RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2003
Mortgage Asset-Backed Pass-Through Certificates
Series 2003-RM1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS..........................................................................4
Section 1.01 Definitions............................................................5
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES...................................................56
Section 2.01 Conveyance of Mortgage Loans..........................................56
Section 2.02 Acceptance by Trustee.................................................61
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Depositor.............................................................62
Section 2.04 Representations and Warranties of Residential Funding.................65
Section 2.05 Execution and Authentication of Certificates; Conveyance of Uncertificated
Regular Interests.....................................................67
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS...................................................................68
Section 3.01 Master Servicer to Act as Servicer....................................68
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations; Special Servicing...........69
Section 3.03 Successor Subservicers................................................71
Section 3.04 Liability of the Master Servicer......................................71
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................71
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......72
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................72
Section 3.08 Subservicing Accounts; Servicing Accounts.............................74
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................76
Section 3.10 Permitted Withdrawals from the Custodial Account......................76
Section 3.11 Maintenance of Primary Insurance Coverage.............................78
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage
.....................................................................79
i
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................80
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................82
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................86
Section 3.16 Servicing and Other Compensation; Compensating Interest...............87
Section 3.17 Reports to the Trustee and the Depositor..............................88
Section 3.18 Annual Statement as to Compliance.....................................88
Section 3.19 Annual Independent Public Accountants' Servicing Report...............89
Section 3.20 Right of the Depositor in Respect of the Master Servicer..............89
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS......................................................90
Section 4.01 Certificate Account...................................................90
Section 4.02 Distributions.........................................................90
Section 4.03 Statements to Certificateholders......................................98
Section 4.04 Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer......................................................100
Section 4.05 Allocation of Realized Losses........................................102
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property........105
Section 4.07 Optional Purchase of Defaulted Mortgage Loans........................105
Section 4.08 Distributions on the Uncertificated REMIC I Regular Interests........106
Section 4.09 Surety Bond..........................................................107
ARTICLE V
THE CERTIFICATES...................................................................108
Section 5.01 The Certificates.....................................................108
Section 5.02 Registration of Transfer and Exchange of Certificates................110
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates....................115
Section 5.04 Persons Deemed Owners................................................116
Section 5.05 Appointment of Paying Agent..........................................116
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER..............................................117
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer......117
Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer................117
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others
....................................................................118
Section 6.04 Depositor and Master Servicer Not to Resign..........................119
ii
ARTICLE VII
DEFAULT............................................................................120
Section 7.01 Events of Default....................................................120
Section 7.02 Trustee or Depositor to Act; Appointment of Successor................122
Section 7.03 Notification to Certificateholders...................................123
Section 7.04 Waiver of Events of Default..........................................123
ARTICLE VIII
CONCERNING THE TRUSTEE.............................................................124
Section 8.01 Duties of Trustee....................................................124
Section 8.02 Certain Matters Affecting the Trustee................................126
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans................127
Section 8.04 Trustee May Own Certificates.........................................128
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
....................................................................128
Section 8.06 Eligibility Requirements for Trustee.................................129
Section 8.07 Resignation and Removal of the Trustee...............................129
Section 8.08 Successor Trustee....................................................130
Section 8.09 Merger or Consolidation of Trustee...................................131
Section 8.10 Appointment of Co-Trustee or Separate Trustee........................131
Section 8.11 Appointment of Custodians............................................132
Section 8.12 Appointment of Office or Agency......................................132
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES...............................133
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
....................................................................133
Section 9.02 Additional Termination Requirements..................................136
ARTICLE X
REMIC PROVISIONS...................................................................137
Section 10.01REMIC Administration.................................................137
Section 10.02Master Servicer, REMIC Administrator and Trustee Indemnification
....................................................................141
ARTICLE XI
MISCELLANEOUS PROVISIONS...........................................................142
iii
Section 11.01Amendment............................................................142
Section 11.02Recordation of Agreement; Counterparts...............................144
Section 11.03Limitation on Rights of Certificateholders...........................145
Section 11.04Governing Law........................................................146
Section 11.05Notices..............................................................146
Section 11.06Notices to Rating Agencies...........................................146
Section 11.07Severability of Provisions...........................................147
Section 11.08Supplemental Provisions for Resecuritization.........................147
Exhibit A-1 Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class B Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F Mortgage Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O Form of ERISA Letter
Exhibit P Discount Fractions
Exhibit Q PAC I Aggregate Planned Principal Balances and PAC II Aggregate Planned
Principal Balances
Exhibit R-1 Form 10-K Certification
Exhibit R-2 Form 10-K Back-up Certification
iv
This Pooling and Servicing Agreement, effective as of March 1, 2003,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, as trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
twenty-three classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related assets subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Certificates will represent the sole class of "residual interests" in REMIC I
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I
Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC I Regular Interest shall be the Distribution Date in the month following
the last scheduled monthly payment of the Mortgage Loans. None of the REMIC I
Regular Interests will be certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-1 5.75% $199,522,108.00 Xxxxx 00, 0000
XX-0 8,50% $58,888,000.00 Xxxxx 00, 0000
XX-0 4.75% $161,942,000.00 Xxxxx 00, 0000
XX-X-XX Variable(1) $0.00 Xxxxx 00, 0000
XX-X-XX 0.00% $1,964,409.00 March 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 REMIC I Regular Interests
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC
1
II." The Class R-II Certificates will represent the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, remittance
rate (the "Uncertificated REMIC II Pass-Through Rate") and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC II
(the "REMIC II Regular Interests"). The "latest possible maturity date"
(determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the
Distribution Date following the last scheduled monthly payment of the Mortgage
Loans. None of the REMIC II Regular Interests will be certificated.
Aggregate Initial Initial Ratings
Pass-Through Certificate-Principle
Designation Type Rate Balance Features Maturity Date Fitch S&P
---------------------------------------------------------------------------- ----------------
Class A-1 Senior 4.75% $ 13,626,000.00 Senior/PAC I March 25, 2033 AAA AAA
Class A-2 Senior 4.75% $ 67,345,000.00 Senior/PAC I March 25, 2033 AAA AAA
Class A-3 Senior 4.75% $ 50,814,000.00 Senior/PAC I March 25, 2033 AAA AAA
Adjustable March 25, 2033
Class A-4 Senior Rate(1) $ 58,888,000.00 Senior/PAC I/Float AAA AAA
Class A-5 Senior Adjustable Senior/Inverse March 25, 2033
Rate(1) $ 0.00 Floater/Interest Only AAA AAA
Class A-6 Senior 4.75% $ 24,428,000.00 Senior/PAC I March 25, 2033 AAA AAA
Class A-7 Senior 4.75% $ 5,729,000.00 Senior/PAC I March 25, 2033 AAA AAA
Class A-8 Senior 5.75% $ 9,628,000.00 Super Senior/PAC XXxxxx 00, 0000 XXX XXX
Class A-8A Senior 5.75% $ 171,000.00 Senior Support/PACMarch 25, 2033 AAA AAA
Class A-9 Senior 5.75% $ 34,607,000.00 Senior/PAC II March 25, 2033 AAA AAA
Class A-10 Senior 5.75% $ 2,209,000.00 Senior/PAC II March 25, 2033 AAA AAA
Class A-11 Senior Adjustable $ 107,213,000.00 Senior/Companion/
Rate(1) Floater March 25, 2033 AAA AAA
Class A-12 Senior Adjustable $ 32,631,000.00 Senior/Companion/
Rate(1) Inverse Floater March 25, 2033 AAA AAA
Class A-P Senior 0.00% $ 1,964,409.00 Senior/Principal XXxxxx 00, 0000 XXX XXX
Class A-V Senior Variable Rate($) 0.00 Xxxxxx/Xxxxxxxx XxXxxxx 00, 0000 XXX XXX
Class R-I Residual 5.75% $ 100.00 Senior/Residual March 25, 2033 AAA AAA
Class R-II Residual 5.75% $ 100.00 Senior/Residual March 25, 2033 AAA AAA
Class M-1 Mezzanine 5.75% $ 5,913,100.00 Xxxxxxxxx Xxxxx 00, 0000 XX XX
Class M-2 Mezzanine 5.75% $ 2,534,000.00 Mezzanine March 25, 2033 A A
Class M-3 Mezzanine 5.75% $ 1,689,300.00 Mezzanine March 25, 2033 BBB BBB
2
Class B-1 Subordinate 5.75% $ 1,267,000.00 Subordinate March 25, 2033 BB BB
Class B-2 Subordinate 5.75% $ 844,600.00 Subordinate March 25, 2033 B B
Class B-3 Subordinate 5.75% $ 845,008.06 Xxxxxxxxxxx Xxxxx 00, 0000 X/X N/R
----------
(1) The Class A-4, Class A-5, Class A-11 and Class A-12 Certificates will accrue
interest based on the applicable Pass- Through Rate as defined herein.
(2) The Pass-Through Rate for the Class A-V Certificates will be equal to the
excess of the weighted average of the Net Mortgage Rate of each Mortgage Loan
that has a Net Mortgage Rate over 5.75%.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to approximately $422,346,617.06. The Mortgage Loans are fixed-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination of
generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class of Certificates (other than the Class A-P Certificates), interest
accrued during the preceding Interest Accrual Period at the related Pass-Through
Rate on the Certificate Principal Balance or Notional Amount thereof immediately
prior to such Distribution Date. Accrued Certificate Interest will be calculated
on the basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates (other than the Class
A-P Certificates) will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on the Mortgage Loans (to the
extent not offset by the Master Servicer with Compensating Interest as
provided in Section 3.16(e)),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan))
of Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses on the Mortgage Loans, to the extent
allocated to the Certificates,
(iii) the interest portion of Advances that were made with
respect to delinquencies
3
that were ultimately determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses on
the Mortgage Loans to the extent allocated to the Certificates, and
(iv) any other interest shortfalls on the Mortgage Loans not
covered by the subordination provided by the Class M Certificates and
Class B Certificates, including interest that is not collectible from
the Mortgagor pursuant to the Relief Act or similar legislation or
regulations as in effect from time to time, with all such reductions
allocated among all of the Certificates in proportion to their
respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of
the reductions described in the preceding sentence that are allocated to
any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or
such Class of Class M Certificates will be reduced by the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses that are
allocated solely to such Class of Class B Certificates or such Class of
Class M Certificates pursuant to Section 4.05.
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.
Adjustable Rate Certificates: Any one of the Class A-4, Class A-5, Class
A-11 and Class X- 00 Certificates.
Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan
4
purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b)),
and Principal Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent early receipt of scheduled payments of principal
and interest due on a date or dates subsequent to the Due Date in the related
Due Period.
Appraised Value: As to any Mortgaged Property, the appraised value of
such Mortgaged Property based upon the appraisal or appraisals (or field review)
made at the time of the origination of the related Mortgage Loan.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Mortgage 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 Mortgage Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) and (v) any
amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in
respect of the Mortgage Loans, reduced by (b) the sum as of the close of
business on the immediately preceding Determination Date of (x) the Amount Held
for Future Distribution with respect to the Mortgage Loans, and (y) amounts
permitted to be withdrawn by the Master Servicer from the Custodial Account in
respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount: As any date of determination prior to the first
anniversary of the Cut- off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses on the Mortgage
Loans allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Agreement. As of any date of determination
on
5
or after the first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the lesser of (a) the related Bankruptcy Amount calculated as
of the close of business on the Business Day immediately preceding the
most recent anniversary of the Cut- off Date coinciding with or
preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans as of the Relevant
Anniversary having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, of all Non-Primary Residence Loans remaining as of the
Relevant Anniversary, and (z) one plus the quotient of the number
of all Non- Primary Residence Loans remaining divided by the
total number of Outstanding Mortgage Loans as of the Relevant
Anniversary, and (ii) $50,000, over (2) the aggregate amount of
related Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any
6
applicable primary hazard insurance policy and any related escrow payments in
respect of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving effect to any
Debt Service Reduction.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York or the State of
California (and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Deutsche Bank Trust Company
Americas, as trustee, in trust for the registered holders of Residential Asset
Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2003-RM1" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All
7
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder" only the Person in whose name a Certificate is
registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A (other than the
Interest Only Certificates), Class R, Class M or Class B Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance or amount thereof pursuant to Section 4.02(a) and
(y) the aggregate of all reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses which were previously allocated
to such Certificate (or any predecessor Certificate) pursuant to Section 4.05.
The Interest Only 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 X-0, Xxxxx X-0, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-8A, Class A-9,
Class A-10, Class A-11, Class A-12, Class A-P and Class A-V 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 and
Class B Certificates with respect to distributions and the allocation of
Realized Losses in respect of the Mortgage Loans as set forth in Section 4.05,
and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(3)(1) over the amount
described in Section 4.02(b)(i)(3)(2).
8
Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificates: Any one of the Class B-1, Class B-2 or Class B-3
Certificates.
Class B-1 Certificates: Any one of the Class B-1 Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit B, senior to the Class B-2 and Class B-3
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class B-2 Certificate: Any one of the Class B-2 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, senior to the Class B-3 Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class B-3 Certificate: Any one of the Class B-3 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, and evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.
Class M Certificates: Any one of the Class M-1, Class M-2 or Class M-3
Certificates.
Class M-1 Certificate: Any one of the Class M-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-2, Class M-3 and Class B
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class M-2 Certificate: Any one of the Class M-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-3 and Class B
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, senior to the Class B Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
9
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Clearstream: Clearstream Banking, societe anonyme.
-----------
Closing Date: March 28, 2003.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
----------
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period and Curtailments during the prior
calendar month, but not more than the sum of the Servicing Fee, all income and
gain on amounts held in the Custodial Account and the Certificate Account and
payable to the Certificateholders with respect to such Distribution Date and
servicing compensation to which the Master Servicer may be entitled pursuant to
Section 3.10(a)(v) and (vi), in each case with respect to the Mortgage Loans;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of such Section.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, Attention: RAMPI, Series 2003-RM1.
Corresponding Certificate: With respect to (i) REMIC I Regular Interest
LT-1, (ii) REMIC I Regular Interest LT-2, (iii) REMIC I Regular Interest LT-3,
(iv) REMIC I Regular Interest LT-AV and (v) REMIC I Regular Interest LT-P; (i)
the Class 8, Class 8A, Class 9, Class 10, Class 11, Class 12, Class R-2, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, (ii)
the Class A-4 Certificates, (iii) the Class A-1, Class A-2, Class A-3, Class A-6
and Class A-7 Certificates, (iv) the Class A-V Certificates and (v) the Class
A-P Certificates.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M and Class B Certificates have been
reduced to zero.
10
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: March 1, 2003.
Cut-off Date Balance: $422,346,617.06.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
the Cut-off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the
11
second following monthly scheduled due date; and so on. The determination as to
whether a Mortgage Loan falls into these categories is made as of the close of
business on the last business day of each month. For example, a Mortgage Loan
with a payment due on July 1 that remained unpaid as of the close of business on
July 31 would then be considered to be 30 to 59 days delinquent. Delinquency
information as of the Cut-off Date is determined and prepared as of the close of
business on the last business day immediately prior to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the second
Business Day prior to each Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is as set forth in Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: 5.75% per annum.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its
board of directors is not selected by such
12
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of the Code and any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause any REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of Deutsche
Bank Trust Company Americas, or (v) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in writing by each
Rating Agency that use of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned to any Class of
Certificates by such
13
Rating Agency below the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Agreement), (iii) the related Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(5) of this Agreement) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear System.
---------
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: With respect to the Mortgage Loans, any
Bankruptcy Loss on such Mortgage Loans, or portion thereof, which exceeds the
then-applicable Bankruptcy Amount.
Excess Fraud Loss: With respect to the Mortgage Loans, any Fraud Loss on
such Mortgage Loans, or portion thereof, which exceeds the then-applicable Fraud
Loss Amount.
Excess Loss: With respect to the Mortgage Loans, any Excess Fraud Loss,
Excess Special Hazard Loss, Excess Bankruptcy Loss or Extraordinary Loss.
Excess Special Hazard Loss: With respect to the Mortgage Loans, any
Special Hazard Loss on such Mortgage Loans, or portion thereof, that exceeds the
then-applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(5).
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property
14
or Mortgage Loan causing or resulting in a loss which causes the liquidation of
such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combatting or defending against an actual, impending or expected
attack;
(1) by any government or sovereign power, de jure
or de facto, or by any authority maintaining or using
military, naval or air forces; or
(2) by military, naval or air forces; or
(3) by an agent of any such government, power,
authority or forces; or
(4) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(5) insurrection, rebellion, revolution, civil war,
usurped power or action taken by governmental authority in
hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any
government or public authority; or risks of contraband or
illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Mae: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
15
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: With respect to the Certificates,
February 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, Class R, Class M or Class B
Certificates on or before its Final Scheduled Distribution Date.
Fitch: Fitch, Inc., or its successor in interest.
-----
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (X) prior to the third anniversary of the Cut-off
Date, an amount equal to 1.0% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated through Subordination in accordance with Section 4.05
since the Cut-off Date up to such date of determination and (Y) from the third
to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser
of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off
Date and (b) 0.50% of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2)
the aggregate amount of Fraud Losses with respect to Mortgage Loans allocated
through Subordination in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
the origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following
16
order: (a) Class X-0, Xxxxx X-0, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Interest Only Certificates), the Certificate
Principal Balance of such Class of Certificates as of the Cut-off Date as set
forth in the Preliminary Statement hereto.
Initial Subordinate Class Percentage: With respect to any Distribution
Date and any Class of Subordinate Certificates, a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate Principal
Balance of such Class of Subordinate Certificates as of the Closing Date and the
denominator of which is the Cut-off Date Balance.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to any Certificates (other than
the Class A-4 Certificates and Class A-5 Certificates) and any Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs. With respect to the Class A-4 Certificates and Class A-5 Certificates,
the one-month period commencing on the 25th day of the month preceding the month
in which the Distribution Date occurs and ending on the 24th day of the month in
which the Distribution Date occurs.
Interest Only Certificates: Any one of the Class A-5 Certificates or
Class A-V Certificates.
Interim Certificates: As defined in Section 2.02.
--------------------
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
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,
17
determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date and
the Adjustable Rate Certificates, the second LIBOR Business Day immediately
preceding the commencement of the related Interest Accrual Period on which banks
are open for dealing in foreign currency and exchange in London, England.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-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.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding, with later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: (a) Class B-3, Class B-2,
Class B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I and REMIC
II, 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, March 25, 2033, which is the month following the month of the
latest maturing Mortgage Loan.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.
18
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
-------
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan,
the mortgage, deed of trust or other comparable instrument creating a first or
junior lien on an estate in fee simple interest in real property securing a
Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule attached hereto as Exhibit F,
and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust
Fund including 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 (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) the maturity of the Mortgage Note ("MATURITY DATE", or
"MATURITY
19
DT" for Mortgage Loans;
(iii) the Mortgage Rate as of the Cut-off Date ("ORIG RATE");
(iv) the Adjusted Mortgage Rate or Net Mortgage Rate as of the
Cut-off Date ("CURR NET");
(v) the scheduled monthly payment of principal, if any, and
interest as of the Cut- off Date ("ORIGINAL P & I");
(vi) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(vii) the Loan-to-Value Ratio at origination ("LTV");
(viii) a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or vacation
residence (the absence of any such code means the Mortgage Loan is
secured by a primary residence); and
(ix) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence).
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the sum of the Servicing Fee Rate.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
20
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.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notice: As defined in Section 4.04.
Notional Amount: With respect to the Class A-5 Certificates, immediately
prior to any Distribution Date, an amount equal to the Certificate Principal
Balance of the Class A-4 Certificates. For federal income tax purposes, however,
the Notional Amount of the Class A-5 Certificates will be equal to the
Uncertificated Principal Balance of REMIC I Regular Interest LT-2. With respect
to the Class A-V Certificates, immediately prior to any Distribution Date, an
amount equal to the Uncertificated Notional Amount of REMIC I Regular Interest
LT-AV.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the
Stated Principal Balance (before giving effect to distributions to be made on
such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off
Date Balance.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash
21
Liquidation or REO Disposition and that was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
PAC I Aggregate Planned Principal Balance: With respect to the PAC I
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Q hereto.
PAC I Certificates: Any one of the Class X-0, Xxxxx X-0, Class A-3,
Class A-4, Class A-6, Class A-7, Class A-8 and Class A-8A Certificates.
PAC II Aggregate Planned Principal Balance: With respect to the PAC II
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Q hereto.
PAC II Certificates: Any one of the Class A-9 Certificates and Class
A-10 Certificates.
Pass-Through Rate: With respect to the Class A (other than the
Adjustable Rate Certificates), Class R, Class M and Class B Certificates, the
Pass-Through set forth in the Preliminary Statement. With respect to the Class
A-4 Certificates and the initial Interest Accrual Period, 1.70% per annum, and
as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR
plus 0.40%, subject to a maximum rate of 8.50% per annum and a minimum rate of
0.40% per annum. With respect to the Class A-5 Certificates and the initial
Interest Accrual Period, 6.80% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to 8.10% minus LIBOR, subject to a maximum
rate of 8.10% per annum and a minimum rate of 0.00% per annum. With respect to
the Class A-11 Certificates and the initial Interest Accrual Period, 2.70% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal
to LIBOR plus 1.40%, subject to a maximum rate of 7.50% per annum and a minimum
rate of 1.40% per annum. With respect to the Class A-12 Certificates and the
initial Interest Accrual Period, 15.77113481% per annum, and as to any Interest
Accrual Period thereafter, a per annum rate equal to 20.04243817% minus the
product of LIBOR and 3.28561797, subject to a maximum rate of 20.04243817% per
annum and a minimum rate of 0.00% per annum.
With respect to the Class A-V Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a percentage, of the Pool Strip
Rates of all of the Mortgage Loans as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of the
Mortgage Loans as of the day immediately preceding such Distribution Date (or,
with respect to the initial Distribution Date, at the close of business on the
Cut-off Date). With respect to the Class A-V Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to approximately 0.2958% per
annum.
22
Paying Agent: Deutsche Bank Trust Company Americas or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate, Class M
Certificate or Class B Certificate, the undivided percentage ownership interest
in the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof
divided by the aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. The Percentage Interest with respect to a Class
R Certificate shall be stated on the face thereof.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its
23
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
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Assumption: With respect to the Certificates, a prepayment
assumption of 350% of the prepayment speed assumption, used for determining the
accrual of original issue discount and market discount and premium on the
Certificates for federal income tax purposes. The prepayment speed assumption
assumes a constant rate of prepayment of mortgage loans of 0.2% per annum of the
then outstanding principal balance of such mortgage loans in the first month of
the life of the mortgage loans, increasing by an additional 0.2% per annum in
each succeeding month until the thirtieth month, and a constant 6% per annum
rate of prepayment thereafter for the life of the mortgage loans.
24
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date on which any Class of Subordinate
Certificates are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related Principal
Payment Distribution Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of which is the
Certificate Principal Balance of such Class immediately prior to
such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of
(1) the Class of Subordinate Certificates then outstanding with
the Highest Priority and (2) all other Classes of Subordinate
Certificates for which the respective Principal Payment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Principal Payment Distribution
Triggers have not been satisfied, 0%; and
(ii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 (determined without regard to the proviso to the related definition
of "Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of
Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other
25
than a Mortgage Loan relating to an REO Property) that was the subject of (a) a
Principal Prepayment in Full during the related Prepayment Period, an amount
equal to the excess of one month's interest at the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
Stated Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the related Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F with the exception of either code "23" or
"96" under the column "MI CO CODE."
Principal Payment Distribution Trigger: With respect to any Distribution
Date and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the
26
sum of (i) 100% of the Stated Principal Balance thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per
annum at which the Servicing Fee is calculated in the case of a Modified
Mortgage Loan) (or at the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) in the case of a purchase made by the
Master Servicer) on the Stated Principal Balance thereof to the first day of the
month following the month of purchase from the Due Date to which interest was
last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement and (vi)
have a Pool Strip Rate equal to or greater than that of the Deleted Mortgage
Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
related Discount Fraction of the Deleted Mortgage Loan and (y) in the event that
the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan:
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates, and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R-II Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Fitch or S&P. If either agency or a successor is no longer
in existence,
27
"Rating Agency" shall be such statistical credit rating agency, or other
comparable Person, designated by the Depositor, notice of which designation
shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) (1) the amount by which the interest portion of
a Monthly Payment or the principal balance of such Mortgage Loan was reduced or
(2) the sum of any other amounts owing under the Mortgage Loan that were
forgiven and that constitute Servicing Advances that are reimbursable to the
Master Servicer or a Subservicer, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Record Date: With respect to each Distribution Date and each Class of
Certificates (other than the Class A-4 Certificates and Class A-5 Certificates
that are Book-Entry Certificates), the close of business on the last business
day of the month next preceding the month in which the related Distribution Date
occurs. With respect to each Distribution Date and the Class A-4 Certificates
and Class A-5 Certificates (so long as they are Book-Entry Certificates), the
close of business on the
28
Business Day prior to such Distribution Date.
Regular Interest: Any one of the REMIC regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the 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 the
month of the Cut-off Date) 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
pertaining to the Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Regular Interests: REMIC I Regular Interest LT-1, REMIC I
Regular Interest LT-2, REMIC I Regular Interest LT-3, REMIC I Regular Interest
LT-AV and REMIC I Regular Interest LT-AP.
REMIC I Regular Interest LT-1: A regular interest in REMIC I 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 I Pass-Through Rate, and that has such other terms as are
described herein.
29
REMIC I Regular Interest LT-2: A regular interest in REMIC I 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 I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-3: A regular interest in REMIC I 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 I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-AV: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial notional amount equal to
$422,346,617.06, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest LT-AP: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
on the unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
30
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Repurchase Event: As defined in the Assignment Agreement.
----------------
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Depositor, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date, 100%.
With respect to any Distribution Date thereafter, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on or prior to the 72nd Distribution Date, the Senior Percentage for
such Distribution Date plus 70% of the Subordinate Percentage for such
Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on or prior to the 84th Distribution Date, the Percentage for such
Distribution Date plus 60% of the Subordinate Percentage for such
Distribution Date;
31
(iii) for any Distribution Date after the 84th Distribution Date
but on or prior to the 96th Distribution Date, the Senior Percentage for
such Distribution Date plus 40% of the Subordinate Percentage for such
Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on or prior to the 108th Distribution Date, the Senior Percentage
for such Distribution Date plus 20% of the Subordinate Percentage for
such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage
for such Distribution Date;
Any reduction to the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a percentage of
the aggregate outstanding Certificate Principal Balance of the Subordinate
Certificates, is less than 50% or (Y) the outstanding principal balance of
Mortgage Loans delinquent 60 days or more averaged over the last six months, as
a percentage of the aggregate outstanding principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 2% and (2) Realized
Losses on the Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Subordinate
Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date
for such Distribution Date, if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing Date are less
than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Senior Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the applicable Senior Certificates to zero, the Senior
Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates and Class R
Certificates.
