38/R44 F 247,800.00 ZZ
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0
8463238 A38/G02 F 195,000.00 ZZ
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0
8463286 X64/G02 F 190,000.00 ZZ
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0
8463416 Q87/G02 F 26,000.00 ZZ
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0
1
8463432 T63/R44 F 120,000.00 ZZ
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0
8463460 W77/R44 F 71,740.00 TX
360 71,694.25 1
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0
8463566 W77/G02 F 135,000.00 TX
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0
8463648 W58/G02 F 156,000.00 ZZ
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0436235535 05 09/01/03 0
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0
8463650 W77/G02 F 93,350.00 T
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0
8463696 T24/R44 F 67,000.00 ZZ
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HOUSTON TX 77074 1 04/22/03 34
0435798194 01 06/01/03 0
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MEMPHIS TN 38141 1 04/25/03 34
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8686229 Q64/G02 F 109,800.00 ZZ
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ALBEMARLE NC 28001 5 05/05/03 23
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360 51,038.77 1
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WAYNESBORO VA 22980 5 04/30/03 00
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8686793 N74/R44 F 86,400.00 ZZ
360 86,257.07 1
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CHARLOTTE NC 28216 5 04/30/03 00
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360 277,586.07 1
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FORT LAUDERDALE FL 33306 5 05/02/03 00
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HAMILTON OH 45011 5 05/08/03 00
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JONESBORO IN 46938 5 02/27/03 34
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LITHONIA GA 30058 5 05/07/03 00
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BOGALUSA LA 70427 5 05/05/03 00
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HOUSTON TX 77007 2 05/06/03 34
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8688757 E22/G02 F 60,000.00 ZZ
360 59,919.21 1
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ELKHART IN 46514 5 05/09/03 34
0416701795 05 07/01/03 0
0416701795 N 06/01/33
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8688859 E22/G02 F 197,700.00 ZZ
360 197,412.91 1
7.625 1,399.31 80
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AUSTIN TX 78750 5 05/05/03 34
0416866325 05 07/01/03 0
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8688863 E22/R44 F 28,500.00 ZZ
360 28,471.86 1
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EUFAULA AL 36027 5 05/05/03 00
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360 119,854.09 2
8.500 922.70 80
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ELIZABETH NJ 07206 1 05/09/03 34
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8688883 E22/R44 F 76,500.00 ZZ
360 76,424.46 1
9.500 643.25 90
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EUFAULA AL 36027 5 05/05/03 23
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8688885 E22/R44 F 72,000.00 ZZ
360 71,916.86 1
8.750 566.42 83
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KANSAS CITY KS 66106 5 05/05/03 34
0416903862 05 07/01/03 0
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8688915 E22/G02 F 40,000.00 ZZ
360 39,944.76 1
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DORA AL 35062 1 05/09/03 34
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360 51,054.06 1
7.750 366.80 80
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AIKEN SC 29801 1 03/28/03 34
0435883921 05 05/01/03 0
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8689145 W78/R44 F 77,500.00 ZZ
360 77,249.69 1
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0435884036 05 06/01/03 0
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8689181 W78/G02 F 63,650.00 ZZ
360 63,536.45 1
8.625 495.06 95
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SAN ANTONIO TX 78201 5 04/18/03 23
0435884051 05 06/01/03 0
0041104464 O 05/01/33
0
8691435 W78/G02 F 142,150.00 ZZ
360 141,896.40 1
8.625 1,105.63 90
8.375 1,105.63
AUBREY TX 76227 1 04/11/03 34
0435884127 03 06/01/03 0
0040724353 O 05/01/33
0
8693641 S54/R44 F 55,200.00 ZZ
360 55,152.24 1
10.125 489.53 80
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AMELIA OH 45102 5 05/21/03 00
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1 O 06/01/33
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8693845 Y37/R44 F 71,200.00 ZZ
360 71,127.80 1
9.375 592.21 80
8.875 592.21
GREENVILLE SC 29605 5 05/22/03 00
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8695257 Q82/R44 F 75,000.00 ZZ
180 74,289.53 1
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LEXINGTON TX 78947 1 04/21/03 00
0435970918 05 06/01/03 0
2320030310300 O 05/01/18
0
1
8696337 Y55/R44 F 23,800.00 ZZ
240 23,647.89 1
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HOLMESVILLE OH 44633 1 12/12/02 00
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2319713 O 01/01/23
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8697071 W78/R44 F 50,000.00 ZZ
360 49,876.31 1
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DELRAY BEACH FL 33484 5 04/21/03 34
0435884200 01 06/01/03 0
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8697079 W78/R44 F 100,750.00 ZZ
360 100,491.60 1
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LAKE WORTH FL 33461 1 03/04/03 00
0435883947 05 04/01/03 0
0040962636 O 03/01/33
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8697105 W78/G02 F 96,000.00 ZZ
360 95,773.97 1
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ORANGE PARK FL 32073 5 04/04/03 34
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8697113 W78/G02 F 66,500.00 ZZ
360 66,336.60 1
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COLUMBUS GA 31907 1 04/03/03 23
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8697153 W78/G02 F 143,900.00 ZZ
360 143,577.62 1
1
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ATLANTA GA 30331 1 04/25/03 34
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8697185 Y55/R44 F 15,735.00 ZZ
180 15,726.27 1
13.990 186.32 15
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PETERSBURG VA 23805 1 05/01/03 00
0435803440 05 06/01/03 0
2334941 O 05/01/18
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8697193 Y55/R44 F 23,460.00 ZZ
360 23,446.44 1
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MARIETTA GA 30066 1 04/30/03 00
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8697199 Y55/R44 F 22,950.00 ZZ
360 22,937.28 1
13.990 271.75 15
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ANNISTON AL 36207 1 05/02/03 00
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8697201 Y55/R44 F 10,650.00 ZZ
360 10,644.12 1
13.990 126.10 15
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WEAVER AL 36277 1 05/02/03 00
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8697203 Y55/R44 F 20,910.00 ZZ
360 20,898.43 1
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HARVEST AL 35749 1 04/30/03 00
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8697205 Y55/R44 F 14,850.00 ZZ
180 14,841.76 1
13.990 175.84 15
13.490 175.84
NORFOLK VA 23509 1 05/02/03 00
0435800941 05 06/01/03 0
2348956 O 05/01/18
0
8697209 Y55/R44 F 16,400.00 ZZ
180 16,387.94 1
12.740 178.09 20
12.240 178.09
PORTSMOUTH VA 23703 1 04/30/03 00
0435794284 03 06/01/03 0
2349222 O 05/01/18
0
8697211 Y55/R44 F 13,300.00 ZZ
180 13,292.65 1
13.990 157.48 21
13.490 157.48
PORTSMOUTH VA 23702 1 04/30/03 00
0435796941 05 06/01/03 0
2349238 O 05/01/18
0
8697215 Y55/R44 F 18,000.00 ZZ
180 17,990.04 1
13.990 213.13 20
13.490 213.13
WINDSOR VA 23487 1 04/30/03 00