32
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution therefrom of all amounts required to be distributed therefrom
pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the
amounts required to be distributed therefrom to the Senior Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section
4.02(a)(xv).
Senior Support Certificates: The Class A-8A Certificates.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
including any expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered on the MERS(R) System, (iii) the
management and liquidation of any REO Property, (iv) any mitigation procedures
implemented in acordance with Section 3.07 and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
33
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan or any extension of the final
maturity date of a Mortgage Loan, in each case pursuant to a modification of a
Mortgage Loan that is in default or, in the judgment of the Master Servicer,
default is reasonably foreseeable pursuant to a modification of such Mortgage
Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$4,223,466 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated to the Mortgage Loans through Subordination in accordance with Section
4.05 and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greatest of (i) twice
the outstanding principal balance of the Mortgage Loan that has the largest
outstanding principal balance on the Distribution Date immediately preceding
such anniversary, (ii) the product of 1.00% multiplied by the outstanding
principal balance of all Mortgage Loans on the Distribution Date immediately
preceding such anniversary and (iii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the Mortgage Loans in any
single five-digit California zip code area with the largest amount of Mortgage
Loans by aggregate principal balance as of such anniversary.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to 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.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
------------
34
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the aggregate of the principal portion
of the Monthly Payments due with respect to such Mortgage Loan or REO Property
during each Due Period commencing on the first Due Period after the Cut-off Date
and ending with the Due Period related to the most recent Distribution Date
which were received or with respect to which an Advance was made, and (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent
applied by the Master Servicer as recoveries of principal in accordance with
Section 3.14 with respect to such Mortgage Loan or REO Property, in each case
which were distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss allocated to Certificateholders with respect
thereto for any previous Distribution Date.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Percentage: As of any Distribution Date, 100% minus the
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the Class's pro rata share, based on the Certificate
Principal Balance of each such Class then outstanding, and (y) the aggregate of
the amounts calculated for such Distribution Date under clauses (i), (ii) and
(iii) of Section 4.02(a)(ii)(Y)(A) (without giving effect to the Senior
Percentage) to the extent not payable to the Senior Certificates; (ii) such
Class's pro rata share, based on the Certificate Principal Balance of each Class
of Subordinate Certificates then outstanding, of the principal collections
described in Section 4.02(a)(ii)(Y)(B)(b) (without giving effect to the Senior
Accelerated Distribution Percentage) to the extent such collections are not
otherwise distributed to the Senior Certificates; (iii) the product of (x) the
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and Curtailments
received in the preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and Curtailments with respect to
a Discount Mortgage Loan) to the extent not payable to the Senior Certificates;
(iv) if such Class is the Class of Subordinate Certificates with the Highest
Priority, any Excess Subordinate Principal Amount for such Distribution Date to
the extent of Eligible Funds for such Distribution Date and to the extent not
included in the Senior Principal Distribution Amount for such Distribution Date;
and (v) any amounts described in clauses (i), (ii) and (iii) as determined for
any previous Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have been allocated
to a Class of Subordinate Certificates minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any related Excess
Subordinate Principal Amount for such Distribution Date; provided, however, that
the Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
35
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate equal to the
Subservicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate: The per annum rate designated as "SUBSERV FEE" on
the Mortgage Loan Schedule as the "SUBSERV FEE".
Super Senior Certificates: The Class A-8 Certificates.
-------------------------
Super Senior Optimal Percentage: As to any Distribution Date on or after
the Credit Support Depletion Date and the Super Senior Certificates, a fraction,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance of the Super Senior Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate Certificate Principal Balance
of the Senior Certificates (other than the Class A-P Certificates) immediately
prior to such Distribution Date.
Super Senior Optimal Principal Distribution Amount: As to any
Distribution Date on or after the Credit Support Depletion Date and the Super
Senior Certificates, the product of (a) the then- applicable Super Senior
Optimal Percentage and (b) the Senior Principal Distribution Amount.
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 and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I and REMIC II.
----------
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any REMIC I Regular
Interest for any Distribution Date, except for REMIC I Regular Interest LT-AP,
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 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 REMIC I Regular Interests XX- 0, XX-0 and LT-3, and then to
REMIC I Regular Interest LT-AV, in each case to the extent of one month's
interest at the then applicable respective Uncertificated REMIC I Pass-Through
Rate on the respective Uncertificated Principal Balance of each such
Uncertificated REMIC I Regular Interest.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. The Uncertificated
Principal Balance of each REMIC I Regular Interest shall never be less than
zero.
36
Uncertificated REMIC I LT-AV Notional Amount: With respect to each
Uncertificated REMIC I LT-AV Regular Interest, an amount equal to the aggregate
Stated Principal Balance of the Non-Discount Mortgage Loans.
Uncertificated REMIC I Pass-Through Rate: With respect to REMIC I
Regular Interest LT-1, REMIC I Regular Interest LT-2 and REMIC I Regular
Interest LT-3, as per annum rate as specified in the Preliminary Statement. With
respect to REMIC I Regular Interest LT-AV, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all of the Non-Discount
Mortgage Loans as of the Due Date in the related Due Period, weighted on the
basis of the respective Stated Principal Balances of the Non-Discount Mortgage
Loans as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). REMIC I Regular Interest LT-AP will not be entitled to
distributions of interest.
Uncertificated Regular Interests: The REMIC I Regular Interests.
--------------------------------
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
--
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates (other than
the Interest Only Certificates), Class M Certificates and Class B Certificates,
in proportion to the outstanding Certificate Principal Balances of their
respective Certificates; 1% of all of the Voting Rights shall be allocated among
the Holders of the Class A-5 Certificates; 1% of all of the Voting Rights shall
be allocated among the Holders of the Class A-V Certificates; and 0.50% and
0.50% of all of the Voting Rights shall be allocated among the Holders of the
Class R-I Certificates and Class R-II Certificates, respectively; in each case
to be allocated among the Certificates of such Class in accordance with their
respective Percentage Interest.
37
Section 1.02 Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the
Adjustable Rate Certificates, if any, for any Interest Accrual Period (other
than the initial Interest Accrual Period) will be determined on each LIBOR Rate
Adjustment Date.
On each LIBOR Rate Adjustment Date (other than for the initial Interest
Accrual Period), 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 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 Adjustable Rate 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 Adjustable Rate
Certificates then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date, or in the case of the first LIBOR
Rate Adjustment Date, 1.30%; provided however, if, under the priorities listed
previously in this paragraph, LIBOR for a Distribution Date would be based on
LIBOR for the previous Distribution Date for the third consecutive Distribution
Date, the Trustee, after consultation with the Master Servicer, 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 Master Servicer's subsequent calculation of the Pass-Through Rates
applicable to each of the Adjustable Rate Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
38
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 telephone the Pass-Through Rates on each of the Adjustable Rate
Certificates for the current and the immediately preceding Interest Accrual
Period.
39
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse, all the right, title and
interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of March 2003); and (ii) all proceeds of the
foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, except as set forth in Section 2.01(c) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such purpose, the following documents or instruments (or copies thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon; and
40
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan, or a
copy of each modification, assumption agreement or preferred loan
agreement.
(c) The Depositor may, in lieu of delivering original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as
permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within thirty Business
Days following the earlier of (i) the receipt of the original of all of the
documents or instruments set forth in Section 2.01(b)(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. On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(ii), (iii), (iv) and (v) which has been delivered to it by the
Depositor.
(d) In connection with any Mortgage Loan, if the Depositor cannot
deliver the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with
evidence of recording thereon concurrently with the execution and delivery of
this Agreement because of (i) a delay caused by the public recording office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in
clause(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns. If any Assignment 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 (or copy thereof as permitted by Section
2.01(b)), with evidence of recording indicated thereon upon receipt thereof from
the public recording office or from the related Subservicer.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of
41
Mortgage in blank, the Depositor shall, or shall cause the Custodian to,
complete the endorsement of the Mortgage Note and the Assignment of Mortgage in
the name of the Trustee in conjunction with the Interim Certification issued by
the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
that may be delivered as a copy rather than the original may be delivered to the
Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(e) It is intended that the conveyances by the Depositor to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 be construed as a
sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of
the Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to
secure a debt or other obligation of the Depositor. However, in the event that
the Mortgage Loans are held to be property of the Depositor or of Residential
Funding, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note and Mortgage, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other
42
agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or
a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Uniform Commercial Code as in effect in the
States of New York and Minnesota and any other applicable jurisdiction; and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Depositor or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change in the Trustee's name),
(2) any change of location of the place of business or the chief executive
office of Residential Funding or the Depositor or (3) any transfer of any
interest of Residential Funding or the Depositor in any Mortgage Loan.
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgment
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certificate") to the effect that all documents
43
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section 2.01(c) within 45 days after
receipt thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee, after receiving notice from the Custodian, shall promptly so notify the
Master Servicer and the Depositor; provided, that if the Mortgage Loan related
to such Mortgage File is listed on Schedule A of the Assignment Agreement, no
notification shall be necessary. Pursuant to Section 2.3 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the Depositor and the
Trustee of any such omission or defect found by it in respect of any Mortgage
File held by it. If such omission or defect materially and adversely affects the
interests in the related Mortgage Loan of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer of such omission or
defect and request that such Subservicer correct or cure such omission or defect
within 60 days from the date the Master Servicer was notified of such omission
or defect and, if such Subservicer does not correct or cure such omission or
defect within such period, that such Subservicer purchase such Mortgage Loan
from the Trust Fund at its Purchase Price, in either case within 90 days from
the date the Master Servicer was notified of such omission or defect; provided
that if the omission or defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or repurchase must occur within 90 days from the date such breach was
discovered; and provided further, that no cure, substitution or repurchase shall
be required if such omission or defect is in respect of a Mortgage Loan listed
on Schedule A of the Assignment Agreement. The Purchase Price for any such
Mortgage Loan shall be deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Subservicer or its designee, as the case may be, any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust
Fund. In furtherance of the foregoing, if the Subservicer or Residential Funding
that repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Residential Funding
44
and shall cause such Mortgage to be removed from registration on the MERS(R)
System in accordance with MERS' rules and regulations. It is understood and
agreed that the obligation of the Subservicer, to so cure or purchase any
Mortgage Loan as to which a material and adverse defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which 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;
45
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02; and
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by either the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) The information set forth in Exhibit F hereto with respect to
each Mortgage
46
Loan or the Mortgage Loans, as the case may be, is true and correct in
all material respects at the respective date or dates which such
information is furnished;
(ii) Immediately prior to the conveyance of the Mortgage Loans to
the Trustee, the Depositor had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such conveyance validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest; and
(iii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(iii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Depositor
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, substitution or repurchase must occur
within 90 days from the date such breach was discovered. Any such substitution
shall be effected by the Depositor under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is
understood and agreed that the obligation of the Depositor to cure such breach
or to so purchase or substitute for any Mortgage Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, the Depositor shall not be
required to cure breaches or purchase or 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.
47
Section 2.04 Representations and Warranties of Residential Funding.
-----------------------------------------------------
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Depositor, the Master Servicer,
the Trustee or any Custodian of a breach of any of the representations and
warranties made in the Assignment Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely affects the interests of
the Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach or Repurchase Event and request that
Residential Funding either (i) cure such breach or Repurchase Event in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that, in the case of a breach or Repurchase Event under the Assignment
Agreement, Residential Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or substitution must occur
within 90 days from the date the breach was discovered. In the event that
Residential Funding elects to substitute a Qualified Substitute Mortgage Loan or
Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the Certificateholders
with respect to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in recordable form,
and such other documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as required by Section 2.01. No substitution will be
made in any calendar month after the Determination Date for such month. Monthly
Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
Master Servicer and remitted by the Master Servicer to Residential Funding on
the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended related Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement and
48
the related Subservicing Agreement in all respects, and Residential Funding
shall be deemed to have made the representations and warranties with respect to
the Qualified Substitute Mortgage Loan contained in Section 4 of the Assignment
Agreement, as of the date of substitution, and the covenants, representations
and warranties set forth in this Section 2.04, and in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified Substitute Mortgage Loan
as to which a Repurchase Event (as defined in the Assignment Agreement) has
occurred pursuant to Section 4 of the Assignment Agreement. In connection with
the substitution of one or more Qualified Substitute Mortgage Loans for one or
more Deleted Mortgage Loans, the Master Servicer will determine the amount (if
any) by which the aggregate principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Deleted Mortgage Loans (in each case after
application of the principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to the Certificateholders in the month
of substitution). Residential Funding shall deposit the amount of such shortfall
into the Custodial Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall give notice in writing to the Trustee of
such event, which notice shall be accompanied by an Officers' Certificate as to
the calculation of such shortfall and by an Opinion of Counsel to the effect
that such substitution will not cause (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation of the Residential
Funding to cure such breach or purchase (or in the case of Residential Funding
to substitute for) such Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders. If
the Master Servicer is Residential Funding, then the Trustee shall also have the
right to give the notification and require the purchase or substitution provided
for in the second preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in the Assignment
Agreement. In connection with the purchase of or substitution for any such
Mortgage Loan by Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the Assignment
Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated 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.
49
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse, all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Holders of the REMIC
II Regular Interests and the Holders of the Class R-II Certificates. The Trustee
acknowledges receipt of the REMIC I 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 II Regular Interests and Holders of the
Class R-II Certificates. The interests evidenced by the Class R-II Certificates,
together with the REMIC II Regular Interests, constitute the entire beneficial
ownership interest in REMIC II.
(c) In exchange for the REMIC I Regular Interests and, concurrently with
the assignment to the Trustee thereof, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-II Certificates) the entire beneficial ownership interest in REMIC II.
50
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
----------------------------------
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS System, it becomes
necessary to remove any Mortgage Loan from registration on the MERS System and
to arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of
51
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed conveyance or
assumption of such Mortgage Loan that is treated as a Principal Prepayment in
Full pursuant to Section 3.13(d) hereof) and cause any of REMIC I or REMIC II to
fail to qualify as a REMIC under the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage
Loans. The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney. In servicing
and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall,
to the extent not inconsistent with this Agreement, comply with the Program
Guide as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection with
servicing and administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations;
Special Servicing.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA
52
must be an FHA-approved servicer, and any Subservicer of a Mortgage Loan
guaranteed by the VA must be a VA-approved servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third- party servicers, but such Subservicer will remain
obligated under the related Subservicing Agreement. The Master Servicer and a
Subservicer may enter into amendments thereto or a different form of
Subservicing Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.
53
Section 3.03 Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
54
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
55
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
provided further, no such reduction of the Mortgage Rate shall reduce the
Mortgage Rate below one-half of the Mortgage Rate as in effect on the Cut-off
Date, but not less than the sum of the Servicing Fee and the Subservicing Fee,
and the final maturity date for any Mortgage Loan shall not be extended beyond
the Maturity Date. In connection with any Curtailment of a Mortgage Loan, the
Master Servicer, to the extent not inconsistent with the terms of the Mortgage
Note and local law and practice, may permit the Mortgage Loan to be re-amortized
such that the Monthly Payment is recalculated as an amount that will fully
amortize the remaining Stated Principal Balance thereof by the original Maturity
Date based on the original Mortgage Rate; provided, that such reamortization
shall not be permitted if it would constitute a reissuance of the Mortgage Loan
for federal income tax purposes.
(i) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be
deposited on a daily basis, except as otherwise specifically provided
herein, the following payments and collections remitted by Subservicers
or received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(ii) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(iii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including the interest component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(iv) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(v) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03 or 2.04 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04; and
(vi) Any amounts required to be deposited pursuant to Section
3.07(c).
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
56
Mortgage Loans which are not part of the Trust Fund (consisting of payments in
respect of principal and interest on the Mortgage Loans due on or before the
Cut-off Date) and payments or collections in the nature of prepayment charges or
late payment charges or assumption fees may but need not be deposited by the
Master Servicer in the Custodial Account. In the event any amount not required
to be deposited in the Custodial Account is so deposited, the Master Servicer
may at any time withdraw such amount from the Custodial Account, any provision
herein to the contrary notwithstanding. The Custodial Account may contain funds
that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or master serviced
by it on behalf of others. Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately reflect the funds on deposit in the
Custodial Account that have been identified by it as being attributable to the
Mortgage Loans.
(b) With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in the Available
Distribution Amount for the Distribution Date in the month of receipt, but is
not obligated to do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall be deemed to
have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
-----------------------------------------
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
57
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 prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee, if any, accrues in the case of a
Modified Mortgage Loan) on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from the related Mortgagor during any month that is
to be applied by the Subservicer to reduce the unpaid principal balance of the
related Mortgage Loan as of the first day of such month, from the date of
application of such Curtailment to the first day of the following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect
58
to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith 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, 3.08, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on the related
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)
59
which represent (A) Late Collections of Monthly Payments for which any
such advance was made in the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) late recoveries of the payments for
which such advances were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule of
the related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding, the
Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to Certificateholders as of the date on which
the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, 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 outstanding principal
balance of the Mortgage Loan in the prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14
60
in good faith in connection with the restoration of property damaged by
an Uninsured Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other additional amounts
payable to the Master Servicer or Subservicer pursuant to the terms of
the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any Advance or Subservicer Advance made in respect of a
Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance
by withdrawal from the Custodial Account of amounts on deposit therein
attributable to the Mortgage Loans on any Certificate Account Deposit Date
succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance relating to an Advance pursuant to Section
4.04 on any such Certificate Account Deposit Date shall be limited to an amount
not exceeding the portion of such Advance or Subservicer Advance previously paid
to Certificateholders (and not theretofore reimbursed to the Master Servicer or
the related Subservicer).
Section 3.11 Maintenance of Primary Insurance Coverage.
-----------------------------------------
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to
61
the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan ( fire insurance with extended coverage in an amount which is equal to the
lesser of the principal balance owing on such Mortgage Loan (together with the
principal balance of any mortgage loan secured by a lien that is senior to the
Mortgage Loan) or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of 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
62
available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located is
participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under 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
63
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any of REMIC I or REMIC II to fail to qualify as REMICs under the Code or
the imposition of any tax on "prohibited transactions" or "contributions" after
the startup date under the REMIC Provisions. The Master Servicer shall execute
and deliver such documents only if it reasonably determines that (i) its
execution and delivery thereof will not conflict with or violate any terms of
this Agreement or cause the unpaid balance and interest on the Mortgage Loan to
be uncollectible in whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained and (iii) subsequent to
the closing of the transaction involving the assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage lien (or junior
lien of the same priority in relation to any senior mortgage loan, with respect
to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be qualified to assume the
Mortgage Loan based on generally comparable credit quality and such release will
not (based on the Master Servicer's or Subservicer's good faith determination)
adversely affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
64
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 each of REMIC I or REMIC II would continue to qualify as a REMIC under
the Code as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the startup day would be imposed on any of REMIC I or
REMIC II as a result thereof. Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. Alternatively, the Master Servicer may
65
take other actions in respect of a defaulted Mortgage Loan, which may include
(i) accepting a short sale (a payoff of the Mortgage Loan for an amount less
than the total amount contractually owed in order to facilitate a sale of the
Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff
of the Mortgage Loan for an amount less than the total amount contractually owed
in order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in any
respect hereunder if the Master Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall not be
required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses and charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10.
In addition, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts
66
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property as soon as practicable, giving due consideration to the
interests of the Certificateholders, but in all cases within three full years
after the taxable year of its acquisition by the Trust Fund for purposes of
Section 860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of each of REMIC I or REMIC II as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund,
request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC I or REMIC II to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I or REMIC II to the
imposition of any
67
federal income taxes on the income earned from such REO Property, including any
taxes imposed by reason of Section 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan), to the Due Date in the related Due Period
prior to the Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to the Master Servicer; fifth, to all
Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer
and the Subservicer shall have no claims for any deficiencies with respect to
such fees which result from the foregoing allocation); and sixth, to Foreclosure
Profits.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
-----------------------------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of
68
a Servicing Officer substantially in one of the forms attached as Exhibit G
hereto, requesting that possession of all, or any document constituting part of,
the Mortgage File be released to the Master Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any Required Insurance
Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer. The Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for
the Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered directly or through a
Subservicer to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for
Release with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
-------------------------------------------------------
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall
69
be entitled to retain therefrom and to pay to itself and/or the related
Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer will
not withdraw from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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.
70
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, the date on which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, in each case, if such day is not a
Business Day, the immediately preceding Business Day), an Officers' Certificate
stating, as to each signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding calendar year related to its servicing of
mortgage loans and of its performance under the pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, specifying such statement shall include
a description of such noncompliance or specify each such default, as the case
may be, known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date or (b)
with respect to any calendar year during which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, the date on which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer at its expense shall cause a firm of independent public
accountants which shall be members of the American Institute of Certified Public
Accountants to furnish a report to the Depositor and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all
71
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may,
but is not obligated to perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer hereunder or exercise the rights of the Master
Servicer hereunder; provided that the Master Servicer shall not be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have the responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to be paid pursuant to Section 9.01, and (v) all
other amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in
72
Permitted Investments designated in the name of the Trustee for the benefit of
the Certificateholders, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. All income and gain realized from any
such investment shall be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized. The Trustee or its Affiliates are permitted to receive compensation
that could be deemed to be in the Trustee's economic self-interest for (i)
serving as investment adviser (with respect to investments made through its
Affiliates), administrator, shareholder servicing agent, custodian or
sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments.
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee based solely on
information provided by the Master Servicer, shall distribute to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share shall be based
on the aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder) of the following amounts, in the following
order of priority (subject to the provisions of Section 4.02(b) below), in each
case to the extent of the Available Distribution Amount:
(i) from the Available Distribution Amount, to the Senior
Certificates (other than the Class A-P Certificates), on a pro rata
basis based on the Accrued Certificate Interest payable on such Classes
of Certificates for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a) (the
"Senior Interest Distribution Amount"); and
(ii) (X) to the Class A-P Certificates, the Class A-P Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein); and
73
(Y) to the Senior Certificates (other than the Class A-P
Certificates), in the priorities and amounts set forth in Section
4.02(b)(ii) through(v), the sum of the following (applied to
reduce the Certificate Principal Balances of such Senior
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times
the sum of the following:
(i) the principal portion of each Monthly Payment
due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction of
the principal portion of such payment with respect to a
Discount Mortgage Loan), whether or not received on or
prior to the related Determination Date, minus the
principal portion of any Debt Service Reduction (other
than the related Discount Fraction of the principal
portion of such Debt Service Reductions with respect to
each Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(ii) the Stated Principal Balance of any Mortgage
Loan repurchased during the preceding calendar month (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Sections 2.02, 2.03, 2.04 or
4.07 of this Agreement, and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 of this Agreement during the
preceding calendar month (other than the related Discount
Fraction of such Stated Principal Balance or shortfall
with respect to each Discount Mortgage Loan); and
(iii) the principal portion of all other
unscheduled collections (other than Principal Prepayments
in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a
Mortgage Loan described in Section 4.02(a)(ii)(B),
including without limitation Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) received during the
preceding calendar month (or deemed to have been so
received in accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of principal
of the related Mortgage Loan pursuant to Section 3.14
(other than the related Discount Fraction of the principal
portion of such unscheduled collections, with respect to
each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the preceding
calendar month (or was deemed
74
to have occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard Losses,
Excess Bankruptcy Losses, Excess Fraud Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the Senior
Percentage for such Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance with respect to each
Discount Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the
related unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of principal
of the related Mortgage Loan pursuant to Section 3.14 (in each
case other than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan, included in Section
4.02(b)(i)(3) of this Agreement);
(C) the Senior Accelerated Distribution Percentage for
such Distribution Date times the aggregate of all Principal
Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than
the related Discount Fraction of such Principal Prepayments in
Full and Curtailments with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount but only to
the extent of Eligible Funds for such Distribution Date; and
(E) any amounts described in subsection (ii), clauses (Y)
(A), (B) and (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Subordinate Certificates;
(iii) to the Holders of the Class M--1 Certificates, as
applicable, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(iv) to the Holders of the Class M-1 Certificates, as applicable,
an amount equal to (x) the Subordinate Principal Distribution Amount for
such Class of Certificates for such Distribution Date, applied in
reduction of the Certificate Principal Balance of the Class M--1
Certificates;
(v) to the Holders of the Class M-2 Certificates, as applicable,
the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vi) to the Holders of the Class M-2 Certificates, as applicable,
an amount equal
75
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, applied in reduction of the
Certificate Principal Balance of the Class M-2 Certificates;
(vii) to the Holders of the Class M-3 Certificates, as
applicable, the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as provided
below;
(viii) to the Holders of the Class M-3 Certificates, as
applicable, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class M-3 Certificates;
(ix) to the Holders of the Class B-1 Certificates, as applicable,
the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(x) to the Holders of the Class B-1 Certificates, as applicable,
an amount equal to (x) the Subordinate Principal Distribution Amount for
such Class of Certificates for such Distribution Date, applied in
reduction of the Certificate Principal Balance of the Class B-1
Certificates;
(xi) to the Holders of the Class B-2 Certificates, as applicable,
the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xii) to the Holders of the Class B-2 Certificates, as
applicable, an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such Distribution
Date, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiii) to the Holders of the Class B-3 Certificates, as
applicable, an amount equal to (x) the Accrued Certificate Interest
thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(xiv) to the Holders of the Class B-3 Certificates, as
applicable, an amount equal to the Subordinate Principal Distribution
Amount for such Class of Certificates for such Distribution Date;
(xv) to the Senior Certificates, in the priority set forth in
Section 4.02(b), the portion, if any, of the Available Distribution
Amount remaining after the foregoing distributions, applied to reduce
the Certificate Principal Balances of such Senior Certificates,
76
but in no event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then outstanding
beginning with such Class with the Highest Priority, any portion of the
Available Distribution Amount remaining after the Senior Certificates
have been retired, applied to reduce the Certificate Principal Balance
of each such Class of Subordinate Certificates, but in no event more
than the outstanding Certificate Principal Balance of each such Class of
Subordinate Certificates; and
(xvi) to the Class R-II Certificates, the balance, if any, of the
related Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that (1) a shortfall in the amounts available to pay Accrued
Certificate Interest on any Class of Certificates results from an interest rate
reduction in connection with a Servicing Modification, or (2) such unpaid
Accrued Certificate Interest was attributable to interest shortfalls relating to
the failure of the Master Servicer to make any required Advance, or the
determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO
Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date will be
made as follows:
(i) to the Class A-P Certificates from the Available Distribution
Amount, until the Certificate Principal Balance thereof is reduced to
zero, an amount (the related "Class AP Principal Distribution Amount")
equal to the aggregate of:
(1) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the related Discount Fraction of the principal
portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
or, in the case of Principal Prepayments in Full, during
the related Prepayment Period (other than amounts received
in connection with a Cash Liquidation or REO Disposition
of a Discount
77
Mortgage Loan described in clause (3) below), including
Principal Prepayments in Full, Curtailments and
repurchases (including repurchases deemed to have occurred
during such period in accordance with Section 3.07(b)) of
Discount Mortgage Loans(or, in the case of a substitution
of a related Deleted Mortgage Loan, the related Discount
Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(3) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
(4) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(1) through (3) above) that remain undistributed; and
(5) the amount of any related Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any such Class A-P Collection Shortfalls remaining unpaid
for all previous Distribution Dates, but only to the
extent of the Eligible Funds for such Distribution Date;
(ii) the following amounts shall be distributed to the Senior
Certificates (other than the Interest Only Certificates and Class A-P
Certificates) as follows:
(A) the Senior Principal Distribution Amount shall be
distributed to the Class R-I Certificates and Class R-II
Certificates, concurrently, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero;
and
(B) the balance of the Senior Principal Distribution
Amount remaining after the distribution, if any, in clause
(ii)(A) above shall be distributed in the following order of
priority, until the aggregate Certificate Principal Balance of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-6, Class
A-7, Class A-8 and Class A-8A Certificates has been reduced to
the PAC I Aggregate Planned Principal Balance for such
Distribution Date:
(1) first, 36.66666667%, 36.66666667% and
26.66666667% concurrently to the Class A-1, Class A-3 and
Class A-4 Certificates, respectively, until the
Certificate Principal Balance of the Class A-1
78
Certificates has been reduced to zero;
(2) second, 36.66666667%, 36.66666667% and
26.66666667% concurrently to the Class A-2, Class A-3 and
Class A-4 Certificates, respectively, until the
Certificate Principal Balance of the Class A-3
Certificates has been reduced to zero;
(3) third, 36.66666667%, 36.66666667% and
26.66666667% concurrently to the Class A-2, Class A-6 and
Class A-4 Certificates, respectively, until the
Certificate Principal Balance of the Class A-6
Certificates has been reduced to zero;
(4) fourth, 36.66666667%, 36.66666667% and
26.66666667% concurrently to the Class A-2, Class A-7 and
Class A-4 Certificates, respectively, until the
Certificate Principal Balances thereof have been reduced
to zero; and
(5) fifth, to the Class A-8 Certificates and Class
A-8A Certificates, concurrently on a pro rata basis, until
the Certificate Principal Balances thereof have been
reduced to zero;
(C) the balance of the Senior Principal Distribution
Amount remaining after the distributions described in clauses
(ii)(A) and (B) above, if any, shall be distributed sequentially
to the Class A-9 Certificates and Class A-10 Certificates, in
each case until the aggregate Certificate Principal Balance of
the Class A-9 Certificates and Class A-10 Certificates has been
reduced to the PAC II Aggregate Planned Principal Balance for
such Distribution Date;
(D) the balance of the Senior Principal Distribution
Amount remaining after the distributions described in clauses
(ii)(A) through (C) above, if any, shall be distributed
concurrently on a pro rata basis, to the Class A-11 Certificates
and Class A-12 Certificates, until the Certificate Principal
Balances thereof have been reduced to zero;
(E) the balance of the Senior Principal Distribution
Amount remaining after the distributions described in clauses
(ii)(A) through (D) above, if any, shall be distributed
sequentially to the Class A-9 Certificates and Class A-10
Certificates, without regard to the PAC II Aggregate Planned
Principal Balance for such Distribution Date, in each case until
the Certificate Principal Balance has been reduced to zero; and
(F) the balance of the Senior Principal Distribution
Amount remaining after the distributions described in clauses
(ii)(A) through (E) above, if any, shall be
79
distributed to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-6, Class A-7, Class A-8 and Class A-8A Certificates in
the manner and order of priority set forth in clauses (ii)(B)(1)
through (5) above, without regard to the PAC I Aggregate Planned
Principal Balance for such Distribution Date, until the
Certificate Principal Balances thereof have been reduced to zero.
(iii) On or after the occurrence of the Credit Support Depletion
Date but prior to the reduction of the Certificate Principal Balance of
the Senior Support Certificates to zero, all priorities relating to
distributions as described in Section 4.02(b) of this Agreement in
respect of principal among the Senior Certificates (other than the
Interest Only Certificates and Class A-P Certificates) will be
disregarded, and (i) the remaining Senior Principal Distribution Amount
will be distributed to the Senior Certificates (other than the Interest
Only Certificates and Class A-P Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances, (ii)
the Senior Interest Distribution Amount will be distributed as described
in Section 4.02(a)(i)(X) and (iii) an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of Discount Mortgage Loans
will be distributed to the Class A-P Certificates; provided that, the
aggregate amount distributable to the Super Senior Certificates and the
Senior Support Certificates will be distributed among such Certificates
in the following priority: first, to the Super Senior Certificates, up
to an amount equal to the Accrued Certificate Interest thereon; second
to the Super Senior Certificates, up to an amount equal to the Super
Senior Optimal Principal Distribution Amount, in reduction of the
Certificate Principal Balance thereof, until such Certificate Principal
Balance has been reduced to zero; third, to the Senior Support
Certificates, up to an amount equal to the Accrued Certificate Interest
thereon; and fourth, to the Senior Support Certificates, the remainder,
until the Certificate Principal Balance thereof has been reduced to
zero.
(iv) On or after the occurrence of the Credit Support Depletion
Date and after the reduction of the Certificate Principal Balance of the
Senior Support Certificates to zero, all priorities relating to
distributions as described in Section 4.02(b) of this Agreement in
respect of principal among the Senior Certificates (other than the
Interest Only Certificates and Class A-P Certificates) will be
disregarded, and (i) the remaining Senior Principal Distribution Amount
will be distributed to the Senior Certificates (other than the Interest
Only Certificates and Class A-P Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances, (ii)
the Senior Interest Distribution Amount will be distributed as described
in Section 4.02(a)(i)(X) and (iii) an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of Discount Mortgage Loans
will be distributed to the Class A-P Certificates.
(v) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled
80
to no further distributions of principal thereon and the Available
Distribution Amount will be paid solely to the holders of the Class A-P
Certificates, Class A-V Certificates, Class M Certificates and Class B
Certificates, in each case as described herein.
(c) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses specifically related to such Mortgage Loan (including, but not limited
to, recoveries (net of any related liquidation expenses) in respect of the
representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement), the Master Servicer shall distribute such
amounts to the Class or Classes to which such Realized Loss was allocated (with
the amounts to be distributed allocated among such Classes in the same
proportions as such Realized Loss was allocated), and within each such Class to
the Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated) with respect to the Certificates of any Class, on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date; provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates.
(d) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(e) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that
81
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; Exchange Act Reporting.
--------------------------------------------------------
(a) The Master Servicer shall forward to the Trustee no later than 5:00
P.M. New York time on the second Business Day prior to each Distribution Date,
and the Trustee shall on such Distribution Date make available electronically
via the Trustee's internet website which is presently located at
xxxxx://xxx.xxxxxxxxxxxxxx.xx.xxx/xxxx, or for persons unable to use this
website by mail by contacting the investor relations desk at (000) 000-0000, to
each Holder and the Depositor, a statement setting forth the following
information as to each Class of Certificates, in each case to the extent
applicable:
(i) (A) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (B) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(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 Mortgage Loans pursuant to Section 4.04;
(v) the number of Mortgage Loans and the Stated Principal Balance
after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
the Certificates, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) one month, (B) two months and (C) three or
more months and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(viii) the number, aggregate principal balance and book value of
any REO
82
Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution
Date and the aggregate amount of Realized Losses on the Mortgage Loans
incurred since the Cut-off Date;
(xi) the Special Hazard Amount, Bankruptcy Amount and Fraud Loss
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the Pass-Through Rate on each Class of Certificates;
(xiii) the number and aggregate principal balance of Mortgage
Loans repurchased under Section 4.07;
(xiv) the aggregate amount of any recoveries on previously
foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xv) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xvi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder,
83
the Master Servicer shall provide the requesting Certificateholder with such
information as is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable reporting requirements under
Rule 144A.
(d) The Master Servicer shall, on behalf of the Depositor and in respect
of the Trust Fund, sign and cause to be filed with the Commission any periodic
reports required to be filed under the provisions of the Exchange Act, and the
rules and regulations of the Commission thereunder. In connection with the
preparation and filing of such periodic reports, the Trustee shall timely
provide to the Master Servicer (I) a list of Certificateholders as shown on the
Certificate Register as of the end of each calendar year, (II) copies of all
pleadings, other legal process and any other documents relating to any claims,
charges or complaints involving the Trustee, as trustee hereunder, or the Trust
Fund that are received by the Trustee, (III) notice of all matters that, to the
actual knowledge of a Responsible Officer of the Trustee, have been submitted to
a vote of the Certificateholders, other than those matters that have been
submitted to a vote of the Certificateholders at the request of the Depositor or
the Master Servicer, and (IV) notice of any failure of the Trustee to make any
distribution to the Certificateholders as required pursuant to this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability with
respect to the Master Servicer's failure to properly prepare or file such
periodic reports resulting from or relating to the Master Servicer's inability
or failure to obtain any information not resulting from the Master Servicer's
own negligence or willful misconduct. Any Form 10-K filed with the Commission in
connection with this clause (d) shall include a certification, signed by the
senior officer in charge of the servicing functions of the Master Servicer, in
the form attached as Exhibit R-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. In connection with the Form 10-K Certification, the Trustee
shall provide the Master Servicer with a back-up certification substantially in
the form attached hereto as Exhibit R-2. This Section 4.03(d) may be amended in
accordance with this Agreement without the consent of the Certificateholders.
Section 4.04 Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
(which may be in a mutually agreeable electronic format) to the Trustee, any
Paying Agent and the Depositor (the information in such statement to be made
available to Certificateholders by the Master Servicer on request) (provided
that the Master Servicer will use its best efforts to deliver such written
statement not later than 12:00 p.m. New York time on the second Business Day
prior to the Distribution Date) setting forth (i) the Available Distribution
Amounts, (ii) the amounts required to be withdrawn from the Custodial Account
and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a),
(iii) the amount of Prepayment Interest Shortfalls, and (iv) to the extent
required, a report detailing the Stated Principal Balance, Mortgage Rate,
Modified Mortgage Rate, remaining term to maturity and Monthly Payment for any
Modified Mortgage Loan pursuant to Section 3.13. The determination by the
84
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of
any related Servicing Modifications, Debt Service Reductions or reductions in
the amount of interest collectable from the Mortgagor pursuant to the Relief Act
or similar legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date in the related Due Period, which
Monthly Payments were due during the related Due Period and not received as of
the close of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (ii) withdraw
from amounts on deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution in discharge
of any such Advance, or (iii) make advances in the form of any combination of
clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the
Amount Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York
time on any future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the Custodial Account
for deposit in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders required to be made on the
following Distribution Date. The Master Servicer shall be entitled to use any
Advance made by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution Date as part
of the Advance made by the Master Servicer pursuant to this Section 4.04.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this
85
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Mortgage Loans (other than Excess
Losses) shall be allocated as follows: first, to the Class B-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
second, to the Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; third, to the Class B-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class M-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage
Loan, to the Class A-P Certificates in an amount equal to the related Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses on the Discount Mortgage Loans and the entire amount of such Realized
Losses on the Non-Discount Mortgage Loans, among the Senior Certificates (other
than the Class A-P Certificates) on a pro rata basis, as described in clause (b)
below.
(b) Any Extraordinary Losses with respect to the Mortgage Loans will be
allocated among the Senior Certificates and Subordinate Certificates on a pro
rata basis; provided that the Discount Fraction of the principal portion of a
Realized Loss on a Discount Mortgage Loan will be allocated to the Class A-P
Certificates. Excess Special Hazard Losses, Excess Bankruptcy Losses and Excess
Fraud Losses will be allocated as follows: first, to the Class B-3 Certificates,
until the Certificate Principal Balances thereof have been reduced to zero;
second, to the Class B-2 Certificates, until the Certificate Principal Balances
thereof have been reduced to zero; third, to the Class B-1 Certificates, until
the Certificate Principal Balances thereof have been reduced to zero; fourth, to
the Class M-3 Certificates, until the Certificate Principal Balances thereof
have been reduced to zero; fifth, to the Class M-2 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero; and sixth, to
the Class M-1 Certificates, until the Certificate Principal Balances thereof
have been reduced to zero; provided however that such losses will be so
allocated pursuant to this provision solely to the extent of the remaining
Special Hazard Loss Amount, Bankruptcy Amount or Fraud Loss Amount, as
applicable, to which these losses are allocated and
86
to the extent of the Certificate Principal Balance of the Class B Certificates
or Class M Certificates, and thereafter shall be allocated pro rata among the
Senior Certificates and the Subordinate Certificates in which these losses
occurred; and provided further, that the Discount Fraction of the principal
portion of any Excess Loss on a Discount Mortgage Loan will be allocated to the
Class A-P Certificates, as applicable.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss.
(c) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A, Class R, Class M or Class B
Certificates shall be made by reducing the Certificate Principal Balance thereof
by the amount so allocated, which allocation shall be deemed to have occurred on
such Distribution Date; 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. Any allocation of the principal
portion of Realized Losses (other than Debt Service Reductions) to the
Subordinate Certificates then outstanding with the Lowest Priority shall be made
by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a). Allocations of the interest
portions of Realized Losses (other than any interest rate reduction resulting
form a Servicing Modification) shall be made in proportion to the amount of
Accrued Certificate Interest and by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
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(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
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 (other than the year in which the
Certificates are issued) 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.
87
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
---------------------------------------------
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan that becomes 90 days or more delinquent during any given Calendar Quarter
shall only be eligible for purchase pursuant to this Section during the period
beginning on the first Business Day of the following Calendar Quarter, and
ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter. Such option if not exercised shall not thereafter be
reinstated as to any Mortgage Loan, unless the delinquency is cured and the
Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more
in a subsequent Calendar Quarter. If at any time the Master Servicer makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Section 4.08 Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests
(other than REMIC I Regular Interest LT-AP) for such Distribution Date, plus any
Uncertificated REMIC I Accrued Interest thereon remaining unpaid from any
previous Distribution Date in the same manner as it is distributed to the
Corresponding Certificate.
(b) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, as
principal on the Uncertificated REMIC I Regular Interests (other than REMIC I
Regular Interest LT-AV), an amount equal to the sum of the amounts distributed
as principal on the Certificates (other than the Class R Certificates) under
Sections 4.02(a)(ii), (iv), (vi), (viii), (x), (xii), (xiv) and (xv) to REMIC I
Regular Interest LT-1, REMIC I Regular Interest LT-2 and REMIC I Regular
Interest LT-3. Distributions on REMIC I Regular Interest LT-AP shall be make in
the same manner and amounts as distributions are made on the Corresponding
Certificates.
(c) In determining from time to time the amounts to be distributed to
the Uncertificated REMIC I Regular Interests, Realized Losses allocated under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interests for the related Distribution Date to REMIC I Regular Interest LT-1,
REMIC I Regular Interest LT-2 and REMIC I Regular Interest LT-3, in the same
88
manner as distributed to the Corresponding Certificates, except that Realized
Losses on REMIC I Regular Interest LT-AP shall be allocated in the same manner
as allocated to the Corresponding Certificates.
(d) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests described in this Section 4.08, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
89
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A Certificates, Class M Certificates, Class B 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
(other than the Class A-5 Certificates and Class A-V Certificates), Class M-1,
Class M-1 and Class M-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1 in excess thereof, except in the case of one Class B-3 Certificate which
shall be issued in a denomination equal to the sum of the related minimum
denomination and such uneven multiple for such Class. The Class A-5 Certificates
and Class A-V Certificates and each Class of Class R Certificates shall be
issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A and Class M Certificates shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A or Class M Certificate, through the book-entry facilities
of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All
90
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of Book-
Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
91
Section 5.02 Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class R Certificate, upon satisfaction of
the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class B Certificate is
to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee
shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Depositor that such transfer may
be made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act and
laws, which Opinion of Counsel shall not be an expense of the Trustee, the Trust
Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall require
the transferee to execute a representation letter, substantially in the form of
Exhibit I hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit J hereto, each
acceptable to and in form and substance satisfactory to the Depositor and the
Trustee certifying to the Depositor and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Trust Fund, the Depositor or the Master Servicer. In lieu of the
requirements set forth in the
92
preceding sentence, transfers of Class B Certificates may be made in accordance
with this Section 5.02(d) if the prospective transferee of such a Certificate
provides the Trustee and the Master Servicer with an investment letter
substantially in the form of Exhibit N attached hereto, which investment letter
shall not be an expense of the Trustee, the Depositor, or the Master Servicer,
and which investment letter states that, among other things, such transferee (i)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class B Certificate desiring to effect any transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Master Servicer and the Certificate Registrar
against any liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with such federal and
state laws and this Agreement.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Master Servicer to the effect that the purchase
or holding of such Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Depositor and the Master Servicer with a certification to the effect set forth
in Exhibit O (with respect to a Class B Certificate), or in paragraph fourteen
of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an insurance company investing its general accounts, an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition (each, a "Plan Investor") or
(b) in the case of a Class B Certificate, the following conditions are
satisfied: (i) such Transferee is an insurance company, (ii) the source of funds
used to purchase or hold such Certificate (or interest therein) is an "insurance
company general account" (as defined in U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60, and (iii) the conditions set forth
in Sections I and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(f) Any Transferee of a Class M Certificate will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on Prohibited
93
Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE 2000-58, 65
Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41 67 Fed Reg. 54487 (August
22, 2002) (the "RFC Exemption"), and that it understands that there are certain
conditions to the availability of the RFC Exemption including that such
Certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by Standard & Poor's, Fitch or Moody's or (c) such Transferee is
a Complying Insurance Company.
(g) (A) If any Class M Certificate (or any interest therein) is acquired
or held by any Person that does not satisfy the conditions described in
paragraph (ii) above, then the last preceding Transferee that either (i) is not
a Plan Investor, (ii) acquired such Certificate in compliance with the RFC
Exemption, or (iii) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as Certificate Owner
thereof retroactive to the date of such Transfer of such Class M Certificate.
The Trustee shall be under no liability to any Person for making any payments
due on such Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of any
Class M Certificate (or interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
(h) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (I) an affidavit
and agreement (a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit H-1) from the proposed Transferee, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as it retains
its
94
Ownership Interest in a Class R Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as
Exhibit H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the assessment
or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom
such Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest
in a Class R Certificate, by purchasing an Ownership Interest in
such Certificate, agrees to give the Trustee written notice that
it is a "pass- through interest holder" within the meaning of
Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in a
Class R Certificate on behalf of, a "pass- through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit H-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(iii) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a Non-United States Person
shall become a holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury
95
Regulations Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for
any registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments due on
such Certificate to the holder thereof or for taking any other action
with respect to such holder under the provisions of this Agreement.
(iv) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(v) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E- 2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(vi) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the
effect that the modification, addition to or elimination of such
provisions will not cause such Rating
96
Agency to downgrade its then-current ratings, if any, of the
Class A, Class M or Class B Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date by such Rating Agency; and
(B) A certificate of the Master Servicer stating that the
Master Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I or REMIC II to cease to qualify as a
REMIC and will not cause (x) any of REMIC I or REMIC II to be
subject to an entity-level tax caused by the Transfer of any
Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to be
subject to a REMIC-related tax caused by the Transfer of a Class
R Certificate to a Person that is not a Permitted Transferee.
(i) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(j) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
97
Section 5.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and
any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder" and in Section
4.08, and neither the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
98
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Mae or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A, Class R, Class M or Class B Certificates will
not be qualified, reduced or withdrawn as a result thereof (as evidenced by a
letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
99
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and delegation will not be
qualified, reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency). In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor or the Master
Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor
out of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses
100
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.
101
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(a) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any distribution required to
be made under the terms of the Certificates of such Class and this Agreement
and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such
failure to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor or to the Master Servicer, the Depositor and the
Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(i) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy) after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or
the Depositor, or to the Master Servicer, the Depositor and the Trustee
by the Holders of Certificates of any Class evidencing, as to such
Class, Percentage Interests aggregating not less than 25%; or
(ii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(iii) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of,
or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(iv) the Master Servicer shall admit in writing its inability to
pay its debts
102
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(v) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder; provided, however, the successor to the Master
Servicer appointed pursuant to Section 7.02 shall have accepted the duties of
Master Servicer effective upon the resignation of the Master Servicer. If an
Event of Default described in clause (v) hereof shall occur, the Trustee shall,
by notice to the Master Servicer and the Depositor, immediately terminate all of
the rights and obligations of the Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Depositor shall
103
deliver to the Trustee a copy of the Program Guide.
Section 7.02 Trustee or Depositor to Act; Appointment of Successor.
-----------------------------------------------------
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Depositor and with the Depositor's consent
(which shall not be unreasonably withheld) a designee (which meets the standards
set forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
initial Master Servicer hereunder. The Depositor, the Trustee, the Custodian and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder,
104
either (i) the successor Master Servicer, including the Trustee if the Trustee
is acting as successor Master Servicer, shall represent and warrant that it is a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing to
the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Master Servicer.
The predecessor Master Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Master Servicer
shall bear any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be
required under this subsection (b). The successor Master Servicer shall cause
such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.
Section 7.03 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
105
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions and
(subject to Section 10.01(f)) to prevent the imposition of any federal, state or
local income, prohibited transaction, contribution or other tax on the Trust
Fund to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to
106
the Trustee by the Depositor or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificateholders holding
Certificates which evidence, Percentage Interests aggregating not less
than 25% of the affected classes as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible Officer
of the Trustee assigned to and working in the Corporate Trust Office
obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Depositor or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
107
Section 8.02 Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
(which has not been cured), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise or use
under the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master
Servicer, if an Event of Default shall have occurred and is continuing,
and otherwise by the Certificateholder requesting the investigation;
108
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 3.22(d)), the Trustee shall not accept any contribution of assets
to the Trust Fund unless it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not (i) cause any
of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
109
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
110
Section 8.05(b) shall not pertain to any loss, liability or expense of the
Trustee, including the costs and expenses of defending itself against any claim,
incurred in connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.
In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation then the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Depositor determines that the Trustee has failed (i) to distribute or cause
to be distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of
111
clause (ii) above) after the date on which written notice of such failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Depositor, then the Depositor may remove the Trustee and appoint a successor
trustee by written instrument delivered as provided in the preceding sentence.
In connection with the appointment of a successor trustee pursuant to the
preceding sentence, the Depositor shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Depositor, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
112
Section 8.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the
113
conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at DTC Transfer Services,
00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, Xxx Xxxx, Xxx Xxxx 00000 for the
purpose of keeping the Certificate Register. The Trustee will maintain an office
at the address stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.
114
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the Master
Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan remaining in
the Trust Fund at a price equal to 100% of the unpaid principal balance
of each Mortgage Loan (or, if less than such unpaid principal balance,
the fair market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title has been
acquired if such fair market value is less than such unpaid principal
balance) (net of any unreimbursed Advances attributable to principal) on
the day of repurchase, plus accrued interest thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage
Loan), to, but not including, the first day of the month in which such
repurchase price is distributed; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Xxxxxx
X. Xxxxxxx, the late ambassador of the United States to the Court of St.
Xxxxx, living on the date hereof; provided further, that, if the amount
due under any Certificate shall not have been reduced to zero prior to
the Maturity Date, the Master Servicer shall be required to terminate
this Agreement in accordance with this clause (ii); and provided
further, that the purchase price set forth above shall be increased as
is necessary, as determined by the Master Servicer, to avoid
disqualification of any of REMIC I or REMIC II as a REMIC.
The right of the Master Servicer to purchase all the assets of the Trust
Fund relating to the Mortgage Loans, pursuant to clause (ii) above is
conditioned upon the date of such purchase occurring on or after the 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
115
and the Trustee and any Custodian shall, promptly following payment of the
purchase price, release to the Master Servicer the Mortgage Files pertaining to
the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the
Optional Termination Date, the Master Servicer shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon, or, with
respect to the Class A-5 Certificates and Class A-V Certificates, on their
respective Notional Amount, any previously unpaid Accrued Certificate Interest,
and any unpaid Prepayment Interest Shortfall previously allocated thereto. If
the Master Servicer exercises this right to purchase the outstanding
Certificates, the Master Servicer will promptly terminate the respective
obligations and responsibilities created hereby in respect of these Certificates
pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer
(if it is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to Certificateholders mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
116
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance of the Certificates, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
Section 9.02 Additional Termination Requirements.
-----------------------------------
(a) Any of REMIC I and REMIC II, as the case may be, shall be terminated
in accordance with the following additional requirements, unless the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of any of REMIC I and REMIC II, as the case may be, to comply with the
requirements of this Section 9.02 will not (i) result in the imposition on the
Trust Fund of taxes on "prohibited transactions," as described in Section 860F
of the Code, or (ii) cause any of REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I and REMIC II, and specify the first day of
such period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The Master Servicer
also shall satisfy all of the requirements of a qualified liquidation
for each of REMIC I and REMIC II, under Section 860F of the Code and the
regulations thereunder;
117
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the
assets of the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I and REMIC II at the expense of
the Trust Fund in accordance with the terms and conditions of this Agreement.
118
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I and REMIC II 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 Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-8A, Class A-9, Class A-10, Class A-11, Class A-12,
Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates shall be designated as the "regular interests" in REMIC
II and the Class R-II Certificates shall be designated the sole class of
"residual interests" in REMIC II. 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 and REMIC II within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I and REMIC II 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
and REMIC II 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 REMIC
created hereunder and deliver such
119
Tax Returns in a timely manner to the Trustee and the Trustee shall sign and
file such Tax Returns in a timely manner. The expenses of preparing such returns
shall be borne by the REMIC Administrator without any right of reimbursement
therefor. The REMIC Administrator agrees to indemnify and hold harmless the
Trustee with respect to any tax or liability arising from the Trustee's signing
of Tax Returns that contain errors or omissions. The Trustee and Master Servicer
shall promptly provide the REMIC Administrator with such information as the
REMIC Administrator may from time to time request for the purpose of enabling
the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I or REMIC II as a
REMIC or (ii) result in the imposition of a tax upon any of REMIC I or REMIC II
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 3.22(d)) and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code)
(either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust Fund created hereunder, endanger such status or,
unless the Master Servicer or the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may
120
not be taken because the timing of such action might result in the imposition of
a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel
that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence
with respect to any taxes that might be imposed on the Trust Fund has been given
and that all other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the Trust Fund or its assets, or causing the Trust Fund to take any action,
which is not expressly permitted under the terms of this Agreement, the Trustee
will consult with the Master Servicer or the REMIC Administrator, as applicable,
or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee
shall not take any such action or cause the Trust Fund to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any REMIC as defined in Section
860G(c) of the Code, on any contributions to any REMIC after the startup day
therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the startup day, neither the Master Servicer nor the
Trustee shall accept
121
any contributions of assets to any REMIC unless (subject to Section 10.01(f))
the Master Servicer and the Trustee shall have received an Opinion of Counsel
(at the expense of the party seeking to make such contribution) to the effect
that the inclusion of such assets in any REMIC will not cause any of REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject any such REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I or REMIC II
will receive a fee or other compensation for services nor permit any of REMIC I
or REMIC II to receive any income from assets other than "qualified mortgages"
as defined in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-5 Certificates and Class A-V Certificates) representing a regular
interest in the applicable REMIC and the Uncertificated Principal Balance of
each Uncertificated Regular Interest is the Maturity Date for each such
Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I or REMIC II 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.