0435784905 05 06/01/03 0
2349333 O 05/01/18
0
8697225 Y55/R44 F 26,000.00 ZZ
360 25,978.64 1
12.240 272.25 20
11.740 272.25
TAMPA FL 33619 1 04/30/03 00
0435797485 05 06/01/03 0
2381139 O 05/01/33
0
1
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180 14,924.78 1
13.990 199.66 15
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TAMARAC FL 33319 1 04/30/03 00
0435794219 01 06/01/03 0
2381346 O 05/01/18
0
8697237 Y55/R44 F 36,550.00 ZZ
180 36,098.76 1
13.990 432.78 16
13.490 432.78
WAXHAW NC 28173 1 04/30/03 00
0435793336 03 06/01/03 0
2381527 O 05/01/18
0
8697239 Y55/R44 F 11,985.00 ZZ
360 11,964.45 1
8.820 94.89 15
8.320 94.89
SPRINGFIELD TN 37172 1 05/01/03 00
0435794573 05 06/01/03 0
2381541 O 05/01/33
0
8697243 Y55/R44 F 21,750.00 ZZ
360 21,730.88 1
13.990 257.54 15
13.490 257.54
HOUSTON TX 77066 1 04/30/03 00
0435802368 05 06/01/03 0
2386278 O 05/01/33
0
8697245 Y55/R44 F 33,300.00 ZZ
360 33,274.11 1
12.490 355.14 20
11.990 355.14
SULTON WA 98294 1 05/02/03 00
0435808118 05 06/01/03 0
2386582 O 05/01/33
0
8697251 Y55/R44 F 12,750.00 ZZ
360 12,736.88 1
12.740 138.45 15
12.240 138.45
1
HOUSTON TX 77013 1 04/30/03 00
0435808423 05 06/01/03 0
2386849 O 05/01/33
0
8697253 Y55/R44 F 26,368.00 ZZ
360 26,344.83 1
13.990 312.22 10
13.490 312.22
HUMBLE TX 77345 1 04/30/03 00
0435796073 05 06/01/03 0
2386865 O 05/01/33
0
8697257 Y55/R44 F 24,580.00 ZZ
180 24,559.81 1
12.240 257.38 20
11.740 257.38
NORFOLK VA 23502 1 04/30/03 00
0435801147 05 06/01/03 0
2349350 O 05/01/18
0
8697285 Y55/R44 F 15,400.00 ZZ
180 15,382.33 1
11.990 158.29 20
11.490 158.29
CORPUS CHRISTI TX 78415 1 05/02/03 00
0435801089 05 06/01/03 0
2359265 O 05/01/18
0
8697287 Y55/R44 F 32,800.00 ZZ
180 32,787.95 1
13.990 388.38 20
13.490 388.38
EVANSVILLE IN 47711 1 05/01/03 00
0435800487 05 07/01/03 0
2359327 O 06/01/18
0
8697289 Y55/R44 F 13,600.00 ZZ
180 13,531.78 1
13.990 181.03 10
13.490 181.03
MECHANICSBURG OH 43044 1 04/30/03 00
0435808241 05 06/01/03 0
2361921 O 05/01/18
0
1
8697297 Y55/R44 F 20,985.00 ZZ
180 20,968.76 1
13.990 248.48 15
13.490 248.48
REYNOLDSBURG OH 43068 1 05/01/03 00
0435799010 05 06/01/03 0
2362256 O 05/01/18
0
8697303 Y55/R44 F 15,225.00 ZZ
180 15,211.62 1
13.990 180.28 15
13.490 180.28
LEWISVILLE TX 75067 1 04/30/03 00
0435785043 05 06/01/03 0
2362312 O 05/01/18
0
8697305 Y55/R44 F 19,100.00 ZZ
180 19,001.10 1
13.990 254.23 10
13.490 254.23
DALLAS TX 75214 1 05/02/03 00
0435793112 05 06/01/03 0
2362334 O 05/01/18
0
8697307 Y55/R44 F 10,350.00 ZZ
180 10,283.44 1
11.990 124.15 15
11.490 124.15
CLEBURNE TX 76033 1 05/02/03 00
0435807821 05 06/01/03 0
2362382 O 05/01/18
0
8697313 Y55/R44 F 14,680.00 ZZ
180 14,674.61 1
13.990 173.82 20
13.490 173.82
TULSA OK 74107 1 05/07/03 00
0435794722 05 07/01/03 0
2367085 O 06/01/18
0
8697317 Y55/R44 F 12,400.00 ZZ
180 12,389.08 1
1
13.990 146.83 10
13.490 146.83
GARLAND TX 75040 1 05/01/03 00
0435809009 05 06/01/03 0
2367331 O 05/01/18
0
8697321 Y55/R44 F 18,600.00 ZZ
180 18,587.07 1
12.990 205.61 15
12.490 205.61
OKLAHOMA CITY OK 73162 1 04/30/03 00
0435807870 05 06/01/03 0
2367490 O 05/01/18
0
8697323 Y55/R44 F 10,000.00 ZZ
180 9,977.80 1
13.990 118.41 17
13.490 118.41
FT WORTH TX 76116 1 05/01/03 00
0435800545 05 06/01/03 0
2373011 O 05/01/18
0
8697335 Y55/R44 F 16,500.00 ZZ
180 16,485.51 1
13.990 195.37 15
13.490 195.37
DESOTO TX 75115 1 04/30/03 00
0435801725 05 06/01/03 0
2373005 O 05/01/18
0
8697339 Y55/R44 F 19,200.00 ZZ
360 19,184.84 1
12.490 204.76 20
11.990 204.76
CHICAGO IL 60628 1 04/30/03 00
0435797576 05 06/01/03 0
2373034 O 05/01/33
0
8697341 Y55/R44 F 22,950.00 ZZ
180 22,929.81 1
13.990 271.75 15
13.490 271.75
SEAGOVILLE TX 75159 1 04/30/03 00
0435804984 05 06/01/03 0
1
2373078 O 05/01/18
0
8697343 Y55/R44 F 28,155.00 ZZ
360 28,130.24 1
13.990 333.38 15
13.490 333.38
CORINTH TX 76208 1 04/30/03 00
0435799234 05 06/01/03 0
2377265 O 05/01/33
0
8697345 Y55/R44 F 47,320.00 ZZ
180 47,278.41 1
13.990 560.31 20
13.490 560.31
GRAND PRAIRIE TX 75052 1 04/30/03 00
0435790746 03 06/01/03 0
2373095 O 05/01/18
0
8697347 Y55/R44 F 26,600.00 ZZ
180 26,576.61 1
13.990 314.97 10
13.490 314.97
PLANO TX 75025 1 04/30/03 00
0435793963 05 06/01/03 0
2373270 O 05/01/18
0
8697349 Y55/R44 F 14,450.00 ZZ
180 14,372.32 1
13.740 168.24 10
13.240 168.24
LONGVIEW TX 75605 1 05/01/03 00
0435805460 05 06/01/03 0
2373299 O 05/01/18
0
8697355 Y55/R44 F 25,876.00 ZZ
180 25,857.51 1
11.990 265.96 20
11.490 265.96
BEDFORD TX 76022 1 05/06/03 00
0435797220 05 07/01/03 0
2377268 O 06/01/18
0
1
8697371 Y55/R44 F 26,150.00 ZZ
360 26,127.02 1
13.990 309.64 15
13.490 309.64
ARLINGTON TX 76002 1 05/05/03 00
0435797048 05 06/01/03 0
2377291 O 05/01/33
0
8697373 Y55/R44 F 10,875.00 ZZ
180 10,871.00 1
13.990 128.77 15
13.490 128.77
MILWAUKEE WI 53218 1 05/06/03 00
0435802293 05 07/01/03 0
2376956 O 06/01/18
0
8697375 Y55/R44 F 13,980.00 ZZ
180 13,967.35 1
13.740 162.77 20
13.240 162.77
FORT WORTH TX 76133 1 04/30/03 00
0435807946 05 06/01/03 0
2377053 O 05/01/18
0
8697379 Y55/R44 F 33,000.00 ZZ
180 32,964.78 1
12.490 351.94 20
11.990 351.94
DALLAS TX 75205 1 04/30/03 00
0435801600 01 06/01/03 0
2377192 O 05/01/18
0
8697385 Y55/R44 F 12,750.00 ZZ
360 12,743.26 1
13.990 150.97 15
13.490 150.97
DALLAS TX 75227 1 05/02/03 00
0435790886 05 07/01/03 0
2377396 O 06/01/33
0
8697401 Y55/R44 F 41,350.00 ZZ
360 41,279.14 1
8.820 327.37 20
8.320 327.37
1
NASHVILLE TN 37218 1 04/30/03 00
0435807771 05 06/01/03 0
2329429 O 05/01/33
0
8697405 Y55/R44 F 21,295.00 ZZ
360 21,258.52 1
8.820 168.59 20
8.320 168.59
SMYRNA TN 37167 1 04/30/03 00
0435799101 05 06/01/03 0
2329886 O 05/01/33
0
8697409 Y55/R44 F 26,940.00 ZZ
360 26,912.23 1
12.740 292.55 20
12.240 292.55
HOUSTON TX 77090 1 05/02/03 00
0435807995 05 06/01/03 0
2387109 O 05/01/33
0
8697411 Y55/R44 F 26,800.00 ZZ
360 26,777.19 1
11.990 275.46 20
11.490 275.46
GALVESTON TX 77551 1 05/01/03 00
0435802509 05 07/01/03 0
2387141 O 06/01/33
0
8697413 Y55/R44 F 26,400.00 ZZ
360 26,372.57 1
13.990 312.60 15
13.490 312.60
MEADOWLAKES TX 78654 1 04/30/03 00
0435808605 05 06/01/03 0
2387150 O 05/01/33
0
8697415 Y55/R44 F 11,850.00 ZZ
360 11,839.60 1
13.990 140.31 20
13.490 140.31
HOUSTON TX 77039 1 04/30/03 00
0435808522 05 06/01/03 0
2387173 O 05/01/33
0
1
8697419 Y55/R44 F 19,000.00 ZZ
180 18,983.29 1
13.990 224.98 20
13.490 224.98
MISSOURI CITY TX 77489 1 04/30/03 00
0435794896 03 06/01/03 0
2387241 O 05/01/18
0
8697425 Y55/R44 F 22,000.00 ZZ
360 21,962.29 1
8.820 174.18 20
8.320 174.18
LAVERGNE TN 37086 1 04/30/03 00
0435796958 05 06/01/03 0
2395012 O 05/01/33
0
8697429 Y55/R44 F 13,830.00 ZZ
360 13,806.30 1
8.820 109.49 20
8.320 109.49
HARRIMAN TN 37748 1 05/01/03 00
0435805411 05 06/01/03 0
2395048 O 05/01/33
0
8697697 E22/R44 F 92,700.00 ZZ
360 92,590.15 1
8.625 721.01 85
8.125 721.01
ORLANDO FL 32818 5 05/06/03 34
0416009629 05 07/01/03 0
0416009629 O 06/01/33
0
8697723 E22/R44 F 75,000.00 ZZ
180 74,560.26 1
7.875 711.34 45
7.375 711.34
MC CALLA AL 35111 5 05/07/03 00
0416355428 03 07/01/03 0
0416355428 O 06/01/18
0
8697775 E22/R44 F 129,000.00 ZZ
360 128,847.13 1
1
8.625 1,003.35 80
8.125 1,003.35
STARKSBORO VT 05487 5 05/06/03 00
0416542264 05 07/01/03 0
0416542264 O 06/01/33
0
8697795 E22/R44 F 61,000.00 ZZ
360 60,909.18 1
7.500 426.52 47
7.000 426.52
CLEARWATER FL 33756 5 05/06/03 00
0416578508 05 07/01/03 0
0416578508 O 06/01/33
0
8697837 E22/R44 F 40,000.00 ZZ
360 39,942.30 1
7.875 290.03 58
7.375 290.03
NEW PORT RICHEY FL 34654 5 05/06/03 00
0416673978 27 07/01/03 0
0416673978 O 06/01/33
0
8697845 E22/G02 F 60,000.00 ZZ
360 59,915.03 1
7.750 429.85 73
7.500 429.85
OKLAHOMA CITY OK 73160 5 05/12/03 34
0416684850 05 07/01/03 0
0416684850 N 06/01/33
0
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8734635 T38/G02 F 169,000.00 ZZ
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8734647 T38/G02 F 148,000.00 ZZ
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8734685 T38/G02 F 194,400.00 ZZ