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
122
Residential Funding for any taxes and costs including, without limitation, any
reasonable attorneys fees imposed on or incurred by Residential Funding as a
result of a breach of the Trustee's covenants set forth in Article VIII or this
Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee,
as a result of a breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the REMIC Administrator that contain errors or omissions;
provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Depositor, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Depositor or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
123
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Depositor, the Master Servicer and the Trustee:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I or REMIC II as REMICs at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the lower
of the then- current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating Agency
to such effect, and (B) such change shall not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to modify,
eliminate or add such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
124
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Trustee and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment is permitted hereunder and will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I or REMIC II to fail to qualify as
REMICs at any time that any Certificate is outstanding. The Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities and this agreement or otherwise;
provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
125
(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class R Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in REMIC I or
REMIC II. To the extent that any such instrument or fund constitutes a reserve
fund for federal income tax purposes, (i) any reserve fund so established shall
be an outside reserve fund and not an asset of the REMIC, (ii) any such reserve
fund shall be owned by the Depositor, and (iii) amounts transferred by the REMIC
to any such reserve fund shall be treated as amounts distributed by the REMIC to
the Depositor or any successor, all within the meaning of Treasury regulations
Section 1.860G-2(h). In connection with the provision of any such instrument or
fund, this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Depositor and such related insurer but without the consent of any
Certificateholder and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Certificateholders, the
Master Servicer or the Trustee, as applicable; provided that the Depositor
obtains an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any of REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Depositor elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Depositor may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit L, with such changes as the
Depositor shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the
126
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
------------------------------------------
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
127
Section 11.04 Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
-------
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RAMP), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Residential Asset Mortgage Products Inc.
Series 2003-RM1 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of
Fitch, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000, Attention: Residential
Mortgage Backed Group, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by Fitch; and (e)
in the case of S&P, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance, or such other address as may be hereafter furnished to
the Depositor, the Trustee and the Master Servicer in writing by S&P. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06 Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (i), (ii), (iii), (iv), (vii), (viii), (ix) or
(x) below or provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the statements
described in clauses (x) and (vi) below:
(i) a material change or amendment to this Agreement,
(ii) the occurrence of an Event of Default,
(iii) the termination or appointment of a successor Master
Servicer or Trustee or
128
a change in the majority ownership of the Trustee,
(iv) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(v) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(vi) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(vii) a change in the location of the Custodial Account or the
Certificate Account,
(viii) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(ix) the occurrence of the Final Distribution Date, and
(x) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (iv), (vii) or (viii) above, the Master Servicer shall
provide prompt written notice to each Rating Agency and the Subservicer of any
such event known to the Master Servicer.
Section 11.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
--------------------------------------------
(a) This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the
129
Master Servicer and the Trustee; provided, that neither the Master Servicer nor
the Trustee shall withhold their consent thereto if their respective interests
would not be materially adversely affected thereby. To the extent that the terms
of the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any of REMIC I or REMIC II
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.
130
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
[Seal] RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxx
Title: Vice President Title: Vice President
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Name: Xxxxx Xxxxxxxxxx
Title: Title: Director
[Seal] DEUTSCHE BANK TRUST COMPANY
AMERICAS
as Trustee
Attest: By:
---------------------------------------
Name: Name:
Title: Title:
[Seal]
Attest: By:
--------------------------------------- -----------------------------
Name: Name:
Title: Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 2003, before me, a notary public in and for
said State, personally appeared Xxxxxxx Xxxx, known to me to be a Vice President
of Residential Asset Mortgage Products, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 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 CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 28th day of March, 2003, before me, a notary public in and for
said State, personally appeared __________________, known to me to be a/an
_________________ of Deutsche Bank Trust Company Americas, the entity that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking entity and acknowledged to me that such
banking entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 28th day of March, 2003, before me, a notary public in and for
said State, personally appeared __________________, known to me to be a/an
_________________ of Deutsche Bank Trust Company Americas, the entity that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking entity and acknowledged to me that such
banking entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
EXHIBIT A
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.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Class A-[___] Certificates No. ___
[___]% Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest: 100%
and Cut-off Date:
March 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
April 25, 2003 Balance] [Notional Amount] of the Class A-
[___] Certificates: $_______________
Master Servicer: Initial [Certificate Principal Balance] [Notional
Residential Funding Corporation Amount] of this Class A-[___] Certificate:
$_______________
Final Scheduled Distribution Date: $_______________
February 25, 2033
Maturity Date: CUSIP ___________
March 25, 2033
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-RM1
evidencing a percentage interest in the distributions allocable to the Class
A-[__] Certificates with respect to a Trust Fund consisting primarily of a pool
of one- to four-family fixed rate, first lien mortgage loans sold by RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of one- to
four-family fixed interest rate, first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business [on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution][so long as the
Certificate is a Book-Entry Certificate) on the Business Day prior to the
related 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.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, 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 Mortgage
Loans and all property acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the related Certificates. The Agreement permits,
but does not require, the Master Servicer to (i) purchase at a price determined
as provided in the Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof; provided, that any such
option may only be exercised if the aggregate Stated Principal Balance of the
Mortgage Loans as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[__] Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:_____________________
__________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
________________________.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT B-1
FORM OF CLASS M-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
[AND] CLASS R[, CLASS M-1 AND CLASS M-2] CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN, OR ANY OTHER PERSON, ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON
PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29,
1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021 (JULY 21, 1997), AND PTE
2000-58, 65 FED. REG. 67765 (NOVEMBER 13, 2000) (THE "RFC EXEMPTION"), AND THAT
IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC
EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF
PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH
OR XXXXX'X OR (C)(I) THE TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF
FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY
GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH
IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING
INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF
SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
Class M-[___] Certificates No. ___
[___]% Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest: 100%
and Cut-off Date:
March 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
April 25, 2003 Balance] of the Class M-[___] Certificates:
$_______________
Master Servicer: Initial [Certificate Principal Balance] of this
Residential Funding Corporation Class M-[___] Certificate:
$_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date: CUSIP ___________
March 25, 2033
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-RM1
evidencing a percentage interest in the distributions allocable to the Class
M-[__] Certificates with respect to a Trust Fund consisting primarily of a pool
of one- to four-family fixed interest rate, first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of one- to
four-family fixed rate, first lien mortgage loans (the "Mortgage Loans"), sold
by Residential Asset Mortgage Products, Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement
referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Depositor, the Master
Servicer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-[ ]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, no transfer of this Class M Certificate will be made
unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(f) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(f) of the Agreement shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any
Subservicer, and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by such parties as a result of such
acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes
designated as Mortgage Pass-Through Certificates of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge
payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the aggregate Stated Principal Balance of the Mortgage Loans as
of the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[__] Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:_____________________
___________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
________________________.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT B-2
FORM OF CLASS B-[__] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A,
CLASS R [AND] CLASS M[, CLASS B-1 AND CLASS B-2] CERTIFICATES AS DESCRIBED IN
THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED
TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
Class B-[___] Certificates No. ___
[___]% Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
March 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
April 25, 2003 Balance] of the Class B-[___] Certificates:
$_______________
Master Servicer: Initial [Certificate Principal Balance] of this
Residential Funding Corporation Class B-[___] Certificate:
$_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date: CUSIP ___________
March 25, 2033
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-RM1
evidencing a percentage interest in the distributions allocable to the Class
B-[__] Certificates with respect to a Trust Fund consisting primarily of a pool
of one- to four-family fixed interest rate, first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _____________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of one-
to four-family fixed rate, first lien mortgage loans (the "Mortgage Loans"),
sold by Residential Asset Mortgage Products, Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement
referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Depositor, the Master
Servicer and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B[__]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable xxxxxx.Xx
transfer of this Class B-[__] Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Depositor may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such
Plan or any Person acquiring such Certificates with "plan assets" of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. ss.2510.3-101 ("Plan Assets") unless the Depositor, the Trustee and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Trustee and the Master Servicer that the
purchase of this Certificate is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or Section 4975
of the Code and will not subject the Depositor, the Master Servicer, the Trustee
or the Trust Fund to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense of
the Depositor, the Master Servicer, the Trustee or the Trust Fund. In lieu of
such Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with Plan
Assets of a Plan may provide a certification in the form of Exhibit O to the
Agreement, which the Trustee may rely upon without further inquiry or
investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies appointed by the Trustee in
the City and State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the aggregate
Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[__] Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:_____________________
____________________________________
Signature by or on behalf of assignor
____________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
________________________.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS [R-I] [R-II] CERTIFICATE WILL NOT BE ENTITLED TO
PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL
SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS [R-I] [R-II] CERTIFICATE IS SUBORDINATE TO THE CLASS A
CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(F) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
Class R-[___] Certificates No. 1
[___%] Pass-Through Rate
Date of Pooling and Servicing Agreement Percentage Interest 100%
and Cut-off Date:
March 1, 2003
First Distribution Date: Aggregate Initial [Certificate Principal
April 25, 2003 Balance] of the Class R-[___] Certificates:
$_______________
Master Servicer: Initial [Certificate Principal Balance] of this
Residential Funding Corporation Class R-[___] Certificate:
$_______________
Final Scheduled Distribution Date:
February 25, 2033
Maturity Date: CUSIP ___________
March 25, 2033
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2003-RM1
evidencing a percentage interest in any distributions allocable to the Class
[R-I] [R- II] Certificates with respect to the Trust Fund consisting primarily
of a pool of one- to four-family fixed interest rate, first lien mortgage loans
sold by RESIDENTIAL MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of one- to four-family
fixed interest rate, first lien mortgage loans (the "Mortgage Loans"), sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as specified above (the "Agreement") among the Depositor, the Master Servicer
and Deutsche Bank Trust Company
Americas, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master
Servicer, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Depositor, the Master Servicer, the Trustee or the
Trust Fund. In lieu of such Opinion of Counsel, a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring this
Certificate with Plan Assets of a Plan may provide a certification in the form
of paragraph fourteen of Exhibit H-1 to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Loans and all property acquired in respect
of such Mortgage Loans, thereby effecting early retirement of the related
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the aggregate
Stated Principal Balance of the Mortgage Loans as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
By:
Authorized Signatory
Dated: March 28, 2003
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-[__] Certificates referred to in the within-mentioned
Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:_____________________
____________________________________
Signature by or on behalf of assignor
___________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________ for the account of
___________________________________ account number
__________________________________________ or if mailed by check to
________________________.
Applicable statements should be mailed to _______________________.
This information is provided by ______________________, the assignee named
above, or _______________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of March 1, 2003, by and among DEUTSCHE BANK
TRUST COMPANY AMERICAS, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
custodian (together with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of March 1, 2003,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-RM1 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1 Custodian to Act as Agent; Acceptance of Mortgage Files. The
-32-
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 Mortgages to the Trustee that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
Section 2.3 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as Exhibit
One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto
acknowledge that certain documents referred to in Subsection 2.01(b)(i) of the
Pooling Agreement may be missing on or prior to the Closing Date and such
missing documents shall be listed as a Schedule to Exhibit One.
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review in
accordance with the provisions of Section 2.02 of the Pooling Agreement each
Mortgage File and to deliver to the Trustee an Interim Certification in the form
annexed hereto as Exhibit Two to the effect that all documents required to be
delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. For purposes of such review,
the Custodian shall compare the following information in each Mortgage File to
the corresponding information in the Mortgage Loan Schedule: (i) the loan
number, (ii) the borrower name and (iii) the original principal balance. The
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face, or that the MIN is accurate. If in performing the
review required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
respect of the items reviewed as described in this Section 2.3(b), the Custodian
shall promptly so notify the Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
-33-
Upon receipt of written request from the Trustee, the Company or
the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement
not then contained in the Mortgage Files.
Section 2.4 Notification of Breaches of Representations and
Warranties. If the Custodian discovers, in the course of performing its
custodial functions, a breach of a representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
Section 2.5 Custodian to Cooperate: Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer shall immediately
notify the Custodian by delivering to the Custodian a Request for Release (in
the form of Exhibit Four attached hereto or a mutually acceptable electronic
form) and shall request delivery to it of the Mortgage File. The Custodian
agrees, upon receipt of such Request for Release, promptly to release to the
Master Servicer the related Mortgage File. Upon written notification of a
substitution, the Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents constituting
the Mortgage File with respect to any Qualified Substitute Mortgage Loan, upon
receiving written notification from the Master Servicer of such substitution.
Upon receipt of a Request for Release from the Master Servicer,
signed by a Servicing Officer, that (i) the Master Servicer or a Subservicer, as
the case may be, has made a deposit into the Certificate Account in payment for
the purchase of the related Mortgage Loan in an amount equal to the Purchase
Price for such Mortgage Loan or (ii) the Company has chosen to substitute a
Qualified Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall
release to the Master Servicer the related Mortgage File.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, 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
-34-
or such document was delivered and the purpose or purposes of such delivery.
Immediately upon receipt of any Mortgage File returned to the Custodian by the
Master Servicer, the Custodian shall deliver a signed acknowledgment to the
Master Servicer, confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian
will send to the Master
Servicer copies of any documents contained in the Mortgage File.
Section 2.6 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in writing if it
shall no longer be a member of MERS, or if it otherwise shall no longer be
capable of registering and recording Mortgage Loans using MERS. In addition, the
Master Servicer shall (i) promptly notify the Custodian in writing when a MERS
Mortgage Loan is no longer registered with and recorded under MERS and (ii)
concurrently with any such deregistration of a MERS Mortgage Loan, prepare,
execute and record an original assignment from MERS to the Trustee and deliver
such assignment to the Custodian.
Section 3.2 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the 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
-35-
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
-36-
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
-37-
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.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
By:__________________________
Attention: Residential Asset Mortgage Name:
Products, Inc., Series 2003-RM1 Title:
By:__________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxxxxx Xxxx
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxxx Xxxxxxxxxx
Title: Director
Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
STATE OF )
)ss.:
COUNTY OF )
On the 28th day of March, 2003, before me, a notary public in and
for said State, personally appeared _____________, known to me to be an
________________ of Deutsche Bank Trust Company Americas, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
________________________
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 2003, before me, a notary public in and
for said State, personally appeared Xxxxxxx Xxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
_________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 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 MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 2003, before me, a notary public in and
for said State, personally appeared Xxxx X. Xxxxxx, known to me to be an
Assistant Vice President of Xxxxx Fargo Bank Minnesota, National Association,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
______________________________
Notary Public
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March __, 2003
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1
Re: Custodial Agreement, dated as of March 28, 2003, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original lost note affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X. X. Xxxxxx
Title: Assistant Vice President
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
March __, 2003
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1
Re: Custodial Agreement, dated as of March 28, 2003, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X.X. Xxxxxx
Title: Assistant Vice President
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
March __, 2003
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2003-RM1
Re: Custodial Agreement, dated as of March 28, 2003, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-RM1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________________
Name: X. X. Xxxxxx
Title: Assistant Vice President
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
______________________________
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
___________________________
Name
___________________________
Title
___________________________
Date
EXHIBIT F
MORTGAGE LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST.
RUN ON : 03/20/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.03.29 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2003-RM1 CUTOFF : 03/01/03
POOL : 0004674
:
:
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
---------------------------------------------------------------------------
4689651 .5000
27,524.15 .0300
8.5000 .0000
8.0000 .0000
7.9700 .0000
5.7500 2.2200
6911371 .2500
391,937.19 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
5.7500 1.3450
7088040 .2500
29,591.98 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
5.7500 1.9700
7088236 .2500
101,535.77 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
7088678 .2500
63,404.31 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
7704451 .2500
793,042.77 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
1
7704503 .2500
319,948.53 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
7704521 .2500
773,747.06 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
5.7500 1.2200
7920275 .2500
364,285.79 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.7500 1.0950
8145207 .2500
377,929.87 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8206195 .5000
218,212.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8346751 .2500
338,760.48 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346753 .2500
401,852.86 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346755 .2500
580,874.64 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8346761 .2500
435,175.72 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346765 .2500
588,311.77 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346767 .2500
557,709.44 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346771 .2500
424,467.26 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346775 .2500
492,417.61 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8346779 .2500
358,589.64 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8346785 .2500
647,692.64 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8346789 .2500
329,100.15 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8346793 .2500
414,446.48 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346797 .2500
334,714.76 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346803 .2500
365,629.44 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346807 .2500
398,092.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346811 .2500
420,424.04 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346891 .2500
322,760.64 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346893 .2500
646,339.45 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346895 .2500
646,517.52 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8346897 .2500
329,055.74 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346899 .2500
338,730.29 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346901 .2500
497,390.02 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346903 .2500
965,848.26 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346907 .2500
358,020.19 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8346909 .2500
841,539.69 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346913 .2500
398,379.54 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346917 .2500
345,356.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8346921 .2500
106,710.92 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346923 .2500
351,326.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346925 .2500
444,923.02 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346927 .2500
442,435.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346929 .2500
546,709.38 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8346931 .2500
425,646.77 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346933 .2500
345,664.95 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346935 .2500
646,745.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8346937 .2500
364,566.13 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8346939 .2500
549,888.53 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346941 .2500
483,274.15 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346943 .2500
627,811.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8346947 .2500
479,701.85 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346951 .2500
335,127.24 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8346953 .2500
451,703.80 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346955 .2500
340,691.78 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8346957 .2500
603,309.98 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346961 .2500
538,491.56 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346963 .2500
428,827.47 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346967 .2500
378,859.42 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8346969 .2500
354,506.94 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346971 .2500
453,666.52 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8346973 .2500
530,477.73 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346975 .2500
398,855.45 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8346977 .2500
368,683.34 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346979 .2500
359,018.35 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346981 .2500
469,637.34 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8346983 .2500
371,715.13 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8346985 .2500
641,536.62 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346989 .2500
407,635.43 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8346991 .2500
348,998.50 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346993 .2500
542,516.61 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8346995 .2500
446,286.32 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8346997 .2500
380,971.96 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8346999 .2500
379,875.34 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8347001 .2500
530,153.96 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8347003 .2500
389,282.91 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347007 .2500
333,945.68 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8347011 .2500
468,687.11 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8347015 .2500
391,902.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8347017 .2500
353,034.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8347019 .2500
410,424.03 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347021 .2500
376,519.44 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8347023 .2500
358,969.88 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347027 .2500
355,102.18 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8347031 .2500
390,080.62 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347033 .2500
332,879.24 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347037 .2500
368,991.07 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8347043 .2500
523,490.69 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8347047 .2500
388,296.68 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8347171 .2500
482,547.27 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8347175 .2500
371,009.93 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8347179 .2500
428,883.05 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8347183 .2500
448,802.33 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8347187 .2500
398,935.39 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8347191 .2500
436,377.60 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8347195 .2500
530,497.22 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8347199 .2500
538,454.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347203 .2500
548,426.23 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8347207 .2500
726,014.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8347211 .2500
580,413.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8361751 .2500
549,672.67 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8361755 .2500
484,194.49 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8361757 .2500
557,818.44 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8361763 .2500
510,986.13 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8361765 .2500
641,477.50 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8361767 .2500
494,071.40 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8361781 .2500
393,822.76 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8361783 .2500
302,328.57 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8361787 .2500
313,560.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8361789 .2500
499,129.05 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8361791 .2500
462,267.21 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8361811 .2500
398,469.95 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8361813 .2500
519,018.16 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8361817 .2500
449,143.82 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365893 .2500
368,852.49 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8365895 .2500
404,099.74 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8365897 .2500
343,423.61 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8365899 .2500
385,088.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8365901 .2500
336,379.70 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8365903 .2500
447,842.74 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365905 .2500
622,003.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365909 .2500
367,231.04 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365911 .2500
561,845.03 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8365913 .2500
384,790.54 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8365915 .2500
358,057.57 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8365917 .2500
346,331.71 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365919 .2500
464,130.40 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8365921 .2500
314,555.97 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365923 .2500
597,704.94 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365927 .2500
558,319.18 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8365929 .2500
383,626.94 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365931 .2500
358,589.64 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8365933 .2500
338,699.45 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365937 .2500
394,448.62 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8365939 .2500
345,242.14 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
5.7500 1.8450
1
8365941 .2500
440,174.83 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8365943 .2500
382,590.94 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
5.7500 1.4700
8365945 .2500
1,291,638.62 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8365947 .2500
584,737.31 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8365949 .2500
597,606.28 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8365953 .2500
646,808.78 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8365959 .2500
597,191.73 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8365961 .2500
332,694.04 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8365963 .2500
426,445.80 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365967 .2500
635,231.50 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8365969 .2500
510,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
5.7500 1.4700
8365975 .2500
358,578.78 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
5.7500 1.2200
8365977 .2500
560,268.05 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365979 .2500
369,077.94 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8365983 .2500
438,471.85 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8365987 .2500
535,684.23 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8365989 .2500
492,793.80 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8365993 .2500
635,729.73 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8365997 .2500
647,630.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8366001 .2500
942,500.00 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8366005 .2500
816,631.25 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8366007 .2500
448,278.69 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8366011 .2500
994,361.74 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8366015 .2500
492,110.41 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8366019 .2500
874,469.35 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8366021 .2500
465,065.44 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8366027 .2500
996,174.89 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8366031 .2500
777,356.23 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8366035 .2500
548,752.91 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417643 .2500
97,822.32 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417647 .2500
344,311.38 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8417651 .2500
151,567.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8417655 .2500
568,991.41 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8417659 .2500
279,467.26 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417663 .2500
471,622.41 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417667 .2500
458,240.44 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417671 .2500
413,249.43 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417675 .2500
118,756.75 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8417683 .2500
459,103.53 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417691 .2500
451,079.95 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8417695 .2500
384,302.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417703 .2500
496,031.42 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417715 .2500
115,542.02 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
5.7500 1.2200
8417719 .2500
156,714.58 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417723 .2500
299,992.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
5.7500 1.2200
8417727 .2500
373,232.41 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8417735 .2500
149,721.40 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417749 .2500
554,891.77 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8417753 .2500
938,336.72 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8417757 .2500
331,383.37 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417761 .2500
381,290.50 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417767 .2500
321,886.40 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417771 .2500
335,291.03 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417775 .2500
134,749.25 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417777 .2500
424,153.99 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417781 .2500
115,584.29 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8417785 .2500
675,933.72 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417793 .2500
363,290.61 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417799 .2500
215,575.77 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8417811 .2500
193,816.60 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
5.7500 1.4700
8417815 .2500
453,220.41 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8417819 .2500
715,897.04 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.7500 1.0950
8417825 .2500
99,971.95 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8417831 .2500
315,211.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8417839 .2500
447,371.32 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417843 .2500
497,091.26 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417847 .2500
169,676.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417851 .2500
399,306.57 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417863 .2500
350,363.66 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8417867 .2500
187,425.77 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8417875 .2500
164,728.71 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8417881 .2500
499,147.09 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
1
8417885 .2500
558,959.88 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417889 .2500
354,324.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8417893 .2500
399,201.60 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8417897 .2500
399,292.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8417901 .2500
368,915.63 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417905 .2500
91,848.74 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8417913 .2500
124,784.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8417917 .2500
366,630.98 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8417925 .2500
187,633.61 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8417929 .2500
389,275.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417933 .2500
288,463.22 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8417937 .2500
154,326.43 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8417945 .2500
133,950.74 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8442899 .2500
344,359.20 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8442915 .2500
407,612.87 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8442921 .2500
671,421.42 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8442929 .2500
406,604.42 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8442933 .2500
472,900.86 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8442937 .2500
414,596.64 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8442949 .2500
649,397.97 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8442953 .2500
291,444.42 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8442957 .2500
453,537.12 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8442963 .2500
200,813.83 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8442965 .2500
364,636.64 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8442969 .2500
439,221.45 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8442973 .2500
142,364.79 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8442977 .2500
1,118,841.49 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8442981 .2500
369,657.31 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443127 .2500
878,515.64 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443129 .2500
322,393.81 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443131 .2500
414,586.86 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8443133 .2500
605,367.29 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8443135 .2500
441,590.62 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443137 .2500
391,618.99 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443139 .2500
499,536.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443141 .2500
437,084.88 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443145 .2500
499,514.02 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443147 .2500
460,527.95 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8443149 .2500
340,129.44 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443151 .2500
457,409.44 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8443153 .2500
696,555.11 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443155 .2500
646,883.95 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443159 .2500
545,953.52 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443161 .2500
1,493,146.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443163 .2500
108,708.59 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8443165 .2500
389,325.94 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8443167 .2500
365,984.53 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443171 .2500
644,883.09 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8443173 .2500
639,407.23 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443177 .2500
462,225.14 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443179 .2500
647,824.33 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443181 .2500
486,263.48 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8443183 .2500
647,453.54 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443185 .2500
376,918.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443189 .2500
648,821.58 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443191 .2500
342,954.71 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8443193 .2500
446,864.39 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8443197 .2500
325,705.28 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443199 .2500
57,147.02 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443201 .2500
357,302.31 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443205 .2500
381,646.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443207 .2500
409,219.91 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443209 .2500
610,958.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443211 .2500
371,555.54 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8443213 .2500
164,700.85 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443215 .2500
407,260.32 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443217 .2500
161,364.31 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8443219 .2500
589,937.92 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8443221 .2500
223,792.53 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443223 .2500
579,449.67 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443225 .2500
405,607.99 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443227 .2500
257,761.04 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8443229 .2500
447,585.06 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443231 .2500
459,594.14 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8443233 .2500
322,401.11 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443237 .2500
566,413.35 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443239 .2500
395,282.08 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443241 .2500
339,383.59 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8443243 .2500
131,877.74 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443245 .2500
367,316.49 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8443247 .2500
779,259.90 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443249 .2500
299,715.34 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443251 .2500
333,066.23 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8443255 .2500
548,574.05 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8443257 .2500
464,065.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443261 .2500
625,807.05 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443263 .2500
145,477.68 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8443267 .2500
368,297.90 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8443269 .2500
353,887.84 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8443271 .2500
419,200.88 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443273 .2500
421,599.59 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443275 .2500
339,600.11 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8443277 .2500
257,361.41 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443279 .2500
399,620.46 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443281 .2500
321,701.76 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8443283 .2500
411,599.56 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8443285 .2500
259,792.08 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.7500 1.0950
8443287 .2500
313,702.06 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443289 .2500
398,440.54 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8443291 .2500
479,150.66 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8443293 .2500
319,696.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443297 .2500
824,217.20 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8443299 .2500
503,498.26 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8443303 .2500
93,101.07 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8443307 .2500
90,893.43 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8448331 .2500
542,939.82 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448335 .2500
339,685.09 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448339 .2500
457,133.45 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448343 .2500
364,636.64 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448345 .2500
366,469.12 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448347 .2500
446,316.28 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448351 .2500
447,737.68 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448353 .2500
331,072.59 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448355 .2500
389,907.79 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448357 .2500
350,931.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448359 .2500
390,755.13 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448361 .2500
401,874.25 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448371 .2500
443,555.88 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448373 .2500
378,296.07 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448375 .2500
399,257.07 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448377 .2500
372,506.84 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448381 .2500
365,837.75 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448383 .2500
747,265.85 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448385 .2500
446,675.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448387 .2500
427,686.18 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448389 .2500
399,201.61 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448391 .2500
341,394.87 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448397 .2500
553,969.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448399 .2500
555,041.96 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448401 .2500
370,935.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448405 .2500
497,404.34 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448407 .2500
648,733.25 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448409 .2500
346,883.67 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448411 .2500
335,360.72 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448413 .2500
606,595.53 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448417 .2500
488,612.56 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8448419 .2500
402,732.29 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448421 .2500
498,943.93 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448425 .2500
335,360.72 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448427 .2500
449,203.76 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448429 .2500
345,687.21 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448431 .2500
520,531.39 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448433 .2500
464,115.28 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448435 .2500
454,154.92 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448437 .2500
748,704.89 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448441 .2500
543,145.71 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448443 .2500
420,758.48 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448447 .2500
354,935.17 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448449 .2500
374,251.51 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448453 .2500
402,214.62 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448457 .2500
335,016.28 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448461 .2500
411,271.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8448463 .2500
437,645.44 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448465 .2500
341,333.50 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448467 .2500
456,087.82 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448469 .2500
407,584.03 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448473 .2500
349,334.09 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448475 .2500
395,209.59 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448477 .2500
649,321.36 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8448479 .2500
339,661.53 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448481 .2500
325,394.51 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448483 .2500
379,223.26 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448485 .2500
458,586.14 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448487 .2500
373,952.49 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448489 .2500
349,301.40 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448491 .2500
344,327.65 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448493 .2500
371,292.22 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448499 .2500
383,491.66 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8448501 .2500
383,286.77 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448505 .2500
540,993.33 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448507 .2500
508,540.70 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448511 .2500
558,855.30 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448513 .2500
458,745.69 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448515 .2500
648,702.60 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448517 .2500
343,345.50 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448519 .2500
546,982.18 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448521 .2500
329,756.10 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448523 .2500
362,708.07 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448525 .2500
339,095.09 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448527 .2500
648,184.29 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448529 .2500
385,300.19 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448531 .2500
347,073.78 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448533 .2500
375,946.89 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448535 .2500
394,946.03 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8448537 .2500
357,865.65 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448539 .2500
379,311.08 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448541 .2500
354,401.80 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8448545 .2500
416,640.97 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448547 .2500
618,929.38 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448549 .2500
436,976.43 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8448551 .2500
454,175.12 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448553 .2500
389,342.82 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
1
8448555 .2500
534,076.16 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448557 .2500
419,620.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448561 .2500
700,190.76 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448573 .2500
449,602.97 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448575 .2500
888,306.66 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448579 .2500
402,415.33 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448583 .2500
998,097.36 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448585 .2500
612,831.78 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448587 .2500
478,626.53 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448589 .2500
426,416.97 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448593 .2500
479,086.73 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448595 .2500
384,231.54 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448599 .2500
440,818.36 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448601 .2500
554,291.06 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448603 .2500
427,681.40 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448605 .2500
648,602.81 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448607 .2500
377,045.38 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448609 .2500
376,865.42 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448613 .2500
613,154.08 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448617 .2500
384,841.42 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448621 .2500
448,250.53 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448623 .2500
393,814.40 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448625 .2500
499,001.99 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448629 .2500
373,874.44 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448633 .2500
647,704.59 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448635 .2500
356,925.46 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448637 .2500
338,977.67 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448639 .2500
383,844.43 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448641 .2500
523,461.36 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448643 .2500
548,924.09 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448645 .2500
566,335.35 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448647 .2500
323,050.44 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8448649 .2500
421,760.28 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448651 .2500
430,295.33 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448653 .2500
583,784.06 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448655 .2500
449,123.02 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448657 .2500
347,136.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448659 .2500
467,529.61 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448661 .2500
438,740.99 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448663 .2500
376,918.38 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448665 .2500
349,334.07 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448667 .2500
340,957.87 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448669 .2500
550,458.03 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448671 .2500
479,656.38 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448673 .2500
565,242.91 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448677 .2500
388,910.57 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448679 .2500
515,590.26 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448681 .2500
638,199.51 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8448683 .2500
545,508.46 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448685 .2500
434,811.13 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448687 .2500
356,049.84 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448693 .2500
502,722.54 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448697 .2500
408,040.71 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448699 .2500
469,737.85 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448701 .2500
332,684.03 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448703 .2500
526,946.11 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448705 .2500
351,177.51 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448707 .2500
399,592.17 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448709 .2500
336,358.81 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448711 .2500
339,337.39 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448713 .2500
384,302.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448715 .2500
356,975.62 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448719 .2500
628,109.06 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448721 .2500
398,855.45 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448723 .2500
499,002.01 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448731 .2500
487,002.50 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448735 .2500
369,240.77 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448737 .2500
336,374.08 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448741 .2500
379,294.21 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448743 .2500
598,858.43 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448745 .2500
381,628.72 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448747 .2500
345,000.00 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448749 .2500
391,289.60 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448751 .2500
606,815.11 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448753 .2500
349,767.81 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448755 .2500
598,938.34 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448759 .2500
464,177.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448763 .2500