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8734707 T38/G02 F 344,000.00 ZZ
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8734757 T38/R44 F 277,500.00 ZZ
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8734813 T38/R44 F 370,000.00 ZZ
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1
8734819 T38/G02 F 50,000.00 ZZ
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8734855 T38/G02 F 180,000.00 ZZ
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8734871 T38/G02 F 244,500.00 ZZ
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8734877 T38/G02 F 132,000.00 ZZ
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0
8734883 T38/R44 F 242,000.00 ZZ
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0
8734891 T38/G02 F 113,000.00 ZZ
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8735459 T38/G02 F 350,000.00 ZZ
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8735641 T38/G02 F 180,000.00 ZZ
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8735669 T38/G02 F 245,700.00 ZZ
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8735671 T38/G02 F 192,000.00 ZZ
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8735679 T38/R44 F 97,600.00 ZZ
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8735687 T38/R44 F 385,000.00 ZZ
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8735701 T38/G02 F 75,000.00 ZZ
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8735709 T38/R44 F 77,000.00 ZZ
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8735717 T38/G02 F 200,000.00 ZZ
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8735719 T38/R44 F 150,000.00 ZZ
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8735729 T38/R44 F 172,000.00 ZZ
360 171,147.41 1
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8735731 T38/G02 F 175,000.00 ZZ
360 174,384.80 1
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8735795 T38/G02 F 154,890.00 ZZ
360 154,542.96 1
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8735815 T38/G02 F 135,000.00 ZZ
360 134,631.86 1
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8735833 T38/R44 F 190,400.00 ZZ
360 189,904.45 1
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8735847 T38/R44 F 198,500.00 ZZ
360 198,003.24 1
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8735855 T38/G02 F 90,000.00 ZZ
360 89,815.76 1
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360 187,392.64 1
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0
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0
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0
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0
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0
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0
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8736133 T38/R44 F 175,500.00 ZZ
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0
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0
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0
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0
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0435907654 05 06/01/03 0
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0
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0
8736191 T38/R44 F 265,000.00 ZZ
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0435931498 05 05/01/03 0
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0
8736211 T38/G02 F 150,000.00 ZZ
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1
8736227 T38/G02 F 160,000.00 ZZ
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0
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0
8736255 Q64/R44 F 32,500.00 T
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0
8736261 T38/R44 F 144,000.00 ZZ
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0
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360 372,750.43 1
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0
8736265 T38/R44 F 62,000.00 ZZ
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0
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0
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0
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0
8736309 T38/G02 F 211,500.00 ZZ
360 211,040.12 1
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0435907142 05 06/01/03 0
1
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0
8736319 T38/R44 F 53,600.00 ZZ
360 53,343.24 2
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0
8736323 T38/R44 F 168,000.00 ZZ
360 167,519.28 1
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XXX XXXXXXX XX 00000 5 04/17/03 34
0435923024 05 06/01/03 0
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0
8736335 T38/R44 F 109,500.00 ZZ
180 108,443.10 1
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0435919162 05 06/01/03 0
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0
8736343 T38/G02 F 97,000.00 ZZ
180 95,075.94 1
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0435907316 07 06/01/03 0
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0
8736349 T38/G02 F 319,050.00 ZZ
360 318,298.79 1
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XXXX XXXXXXX XX 00000 5 04/17/03 34
0435913058 05 06/01/03 0
6000053243 O 05/01/33
0
1
8736351 T38/G02 F 178,681.00 ZZ
360 178,143.66 1
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0435926860 05 06/01/03 0
1000107463 O 05/01/33
0
8736355 T38/G02 F 195,000.00 ZZ
360 194,461.59 1
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0435920665 05 06/01/03 0
6000055117 O 05/01/33
0
8736361 T38/G02 F 135,000.00 ZZ
360 134,696.94 1
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XXX XXXXXXX XX 00000 5 04/10/03 34
0435929195 05 06/01/03 0
1000107477 O 05/01/33
0
8736369 T38/G02 F 168,500.00 ZZ
360 168,017.83 1
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0435929179 05 06/01/03 0
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0
8736377 T38/G02 F 192,000.00 ZZ
360 191,610.15 1
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XXXX XX 00000 5 04/14/03 34
0435929203 05 06/01/03 0
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0
8736383 T38/R44 F 180,000.00 ZZ
360 179,620.23 1
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1
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6000055243 O 05/01/33
0
8736415 T38/G02 F 60,210.00 ZZ
360 60,069.57 1
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0435930136 05 06/01/03 0
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0
8736417 T38/G02 F 318,750.00 ZZ
360 317,960.01 1
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0435907837 05 06/01/03 0
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0
8736451 T38/R44 F 159,000.00 ZZ
360 158,540.64 1
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0435915723 05 06/01/03 0
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0
8736463 T38/G02 F 227,000.00 ZZ
360 226,219.20 1
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XXXX XXXXXXX XX 00000 5 03/28/03 34
0435915749 05 05/01/03 0
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0
8736465 T38/R44 F 304,500.00 ZZ
360 303,693.50 1
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XXX XXXXX XX 00000 5 04/25/03 34
0435907795 05 06/01/03 0
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0
1
8736473 T38/R44 F 195,000.00 ZZ
360 194,442.02 3
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XXX XXXXXXX XX 00000 5 04/21/03 34
0435907787 05 06/01/03 0
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0
8736483 T38/R44 F 174,250.00 ZZ
360 173,788.48 1
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0435907779 05 06/01/03 0
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0
8736503 T38/G02 F 220,500.00 ZZ
360 219,900.78 1
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0435917943 05 06/01/03 0
1000109275 O 05/01/33
0
8736507 T38/G02 F 166,500.00 ZZ
360 166,075.88 1
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0435915731 05 06/01/03 0
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0
8736511 T38/G02 F 314,100.00 ZZ
360 313,462.21 1
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7.740 2,302.57
XXXX XX 00000 2 04/14/03 34
0435914569 05 06/01/03 0
1000107614 O 05/01/33
0
8736515 T38/G02 F 96,900.00 ZZ
360 96,653.16 1
1
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0435920681 05 06/01/03 0
6000055465 O 05/01/33
0
8736525 T38/G02 F 140,250.00 ZZ
180 138,903.26 1
6.900 1,252.78 74
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0435941554 05 06/01/03 0
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0
8736529 T38/R44 F 179,000.00 ZZ
360 178,290.55 1
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AREA OF XXX XXX XX 00000 5 04/11/03 34
0435922612 05 06/01/03 0
1000107661 O 05/01/33
0
8736531 T38/G02 F 202,500.00 ZZ
360 201,725.41 2
6.250 1,246.83 70
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0435941232 05 05/01/03 0
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0
8736535 T38/G02 F 183,000.00 ZZ
360 182,476.34 1
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0435917976 05 06/01/03 0
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0
8736545 T38/G02 F 140,000.00 ZZ
360 139,694.88 1
7.700 998.15 88
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XXXXX XXXX XX 00000 5 04/09/03 34
0435920715 05 06/01/03 0
1
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0
8736547 T38/G02 F 200,000.00 ZZ
360 199,480.49 1
6.750 1,297.20 80
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XXXXXXXX XX 00000 2 04/23/03 34
0435918719 05 06/01/03 0
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0
8736549 T38/R44 F 314,500.00 ZZ
360 313,642.41 1
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0435921564 05 06/01/03 0
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0
8736561 T38/G02 F 157,500.00 ZZ
180 155,796.63 1
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XXXXXXX XXXXX XX 00000 1 04/11/03 34
0435920079 05 06/01/03 0
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0
8736563 T38/G02 F 256,000.00 ZZ
360 255,267.48 1
6.250 1,576.24 80
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0435920731 05 06/01/03 0
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0
8736565 T38/R44 F 170,400.00 ZZ
360 169,977.66 1
6.990 1,132.54 80
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XXXXXX XX 00000 1 04/23/03 34
0435905435 01 06/01/03 0
1000109405 O 05/01/33
0
1
8736571 T38/G02 F 265,500.00 ZZ
360 264,810.36 1
6.750 1,722.03 90
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XXXXXXXXX XX 00000 5 04/22/03 34
0435905468 05 06/01/03 0
1000109437 O 05/01/33
0
8736573 T38/G02 F 154,500.00 ZZ
360 153,885.17 1
6.750 1,002.09 79
6.500 1,002.09
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0435928114 05 06/01/03 0
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0
8736575 T38/R44 F 121,000.00 ZZ
360 120,723.46 1
7.400 837.78 80
6.900 837.78
XXXXXXXX XXXXX XX 00000 5 04/04/03 00
0435920202 05 06/01/03 0
6000055664 O 05/01/33
0
8736577 T38/G02 F 201,600.00 ZZ
360 201,050.28 1
6.500 1,274.25 84
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XXXXXXX XX 00000 5 04/23/03 34
0435905476 05 06/01/03 0
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0
8736579 T38/R44 F 281,900.00 ZZ
360 281,131.33 1
6.500 1,781.80 83
6.000 1,781.80
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0435928098 05 06/01/03 0
1000107208 O 05/01/33
0
8736581 T38/G02 F 101,000.00 ZZ
360 100,780.47 1
7.790 726.38 66
7.540 726.38
1
XXXXX XX 00000 5 04/02/03 34
0435921218 05 06/01/03 0
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0
8736605 T38/G02 F 292,500.00 ZZ
360 291,702.42 1
6.500 1,848.80 90
6.250 1,848.80
XXXXXXXXXX XX 00000 5 04/09/03 34
0435907209 05 06/01/03 0
1000107283 O 05/01/33
0
8736607 T38/G02 F 84,000.00 ZZ
180 82,931.38 1
6.400 727.13 68
6.150 727.13
XX XXXXXXXXXX XX 00000 5 04/04/03 34
0435899281 05 06/01/03 0
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0
8738311 T87/T87 F 81,600.00 ZZ
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0
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0
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0
8738317 T87/T87 F 52,500.00 ZZ
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1
8738325 T87/T87 F 531,900.00 T
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0
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0
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0
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1
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1
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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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180 54,963.49 1
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0
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0
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0
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0
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0
1
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0
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0
8738501 T87/T87 F 34,200.00 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
8738509 T87/T87 F 35,400.00 ZZ
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0
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0
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0
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0
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0
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0
8738521 T87/T87 F 355,500.00 ZZ
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0
8738523 T87/T87 F 164,700.00 ZZ
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0
8738525 T87/T87 F 121,500.00 ZZ
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0
8738529 T87/T87 F 138,550.00 ZZ
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0
1
8738531 T87/T87 F 228,000.00 ZZ
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0
8738533 T87/T87 F 108,000.00 ZZ
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0
8738535 T87/T87 F 200,000.00 ZZ
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0
8738537 T87/T87 F 104,400.00 ZZ
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1010026417 05 07/01/03 0
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0
8738539 T87/T87 F 108,500.00 ZZ
360 108,191.35 1
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1010026442 05 07/01/03 0
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0
8738541 T87/T87 F 240,000.00 ZZ
360 239,725.68 1
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1
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0
8738543 T87/T87 F 132,000.00 ZZ
360 131,803.07 1
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0
8738547 T87/T87 F 189,550.00 ZZ
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0
8738549 T87/T87 F 164,000.00 ZZ
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0
8738551 T87/T87 F 455,000.00 T
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1010026546 05 07/01/03 0
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0
8738553 T87/T87 F 320,000.00 ZZ
360 319,355.16 1
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1010026559 05 07/01/03 0
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0
1
8738555 T87/T87 F 127,400.00 ZZ
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0
8738557 T87/T87 F 52,000.00 ZZ
360 51,922.97 1
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0
8738559 T87/T87 F 76,440.00 ZZ
360 76,313.07 1
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0
8738561 T87/T87 F 78,800.00 ZZ
360 78,666.56 1
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0
8738563 T87/T87 F 126,000.00 ZZ
360 125,778.13 1
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0