598,830.68 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448765 .2500
333,349.08 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448767 .2500
362,933.23 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8448769 .2500
543,360.30 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8448771 .2500
423,143.39 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448811 .2500
557,339.55 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448813 .2500
608,782.44 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448815 .2500
347,305.39 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448817 .2500
406,786.43 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448819 .2500
439,142.50 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448823 .2500
409,200.98 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8448825 .2500
345,325.71 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448827 .2500
648,733.25 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448829 .2500
364,199.15 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8448833 .2500
538,922.17 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448835 .2500
437,104.69 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448839 .2500
355,272.32 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448841 .2500
464,537.09 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448843 .2500
353,147.59 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448845 .2500
449,530.17 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8448847 .2500
383,251.66 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448849 .2500
585,810.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448853 .2500
327,375.94 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448855 .2500
343,329.60 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448859 .2500
370,793.18 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448861 .2500
359,298.41 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448863 .2500
348,335.99 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448865 .2500
618,820.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448867 .2500
379,084.49 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448869 .2500
456,130.50 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448871 .2500
399,238.95 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448873 .2500
389,439.56 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448875 .2500
606,729.81 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448879 .2500
384,351.25 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8448881 .2500
518,058.07 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8448883 .2500
433,842.26 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448885 .2500
448,772.95 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448887 .2500
443,446.55 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448889 .2500
392,676.33 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448891 .2500
501,525.82 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448893 .2500
351,673.97 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448895 .2500
472,577.21 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448897 .2500
546,957.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448903 .2500
375,249.51 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448907 .2500
417,223.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448911 .2500
339,072.88 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448913 .2500
458,061.77 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448915 .2500
419,181.48 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448917 .2500
449,573.02 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448919 .2500
434,597.11 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448925 .2500
384,934.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8448927 .2500
381,273.20 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448929 .2500
370,390.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8448931 .2500
395,498.95 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8448933 .2500
398,827.72 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8448935 .2500
327,390.81 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448937 .2500
359,347.36 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8448939 .2500
357,268.21 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448941 .2500
379,311.08 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8448943 .2500
428,203.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448945 .2500
380,442.08 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8448947 .2500
394,173.20 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8448949 .2500
451,219.47 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8448953 .2500
398,203.59 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448955 .2500
367,299.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448961 .2500
399,620.46 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448963 .2500
363,307.44 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8448965 .2500
443,155.25 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8448967 .2500
558,152.71 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8448969 .2500
339,253.98 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8448971 .2500
369,188.17 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8448973 .2500
407,299.20 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8448975 .2500
329,292.76 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8448977 .2500
419,099.52 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8448979 .2500
407,146.00 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8448981 .2500
468,520.78 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8448983 .2500
374,233.47 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448985 .2500
578,217.29 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448987 .2500
479,018.82 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448989 .2500
382,566.38 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8448991 .2500
478,559.27 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448993 .2500
404,191.62 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8448997 .2500
648,702.60 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8448999 .2500
498,499.24 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449005 .2500
429,139.72 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449009 .2500
487,025.95 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449011 .2500
450,144.80 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449013 .2500
339,321.35 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449017 .2500
471,856.29 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449019 .2500
475,049.89 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449093 .2500
408,998.57 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8449095 .2500
518,962.07 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449097 .2500
406,804.24 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449099 .2500
498,472.35 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449103 .2500
399,220.45 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449109 .2500
566,893.06 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449111 .2500
469,483.27 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449113 .2500
368,597.54 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449115 .2500
557,408.03 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8449117 .2500
638,752.74 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449119 .2500
399,238.95 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449121 .2500
374,170.65 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449123 .2500
405,245.92 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449125 .2500
499,025.58 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449127 .2500
577,980.96 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449129 .2500
488,998.39 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449135 .2500
358,982.05 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8449137 .2500
436,604.94 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449139 .2500
363,223.57 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449141 .2500
350,515.56 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449143 .2500
708,016.69 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449145 .2500
350,593.54 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8449147 .2500
389,183.69 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8449151 .2500
354,387.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8449153 .2500
399,194.97 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8449157 .2500
406,314.10 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449159 .2500
418,163.67 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449161 .2500
431,197.63 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449163 .2500
376,545.22 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449167 .2500
643,772.81 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449169 .2500
349,334.09 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449171 .2500
424,151.70 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449173 .2500
549,002.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8449175 .2500
409,219.93 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449177 .2500
468,687.11 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449179 .2500
537,884.47 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449181 .2500
396,688.78 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449185 .2500
351,092.47 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449189 .2500
337,057.48 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449191 .2500
395,591.74 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449193 .2500
498,669.25 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8449195 .2500
330,750.86 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449199 .2500
549,274.93 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449201 .2500
477,154.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8449203 .2500
442,296.69 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449207 .2500
357,530.13 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449211 .2500
426,425.51 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449215 .2500
440,345.99 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449219 .2500
420,393.63 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8449223 .2500
336,917.20 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8449227 .2500
400,454.84 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449235 .2500
404,410.33 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449239 .2500
517,205.40 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449245 .2500
417,223.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449251 .2500
489,067.70 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449259 .2500
385,709.95 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449261 .2500
501,448.19 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8449267 .2500
442,097.05 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449275 .2500
348,351.79 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449279 .2500
374,303.49 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449283 .2500
335,460.91 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449287 .2500
323,383.54 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449291 .2500
368,580.29 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449295 .2500
326,527.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449299 .2500
409,238.50 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8449303 .2500
384,668.52 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8449307 .2500
567,418.35 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449311 .2500
338,899.41 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449315 .2500
345,708.58 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449319 .2500
589,548.55 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449323 .2500
406,057.10 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449331 .2500
600,241.53 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8449337 .2500
399,162.74 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8449341 .2500
578,922.75 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449345 .2500
419,181.48 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449349 .2500
369,255.36 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449355 .2500
359,347.34 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449359 .2500
453,592.82 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8449365 .2500
430,101.27 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449369 .2500
400,486.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449373 .2500
549,050.26 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8449377 .2500
389,956.65 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449381 .2500
379,743.37 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8449385 .2500
395,417.45 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8449389 .2500
498,569.31 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449393 .2500
473,640.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449397 .2500
497,545.23 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8449401 .2500
366,947.02 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8449407 .2500
409,638.26 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8449451 .2500
499,093.52 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8449453 .2500
628,197.34 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8460641 .2500
354,308.16 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460643 .2500
609,780.46 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460647 .2500
513,972.06 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460653 .2500
459,081.85 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460655 .2500
1,434,084.17 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460659 .2500
328,853.89 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8460661 .2500
312,887.35 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460665 .2500
214,102.43 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8460671 .2500
483,984.83 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8460673 .2500
438,857.11 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8460675 .2500
648,602.81 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460677 .2500
523,386.35 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460681 .2500
400,429.80 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460683 .2500
359,298.41 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8460685 .2500
409,219.93 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8460687 .2500
425,194.45 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460689 .2500
350,299.41 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460691 .2500
499,021.42 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460695 .2500
398,882.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460697 .2500
411,676.65 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460703 .2500
363,273.47 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460707 .2500
524,024.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8460709 .2500
429,750.20 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460711 .2500
477,769.65 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460713 .2500
519,034.20 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460715 .2500
585,750.60 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8460717 .2500
477,045.92 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460721 .2500
509,075.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8460737 .2500
348,981.40 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8460739 .2500
543,819.18 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8460741 .2500
489,045.07 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460743 .2500
765,076.37 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460745 .2500
463,570.76 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460747 .2500
444,111.79 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460755 .2500
321,316.42 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8460763 .2500
451,200.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8460765 .2500
390,429.20 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8460773 .2500
353,106.04 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8460779 .2500
568,915.50 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8460783 .2500
376,746.52 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460785 .2500
386,219.83 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460789 .2500
334,315.23 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460791 .2500
346,307.39 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460793 .2500
339,105.23 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460795 .2500
391,261.07 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8460799 .2500
551,423.26 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8460805 .2500
546,906.19 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8460807 .2500
328,327.50 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460809 .2500
462,097.68 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460811 .2500
481,757.18 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8460813 .2500
321,338.22 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460819 .2500
456,918.66 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8460821 .2500
345,635.41 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460823 .2500
548,449.61 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8460825 .2500
374,233.47 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460827 .2500
439,162.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8460829 .2500
428,759.27 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460831 .2500
336,059.93 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460835 .2500
505,938.80 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8460839 .2500
423,133.31 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8460841 .2500
381,181.32 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8460843 .2500
647,952.29 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
1
8460845 .2500
367,247.78 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8478617 .2500
544,804.57 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
5.7500 1.3450
8478619 .2500
409,825.96 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8478621 .2500
471,257.39 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8478623 .2500
383,019.16 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8478625 .2500
446,385.06 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
5.7500 1.4700
8478627 .2500
383,593.46 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8478637 .2500
390,316.30 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
5.7500 1.4700
1
8478639 .2500
333,386.39 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8478645 .2500
491,854.52 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8478649 .2500
369,067.77 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
5.7500 1.7200
8478651 .2500
499,307.29 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480667 .2500
742,295.01 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480671 .2500
114,294.04 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480673 .2500
562,765.51 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480677 .2500
419,601.48 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8480679 .2500
479,041.92 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480681 .2500
495,494.30 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8480683 .2500
475,491.13 .0300
5.6250 .0000
5.3750 .0000
5.3450 .0000
5.3450 .0000
8480689 .2500
217,788.11 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480691 .2500
172,347.80 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480695 .2500
670,547.63 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480699 .2500
573,442.10 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480701 .2500
424,596.74 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8480705 .2500
209,800.74 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480707 .2500
537,002.16 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480713 .2500
438,583.46 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480717 .2500
499,514.03 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480719 .2500
539,487.62 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480721 .2500
465,134.49 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480723 .2500
382,727.65 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480727 .2500
224,791.60 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8480731 .2500
187,812.84 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480735 .2500
469,564.69 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480739 .2500
381,161.83 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8480741 .2500
96,916.48 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8480745 .2500
209,814.71 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480749 .2500
632,384.76 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480751 .2500
649,426.52 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480753 .2500
423,347.92 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8480755 .2500
319,473.87 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8480757 .2500
339,707.26 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8480759 .2500
439,162.84 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480761 .2500
379,630.65 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480763 .2500
455,523.90 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8480771 .2500
343,204.57 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480779 .2500
337,341.28 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480781 .2500
438,778.64 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
1
8480783 .2500
144,855.65 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480785 .2500
597,472.23 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480787 .2500
599,416.83 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480789 .2500
184,828.65 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480793 .2500
400,588.83 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480795 .2500
407,640.03 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480797 .2500
145,868.01 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8480799 .2500
223,811.80 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
1
8480801 .2500
486,015.68 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480807 .2500
420,560.44 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8480809 .2500
459,603.94 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8480813 .2500
263,778.20 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480815 .2500
648,369.20 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480819 .2500
335,617.80 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480821 .2500
542,472.23 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480825 .2500
297,343.77 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
1
8480827 .2500
112,702.88 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8480829 .2500
399,663.95 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480831 .2500
140,875.60 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480833 .2500
135,664.44 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8480837 .2500
715,287.21 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480839 .2500
419,601.48 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480841 .2500
372,462.98 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8480845 .2500
305,310.03 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8480847 .2500
265,753.63 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480849 .2500
481,842.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480851 .2500
214,191.61 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480853 .2500
239,798.37 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480855 .2500
725,311.14 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480863 .2500
399,601.79 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480865 .2500
354,516.27 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.7500 1.0950
8480867 .2500
810,392.44 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8480869 .2500
479,555.42 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480871 .2500
167,865.65 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
5.7500 1.0950
8480879 .2500
719,200.30 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480881 .2500
399,629.52 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480885 .2500
375,616.64 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8480887 .2500
131,865.42 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8480891 .2500
356,861.49 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480893 .2500
339,700.02 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8480895 .2500
804,217.58 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480897 .2500
538,463.42 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8480901 .2500
575,479.28 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8480905 .2500
530,807.90 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480907 .2500
282,144.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8480909 .2500
439,582.51 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480911 .2500
259,764.95 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8480915 .2500
322,378.75 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8480919 .2500
389,620.94 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480921 .2500
674,418.84 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8480923 .2500
122,283.86 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480925 .2500
799,240.93 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480929 .2500
596,176.88 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480935 .2500
409,610.97 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480937 .2500
507,969.09 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8480939 .2500
347,661.76 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8480943 .2500
723,329.43 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480945 .2500
157,853.66 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8480947 .2500
239,766.73 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480949 .2500
104,711.95 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8480953 .2500
319,696.37 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8480959 .2500
471,583.56 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8480985 .2500
402,008.89 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8480993 .2500
524,477.35 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8480997 .2500
307,721.56 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481003 .2500
499,490.23 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481007 .2500
398,172.29 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481013 .2500
476,956.86 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8481019 .2500
339,337.39 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481027 .2500
215,818.53 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8481031 .2500
324,351.30 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481035 .2500
518,401.70 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
1
8481039 .2500
599,373.56 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8481049 .2500
739,711.18 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8481055 .2500
319,405.65 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481059 .2500
439,113.85 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481063 .2500
500,033.34 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481067 .2500
324,276.19 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8481071 .2500
378,912.67 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481073 .2500
349,789.12 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8481081 .2500
229,771.03 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481085 .2500
458,775.71 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8481091 .2500
97,518.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8481097 .2500
78,928.58 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481103 .2500
747,801.95 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481111 .2500
289,737.83 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481125 .2500
114,893.48 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481131 .2500
49,952.56 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8481139 .2500
412,674.73 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481149 .2500
308,837.14 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481155 .2500
146,873.44 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8481167 .2500
367,134.15 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481173 .2500
489,764.72 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8481181 .2500
238,189.66 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8481189 .2500
387,594.90 .0300
5.7500 .0000
5.5000 .0000
5.4700 .0000
5.4700 .0000
8481195 .2500
889,175.68 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8481201 .2500
244,577.03 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481209 .2500
388,910.56 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481215 .2500
124,881.39 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481225 .2500
415,005.85 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481231 .2500
286,714.28 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481237 .2500
454,617.74 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8481243 .2500
273,720.64 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481291 .2500
380,147.58 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8481297 .2500
429,571.93 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481305 .2500
134,257.90 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8481313 .2500
389,655.90 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8481321 .2500
399,238.95 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481325 .2500
847,515.63 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481337 .2500
134,406.06 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481345 .2500
559,529.52 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8481351 .2500
425,215.24 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8481357 .2500
439,572.34 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481363 .2500
389,275.64 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481369 .2500
80,527.13 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481371 .2500
419,601.48 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481377 .2500
315,727.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8481383 .2500
359,697.55 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
8481391 .2500
170,837.74 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481393 .2500
514,587.21 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
1
8481399 .2500
69,935.17 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481403 .2500
420,590.80 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481407 .2500
334,481.13 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481411 .2500
385,624.83 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481415 .2500
676,809.26 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481421 .2500
919,126.11 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481425 .2500
845,197.28 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481429 .2500
367,650.83 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8481435 .2500
369,648.92 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481439 .2500
399,592.17 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481445 .2500
479,522.15 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481449 .2500
558,979.43 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481453 .2500
248,746.13 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481457 .2500
160,835.85 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8481461 .2500
87,914.47 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481465 .2500
309,739.56 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
5.7500 .8450
1
8481471 .2500
444,078.23 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8481477 .2500
995,008.47 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8481481 .2500
144,481.47 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8481485 .2500
366,817.43 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8481491 .2500
619,439.50 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481497 .2500
208,796.86 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8481509 .2500
151,162.95 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8481515 .2500
419,610.99 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
1
8481521 .2500
235,791.78 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8481529 .2500
599,416.83 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496143 .2500
404,191.62 .0300
6.0000 .0000
5.7500 .0000
5.7200 .0000
5.7200 .0000
8496145 .2500
519,010.63 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496147 .2500
324,001.06 .0300
5.8750 .0000
5.6250 .0000
5.5950 .0000
5.5950 .0000
8496149 .2500
471,622.41 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496151 .2500
424,266.10 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8496153 .2500
363,654.61 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8496155 .2500
510,503.16 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496157 .2500
634,901.74 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8496159 .2500
344,825.86 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496161 .2500
621,869.65 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496163 .2500
497,623.84 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496165 .2500
693,857.29 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
5.7500 .9700
8496167 .2500
447,753.03 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496169 .2500
573,905.98 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8496171 .2500
399,630.52 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496175 .2500
499,525.58 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496177 .2500
440,519.13 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8496211 .2500
327,419.63 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8496213 .2500
392,234.11 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496215 .2500
494,580.75 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496219 .2500
328,909.78 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496221 .2500
641,445.25 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8496223 .2500
495,006.93 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496225 .2500
347,583.70 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496227 .2500
461,178.49 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496229 .2500
366,448.42 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496231 .2500
454,726.21 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496233 .2500
377,309.52 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8496239 .2500
479,864.28 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496241 .2500
418,158.72 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
1
8496243 .2500
653,721.63 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8496247 .2500
533,008.19 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496249 .2500
448,504.25 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496251 .2500
413,251.66 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496253 .2500
499,514.02 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496255 .2500
535,277.81 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496257 .2500
449,203.75 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8496259 .2500
628,772.23 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
1
8496263 .2500
483,562.46 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496265 .2500
820,580.56 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
5.7500 .7200
8496267 .2500
999,072.79 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8496269 .2500
339,692.63 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496271 .2500
569,459.16 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8496277 .2500
821,756.45 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496279 .2500
347,321.79 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496283 .2500
849,449.88 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
1
8496285 .2500
479,064.54 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496287 .2500
366,946.64 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
5.7500 .5950
8496291 .2500
534,325.02 .0300
5.5000 .0000
5.2500 .0000
5.2200 .0000
5.2200 .0000
8496301 .2500
379,111.44 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496307 .2500
410,254.89 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8496309 .2500
325,364.66 .0300
6.1250 .0000
5.8750 .0000
5.8450 .0000
5.7500 .0950
8496311 .2500
777,016.75 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
5.7500 .3450
8502719 .2500
748,640.31 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
1
8502721 .2500
818,513.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
5.7500 .4700
8502727 .2500
346,171.23 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8502729 .2500
898,646.05 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
8502731 .2500
459,563.53 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.7500 .2200
TOTAL NUMBER OF LOANS: 970
TOTAL BALANCE........: 422,346,617.06
RUN ON : 03/20/03 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.03.29 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2003-RM1 FIXED SUMMARY REPORT CUTOFF : 03/01/03
POOL : 0004674
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 6.2992 5.5000 8.5000
RFC NET RATE 6.0490 5.2500 8.0000
NET MTG RATE(INVSTR RATE) 6.0190 5.2200 7.9700
POST STRIP RATE 5.7233 5.2200 5.7500
SUB SERV FEE .2501 .2500 .5000
MSTR SERV FEE .0300 .0300 .0300
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2958 .0000 2.2200
TOTAL NUMBER OF LOANS: 970
TOTAL BALANCE........: 422,346,617.06
***************************
* END OF REPORT *
***************************
RUN ON : 03/20/03 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.03.29 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2003-RM1 CUTOFF : 03/01/03
POOL : 0004674
:
:
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 #
______________________________________________________________________________
4689651 W29/M32 F 45,200.50 ZZ
234 27,524.15 1
8.500 396.12 83
8.000 382.45
XXXXXXXXXX XX 00000 1 02/01/92 00
307362144 05 03/01/92 0
0000004499 O 08/01/11
0
6911371 005/Y15 F 397,000.00 ZZ
360 391,937.19 1
7.375 2,741.99 78
7.125 2,741.99
XXXXXXXX XX 00000 2 10/12/01 00
10407658 05 12/01/01 0
003011328642 O 11/01/31
0
7088040 B86/M32 F 32,362.00 ZZ
360 29,591.98 1
8.000 237.47 76
7.750 237.47
XXXXXXXX XX 00000 1 06/09/95 00
270000028 05 08/01/95 0
6000112166 O 07/01/25
0
7088236 B86/M32 F 107,000.00 ZZ
360 101,535.77 1
6.875 702.92 78
6.625 702.92
XXXXX XXXX XX 00000 1 02/10/99 00
270000076 05 04/01/99 0
1
6000474137 O 03/01/29
0
7088678 B86/M32 F 72,800.00 ZZ
360 63,404.31 1
7.000 484.34 80
6.750 484.34
XXXXXX XX 00000 5 10/25/93 00
270000134 05 12/01/93 0
6000601416 O 11/01/23
0
7704451 005/H74 F 819,000.00 ZZ
360 793,042.77 1
7.000 5,448.83 78
6.750 5,448.83
XXXXXX XXXXXX XX 00000 4 02/18/02 00
0010409803 05 03/01/02 0
3011136318 O 02/01/32
0
7704503 005/H74 F 324,000.00 ZZ
360 319,948.53 1
6.750 2,101.46 80
6.500 2,101.46
XXXXXXXXXXXX XX XX 00000 1 12/14/01 00
0010410082 06 02/01/02 0
3011403809 O 01/01/32
0
7704521 005/H74 F 780,000.00 T
360 773,747.06 1
7.250 5,320.98 80
7.000 5,320.98
XXXX XXXXX XX 00000 1 04/15/02 00
0010410173 05 06/01/02 0
3011428855 O 05/01/32
0
7920275 005/E72 F 370,000.00 ZZ
240 364,285.79 1
7.125 2,896.44 77
6.875 2,896.44
XXXXXXXXXX XX 00000 5 06/11/02 00
260000273 05 08/01/02 0
3011509142 O 07/01/22
0
1
8145207 F28/M32 F 380,000.00 ZZ
360 377,929.87 1
6.875 2,496.33 95
6.625 2,496.33
XXXXXXXXXX XX 00000 1 08/12/02 04
TO BE ASSIGNED 05 10/01/02 30
0003426340 O 09/01/32
0
8206195 926/926 F 220,000.00 ZZ
349 218,212.18 1
7.000 1,477.39 76
6.500 1,477.39
XXXXXXXX XX 00000 5 06/01/02 00
162002657 05 07/01/02 0
162002657 O 07/01/31
0
8346751 134/M32 F 340,000.00 ZZ
360 338,760.48 1
6.500 2,149.04 78
6.250 2,149.04
XXXXXXXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0012927000 O 11/01/32
0
8346753 134/M32 F 403,000.00 ZZ
360 401,852.86 1
6.375 2,514.20 75
6.125 2,514.20
XXXXXXXX XX 00000 2 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012935524 O 12/01/32
0
8346755 134/M32 F 583,000.00 ZZ
360 580,874.64 1
6.500 3,684.96 51
6.250 3,684.96
XXXXXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
0012937660 O 11/01/32
0
8346761 134/M32 F 449,000.00 ZZ
360 435,175.72 1
6.500 2,837.99 57
6.250 2,837.99
1
XXXXXXXX XX 00000 5 11/06/02 00
TO BE ASSIGNED 05 01/01/03 0
0012938262 O 12/01/32
0
8346765 134/M32 F 590,000.00 ZZ
360 588,311.77 1
6.250 3,632.74 72
6.000 3,632.74
XXXXXXXX XX 00000 2 11/06/02 00
TO BE ASSIGNED 05 01/01/03 0
0012942744 O 12/01/32
0
8346767 134/M32 F 559,800.00 ZZ
360 557,709.44 1
6.375 3,492.43 45
6.125 3,492.43
XXX XXX XX 00000 2 10/24/02 00
TO BE ASSIGNED 05 12/01/02 0
0012943817 O 11/01/32
0
8346771 134/M32 F 425,600.00 ZZ
360 424,467.26 1
6.625 2,725.17 52
6.375 2,725.17
XXXXXXX XX 00000 5 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0012945440 O 12/01/32
0
8346775 134/M32 F 493,700.00 ZZ
360 492,417.61 1
6.750 3,202.13 79
6.500 3,202.13
XXX XXXXX XX 00000 2 11/15/02 00
TO BE ASSIGNED 05 01/01/03 0
0012947958 O 12/01/32
0
8346779 134/M32 F 360,000.00 ZZ
360 358,589.64 1
6.125 2,187.40 63
5.875 2,187.40
XXX XXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0012948717 O 11/01/32
0
1
8346785 134/M32 F 649,950.00 ZZ
360 647,692.64 1
6.750 4,215.57 78
6.500 4,215.57
XXXXX XXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0012949426 O 11/01/32
0
8346789 134/M32 F 330,000.00 ZZ
360 329,100.15 1
6.500 2,085.83 54
6.250 2,085.83
XXX XXXXX XX 00000 2 11/11/02 00
TO BE ASSIGNED 05 01/01/03 0
0012950366 O 12/01/32
0
8346793 134/M32 F 416,000.00 ZZ
360 414,446.48 1
6.375 2,595.30 80
6.125 2,595.30
XXX XXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0012950515 O 11/01/32
0
8346797 134/M32 F 336,000.00 ZZ
360 334,714.76 1
6.250 2,068.81 76
6.000 2,068.81
XXXXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
0012952479 O 11/01/32
0
8346803 134/M32 F 367,000.00 ZZ
360 365,629.44 1
6.375 2,289.61 66
6.125 2,289.61
XXXXXX XXXXXXX XX 00000 2 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0012955894 O 11/01/32
0
8346807 134/M32 F 400,000.00 ZZ
360 398,092.37 1
1
6.250 2,462.87 70
6.000 2,462.87
XXXXX XXX XX 00000 5 10/15/02 00
TO BE ASSIGNED 05 12/01/02 0
0012956207 O 11/01/32
0
8346811 134/M32 F 422,000.00 ZZ
360 420,424.04 1
6.375 2,632.74 72
6.125 2,632.74
XXXXXX XXXXX XX XX 00000 2 10/30/02 00
TO BE ASSIGNED 03 12/01/02 0
0012959094 O 11/01/32
0
8346891 134/M32 F 324,000.00 ZZ
360 322,760.64 1
6.250 1,994.93 80
6.000 1,994.93
XXXXXXXXXX XXXX XX 00000 2 10/24/02 00
TO BE ASSIGNED 05 12/01/02 0
0012959607 O 11/01/32
0
8346893 134/M32 F 648,150.00 ZZ
360 646,339.45 1
6.375 4,043.62 52
6.125 4,043.62
XXXXXXXX XX 00000 2 11/07/02 00
TO BE ASSIGNED 05 01/01/03 0
0012960852 O 12/01/32
0
8346895 134/M32 F 649,000.00 ZZ
360 646,517.52 1
6.250 3,996.00 75
6.000 3,996.00
XXXXX XXXXXXXX XX 00000 1 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
0012964433 O 11/01/32
0
8346897 134/M32 F 330,000.00 ZZ
360 329,055.74 1
6.250 2,031.87 87
6.000 2,031.87
XXXXXXXXXXXX XX 00000 2 11/08/02 11
TO BE ASSIGNED 05 01/01/03 25
1
0012965836 O 12/01/32
0
8346899 134/M32 F 340,000.00 ZZ
360 338,730.29 1
6.375 2,121.16 63
6.125 2,121.16
XXX XXXXX XX 00000 5 10/28/02 00
TO BE ASSIGNED 05 12/01/02 0
0012969317 O 11/01/32
0
8346901 134/M32 F 498,750.00 ZZ
360 497,390.02 1
6.500 3,152.44 75
6.250 3,152.44
XXXXXXXXXX XXXX XX 00000 2 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012969382 O 12/01/32
0
8346903 134/M32 F 969,599.00 ZZ
347 965,848.26 1
6.625 6,282.95 65
6.375 6,282.95
XXXXXXXX XX 00000 1 10/24/02 00
TO BE ASSIGNED 05 12/01/02 0
0011650819 O 10/01/31
0
8346907 134/M32 F 360,600.00 ZZ
350 358,020.19 1
7.000 2,419.45 89
6.750 2,419.45
XXXX XXXXXXXX XX 00000 1 06/17/02 14
TO BE ASSIGNED 05 08/01/02 25
0011740008 O 09/01/31
0
8346909 134/M32 F 844,829.00 ZZ
346 841,539.69 1
6.625 5,479.71 65
6.375 5,479.71
XXX XXXXXXXXX XX 00000 2 10/29/02 00
TO BE ASSIGNED 05 12/01/02 0
0011746476 O 09/01/31
0
1
8346913 134/M32 F 400,000.00 T
347 398,379.54 1
6.375 2,526.90 65
6.125 2,526.90
XXXXXX XX 00000 4 10/21/02 00
TO BE ASSIGNED 05 12/01/02 0
0011805553 O 10/01/31
0
8346917 134/M32 F 346,400.00 ZZ
348 345,356.90 1
6.375 2,186.11 80
6.125 2,186.11
XXXXXXXXX XX 00000 4 11/06/02 00
TO BE ASSIGNED 05 01/01/03 0
0012051306 O 12/01/31
0
8346921 134/M32 F 107,127.00 ZZ
350 106,710.92 1
6.500 683.45 75
6.250 683.45
XXXXXXX XX 00000 4 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
0012143202 O 01/01/32
0
8346923 134/M32 F 352,350.00 ZZ
350 351,326.40 1
6.500 2,247.92 75
6.250 2,247.92
XXXX XX 00000 4 11/04/02 00
TO BE ASSIGNED 05 01/01/03 0
0012266540 O 02/01/32
0
8346925 134/M32 F 446,250.00 ZZ
350 444,923.02 1
6.375 2,810.69 79
6.125 2,810.69
XXXXXXXX XX 00000 4 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012304259 O 02/01/32
0
8346927 134/M32 F 445,000.00 ZZ
353 442,435.90 1
6.375 2,794.64 75
6.125 2,794.64
1
XXXXXXXXX XX 00000 4 10/24/02 00
TO BE ASSIGNED 05 12/01/02 0
0012377388 O 04/01/32
0
8346929 134/M32 F 550,000.00 ZZ
360 546,709.38 1
6.875 3,613.11 64
6.625 3,613.11
XXXXXXXXXXX XX 00000 1 07/15/02 00
TO BE ASSIGNED 05 09/01/02 0
0012681698 O 08/01/32
0
8346931 134/M32 F 428,000.00 ZZ
360 425,646.77 1
6.500 2,705.26 80
6.250 2,705.26
XXXXXXXX XXXX XX 00000 2 08/13/02 00
TO BE ASSIGNED 05 10/01/02 0
0012744926 O 09/01/32
0
8346933 134/M32 F 349,500.00 ZZ
360 345,664.95 1
6.625 2,237.89 76
6.375 2,237.89
XXXX XX 00000 2 07/29/02 00
TO BE ASSIGNED 05 09/01/02 0
0012777488 O 08/01/32
0
8346935 134/M32 F 649,000.00 ZZ
360 646,745.93 1
6.750 4,209.41 75
6.500 4,209.41
XXX XXXXX XX 00000 2 10/08/02 00
TO BE ASSIGNED 05 12/01/02 0
0012887709 O 11/01/32
0
8346937 134/M32 F 366,000.00 ZZ
360 364,566.13 1
6.125 2,223.86 82
5.875 2,223.86
GLENN XXXX XX 00000 2 10/24/02 10
TO BE ASSIGNED 05 12/01/02 12
0012904389 O 11/01/32
0
1
8346939 134/M32 F 552,000.00 ZZ
360 549,888.53 1
6.250 3,398.76 72
6.000 3,398.76
XXXXXXXXXX XX 00000 2 10/23/02 00
TO BE ASSIGNED 05 12/01/02 0
0012905568 O 11/01/32
0
8346941 134/M32 F 485,000.00 ZZ
360 483,274.15 1
6.625 3,105.51 72
6.375 3,105.51
XXXXXXX XXXXX X XX 00000 5 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0012908315 O 11/01/32
0
8346943 134/M32 F 630,000.00 ZZ
360 627,811.95 1
6.750 4,086.17 69
6.500 4,086.17
XXXXXXXXX XXXXX XX 00000 2 10/19/02 00
TO BE ASSIGNED 01 12/01/02 0
0012922100 O 11/01/32
0
8346947 134/M32 F 481,500.00 ZZ
360 479,701.85 1
6.375 3,003.94 67
6.125 3,003.94
XXX XXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0012924726 O 11/01/32
0
8346951 134/M32 F 336,000.00 ZZ
360 335,127.24 1
6.750 2,179.29 80
6.500 2,179.29
XXXXXXXXXX XXXX XX 00000 2 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012926101 O 12/01/32
0
8346953 134/M32 F 453,000.00 ZZ
360 451,703.80 1
1
6.250 2,789.20 78
6.000 2,789.20
XXXXXXXX XX 00000 2 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012926267 O 12/01/32
0
8346955 134/M32 F 342,000.00 ZZ
360 340,691.78 1
6.250 2,105.76 57
6.000 2,105.76
XXXXXXX XX 00000 5 10/31/02 00
TO BE ASSIGNED 05 12/01/02 0
0012970703 O 11/01/32
0
8346957 134/M32 F 605,000.00 ZZ
360 603,309.98 1
6.375 3,774.42 44
6.125 3,774.42
XXXXXXXXX XX 00000 2 11/20/02 00
TO BE ASSIGNED 05 01/01/03 0
0012970869 O 12/01/32
0
8346961 134/M32 F 540,000.00 ZZ
360 538,491.56 1
6.375 3,368.90 75
6.125 3,368.90
XXXXX XXXXX XX 00000 2 11/22/02 00
TO BE ASSIGNED 05 01/01/03 0
0012979225 O 12/01/32
0
8346963 134/M32 F 430,000.00 ZZ
360 428,827.47 1
6.500 2,717.90 75
6.250 2,717.90
XXXXXXXXX XX 00000 2 11/07/02 00
TO BE ASSIGNED 03 01/01/03 0
0012981221 O 12/01/32
0
8346967 134/M32 F 380,000.00 ZZ
360 378,859.42 1
6.000 2,278.30 80
5.750 2,278.30
XXXX XXXXX XX 00000 2 11/06/02 00
TO BE ASSIGNED 05 01/01/03 0
1
0012982849 O 12/01/32
0
8346969 134/M32 F 355,500.00 ZZ
360 354,506.94 1
6.375 2,217.86 48
6.125 2,217.86
XXXXXXXX XX 00000 5 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0012984712 O 12/01/32
0
8346971 134/M32 F 455,000.00 ZZ
360 453,666.52 1
6.125 2,764.63 61
5.875 2,764.63
XXXXXXXXX XX 00000 5 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0012984944 O 12/01/32
0
8346973 134/M32 F 532,000.00 ZZ
360 530,477.73 1
6.250 3,275.62 75
6.000 3,275.62
XXXXXX XXXXX XX XX 00000 2 11/13/02 00
TO BE ASSIGNED 05 01/01/03 0
0012985594 O 12/01/32
0
8346975 134/M32 F 400,000.00 ZZ
360 398,855.45 1
6.250 2,462.87 65
6.000 2,462.87
XXXXXXXXXX XX 00000 5 11/13/02 00
TO BE ASSIGNED 05 01/01/03 0
0012987178 O 12/01/32
0
8346977 134/M32 F 370,000.00 ZZ
360 368,683.34 1
6.625 2,369.16 70
6.375 2,369.16
XXXXXXXX XX 00000 2 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0012987616 O 11/01/32
0
1
8346979 134/M32 F 360,000.00 ZZ
360 359,018.35 1
6.500 2,275.45 72
6.250 2,275.45
XXXXXXXX XX 00000 5 11/12/02 00
TO BE ASSIGNED 05 01/01/03 0
0012987947 O 12/01/32
0
8346981 134/M32 F 473,700.00 ZZ
360 469,637.34 1
6.625 3,033.16 59
6.375 3,033.16
XXX XXXXXX XX 00000 2 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0012990297 O 12/01/32
0
8346983 134/M32 F 373,000.00 ZZ
360 371,715.13 1
6.000 2,236.33 67
5.750 2,236.33
XXX XXXXXXXX XX 00000 2 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0012991428 O 12/01/32
0
8346985 134/M32 F 644,000.00 ZZ
360 641,536.62 1
6.250 3,965.22 52
6.000 3,965.22
XXXXXXXX XX 00000 2 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0012992020 O 11/01/32
0
8346989 134/M32 F 408,750.00 ZZ
360 407,635.43 1
6.500 2,583.58 75
6.250 2,583.58
XXXXXXXX XX 00000 5 11/11/02 00
TO BE ASSIGNED 05 01/01/03 0
0012992350 O 12/01/32
0
8346991 134/M32 F 350,000.00 ZZ
360 348,998.50 1
6.250 2,155.02 78
6.000 2,155.02
0
XXXX XXXXXXX XX 00000 1 11/14/02 00
TO BE ASSIGNED 05 01/01/03 0
0012992400 O 12/01/32
0
8346993 134/M32 F 544,000.00 ZZ
360 542,516.61 1
6.500 3,438.46 67
6.250 3,438.46
XXXXXX XXXXX XX XX 00000 1 11/04/02 00
TO BE ASSIGNED 03 01/01/03 0
0012993762 O 12/01/32
0
8346995 134/M32 F 448,000.00 ZZ
360 446,286.32 1
6.250 2,758.42 80
6.000 2,758.42
XXXXXXXXXXXX XX 00000 1 10/29/02 00
TO BE ASSIGNED 05 12/01/02 0
0012994463 O 11/01/32
0
8346997 134/M32 F 382,400.00 ZZ
360 380,971.96 1
6.375 2,385.68 80
6.125 2,385.68
XXXXXXXXXXXX XX 00000 1 10/29/02 00
TO BE ASSIGNED 05 12/01/02 0
0012995064 O 11/01/32
0
8346999 134/M32 F 382,000.00 ZZ
360 379,875.34 1
6.125 2,321.08 41
5.875 2,321.08
XXXXXX XX 00000 2 11/06/02 00
TO BE ASSIGNED 03 01/01/03 0
0012995635 O 12/01/32
0
8347001 134/M32 F 531,750.00 ZZ
360 530,153.96 1
6.000 3,188.11 69
5.750 3,188.11
XXXXXX XXXXX XX XX 00000 2 11/15/02 00
TO BE ASSIGNED 05 01/01/03 0
0012995858 O 12/01/32
0
1
8347003 134/M32 F 390,400.00 ZZ
360 389,282.91 1
6.250 2,403.76 77
6.000 2,403.76
FT XXXXXXXX XX 00000 2 11/18/02 00
TO BE ASSIGNED 05 01/01/03 0
0012998985 O 12/01/32
0
8347007 134/M32 F 335,000.00 ZZ
360 333,945.68 1
5.750 1,954.97 59
5.500 1,954.97
XXXXXXXXX XX 00000 1 11/12/02 00
TO BE ASSIGNED 05 01/01/03 0
0013002274 O 12/01/32
0
8347011 134/M32 F 470,000.00 ZZ
360 468,687.11 1
6.375 2,932.19 56
6.125 2,932.19
XXXXXXXXXX XX 00000 5 11/13/02 00
TO BE ASSIGNED 05 01/01/03 0
0013003694 O 12/01/32
0
8347015 134/M32 F 393,000.00 ZZ
360 391,902.19 1
6.375 2,451.81 53
6.125 2,451.81
XXXXXXX XX 00000 2 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0013004692 O 12/01/32
0
8347017 134/M32 F 354,000.00 ZZ
360 353,034.70 1
6.500 2,237.53 77
6.250 2,237.53
XXXXX XXXXXXX XX 00000 2 11/12/02 00
TO BE ASSIGNED 05 01/01/03 0
0013007034 O 12/01/32
0
8347019 134/M32 F 412,000.00 ZZ
360 410,424.03 1
1
6.250 2,536.76 80
6.000 2,536.76
XXXXXXXX XX 00000 2 10/31/02 00
TO BE ASSIGNED 05 12/01/02 0
0013007596 O 11/01/32
0
8347021 134/M32 F 377,500.00 ZZ
360 376,519.44 1
6.750 2,448.46 75
6.500 2,448.46
XXXXXX XX 00000 5 11/01/02 00
TO BE ASSIGNED 05 01/01/03 0
0013008248 O 12/01/32
0
8347023 134/134 F 360,000.00 ZZ
360 358,969.88 1
6.250 2,216.59 52
6.000 2,216.59
XXXXXXXXXXX XX 00000 5 11/07/02 00
TO BE ASSIGNED 05 01/01/03 0
0013009758 O 12/01/32
0
8347027 134/M32 F 356,600.00 ZZ
360 355,102.18 1
6.125 2,166.74 80
5.875 2,166.74
XXXXXXXXXX XXXX XX 00000 1 10/18/02 00
TO BE ASSIGNED 05 12/01/02 0
0013009824 O 11/01/32
0
8347031 134/M32 F 391,200.00 T
360 390,080.62 1
6.250 2,408.69 80
6.000 2,408.69
XXXXX XXXX XX 00000 1 11/06/02 00
TO BE ASSIGNED 01 01/01/03 0
0013010483 O 12/01/32
0
8347033 134/M32 F 335,000.00 ZZ
360 332,879.24 1
6.250 2,062.66 62
6.000 2,062.66
XXXXXXXXXX XX 00000 2 11/18/02 00
TO BE ASSIGNED 05 01/01/03 0
1
0013012570 O 12/01/32
0
8347037 134/M32 F 370,000.00 ZZ
360 368,991.07 1
6.500 2,338.66 68
6.250 2,338.66
XXXXXX XXXXX XX 00000 5 11/12/02 00
TO BE ASSIGNED 05 01/01/03 0
0013014535 O 12/01/32
0
8347043 134/M32 F 525,600.00 ZZ
360 523,490.69 1
6.375 3,279.07 80
6.125 3,279.07
XXXXXXXXXX XX 00000 1 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0013017595 O 11/01/32
0
8347047 134/M32 F 389,650.00 T
360 388,296.68 1
6.750 2,527.27 90
6.500 2,527.27
XXXXXXXXXX XX 00000 1 10/29/02 11
TO BE ASSIGNED 01 12/01/02 25
0013018502 O 11/01/32
0
8347171 134/M32 F 484,000.00 ZZ
360 482,547.27 1
6.000 2,901.83 80
5.750 2,901.83
XXXXXXXX XX 00000 1 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0013021274 O 12/01/32
0
8347175 134/M32 F 372,000.00 ZZ
360 371,009.93 1
6.625 2,381.96 65
6.375 2,381.96
XXXXXXX XXXXX XX 00000 5 11/13/02 00
TO BE ASSIGNED 05 01/01/03 0
0013023171 O 12/01/32
0
1
8347179 134/M32 F 430,000.00 ZZ
360 428,883.05 1
6.750 2,788.98 72
6.500 2,788.98
XXXXXX XXXX XX 00000 2 11/21/02 00
TO BE ASSIGNED 05 01/01/03 0
0013029533 O 12/01/32
0
8347183 134/M32 F 450,000.00 ZZ
360 448,802.33 1
6.625 2,881.40 70
6.375 2,881.40
XXXXXXXXXX XXXX XX 00000 1 11/15/02 00
TO BE ASSIGNED 05 01/01/03 0
0013036942 O 12/01/32
0
8347187 134/M32 F 400,000.00 ZZ
360 398,935.39 1
6.625 2,561.25 67
6.375 2,561.25
XXXXXX XX 00000 1 11/19/02 00
TO BE ASSIGNED 05 01/01/03 0
0013039581 O 12/01/32
0
8347191 134/M32 F 437,600.00 ZZ
360 436,377.60 1
6.375 2,730.06 90
6.125 2,730.06
XX XXXXXXX XX 00000 1 11/15/02 11
TO BE ASSIGNED 05 01/01/03 25
0013039813 O 12/01/32
0
8347195 134/M32 F 532,000.00 T
360 530,497.22 1
6.750 3,450.55 80
6.500 3,450.55
XXXXXXXXXX XX 00000 1 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0013043476 O 12/01/32
0
8347199 134/M32 F 540,000.00 ZZ
360 538,454.84 1
6.250 3,324.88 76
6.000 3,324.88
1
XXXXXXXX XXX XX 00000 2 11/22/02 00
TO BE ASSIGNED 05 01/01/03 0
0013050141 O 12/01/32
0
8347203 134/M32 F 550,000.00 ZZ
360 548,426.23 1
6.250 3,386.45 75
6.000 3,386.45
XXXXXX XX 00000 5 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0013051958 O 12/01/32
0
8347207 134/M32 F 728,000.00 ZZ
360 726,014.90 1
6.500 4,601.46 75
6.250 4,601.46
XXXXXXXX XXXXXX XX 00000 1 11/08/02 00
TO BE ASSIGNED 05 01/01/03 0
0013055702 O 12/01/32
0
8347211 134/M32 F 582,000.00 ZZ
360 580,413.01 1
6.500 3,678.64 78
6.250 3,678.64
XXXXXXXX XXXXX XX 00000 2 11/13/02 00
TO BE ASSIGNED 05 01/01/03 0
0013063383 O 12/01/32
0
8361751 X76/X76 F 551,250.00 ZZ
360 549,672.67 1
6.250 3,394.14 75
6.000 3,394.14
XXXXX XXXXXXX XX 00000 1 11/18/02 00
0000000000 05 01/01/03 0
0000000000 O 12/01/32
0
8361755 X76/X76 F 492,000.00 ZZ
360 484,194.49 1
6.375 3,069.44 80
6.125 3,069.44
XXXXXX XX 00000 1 10/19/01 00
0000000000 05 12/01/01 0
0000000000 O 11/01/31
0
1
8361757 X76/X76 F 565,600.00 ZZ
360 557,818.44 1
6.625 3,621.60 80
6.375 3,621.60
XXXXX XXXXX XX 00000 1 11/26/01 00
4440095512 05 01/01/02 0
4440095512 O 12/01/31
0
8361763 X76/X76 F 519,000.00 ZZ
360 510,986.13 1
6.625 3,323.21 26
6.375 3,323.21
XXXXXX XX 00000 2 12/22/01 00
4440096933 05 02/01/02 0
4440096933 O 01/01/32
0
8361765 X76/X76 F 650,000.00 ZZ
360 641,477.50 1
6.500 4,108.44 65
6.250 4,108.44
XXXXX XXXXXXX XX 00000 5 12/20/01 00
4440096966 05 02/01/02 0
4440096966 O 01/01/32
0
8361767 X76/X76 F 500,000.00 ZZ
360 494,071.40 1
6.625 3,201.55 34
6.375 3,201.55
XXXXX XXXXXXX XX 00000 5 01/09/02 00
4440098046 05 03/01/02 0
4440098046 O 02/01/32
0
8361781 X76/X76 F 396,000.00 ZZ
360 393,822.76 1
6.500 2,502.99 75
6.250 2,502.99
XXXXXX XX 00000 1 08/05/02 00
4440103622 05 10/01/02 0
4440103622 O 09/01/32
0
8361783 X76/X76 F 304,000.00 ZZ
360 302,328.57 1
1
6.500 1,921.49 80
6.250 1,921.49
XXXXX XXXX XX 00000 1 08/28/02 00
4440104224 05 10/01/02 0
4440104224 O 09/01/32
0
8361787 X76/X76 F 315,000.00 ZZ
360 313,560.70 1
6.500 1,991.01 65
6.250 1,991.01
XXXXXXXX XX 00000 5 09/12/02 00
4440104661 05 11/01/02 0
4440104661 O 10/01/32
0
8361789 X76/X76 F 501,000.00 ZZ
360 499,129.05 1
6.375 3,125.59 66
6.125 3,125.59
XXXXX XXXXXXX XX 00000 5 10/03/02 00
4440105759 05 12/01/02 0
4440105759 O 11/01/32
0
8361791 X76/X76 F 464,000.00 ZZ
360 462,267.21 1
6.375 2,894.76 80
6.125 2,894.76
XXXXX XXXXXXX XX 00000 2 10/04/02 00
4440105775 05 12/01/02 0
4440105775 O 11/01/32
0
8361811 X76/X76 F 400,000.00 ZZ
360 398,469.95 1
6.250 2,462.87 50
6.000 2,462.87
XXXXX XXXX XX 00000 1 10/04/02 00
4440105783 05 12/01/02 0
4440105783 O 11/01/32
0
8361813 X76/X76 F 525,000.00 ZZ
360 519,018.16 1
6.375 3,275.32 73
6.125 3,275.32
XXXXX XXXXXXX XX 00000 1 10/09/02 00
0000000000 03 12/01/02 0
1
0000000000 O 11/01/32
0
8361817 X76/X76 F 450,000.00 ZZ
360 449,143.82 1
6.250 2,770.73 30
6.000 2,770.73
XXXXXXX XX 00000 2 12/09/02 00
4440109264 05 02/01/03 0
4440109264 O 01/01/33
0
8365893 X68/M32 F 371,000.00 ZZ
360 368,852.49 1
6.750 2,406.30 65
6.500 2,406.30
XXXXXXXXXX XX 00000 2 08/30/02 00
270000936 05 10/01/02 0
00C2080020 O 09/01/32
0
8365895 X68/M32 F 406,000.00 ZZ
360 404,099.74 1
6.375 2,532.91 65
6.125 2,532.91
XXXXXXXXXX XX 00000 2 09/23/02 00
270000937 05 11/01/02 0
00C2080021 O 10/01/32
0
8365897 X68/M32 F 345,000.00 ZZ
360 343,423.61 1
6.500 2,180.63 75
6.250 2,180.63
XXXXXXXX XXXXX XX 00000 2 09/10/02 00
270000938 05 11/01/02 0
00C2080142 O 10/01/32
0
8365899 X68/M32 F 387,500.00 ZZ
360 385,088.01 1
6.500 2,449.26 63
6.250 2,449.26
XXXXXXXXXX XX 00000 2 09/26/02 00
270000939 05 11/01/02 0
00C2090025 O 10/01/32
0
1
8365901 X68/M32 F 338,000.00 ZZ
360 336,379.70 1
6.250 2,081.12 79
6.000 2,081.12
XXXXX XX 00000 2 09/06/02 00
270000940 05 11/01/02 0
00R0207131 O 10/01/32
0
8365903 X68/M32 F 450,000.00 ZZ
360 447,842.74 1
6.250 2,770.73 69
6.000 2,770.73
XXXXXXXXX XX 00000 5 09/05/02 00
270000941 05 11/01/02 0
00R0207134 O 10/01/32
0
8365905 X68/M32 F 625,000.00 ZZ
360 622,003.84 1
6.250 3,848.23 79
6.000 3,848.23
XXXXXXXXX XX 00000 2 09/24/02 00
270000942 05 11/01/02 0
00R0207136 O 10/01/32
0
8365909 X68/M32 F 369,000.00 ZZ
360 367,231.04 1
6.250 2,272.00 79
6.000 2,272.00
XXXXXXXX XX 00000 2 09/30/02 00
270000943 05 11/01/02 0
00R0207160 O 10/01/32
0
8365911 X68/M32 F 580,000.00 ZZ
360 561,845.03 1
6.125 3,524.14 33
5.875 3,524.14
XXXXXXXXX XX 00000 5 10/31/02 00
270000957 05 12/01/02 0
00R0209168 O 11/01/32
0
8365913 X68/M32 F 386,600.00 ZZ
360 384,790.54 1
6.375 2,411.88 68
6.125 2,411.88
1
XXXXXXXX XX 00000 2 09/25/02 00
270000944 05 11/01/02 0
00R0207164 O 10/01/32
0
8365915 X68/M32 F 360,000.00 ZZ
360 358,057.57 1
5.625 2,072.36 77
5.375 2,072.36
XXXXXX XX 00000 2 09/24/02 00
270000945 05 11/01/02 0
00R0207196 O 10/01/32
0
8365917 X68/M32 F 348,000.00 ZZ
360 346,331.71 1
6.250 2,142.70 68
6.000 2,142.70
XXXXXXX XX 00000 2 09/24/02 00
270000946 05 11/01/02 0
00R0207297 O 10/01/32
0
8365919 X68/M32 F 466,000.00 ZZ
360 464,130.40 1
6.000 2,793.91 66
5.750 2,793.91
XXXXXXX XX 00000 2 10/18/02 00
270000947 05 12/01/02 0
00R0207308 O 11/01/32
0
8365921 X68/M32 F 316,400.00 ZZ
360 314,555.97 1
6.250 1,948.13 71
6.000 1,948.13
XXXXXX XX 00000 2 10/23/02 00
270000948 05 12/01/02 0
00R0208047 O 11/01/32
0
8365923 X68/M32 F 600,000.00 ZZ
360 597,704.94 1
6.250 3,694.30 49
6.000 3,694.30
XXXXXXXX XX 00000 2 10/14/02 00
270000949 05 12/01/02 0
00R0208060 O 11/01/32
0
1
8365927 X68/M32 F 560,000.00 ZZ
360 558,319.18 1
6.000 3,357.48 70
5.750 3,357.48
XXXXXXXX XX 00000 2 11/04/02 00
270000951 05 01/01/03 0
00R0208189 O 12/01/32
0
8365929 X68/M32 F 385,100.00 ZZ
360 383,626.94 1
6.250 2,371.13 79
6.000 2,371.13
XXXXXX XX 00000 2 10/24/02 00
270000952 05 12/01/02 0
00R0208217 O 11/01/32
0
8365931 X68/M32 F 360,000.00 ZZ
360 358,589.64 1
6.125 2,187.40 72
5.875 2,187.40
XXXXX XX 00000 2 10/22/02 00
270000953 05 12/01/02 0
00R0208221 O 11/01/32
0
8365933 X68/M32 F 340,000.00 ZZ
360 338,699.45 1
6.250 2,093.44 66
6.000 2,093.44
XXXXXXXXXX XX 00000 2 10/23/02 00
270000954 09 12/01/02 0
00R0208325 O 11/01/32
0
8365937 X68/M32 F 396,000.00 ZZ
360 394,448.62 1
6.125 2,406.14 76
5.875 2,406.14
XXXXXXXXX XX 00000 2 10/17/02 00
270000955 05 12/01/02 0
00R0208382 O 11/01/32
0
8365939 X68/M32 F 346,450.00 ZZ
360 345,242.14 4
1
7.875 2,512.00 80
7.625 2,512.00
XXXXX XXXXXXXXX XX 00000 1 09/24/02 00
270000956 05 11/01/02 0
00R0209117 N 10/01/32
0
8365941 X68/M32 F 441,500.00 ZZ
360 440,174.83 1
6.000 2,647.02 80
5.750 2,647.02
XXXXX XX 00000 4 11/06/02 00
270000958 05 01/01/03 0
00R0210175 O 12/01/32
0
8365943 X68/M32 F 385,000.00 ZZ
360 382,590.94 3
7.500 2,691.98 70
7.250 2,691.98
XXXXXXXX XX 00000 5 07/19/02 00
270000959 05 09/01/02 0
00W2070002 O 08/01/32
0
8365945 X68/M32 F 1,300,000.00 ZZ
360 1,291,638.62 1
6.500 8,216.88 65
6.250 8,216.88
XXXXXXXX XXXX XX 00000 5 07/26/02 00
270000960 05 09/01/02 0
00W2070084 O 08/01/32
0
8365947 X68/M32 F 587,200.00 ZZ
360 584,737.31 1
6.625 3,241.83 59
6.375 3,241.83
XXXXXX XX 00000 2 10/16/02 00
270000961 05 12/01/02 0
00W2080005 O 11/01/32
0
8365949 X68/M32 F 600,000.00 ZZ
360 597,606.28 1
6.875 3,941.57 60
6.625 3,941.57
XXXXX XX 00000 5 10/23/02 00
270000962 03 12/01/02 0
1
00W2080023 O 11/01/32
0
8365953 X68/M32 F 650,000.00 ZZ
360 646,808.78 1
6.125 3,949.47 73
5.875 3,949.47
XXXXX XX 00000 2 09/03/02 00
270000964 05 11/01/02 0
00W2080162 O 10/01/32
0