8738565 T87/T87 F 123,250.00 ZZ
360 123,049.34 1
1
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0
8738567 T87/T87 F 384,000.00 ZZ
360 383,269.38 1
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4040011556 05 07/01/03 0
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0
8738569 T87/T87 F 185,400.00 ZZ
360 185,079.84 1
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0
8738571 T87/T87 F 500,000.00 ZZ
360 499,093.51 1
6.500 3,160.35 75
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4040011637 05 07/01/03 0
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0
8738573 T87/T87 F 294,500.00 ZZ
360 293,991.44 1
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4040011685 09 07/01/03 0
4040011685 O 06/01/33
0
8738575 T87/T87 F 255,150.00 ZZ
360 254,635.83 1
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4040011746 03 07/01/03 0
1
4040011746 O 06/01/33
0
8738577 T87/T87 F 214,800.00 ZZ
360 214,406.79 1
6.450 1,350.63 80
5.950 1,350.63
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4040011765 09 07/01/03 0
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0
8738579 T87/T87 F 187,500.00 ZZ
360 187,223.59 1
7.550 1,317.46 75
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6000017069 05 07/01/03 0
6000017069 O 06/01/33
0
8738581 T87/T87 F 90,000.00 ZZ
360 89,846.09 1
6.800 586.74 47
6.300 586.74
XXXXXXXXXX XXXX XX 00000 5 05/13/03 00
6000017394 05 07/01/03 0
6000017394 O 06/01/33
0
8738583 T87/T87 F 51,750.00 ZZ
360 51,703.51 1
9.950 452.24 90
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6100001980 05 07/01/03 0
6100001980 O 06/01/33
0
8738587 T87/T87 F 184,000.00 ZZ
360 183,459.44 1
7.800 1,324.57 80
7.300 1,324.57
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7000005418 05 06/05/03 0
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0
1
8738589 T87/T87 F 246,000.00 ZZ
360 245,626.33 1
7.400 1,703.26 90
6.900 1,703.26
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7000005461 05 07/01/03 0
7000005461 O 06/01/33
0
8738591 T87/T87 F 162,000.00 ZZ
360 161,709.51 1
8.600 1,257.14 78
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7000005524 09 06/01/03 0
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FONTANA CA 92336 5 05/16/03 34
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40030612 O 06/01/33
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03005145 O 06/01/33
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8743519 T38/G02 F 202,000.00 ZZ
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EL MONTE CA 91732 1 03/26/03 34
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1000103156 O 04/01/33
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DALY CITY CA 94014 5 03/26/03 34
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1000103303 O 04/01/33
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8743527 T38/G02 F 78,550.00 ZZ
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MORENO VALLEY CA 92553 1 04/03/03 34
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1000103845 O 05/01/33
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8743531 T38/G02 F 297,000.00 ZZ
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LA MIRADA CA 90638 5 03/21/03 34
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1000103963 O 04/01/33
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8743541 T38/G02 F 165,750.00 ZZ
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SUN VALLEY AREA CA 91352 5 04/02/03 34
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1000104218 O 05/01/33
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8743547 T38/G02 F 320,000.00 ZZ
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VALLEY STREAM NY 11581 5 03/27/03 34
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1000104526 O 05/01/33
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8743549 T38/G02 F 160,000.00 ZZ
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SANTA BARBARA CA 93111 5 03/20/03 00
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1000104546 O 04/01/18
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8743551 T38/R44 F 134,500.00 ZZ
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GLEN ALLEN VA 23059 2 04/15/03 34
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1000104614 O 05/01/33
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8743555 T38/R44 F 118,000.00 ZZ
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LONG BEACH CA 90805 5 04/02/03 34
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1000104677 O 05/01/33
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PLACENTIA CA 92870 5 03/20/03 34
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1000104704 O 04/01/33
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8743561 T38/R44 F 118,000.00 ZZ
360 117,696.45 1
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LA MIRADA CA 90638 5 03/27/03 00
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1000104789 O 05/01/33
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8743573 T38/R44 F 152,000.00 ZZ
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UPLAND CA 91784 5 04/08/03 00
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1000104861 O 05/01/33
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8743577 T38/G02 F 161,500.00 ZZ
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SAN DIEGO CA 92139 5 03/18/03 34
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1000105095 O 04/01/33
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8743637 T38/G02 F 185,100.00 ZZ
360 184,423.87 1
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OAKLAND CA 94605 5 03/21/03 34
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1000105176 O 04/01/33
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8743667 T38/G02 F 249,000.00 ZZ
360 247,972.18 1
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LAGUNA HILLS CA 92653 5 03/25/03 34
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1000105191 O 04/01/33
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8743673 T38/R44 F 276,000.00 ZZ
360 274,951.84 1
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YORBA LINDA CA 92886 5 03/24/03 34
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1000105262 O 04/01/33
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8743675 T38/G02 F 268,000.00 ZZ
360 267,356.37 1
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COTATI CA 94931 5 04/16/03 34
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1000108386 O 05/01/33
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8743677 T38/G02 F 248,000.00 ZZ
360 247,322.45 1
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GLENDALE CA 91203 5 04/01/03 34
0435920913 05 06/01/03 0
1000105301 O 05/01/33
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8743679 T38/R44 F 172,000.00 ZZ
360 171,495.89 1
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NAPA CA 94558 5 04/22/03 34
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1000108390 O 05/01/33
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8743681 T38/G02 F 238,500.00 ZZ
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NEVADA CITY CA 95959 5 04/03/03 34
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8743683 U18/G02 F 110,500.00 ZZ
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NASHVILLE TN 37214 5 05/13/03 34
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TN0239826032 N 06/01/33
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8743685 T38/R44 F 244,800.00 ZZ
360 244,161.35 1
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PICO RIVERA CA 90660 5 04/16/03 34
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1000108397 O 05/01/33
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8743689 T38/G02 F 174,000.00 ZZ
360 173,524.72 1
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WHITTIER CA 90601 5 04/18/03 34
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1000108426 O 05/01/33
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8743693 T38/G02 F 357,000.00 ZZ
360 356,105.23 1
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SALINAS CA 93906 5 04/16/03 34
0435912175 05 06/01/03 0
1000108450 O 05/01/33
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8743695 T38/G02 F 230,000.00 ZZ
360 228,962.00 1
5.990 1,377.49 77
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SAN DIEGO CA 92154 5 03/24/03 34
0435916051 05 05/01/03 0
1000105557 O 04/01/33
0
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180 80,369.61 1
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LA QUINTA CA 92253 2 03/27/03 00
0435916135 05 05/01/03 0
1000105636 O 04/01/18
0
8743701 T38/G02 F 200,000.00 ZZ
360 199,320.92 1
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DOWNEY CA 90240 5 04/14/03 34
0435914924 05 06/01/03 0
1000108461 O 05/01/33
0
8743705 T38/R44 F 206,000.00 ZZ
360 204,979.40 1
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LONG BEACH CA 90808 5 04/16/03 34
0435914940 05 06/01/03 0
1000108483 O 05/01/33
0
8743707 T38/G02 F 332,000.00 ZZ
360 331,049.18 1
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DOWNEY CA 90242 5 03/28/03 34
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1000105728 O 05/01/33
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8743709 T38/G02 F 240,000.00 ZZ
360 239,244.65 1
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CONCORD CA 94518 5 04/23/03 34
0435914957 05 06/01/03 0
1000108531 O 05/01/33
0
8743711 T38/G02 F 88,500.00 ZZ
180 87,619.63 1
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RIALTO CA 92376 2 03/27/03 34
0435916150 05 06/01/03 0
1000105734 O 05/01/18
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8743713 T38/G02 F 310,000.00 ZZ
360 309,248.17 1
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ALTADENA (AREA) CA 91001 5 04/22/03 23
0435914965 05 06/01/03 0
1000108540 O 05/01/33
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8743733 T38/G02 F 150,100.00 ZZ
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MIAMI FL 33193 5 04/04/03 34
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1000105864 O 05/01/18
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8743735 T38/G02 F 196,000.00 ZZ
360 195,353.43 1
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AREA OF LOS ANG CA 90022 1 04/16/03 34
0435914908 05 06/01/03 0
1000108549 O 05/01/33
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8743739 T38/G02 F 172,000.00 ZZ
360 171,507.82 1
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HEMET CA 92545 1 04/21/03 34
0435914742 05 06/01/03 0
1000108568 O 05/01/33
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8743741 T38/G02 F 129,950.00 ZZ
360 129,644.03 1
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BLOOMINGTON CA 92316 1 04/15/03 34
0435914734 05 06/01/03 0
1000108600 O 05/01/33
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1
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360 256,332.44 2
6.750 1,666.90 80
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LOS ANGELES CA 90066 5 03/27/03 34
0435917760 05 06/01/03 0
1000105881 O 05/01/33
0
8743749 T38/G02 F 213,600.00 ZZ
360 212,988.78 1
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CHINO HILLS CA 91709 1 04/22/03 34
0435914767 05 06/01/03 0
1000108669 O 05/01/33
0
8743757 T38/G02 F 136,850.00 ZZ
360 136,569.85 1
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MORENO VALLEY CA 92557 5 04/02/03 34
0435941463 05 06/01/03 0
1000105964 O 05/01/33
0
8743759 T38/G02 F 148,000.00 ZZ
360 147,615.55 1
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SANTA CLARITA CA 91355 1 04/25/03 34
0435913587 01 06/01/03 0
1000108719 O 05/01/33
0
8743761 T38/R44 F 85,500.00 ZZ
360 85,277.89 1
6.750 554.56 90
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CRESTLINE CA 92325 5 04/03/03 34
0435917901 05 06/01/03 0
1000105981 O 05/01/33
0
8743771 T38/G02 F 100,300.00 ZZ
360 100,061.49 1
1
7.200 680.83 85
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LANCASTER CA 93536 5 04/17/03 34
0435931654 05 06/01/03 0
1000108791 O 05/01/33
0
8743775 T38/G02 F 400,000.00 ZZ
360 398,391.03 1
5.990 2,395.64 78
5.740 2,395.64
CORONA CA 92883 5 03/25/03 34
0435924279 05 05/01/03 0
1000106078 O 04/01/33
0
8743777 T38/G02 F 126,000.00 ZZ
360 125,614.53 1
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SANTA CLARITA CA 91350 5 04/21/03 00
0435931753 05 06/01/03 0
1000108924 O 05/01/33
0
8743789 T38/G02 F 100,000.00 ZZ
360 99,745.27 1
6.850 655.26 44
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CINCINNATI OH 45247 5 04/07/03 00
0435924550 05 06/01/03 0
1000106110 O 05/01/33
0
8743795 T38/G02 F 140,800.00 ZZ
360 140,416.05 1
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RIALTO CA 92376 1 03/31/03 34
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1000106176 O 05/01/33
0
8743815 T38/G02 F 200,000.00 ZZ
360 199,449.34 1
6.450 1,257.57 76
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LA MIRADA CA 90638 5 04/02/03 34
0435926795 05 06/01/03 0
1
1000106294 O 05/01/33
0
8743819 T38/G02 F 331,960.00 ZZ
360 331,054.81 1
6.500 2,098.22 80
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RANCHO CUCAMONG CA 91701 1 04/22/03 34
0435926787 05 06/01/03 0
1000106342 O 05/01/33
0
8743821 T38/G02 F 184,300.00 ZZ
360 183,866.05 2
7.250 1,257.26 77
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SOUTH GATE CA 90280 5 04/23/03 34
0435925433 05 06/01/03 0
1000109145 O 05/01/33
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8743829 T38/G02 F 280,500.00 ZZ
360 279,372.48 1
5.990 1,679.94 72
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ANAHEIM CA 92804 5 03/26/03 34
0435926837 05 05/01/03 0
1000106401 O 04/01/33
0
8743833 T38/R44 F 160,000.00 ZZ
360 159,508.18 1
5.875 946.47 73
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PICO RIVERA CA 90660 5 04/24/03 34
0435925722 05 06/01/03 0
1000109212 O 05/01/33
0
8743843 T38/G02 F 175,100.00 ZZ
360 174,573.43 1
5.990 1,048.69 85
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PALMDALE CA 93551 5 04/23/03 34
0435917653 05 06/01/03 0
1000109382 O 05/01/33
0
1
8743849 T38/G02 F 224,800.00 ZZ
360 224,198.77 1
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6.350 1,435.71
FILLMORE CA 93015 2 04/24/03 34
0435927959 05 06/01/03 0
1000106520 O 05/01/33
0
8743855 T38/R44 F 85,500.00 ZZ
360 85,308.45 1
7.500 597.83 90
7.000 597.83
PHOENIX AZ 85009 5 04/25/03 34
0435917638 05 06/01/03 0
1000109503 O 05/01/33
0
8743857 T38/G02 F 204,000.00 ZZ
360 203,230.53 1
7.375 1,408.98 85
7.125 1,408.98
LONG BEACH CA 90805 5 04/15/03 34
0435926621 05 06/01/03 0
1000106597 O 05/01/33
0
8743859 T38/G02 F 342,000.00 ZZ
360 341,021.39 1
6.250 2,105.76 54
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SAN JOSE CA 95135 5 04/23/03 34
0435917729 05 06/01/03 0
1000109551 O 05/01/33
0
8743861 T38/G02 F 325,000.00 ZZ
360 324,070.03 1
6.250 2,001.09 46
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SARATOGA CA 95070 2 04/24/03 00
0435928254 05 06/01/03 0
1000106602 O 05/01/33
0
8743863 T38/G02 F 213,600.00 ZZ
360 212,892.09 2
6.990 1,419.66 80
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1
INGLEWOOD CA 90304 5 03/28/03 34
0435926613 05 05/01/03 0
1000106627 O 04/01/33
0
8743865 T38/G02 F 283,500.00 ZZ
360 282,832.51 1
7.250 1,933.97 90
7.000 1,933.97
WHITTIER CA 90603 5 04/23/03 34
0435940895 05 06/01/03 0
1000109570 O 05/01/33
0
8743867 T38/G02 F 170,000.00 ZZ
360 169,536.43 1
6.500 1,074.52 85
6.250 1,074.52
ONTARIO CA 91764 1 03/31/03 34
0435927413 05 06/01/03 0
1000106631 O 05/01/33
0
8743877 T38/G02 F 139,000.00 ZZ
360 138,620.97 1
6.500 878.58 58
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CORONA CA 92882 5 04/25/03 34
0435924410 05 06/01/03 0
1000109682 O 05/01/33
0
8743887 T38/G02 F 170,000.00 ZZ
360 169,578.67 1
6.990 1,129.88 57
6.740 1,129.88
LOS ANGELES CA 91335 5 04/10/03 34
0435940994 05 06/01/03 0
1000106695 O 05/01/33
0
8743893 T38/G02 F 415,000.00 ZZ
360 413,412.57 1
6.250 2,555.23 80
6.000 2,555.23
BRAINERD MN 56401 5 03/28/03 34
0435924592 05 05/01/03 0
5000058445 O 04/01/33
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1
8743901 T38/G02 F 185,000.00 ZZ
360 184,533.32 1
6.900 1,218.42 70
6.650 1,218.42
BREWSTER MA 02631 5 04/07/03 34
0435927116 05 06/01/03 0
1000106796 O 05/01/33
0
8743903 T38/G02 F 168,200.00 ZZ
360 167,710.81 1
7.350 1,158.86 90
7.100 1,158.86
FORT LAUDERDALE FL 33312 5 03/28/03 34
0435925086 05 06/01/03 0
5000059356 O 05/01/33
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8743907 T38/G02 F 199,500.00 ZZ
360 199,074.83 1
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COMMERCE CITY CO 80022 5 04/03/03 34
0435925284 05 06/01/03 0
5000059424 O 05/01/33
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8743909 T38/G02 F 191,200.00 ZZ
360 190,703.15 1
6.750 1,240.12 80
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LONG BEACH CA 90813 1 04/11/03 34
0435927298 05 06/01/03 0
1000106836 O 05/01/33
0
8743931 T38/R44 F 293,000.00 ZZ
360 292,161.59 1
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ORANGE CA 92867 5 04/14/03 34
0435941042 05 06/01/03 0
1000106925 O 05/01/33
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8743941 T38/R44 F 79,200.00 ZZ
180 78,338.40 4
1
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MILWAUKEE WI 53204 2 04/14/03 34
0435911540 05 06/01/03 0
5000059886 O 05/01/18
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8743947 T38/G02 F 150,000.00 ZZ
360 149,517.44 1
6.000 899.33 55
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UPLAND CA 91786 5 04/16/03 34
0435914353 05 06/01/03 0
1000107128 O 05/01/33
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8743949 T38/G02 F 78,750.00 ZZ
360 78,502.13 2
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SPRINGFIELD MA 01107 5 04/10/03 34
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RIVERSIDE CA 92504 5 04/04/03 34
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LOS ANGELES CA 90019 5 04/09/03 34
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RIVERSIDE CA 92503 5 04/14/03 34
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OKLAHOMA CITY OK 73170 5 04/10/03 34
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RIVERSIDE CA 92504 5 04/14/03 34
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1000107170 O 05/01/33
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ST JOSEPH MO 64506 5 03/31/03 34
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CYPRESS CA 90630 5 04/08/03 34
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1000107184 O 05/01/33
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PANORAMA CITY CA 91402 5 04/03/03 34
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INGLEWOOD CA 90302 5 04/14/03 34
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ROCKVILLE MD 20851 5 04/14/03 34
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MUSKEGON MI 49444 5 04/10/03 34
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ADELANTO CA 92301 5 04/02/03 34
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HUGHESVILLE PA 17737 5 04/23/03 34
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CRESTLINE CA 92325 5 04/15/03 34
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1000107408 O 05/01/33
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SUNNYVALE CA 94085 5 04/14/03 34
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1000107437 O 05/01/33
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8744041 T38/G02 F 238,500.00 ZZ
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MUNDELEIN IL 60060 5 04/11/03 34
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MURRIETA CA 92563 5 04/15/03 34
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1000107438 O 05/01/33
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VACAVILLE CA 95687 5 04/09/03 34
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1000107451 O 05/01/33
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8744053 T38/G02 F 191,000.00 ZZ
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ARVADA CO 80003 5 04/10/03 34
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SCOTTSDALE AZ 85254 5 04/10/03 34
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SAN RAMON CA 94583 5 04/11/03 34
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1000107468 O 05/01/33
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NORWALK CA 90650 5 04/03/03 34
0435941398 05 06/01/03 0
1000107490 O 05/01/33
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8744073 T38/G02 F 152,800.00 ZZ
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LOS ANGELES CA 90043 5 04/08/03 34
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8744083 T38/R44 F 87,900.00 ZZ
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KANSAS CITY KS 66106 5 04/17/03 34
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MENIFEE CA 92584 5 04/08/03 34
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1000107549 O 05/01/33
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8744091 T38/G02 F 376,000.00 ZZ
360 372,199.02 1
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SPRING TX 77379 1 04/15/03 34
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5000060988 O 05/01/33
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8744105 T38/R44 F 134,000.00 ZZ
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SAPULPA OK 74066 5 04/25/03 34
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BRONX NY 10455 5 04/25/03 34
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1000107674 O 05/01/33
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8744109 T38/G02 F 108,800.00 ZZ
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FRANKLIN WI 53132 5 04/24/03 34
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5000061286 O 05/01/33
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8744111 T38/G02 F 261,000.00 ZZ
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COSTA MESA CA 92626 5 04/10/03 34
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1000107679 O 05/01/33
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8744113 T38/G02 F 230,000.00 ZZ
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CHICAGO IL 60618 5 04/21/03 34
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HUNTINGTON BEAC CA 92646 5 04/14/03 34
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FORT WASHINGTON MD 20744 5 04/14/03 34
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1000107807 O 05/01/33
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CHICAGO IL 60639 5 04/24/03 34
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8744149 T38/G02 F 383,200.00 ZZ
360 381,993.96 1
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LAKESIDE CA 92040 1 04/16/03 34
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1000107934 O 05/01/33
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8744167 T38/G02 F 160,000.00 ZZ
180 158,281.02 1
5.990 1,349.31 68
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LOS ANGELES CA 91306 5 04/17/03 34
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1000107971 O 05/01/18
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8744169 T38/R44 F 240,000.00 ZZ
360 239,503.73 1
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CROWNSVILLE MD 21032 5 04/10/03 34
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6000051594 O 05/01/33
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8744175 T38/G02 F 400,000.00 ZZ
360 398,822.09 1
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DIX HILLS NY 11746 5 04/10/03 34
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8744177 T38/R44 F 178,000.00 ZZ
360 177,514.62 2
6.500 1,125.09 52
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PICO RIVERA CA 90660 5 04/17/03 34
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1000108039 O 05/01/33
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8744181 T38/R44 F 135,000.00 ZZ
360 134,720.85 2
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FITCHBURG MA 01420 5 04/23/03 34
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6000053638 O 05/01/33
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8744183 T38/G02 F 138,000.00 ZZ
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MURFREESBORO TN 37128 2 04/14/03 34
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RICHMOND HILL NY 11419 5 03/27/03 34
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8744187 T38/G02 F 200,000.00 ZZ
360 199,504.31 2
6.990 1,329.27 80
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BERLIN CT 06037 5 04/15/03 34
0435914601 05 06/01/03 0
6000054256 O 05/01/33
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360 120,010.51 1
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RUTHER GLEN VA 22546 1 04/03/03 34
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6000054514 O 05/01/33
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8744191 T38/G02 F 292,500.00 ZZ
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CROTON ON HUDSO NY 10520 5 03/31/03 34
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8744199 T38/R44 F 229,500.00 ZZ
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SARASOTA FL 34232 2 04/14/03 23
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MIAMI FL 33189 5 03/28/03 34
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8744207 T38/G02 F 189,000.00 ZZ
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OZONE PARK NY 11416 5 04/23/03 00
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8744209 T38/R44 F 165,000.00 ZZ
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JAMAICA NY 11433 5 04/02/03 34
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8744217 T38/R44 F 242,910.00 ZZ
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HARRISBURG PA 17111 1 04/11/03 23
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8744219 T38/G02 F 228,000.00 ZZ
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BRONX NY 10469 5 04/15/03 34
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8744221 T38/G02 F 350,000.00 ZZ
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BROOKLYN NY 11230 5 04/15/03 34
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8744231 T38/G02 F 168,000.00 ZZ
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OCALA FL 34473 5 03/31/03 34
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CORAL SPRINGS FL 33067 5 04/09/03 34
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8744245 T38/G02 F 352,750.00 ZZ
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STATEN ISLAND NY 10310 1 04/22/03 34
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8744249 T38/R44 F 490,000.00 ZZ
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HARRISON NY 10528 5 04/07/03 34
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TREASURE ISLAND FL 33706 5 04/25/03 34
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FRANKLIN SQUARE NY 11010 5 04/09/03 00
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DORCHESTER MA 02125 5 04/10/03 34
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SUISUN CITY CA 94585 5 04/15/03 34
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7000070150 O 05/01/33
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FT MYERS FL 33912 1 04/09/03 34
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8744313 T38/G02 F 390,000.00 ZZ
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JERICHO NY 11753 5 04/25/03 34
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8744323 T38/G02 F 150,000.00 ZZ
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CARLE PLACE NY 11514 5 04/22/03 00
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8744331 T38/G02 F 126,000.00 ZZ
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VALLEJO CA 94591 5 04/17/03 34
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8744333 T38/G02 F 150,000.00 ZZ
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HIALEAH FL 33013 5 04/25/03 34
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CAMPBELL CA 95008 5 04/22/03 34
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8744347 P01/G02 F 135,000.00 ZZ
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CASTLETON ON HU NY 12033 1 05/07/03 34
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03005107 O 06/01/33
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8744351 T38/G02 F 187,000.00 ZZ
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SOUND BEACH NY 11789 5 04/17/03 34
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WOODLAND CA 95776 5 04/22/03 34
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NEW ROCHELLE NY 10801 5 04/25/03 34
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WAIPAHU HI 96797 1 04/21/03 34
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8744371 T38/R44 F 390,000.00 ZZ
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DIX HILLS NY 11746 5 04/25/03 34
0435927066 05 06/01/03 0
6000057095 O 05/01/33
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8744377 T38/G02 F 194,000.00 ZZ
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BROOKLYN NY 11234 5 04/22/03 34
0435925631 05 06/01/03 0
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8744379 T38/G02 F 58,500.00 ZZ
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KIHEI HI 96753 1 04/21/03 34
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7000070739 O 05/01/33
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8744385 T38/G02 F 215,000.00 ZZ
360 214,413.73 1
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LINDEHURST NY 11757 5 04/18/03 34
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8744393 T38/G02 F 369,000.00 ZZ
360 368,078.30 1
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DUBLIN CA 94568 1 04/25/03 34
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8744401 T38/G02 F 190,000.00 ZZ
360 189,384.86 1
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NORTH WOODMERE NY 11581 5 04/25/03 34
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6000057340 O 05/01/33
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8744411 T38/R44 F 188,000.00 ZZ
360 187,486.36 2
6.490 1,187.06 80
5.990 1,187.06
WATERTOWN CT 06795 5 04/16/03 34
0435929765 05 06/01/03 0
6000057382 O 05/01/33
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8744415 T38/G02 F 237,600.00 ZZ
360 236,920.13 1
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VALLEJO CA 94591 1 04/25/03 34
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7000071244 O 05/01/33
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8744419 T38/G02 F 80,000.00 ZZ
360 79,775.44 1
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HOLLYWOOD FL 33020 1 04/15/03 34
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8744421 T38/G02 F 180,000.00 ZZ
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MEDFORD NY 11763 5 04/18/03 34
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8744425 T38/G02 F 157,500.00 ZZ
360 156,828.67 1
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HIALEAH FL 33013 5 04/16/03 34
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6000057502 O 05/01/33
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8744431 T38/R44 F 162,500.00 ZZ
360 161,963.95 1
5.500 922.66 56
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GUILFORD CT 06437 5 04/24/03 00
0435912076 05 06/01/03 0
6000057592 O 05/01/33
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8744433 T38/G02 F 81,000.00 ZZ
360 80,809.27 1
7.250 552.57 90
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TAMPA FL 33637 5 04/21/03 34
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