8365959 X68/M32 F 600,000.00 ZZ
360 597,191.73 1
6.375 3,743.22 37
6.125 3,743.22
XXXXXXXX XX 00000 5 09/24/02 00
270000967 05 11/01/02 0
00W2080250 O 10/01/32
0
8365961 X68/M32 F 334,400.00 ZZ
360 332,694.04 1
6.250 2,058.96 80
6.000 2,058.96
XXXXXXX XX 00000 2 09/19/02 00
270000968 05 11/01/02 0
00W2090015 O 10/01/32
0
8365963 X68/M32 F 428,500.00 ZZ
360 426,445.80 1
6.250 2,638.35 80
6.000 2,638.35
XXXXXXXXX XX 00000 2 09/25/02 00
270000969 05 11/01/02 0
00W2090035 O 10/01/32
0
8365967 X68/M32 F 637,500.00 ZZ
360 635,231.50 1
6.625 4,081.98 75
6.375 4,081.98
XXXXXX XXXXX XX 00000 5 10/04/02 00
270000971 05 12/01/02 0
00W2090066 O 11/01/32
0
1
8365969 X68/M32 F 510,000.00 ZZ
360 510,000.00 1
7.500 3,187.50 75
7.250 3,187.50
XXXXXX XXXXX XX 00000 1 09/19/02 00
270000972 05 11/01/02 0
00W2090067 N 10/01/32
0
8365975 X68/M32 F 360,000.00 ZZ
360 358,578.78 1
7.250 2,455.83 90
7.000 2,455.83
XXXXX XXXX XXXX XX 00000 1 09/26/02 10
270000973 05 11/01/02 25
00W2090087 O 10/01/32
0
8365977 X68/M32 F 565,000.00 ZZ
360 560,268.05 1
6.250 3,478.80 58
6.000 3,478.80
XXXXXXXXXX XX 00000 2 09/25/02 00
270000974 05 11/01/02 0
00W2090094 O 10/01/32
0
8365979 X68/M32 F 370,500.00 ZZ
360 369,077.94 1
6.250 2,281.23 75
6.000 2,281.23
XXX XXXXX XX 00000 2 10/25/02 00
270000975 05 12/01/02 0
00W2090130 O 11/01/32
0
8365983 X68/M32 F 440,000.00 ZZ
360 438,471.85 1
6.750 2,853.83 74
6.500 2,853.83
XXXX XXXXX XX 00000 5 10/11/02 00
270000977 03 12/01/02 0
00W2090188 O 11/01/32
0
8365987 X68/M32 F 539,000.00 ZZ
360 535,684.23 1
6.375 3,362.66 70
6.125 3,362.66
1
XXXXX XXX XX 00000 5 10/30/02 00
270000978 05 12/01/02 0
00W2090193 O 11/01/32
0
8365989 X68/M32 F 495,000.00 ZZ
360 492,793.80 1
6.750 3,210.56 75
6.500 3,210.56
XXXXXXXXX XX 00000 5 10/25/02 00
270000976 05 12/01/02 0
00W2090183 O 11/01/32
0
8365993 X68/M32 F 638,000.00 ZZ
360 635,729.73 2
6.625 4,085.18 84
6.375 4,085.18
XXXXXX XXXX XX 00000 2 10/23/02 10
270000979 05 12/01/02 12
00W2090203 O 11/01/32
0
8365997 X68/M32 F 650,000.00 ZZ
360 647,630.40 1
6.500 4,108.44 71
6.250 4,108.44
XXXX XX XXXX XX 00000 1 10/23/02 00
270000980 03 12/01/02 0
00W2100005 O 11/01/32
0
8366001 X68/M32 F 942,500.00 ZZ
360 942,500.00 2
5.750 4,516.15 65
5.500 4,516.15
XXXX XXXXX XX 00000 5 10/19/02 00
270000981 05 12/01/02 0
00W2100026 O 11/01/32
0
8366005 X68/M32 F 820,000.00 ZZ
360 816,631.25 1
5.875 4,850.61 40
5.625 4,850.61
XXXXXX XX 00000 2 10/23/02 00
270000982 05 12/01/02 0
00W2100055 O 11/01/32
0
1
8366007 X68/M32 F 450,000.00 T
360 448,278.69 1
6.250 2,770.73 64
6.000 2,770.73
XXXXXXX XX 00000 2 10/31/02 00
270000983 06 12/01/02 0
00W2100087 O 11/01/32
0
8366011 X68/M32 F 998,000.00 T
360 994,361.74 1
6.500 6,308.04 65
6.250 6,308.04
XXXXXX XX 00000 5 10/29/02 00
270000984 06 12/01/02 0
00W2100092 O 11/01/32
0
8366015 X68/M32 F 494,000.00 ZZ
360 492,110.41 2
6.250 3,041.64 65
6.000 3,041.64
XXX XXXXXXXXX XX 00000 5 10/26/02 00
270000985 05 12/01/02 0
00W2100093 O 11/01/32
0
8366019 X68/M32 F 877,500.00 ZZ
360 874,469.35 1
6.125 4,478.91 65
5.875 4,478.91
XXXXXXXXXX XXXX XX 00000 5 10/25/02 00
270000986 05 12/01/02 0
00W2100098 O 11/01/32
0
8366021 X68/M32 F 466,400.00 ZZ
360 465,065.44 1
6.250 2,871.71 80
6.000 2,871.71
XX XXXXX XX 00000 2 11/01/02 00
270000987 05 01/01/03 0
00W2100116 O 12/01/32
0
8366027 X68/M32 F 1,000,000.00 ZZ
360 996,174.89 1
1
6.250 6,157.17 49
6.000 6,157.17
XXXXXXX XXXXX XX 00000 1 10/28/02 00
270000988 03 12/01/02 0
00W2100125 O 11/01/32
0
8366031 X68/M32 F 780,000.00 ZZ
360 777,356.23 1
6.875 5,124.04 80
6.625 5,124.04
XXXX XXXXX XXXX XX 00000 1 10/31/02 00
270000989 05 12/01/02 0
00W2100160 O 11/01/32
0
8366035 X68/M32 F 551,000.00 ZZ
360 548,752.91 1
6.375 3,437.52 75
6.125 3,437.52
XXXXXXX XX 00000 2 10/25/02 00
270000990 03 12/01/02 0
00W2100180 O 11/01/32
0
8417643 736/736 F 98,000.00 ZZ
360 97,822.32 1
6.500 619.43 49
6.250 619.43
XXXXX XX 00000 5 12/23/02 00
TO BE ASSIGNED 03 02/01/03 0
0081087363 O 01/01/33
0
8417647 736/736 F 345,000.00 T
360 344,311.38 1
6.000 2,068.45 75
5.750 2,068.45
XXXXXXXXXX XX 00000 2 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0081088171 O 01/01/33
0
8417651 736/736 F 151,900.00 ZZ
360 151,567.31 1
6.500 960.12 80
6.250 960.12
XXXXXXXX XXXXX XX 00000 1 12/19/02 00
TO BE ASSIGNED 01 02/01/03 0
1
0081088726 O 01/01/33
0
8417655 736/736 F 570,000.00 ZZ
360 568,991.41 1
6.625 3,649.78 68
6.375 3,649.78
XXXXXX XX 00000 2 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
0081090466 O 01/01/33
0
8417659 736/736 F 280,000.00 ZZ
360 279,467.26 1
6.250 1,724.01 80
6.000 1,724.01
XXXXXXXX XXXXX XX 00000 1 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
0081094633 O 01/01/33
0
8417663 736/736 F 472,500.00 ZZ
360 471,622.41 1
6.375 2,947.79 79
6.125 2,947.79
XXXXXXXXXX XX 00000 2 12/20/02 00
TO BE ASSIGNED 03 02/01/03 0
0081095721 O 01/01/33
0
8417667 736/736 F 460,000.00 ZZ
360 458,240.44 1
6.250 2,832.30 60
6.000 2,832.30
XXXXXXX XX 00000 5 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0107071599 O 11/01/32
0
8417671 736/736 F 414,000.00 ZZ
360 413,249.43 1
6.500 2,616.77 59
6.250 2,616.77
XXXXXXXX XX 00000 2 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
0081095994 O 01/01/33
0
1
8417675 736/736 F 119,000.00 ZZ
360 118,756.75 1
5.875 703.93 70
5.625 703.93
XXXXXXXXX XX 00000 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
0081102006 O 01/01/33
0
8417683 736/736 F 460,000.00 ZZ
360 459,103.53 1
6.125 2,795.01 80
5.875 2,795.01
XXX XXXXXXXXX XX 00000 1 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
0081110405 O 01/01/33
0
8417691 736/736 F 452,000.00 ZZ
360 451,079.95 1
6.375 2,819.90 37
6.125 2,819.90
XXXXXXXX XX 00000 2 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0081138927 O 01/01/33
0
8417695 736/736 F 385,000.00 ZZ
360 384,302.01 1
6.500 2,433.47 69
6.250 2,433.47
XXX XXXXX XX 00000 1 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0081140592 O 01/01/33
0
8417703 736/736 F 497,000.00 ZZ
360 496,031.42 1
6.125 3,019.83 77
5.875 3,019.83
XXXXXXX XX 00000 2 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0081174963 O 01/01/33
0
8417715 736/736 F 116,000.00 ZZ
360 115,542.02 1
7.250 791.33 80
7.000 791.33
1
XXXXXXX XX 00000 2 09/24/02 00
TO BE ASSIGNED 03 11/01/02 0
0106755457 O 10/01/32
0
8417719 736/736 F 157,500.00 ZZ
360 156,714.58 1
6.125 956.99 70
5.875 956.99
XXXXXXX XX 00000 5 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
0106966161 O 10/01/32
0
8417723 736/736 F 300,700.00 ZZ
360 299,992.00 1
7.250 2,051.31 78
7.000 2,051.31
XXX XXXXX XX 00000 1 11/25/02 00
TO BE ASSIGNED 05 01/01/03 0
0080900293 O 12/01/32
0
8417727 736/736 F 374,000.00 ZZ
360 373,232.41 1
6.625 2,394.77 70
6.375 2,394.77
XXXXXX XX 00000 2 12/10/02 00
TO BE ASSIGNED 03 02/01/03 0
0080917420 O 01/01/33
0
8417735 736/736 F 150,000.00 ZZ
360 149,721.40 1
6.375 935.81 67
6.125 935.81
XXXXXXXXXX XX 00000 1 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
0080964620 O 01/01/33
0
8417749 736/736 F 556,000.00 ZZ
360 554,891.77 1
6.500 3,514.30 80
6.250 3,514.30
XXXXX XXX XX 00000 5 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0081036634 O 01/01/33
0
1
8417753 736/736 F 940,000.00 ZZ
360 938,336.72 1
6.625 6,018.93 53
6.375 6,018.93
XXXXXX XX 00000 5 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
0081044935 O 01/01/33
0
8417757 736/736 F 332,000.00 ZZ
360 331,383.37 1
6.375 2,071.25 80
6.125 2,071.25
XXXXXXX XX 00000 1 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0081086811 O 01/01/33
0
8417761 736/736 F 382,000.00 ZZ
360 381,290.50 1
6.375 2,383.19 54
6.125 2,383.19
XXXXXX XX 00000 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
0081047250 O 01/01/33
0
8417767 736/736 F 322,500.00 ZZ
360 321,886.40 1
6.250 1,985.69 79
6.000 1,985.69
XXXXXXXXX XX 00000 5 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
0081053860 O 01/01/33
0
8417771 736/736 F 335,900.00 ZZ
360 335,291.03 1
6.500 2,123.12 80
6.250 2,123.12
XXXXXXXXXX XX 00000 1 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0081072563 O 01/01/33
0
8417775 736/736 F 135,000.00 ZZ
360 134,749.25 1
1
6.375 842.23 34
6.125 842.23
XXXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0081083057 O 01/01/33
0
8417777 736/736 F 425,000.00 ZZ
360 424,153.99 1
6.125 2,582.35 72
5.875 2,582.35
XXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0081086480 O 01/01/33
0
8417781 736/736 F 115,800.00 ZZ
360 115,584.29 1
6.375 722.45 63
6.125 722.45
XXXXXXXX XX 00000 5 12/24/02 00
TO BE ASSIGNED 05 02/01/03 0
0080415508 O 01/01/33
0
8417785 736/736 F 710,000.00 ZZ
360 675,933.72 1
6.375 4,429.48 72
6.125 4,429.48
XXXXX XX 00000 2 11/04/02 00
TO BE ASSIGNED 05 12/01/02 0
0080640392 O 11/01/32
0
8417793 736/736 F 364,000.00 ZZ
360 363,290.61 1
6.125 2,211.71 80
5.875 2,211.71
XXXXXXXX XX 00000 2 12/24/02 00
TO BE ASSIGNED 05 02/01/03 0
0080647851 O 01/01/33
0
8417799 736/736 F 216,000.00 ZZ
360 215,575.77 1
6.750 1,400.98 80
6.500 1,400.98
XXXXX XXXXXXXX XX 00000 5 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
1
0080887243 O 01/01/33
0
8417811 736/736 F 195,000.00 ZZ
360 193,816.60 1
7.500 1,363.47 80
7.250 1,363.47
XXXXXXXXX XX 00000 2 06/13/02 00
TO BE ASSIGNED 05 08/01/02 0
0107228363 O 07/01/32
0
8417815 736/736 F 454,800.00 ZZ
360 453,220.41 1
6.750 2,949.83 78
6.500 2,949.83
XXXXXX XX 00000 2 10/11/02 00
TO BE ASSIGNED 05 12/01/02 0
0107262917 O 11/01/32
0
8417819 736/736 F 720,000.00 ZZ
360 715,897.04 1
7.125 4,850.77 79
6.875 4,850.77
XXXXXXXXXXX XX 00000 5 07/02/02 00
TO BE ASSIGNED 05 09/01/02 0
0107320202 O 08/01/32
0
8417825 736/736 F 100,400.00 ZZ
360 99,971.95 1
6.875 659.56 80
6.625 659.56
XXXXXX XX 00000 1 10/18/02 00
TO BE ASSIGNED 05 12/01/02 0
0107322208 O 11/01/32
0
8417831 736/736 F 317,100.00 ZZ
360 315,211.64 1
6.375 1,978.29 95
6.125 1,978.29
XXXXXX XX 00000 1 09/24/02 01
TO BE ASSIGNED 03 11/01/02 30
0107329013 O 10/01/32
0
1
8417839 736/736 F 450,600.00 ZZ
360 447,371.32 1
6.500 2,848.10 73
6.250 2,848.10
XXXXXX XX 00000 2 11/26/02 00
TO BE ASSIGNED 05 01/01/03 0
0107346645 O 12/01/32
0
8417843 736/736 F 499,000.00 ZZ
360 497,091.26 1
6.250 3,072.43 35
6.000 3,072.43
XXXX XX 00000 2 10/21/02 00
TO BE ASSIGNED 03 12/01/02 0
0107396988 O 11/01/32
0
8417847 736/736 F 170,000.00 ZZ
360 169,676.56 1
6.250 1,046.72 70
6.000 1,046.72
XXXX XXXX XX 00000 5 12/24/02 00
TO BE ASSIGNED 05 02/01/03 0
0107400046 O 01/01/33
0
8417851 736/736 F 401,000.00 T
360 399,306.57 1
6.125 2,436.52 73
5.875 2,436.52
XXXXXX XXXXXX XX 00000 2 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
0107416380 O 11/01/32
0
8417863 736/736 F 351,000.00 T
360 350,363.66 1
6.500 2,218.56 71
6.250 2,218.56
XXXXXXXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0107455966 O 01/01/33
0
8417867 736/736 F 187,750.00 ZZ
360 187,425.77 1
6.750 1,217.75 80
6.500 1,217.75
1
XXXXXXXX XX 00000 5 12/24/02 00
TO BE ASSIGNED 05 02/01/03 0
0107504797 O 01/01/33
0
8417875 736/736 F 165,000.00 ZZ
360 164,728.71 1
7.000 1,097.75 70
6.750 1,097.75
XXXXXXX XX 00000 5 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
0107575888 O 01/01/33
0
8417881 736/736 F 500,000.00 ZZ
360 499,147.09 1
7.000 3,326.52 66
6.750 3,326.52
XXXXXX XX 00000 2 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
0107590085 O 01/01/33
0
8417885 736/736 F 560,000.00 ZZ
360 558,959.88 1
6.375 3,493.68 80
6.125 3,493.68
XXXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0107608739 O 01/01/33
0
8417889 736/736 F 355,000.00 ZZ
360 354,324.56 1
6.250 2,185.80 67
6.000 2,185.80
XXXX XXXX XX 00000 2 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
0107610875 O 01/01/33
0
8417893 736/736 F 400,000.00 ZZ
360 399,201.60 1
6.000 2,398.20 80
5.750 2,398.20
XXXXXX XX 00000 5 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
0107611808 O 01/01/33
0
1
8417897 736/736 F 400,000.00 ZZ
360 399,292.21 1
6.625 2,561.25 32
6.375 2,561.25
XXXXXXXXXX XX 00000 5 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
0107622953 O 01/01/33
0
8417901 736/736 F 370,000.00 ZZ
360 368,915.63 1
6.125 2,248.16 53
5.875 2,248.16
XXXXX XXXXX XX 00000 1 11/22/02 00
TO BE ASSIGNED 05 01/01/03 0
0107629081 O 12/01/32
0
8417905 736/736 F 92,000.00 ZZ
360 91,848.74 1
7.000 612.08 78
6.750 612.08
XXXXXXX XX 00000 2 12/21/02 00
TO BE ASSIGNED 05 02/01/03 0
0107656688 O 01/01/33
0
8417913 736/736 F 125,000.00 ZZ
360 124,784.15 1
6.750 810.75 52
6.500 810.75
XXXXXX XXXXX XX 00000 1 12/23/02 00
TO BE ASSIGNED 03 02/01/03 0
0107687915 O 01/01/33
0
8417917 736/736 F 367,400.00 ZZ
360 366,630.98 1
5.750 2,144.05 80
5.500 2,144.05
XXXXXX XXXXX XX 00000 2 12/10/02 00
TO BE ASSIGNED 05 02/01/03 0
0107691925 O 01/01/33
0
8417925 736/736 F 188,000.00 ZZ
360 187,633.61 1
1
6.125 1,142.31 42
5.875 1,142.31
XXXX XXXXXX XX 00000 5 12/24/02 00
TO BE ASSIGNED 03 02/01/03 0
0107697716 O 01/01/33
0
8417929 736/736 F 390,000.00 ZZ
360 389,275.64 1
6.375 2,433.09 60
6.125 2,433.09
XXXXXXXXXX XX 00000 2 12/01/02 00
TO BE ASSIGNED 05 02/01/03 0
0107701930 O 01/01/33
0
8417933 736/736 F 289,000.00 ZZ
360 288,463.22 1
6.375 1,802.99 68
6.125 1,802.99
XXXXXXX XX 00000 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
0107715674 O 01/01/33
0
8417937 736/736 F 154,600.00 ZZ
360 154,326.43 1
6.625 989.93 80
6.375 989.93
XXXXXX XXXXXXX XX 00000 1 12/27/02 00
TO BE ASSIGNED 01 02/01/03 0
0107729055 O 01/01/33
0
8417945 736/736 F 134,200.00 ZZ
360 133,950.74 1
6.375 837.24 75
6.125 837.24
XXXX XXXXX XX 00000 1 12/30/02 00
TO BE ASSIGNED 03 02/01/03 0
0107768954 O 01/01/33
0
8442899 736/736 F 345,000.00 ZZ
360 344,359.20 1
6.375 2,152.36 68
6.125 2,152.36
XXXXXXXX XXXX XX 00000 2 12/31/02 00
TO BE ASSIGNED 05 02/01/03 0
1
0080648033 O 01/01/33
0
8442915 736/736 F 408,000.00 ZZ
360 407,612.87 1
6.250 2,512.13 80
6.000 2,512.13
XXXXXXX XX 00000 5 01/06/03 00
TO BE ASSIGNED 05 03/01/03 0
0080935992 O 02/01/33
0
8442921 736/736 F 672,000.00 ZZ
360 671,421.42 1
6.750 4,358.58 80
6.500 4,358.58
XXXXXXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0081032765 O 02/01/33
0
8442929 736/736 F 407,000.00 ZZ
360 406,604.42 1
6.125 2,472.98 63
5.875 2,472.98
XXXXXXX XX 00000 2 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0081036964 O 02/01/33
0
8442933 736/736 F 473,350.00 ZZ
360 472,900.86 1
6.250 2,914.50 44
6.000 2,914.50
XXX XXXXX XX 00000 2 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
0081038440 O 02/01/33
0
8442937 736/736 F 415,000.00 ZZ
360 414,596.64 1
6.125 2,521.59 80
5.875 2,521.59
XXXXXXXXXX XX 00000 5 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081048860 O 02/01/33
0
1
8442949 736/736 F 650,000.00 ZZ
360 649,397.97 1
6.375 4,055.16 70
6.125 4,055.16
XXXXXX XX 00000 5 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081110645 O 02/01/33
0
8442953 736/736 F 292,000.00 ZZ
360 291,444.42 1
6.250 1,797.90 80
6.000 1,797.90
XXXXXXXX XXXX XX 00000 2 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0081129116 O 01/01/33
0
8442957 736/736 F 454,000.00 ZZ
360 453,537.12 1
5.875 2,685.59 59
5.625 2,685.59
XXXX XXXXXX XX 00000 5 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081132144 O 02/01/33
0
8442963 736/736 F 201,000.00 ZZ
360 200,813.83 1
6.375 1,253.98 80
6.125 1,253.98
XXXXXX XXXX XX 00000 1 01/09/03 00
TO BE ASSIGNED 03 03/01/03 0
0081132235 O 02/01/33
0
8442965 736/736 F 365,000.00 ZZ
360 364,636.64 1
6.000 2,188.36 80
5.750 2,188.36
XXXXXXXXX XX 00000 2 01/06/03 00
TO BE ASSIGNED 05 03/01/03 0
0081140733 O 02/01/33
0
8442969 736/736 F 440,000.00 ZZ
360 439,221.45 1
6.625 2,817.37 80
6.375 2,817.37
1
XXXXXXXXX XX 00000 2 12/30/02 00
TO BE ASSIGNED 05 02/01/03 0
0081141947 O 01/01/33
0
8442973 736/736 F 142,500.00 ZZ
360 142,364.79 1
6.250 877.40 75
6.000 877.40
XXX XXXXX XX 00000 1 01/15/03 00
TO BE ASSIGNED 05 03/01/03 0
0081149841 O 02/01/33
0
8442977 736/736 F 1,119,930.00 ZZ
360 1,118,841.49 1
6.125 6,804.82 70
5.875 6,804.82
XXXXXXXXX XX 00000 1 01/09/03 00
TO BE ASSIGNED 03 03/01/03 0
0081151821 O 02/01/33
0
8442981 736/736 F 370,000.00 ZZ
360 369,657.31 1
6.375 2,308.32 74
6.125 2,308.32
XXX XXXX XX 00000 5 01/07/03 00
TO BE ASSIGNED 05 03/01/03 0
0081158982 O 02/01/33
0
8443127 736/736 F 879,350.00 ZZ
360 878,515.64 1
6.250 5,414.31 63
6.000 5,414.31
XXXXXXXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 03 03/01/03 0
0081165466 O 02/01/33
0
8443129 736/736 F 322,700.00 ZZ
360 322,393.81 1
6.250 1,986.92 65
6.000 1,986.92
XXXXXXX XX 00000 5 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081168544 O 02/01/33
0
1
8443131 736/736 F 415,000.00 ZZ
360 414,586.86 1
6.000 2,488.14 50
5.750 2,488.14
XXX XXXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0081168833 O 02/01/33
0
8443133 736/736 F 606,000.00 ZZ
360 605,367.29 1
5.750 3,536.46 46
5.500 3,536.46
XXXX XXXXXX XX 00000 2 01/01/03 00
TO BE ASSIGNED 05 03/01/03 0
0081169609 O 02/01/33
0
8443135 736/736 F 442,000.00 ZZ
360 441,590.62 1
6.375 2,757.51 80
6.125 2,757.51
XXXXXX XXXXXX XX 00000 1 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0081173106 O 02/01/33
0
8443137 736/736 F 392,000.00 ZZ
360 391,618.99 1
6.125 2,381.84 80
5.875 2,381.84
XXXXXXXX XXXXX XX 00000 1 01/10/03 00
TO BE ASSIGNED 05 03/01/03 0
0081179749 O 02/01/33
0
8443139 736/736 F 500,000.00 ZZ
360 499,536.90 1
6.375 3,119.35 80
6.125 3,119.35
XXXXXXX XXXXXX XX 00000 2 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081184236 O 02/01/33
0
8443141 736/736 F 437,500.00 ZZ
360 437,084.88 1
1
6.250 2,693.77 80
6.000 2,693.77
XXXXXXXXX XX 00000 2 01/08/03 00
TO BE ASSIGNED 03 03/01/03 0
0081189664 O 02/01/33
0
8443145 736/736 F 500,000.00 ZZ
360 499,514.02 1
6.125 3,038.06 80
5.875 3,038.06
XXXXXXX XXXXX XX 00000 2 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081205486 O 02/01/33
0
8443147 736/736 F 463,000.00 ZZ
360 460,527.95 1
5.875 2,738.82 74
5.625 2,738.82
XXX XXXXXX XX 00000 2 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0081215279 O 02/01/33
0
8443149 736/736 F 342,000.00 ZZ
360 340,129.44 1
6.375 2,133.64 90
6.125 2,133.64
XXXXXXXX XX 00000 1 09/06/02 01
TO BE ASSIGNED 09 11/01/02 25
0106282668 O 10/01/32
0
8443151 736/736 F 460,000.00 ZZ
360 457,409.44 1
6.375 2,869.81 80
6.125 2,869.81
XXXXXXX XX 00000 1 08/30/02 00
TO BE ASSIGNED 05 10/01/02 0
0106804032 O 09/01/32
0
8443153 736/736 F 700,500.00 ZZ
360 696,555.11 1
6.375 4,370.21 77
6.125 4,370.21
XXXXXXX XX 00000 5 08/26/02 00
TO BE ASSIGNED 05 10/01/02 0
1
0106952757 O 09/01/32
0
8443155 736/736 F 650,000.00 ZZ
360 646,883.95 1
6.250 4,002.17 71
6.000 4,002.17
XXXXXXXXX XX 00000 1 09/30/02 00
TO BE ASSIGNED 05 11/01/02 0
0107144974 O 10/01/32
0
8443159 736/736 F 548,000.00 ZZ
360 545,953.52 1
6.375 3,418.81 80
6.125 3,418.81
XXXXX XXXX XX 00000 1 10/22/02 00
TO BE ASSIGNED 05 12/01/02 0
0107157190 O 11/01/32
0
8443161 736/736 F 1,500,000.00 ZZ
360 1,493,146.01 1
6.500 9,481.03 49
6.250 9,481.03
XXX XXXXXXX XX 00000 1 09/25/02 00
TO BE ASSIGNED 05 11/01/02 0
0107245086 O 10/01/32
0
8443163 736/736 F 108,800.00 ZZ
360 108,708.59 1
6.875 714.74 80
6.625 714.74
XXXXXXXXX XX 00000 5 01/07/03 00
TO BE ASSIGNED 09 03/01/03 0
0107191280 O 02/01/33
0
8443165 736/736 F 390,000.00 ZZ
360 389,325.94 1
6.750 2,529.54 80
6.500 2,529.54
XXXXXX XXXX XX 00000 5 12/11/02 00
TO BE ASSIGNED 05 02/01/03 0
0107264624 O 01/01/33
0
1
8443167 736/736 F 368,000.00 ZZ
360 365,984.53 1
6.125 2,236.01 80
5.875 2,236.01
XXXX XXXXXX XX 00000 5 09/17/02 00
TO BE ASSIGNED 05 11/01/02 0
0107198665 O 10/01/32
0
8443171 736/736 F 650,000.00 ZZ
360 644,883.09 1
6.250 4,002.16 42
6.000 4,002.16
XXXXXX XX 00000 2 09/23/02 00
TO BE ASSIGNED 05 11/01/02 0
0107217408 O 10/01/32
0
8443173 736/736 F 640,000.00 ZZ
360 639,407.23 1
6.375 3,992.77 80
6.125 3,992.77
XXXXXXXXXXXX XX 00000 5 01/06/03 00
TO BE ASSIGNED 05 03/01/03 0
0107298556 O 02/01/33
0
8443177 736/736 F 464,000.00 ZZ
360 462,225.14 1
6.250 2,856.93 80
6.000 2,856.93
XXX XXXX XX 00000 1 10/07/02 00
TO BE ASSIGNED 05 12/01/02 0
0107306706 O 11/01/32
0
8443179 736/736 F 650,000.00 ZZ
360 647,824.33 1
6.500 4,108.45 55
6.250 4,108.45
XXXXXXXXXX XX 00000 2 11/07/02 00
TO BE ASSIGNED 05 01/01/03 0
0107326670 O 12/01/32
0
8443181 736/736 F 488,000.00 ZZ
360 486,263.48 1
6.625 3,124.72 80
6.375 3,124.72
1
XXXXXXX XXXXX XX 00000 1 10/01/02 00
TO BE ASSIGNED 05 12/01/02 0
0107335945 O 11/01/32
0
8443183 736/736 F 650,000.00 ZZ
360 647,453.54 1
6.125 3,949.47 74
5.875 3,949.47
XXXXXXXXX XX 00000 2 10/25/02 00
TO BE ASSIGNED 05 12/01/02 0
0107336943 O 11/01/32
0
8443185 736/736 F 378,000.00 ZZ
360 376,918.37 1
6.250 2,327.42 88
6.000 2,327.42
XXXXXX XXXX XX 00000 2 11/12/02 10
TO BE ASSIGNED 05 01/01/03 25
0107389835 O 12/01/32
0
8443189 736/736 F 650,000.00 ZZ
360 648,821.58 1
6.500 4,108.45 78
6.250 4,108.45
XXXXX XX 00000 5 12/04/02 00
TO BE ASSIGNED 05 02/01/03 0
0107445603 O 01/01/33
0
8443191 736/736 F 344,000.00 ZZ
360 342,954.71 1
6.750 2,231.18 80
6.500 2,231.18
XXXXXXXXXX XX 00000 1 11/20/02 00
TO BE ASSIGNED 05 01/01/03 0
0107446056 O 12/01/32
0
8443193 736/736 F 448,000.00 ZZ
360 446,864.39 1
6.875 2,943.04 80
6.625 2,943.04
XXX XXXXX XX 00000 5 11/19/02 00
TO BE ASSIGNED 05 01/01/03 0
0107490468 O 12/01/32
0
1
8443197 736/736 F 326,000.00 ZZ
360 325,705.28 1
6.500 2,060.55 78
6.250 2,060.55
XXX XXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0107503740 O 02/01/33
0
8443199 736/736 F 57,200.00 ZZ
360 57,147.02 1
6.375 356.86 80
6.125 356.86
XXXXXXX XX 00000 1 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0107529158 O 02/01/33
0
8443201 736/736 F 358,000.00 ZZ
360 357,302.31 1
6.125 2,175.25 73
5.875 2,175.25
XXXX XXXX XX 00000 2 12/31/02 00
TO BE ASSIGNED 03 02/01/03 0
0107542979 O 01/01/33
0
8443205 736/736 F 382,000.00 ZZ
360 381,646.19 1
6.375 2,383.19 75
6.125 2,383.19
XXXXX XXX XX 00000 2 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
0107561466 O 02/01/33
0
8443207 736/736 F 410,000.00 ZZ
360 409,219.91 2
6.250 2,524.45 78
6.000 2,524.45
XXX XXXXXXX XX 00000 2 12/30/02 00
TO BE ASSIGNED 05 02/01/03 0
0107566218 O 01/01/33
0
8443209 736/736 F 612,000.00 ZZ
360 610,958.19 2
1
6.375 3,818.09 80
6.125 3,818.09
XXXXXXXX XX 00000 1 01/10/03 00
TO BE ASSIGNED 05 03/01/03 0
0107582629 O 02/01/33
0
8443211 736/736 F 371,900.00 ZZ
360 371,555.54 1
6.375 2,320.18 80
6.125 2,320.18
XXXXXX XX 00000 1 01/07/03 00
TO BE ASSIGNED 05 03/01/03 0
0107593378 O 02/01/33
0
8443213 736/736 F 165,000.00 ZZ
360 164,700.85 1
6.500 1,042.92 48
6.250 1,042.92
XXXXXXX XX 00000 5 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0107593543 O 01/01/33
0
8443215 736/736 F 408,000.00 ZZ
360 407,260.32 1
6.500 2,578.84 80
6.250 2,578.84
XXX XXXXX XX 00000 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
0107593725 O 01/01/33
0
8443217 736/736 F 161,500.00 ZZ
360 161,364.31 1
6.875 1,060.95 78
6.625 1,060.95
XXXXX XX 00000 2 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0107598393 O 02/01/33
0
8443219 736/736 F 590,540.00 ZZ
360 589,937.92 1
5.875 3,493.27 70
5.625 3,493.27
XXXXXX XXXXXXX XX 00000 5 01/07/03 00
TO BE ASSIGNED 05 03/01/03 0
1
0107610610 O 02/01/33
0
8443221 736/736 F 224,000.00 ZZ
360 223,792.53 2
6.375 1,397.47 80
6.125 1,397.47
XXXXXXXX XX 00000 1 01/14/03 00
TO BE ASSIGNED 05 03/01/03 0
0107612061 O 02/01/33
0
8443223 736/736 F 580,000.00 ZZ
360 579,449.67 1
6.250 3,571.16 76
6.000 3,571.16
XXXXXXX XX 00000 2 01/09/03 00
TO BE ASSIGNED 03 03/01/03 0
0107616542 O 02/01/33
0
8443225 736/736 F 406,400.00 ZZ
360 405,607.99 1
6.125 2,469.33 80
5.875 2,469.33
XXXXXXX XX 00000 1 12/16/02 00
TO BE ASSIGNED 01 02/01/03 0
0107621047 O 01/01/33
0
8443227 736/736 F 258,000.00 ZZ
360 257,761.04 1
6.375 1,609.59 69
6.125 1,609.59
XXXXXX XXXXXXX XX 00000 5 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0107625022 O 02/01/33
0
8443229 736/736 F 448,000.00 ZZ
360 447,585.06 1
6.375 2,794.94 80
6.125 2,794.94
XXXXXXX XXXXX XX 00000 5 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0107630295 O 02/01/33
0
1
8443231 736/736 F 460,000.00 ZZ
360 459,594.14 2
6.625 2,945.44 80
6.375 2,945.44
XXXXXXXX XX 00000 1 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0107645277 O 02/01/33
0
8443233 736/736 F 322,700.00 ZZ
360 322,401.11 1
6.375 2,013.23 63
6.125 2,013.23
XXXX XXXXXX XX 00000 2 01/10/03 00
TO BE ASSIGNED 05 03/01/03 0
0107654683 O 02/01/33
0
8443237 736/736 F 568,000.00 ZZ
360 566,413.35 1
6.375 3,543.58 80
6.125 3,543.58
XXXXX XXXX XX 00000 5 11/19/02 00
TO BE ASSIGNED 05 01/01/03 0
0107672602 O 12/01/32
0
8443239 736/736 F 396,000.00 ZZ
360 395,282.08 1
6.500 2,502.99 90
6.250 2,502.99
XXXXX XX 00000 1 12/04/02 11
TO BE ASSIGNED 05 02/01/03 25
0107679698 O 01/01/33
0
8443241 736/736 F 340,000.00 ZZ
360 339,383.59 1
6.500 2,149.04 80
6.250 2,149.04
XXXXXXX XXXXX XX 00000 1 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
0107687188 O 01/01/33
0
8443243 736/736 F 132,000.00 ZZ
360 131,877.74 1
6.375 823.51 80
6.125 823.51
1
XXXXXX XX 00000 5 01/07/03 00
TO BE ASSIGNED 27 03/01/03 0
0107690158 O 02/01/33
0
8443245 736/736 F 368,000.00 ZZ
360 367,316.49 1
6.375 2,295.84 80
6.125 2,295.84
XXXXXX XXXXXX XX 00000 1 12/02/02 00
TO BE ASSIGNED 05 02/01/03 0
0107692261 O 01/01/33
0
8443247 736/736 F 780,000.00 ZZ
360 779,259.90 1
6.250 4,802.60 20
6.000 4,802.60
XXXXXX XXXXX XX 00000 2 01/08/03 00
TO BE ASSIGNED 05 03/01/03 0
0107699944 O 02/01/33
0
8443249 736/736 F 300,000.00 ZZ
360 299,715.34 1
6.250 1,847.16 28
6.000 1,847.16
XXXXXX XX 00000 5 01/06/03 00
TO BE ASSIGNED 05 03/01/03 0
0107700601 O 02/01/33
0
8443251 736/736 F 334,000.00 ZZ
360 333,066.23 1
5.500 1,896.42 72
5.250 1,896.42
XXXXX XXXXXX XX 00000 1 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0107706152 O 01/01/33
0
8443255 736/736 F 549,500.00 ZZ
360 548,574.05 1
6.875 3,609.83 70
6.625 3,609.83
XXXXX XXXXXX XX 00000 5 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
0107713620 O 01/01/33
0
1
8443257 736/736 F 464,950.00 ZZ
360 464,065.37 1
6.250 2,862.78 60
6.000 2,862.78
XXXXXXXX XXXXX XX 00000 2 12/30/02 00
TO BE ASSIGNED 05 02/01/03 0
0107716011 O 01/01/33
0
8443261 736/736 F 627,000.00 ZZ
360 625,807.05 1
6.250 3,860.55 46
6.000 3,860.55
XXXXXXX XX 00000 2 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
0107723355 O 01/01/33
0
8443263 736/736 F 145,600.00 ZZ
360 145,477.68 1
6.875 956.49 80
6.625 956.49
XXXX XXXX XXXX XX 00000 2 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0107727661 O 02/01/33
0
8443267 736/736 F 369,000.00 ZZ
360 368,297.90 1
6.250 2,272.00 75
6.000 2,272.00
XXXXX XXXXXXXXX XX 00000 5 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
0107730962 O 01/01/33
0
8443269 736/736 F 354,500.00 ZZ
360 353,887.84 1
6.750 2,299.28 73
6.500 2,299.28
XXX XXXX XX 00000 5 12/16/02 00
TO BE ASSIGNED 05 02/01/03 0
0107731622 O 01/01/33
0
8443271 736/736 F 420,000.00 ZZ
360 419,200.88 1
1
6.250 2,586.02 63
6.000 2,586.02
XXX XXXXXXX XX 00000 2 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
0107732802 O 01/01/33
0
8443273 736/736 F 422,000.00 ZZ
360 421,599.59 1
6.250 2,598.33 41
6.000 2,598.33
XXX XXXXXXXXX XX 00000 2 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
0107738809 O 02/01/33
0
8443275 736/736 F 339,900.00 ZZ
360 339,600.11 1
6.625 2,176.42 58
6.375 2,176.42
XXXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0107739096 O 02/01/33
0
8443277 736/736 F 257,600.00 ZZ
360 257,361.41 1
6.375 1,607.09 80
6.125 1,607.09
XXX XXXX XX 00000 2 01/03/03 00
TO BE ASSIGNED 09 03/01/03 0
0107756082 O 02/01/33
0
8443279 736/736 F 400,000.00 ZZ
360 399,620.46 1
6.250 2,462.87 42
6.000 2,462.87
XXXXXXXXX XX 00000 5 01/03/03 00
TO BE ASSIGNED 05 03/01/03 0
0107768574 O 02/01/33
0
8443281 736/736 F 322,000.00 ZZ
360 321,701.76 1
6.375 2,008.87 70
6.125 2,008.87
XXX XXXX XX 00000 5 01/10/03 00
TO BE ASSIGNED 05 03/01/03 0
1
0107769481 O 02/01/33
0
8443283 736/736 F 412,000.00 ZZ
360 411,599.56 1
6.125 2,503.36 79
5.875 2,503.36
XXXXXXXXX XX 00000 1 01/08/03 00
TO BE ASSIGNED 03 03/01/03 0
0107769531 O 02/01/33
0
8443285 736/736 F 260,000.00 ZZ
360 259,792.08 1
7.125 1,751.67 76
6.875 1,751.67
XXXXXXXX XXXXX XX 00000 5 01/09/03 00
TO BE ASSIGNED 05 03/01/03 0
0107770398 O 02/01/33
0
8443287 736/736 F 314,000.00 ZZ
360 313,702.06 1
6.250 1,933.36 76
6.000 1,933.36
XXXXXXX XX 00000 2 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
0107770505 O 02/01/33
0
8443289 736/736 F 399,264.00 ZZ
360 398,440.54 1
6.125 2,425.97 80
5.875 2,425.97
XXXX XXXXXXX XX 00000 1 12/31/02 00
TO BE ASSIGNED 05 02/01/03 0
0107777088 O 01/01/33
0
8443291 736/736 F 480,000.00 ZZ
360 479,150.66 1
6.625 3,073.50 75
6.375 3,073.50
XXXXXXXXXX XX 00000 5 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
0107777385 O 01/01/33
0
1
8443293 736/736 F 320,000.00 ZZ
360 319,696.37 1
6.250 1,970.30 80
6.000 1,970.30
XXX XXXX XXXX XX 00000 2 01/08/03 00
TO BE ASSIGNED 09 03/01/03 0
0107778334 O 02/01/33
0
8443297 736/736 F 825,000.00 ZZ
360 824,217.20 1
6.250 5,079.67 69
6.000 5,079.67
XXXXXXXXXX XX 00000 5 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
0107780389 O 02/01/33
0
8443299 736/736 F 504,000.00 ZZ
360 503,498.26 1
6.000 3,021.74 60
5.750 3,021.74
XXXX XXXXXX XX 00000 2 01/06/03 00
TO BE ASSIGNED 05 03/01/03 0
0107790172 O 02/01/33
0
8443303 736/736 F 93,250.00 ZZ
360 93,101.07 1
6.375 581.76 38
6.125 581.76
XXX XXXXXXX XX 00000 5 01/10/03 00
TO BE ASSIGNED 01 03/01/03 0
0107798241 O 02/01/33
0
8443307 736/736 F 90,968.00 ZZ
360 90,893.43 1
7.000 605.22 80
6.750 605.22
XXXXXXXX XX 00000 1 01/10/03 00
TO BE ASSIGNED 05 03/01/03 0
0107809972 O 02/01/33
0
8448331 X12/787 F 544,000.00 ZZ
360 542,939.82 1
6.125 3,305.41 80
5.875 3,305.41
1
XXXXXXXXXXX XX 00000 2 12/18/02 00
354511833 03 02/01/03 0
1628300076 O 01/01/33
0
8448335 X12/787 F 340,000.00 ZZ
360 339,685.09 1
6.375 2,121.16 80
6.125 2,121.16
XXXXXX XX 00000 1 12/30/02 00
354512093 05 03/01/03 0
1628300078 O 02/01/33
0
8448339 X12/787 F 457,600.00 ZZ
360 457,133.45 1
5.875 2,706.88 80
5.625 2,706.88
XXXXX XX 00000 2 12/31/02 00
354512418 05 03/01/03 0
1628300085 O 02/01/33
0
8448343 X12/787 F 365,000.00 ZZ
360 364,636.64 1
6.000 2,188.36 77
5.750 2,188.36
XXXXXX XX 00000 2 01/06/03 00
354512094 05 03/01/03 0
1628600035 O 02/01/33
0
8448345 X12/787 F 367,900.00 ZZ
360 366,469.12 1
6.375 2,295.22 80
6.125 2,295.22
XXXXXXXXXX XX 00000 1 11/12/02 00
354510237 05 01/01/03 0
1628900037 O 12/01/32
0
8448347 X12/787 F 450,000.00 ZZ
360 446,316.28 1
6.250 2,770.73 53
6.000 2,770.73
XXXXXX XX 00000 1 11/19/02 00
354510969 05 01/01/03 0
1628900039 O 12/01/32
0
1
8448351 X12/787 F 450,000.00 ZZ
360 447,737.68 1
6.375 2,807.41 78
6.125 2,807.41
XXXXX XX 00000 2 11/14/02 00
354510970 05 01/01/03 0
1628900040 O 12/01/32
0
8448353 X12/787 F 332,000.00 ZZ
360 331,072.59 1
6.375 2,071.25 80
6.125 2,071.25
XXXXXXXXX XX 00000 1 11/22/02 00
354510971 05 01/01/03 0
1628900042 O 12/01/32
0
8448355 X12/787 F 391,000.00 ZZ
360 389,907.79 1
6.375 2,439.33 53
6.125 2,439.33
XXXXX XX 00000 2 11/27/02 00
354511203 05 01/01/03 0
1628900045 O 12/01/32
0
8448357 X12/787 F 352,000.00 ZZ
360 350,931.56 1
6.250 2,167.32 80
6.000 2,167.32
XXXXXXXX XX 00000 1 11/25/02 00
354511204 05 01/01/03 0
1628900048 O 12/01/32
0
8448359 X12/787 F 391,500.00 ZZ
360 390,755.13 1
6.250 2,410.53 80
6.000 2,410.53
XXXXX XXXXXX XX 00000 1 12/05/02 00
354511205 03 02/01/03 0
0000000000 O 01/01/33
0
8448361 X12/787 F 403,000.00 ZZ
360 401,874.25 2
1
6.375 2,514.20 69
6.125 2,514.20
XXXXXXX XX 00000 2 11/11/02 00
354511213 05 01/01/03 0
1629000036 O 12/01/32
0
8448371 X12/787 F 445,000.00 ZZ
360 443,555.88 1
6.375 2,776.22 65
6.125 2,776.22
XXXXXX XX 00000 5 11/22/02 00
354511215 05 01/01/03 0
1629000038 O 12/01/32
0
8448373 X12/787 F 379,000.00 ZZ
360 378,296.07 1
6.375 2,364.47 76
6.125 2,364.47
XXXX XXXXX XX 00000 2 11/29/02 00
354512164 05 02/01/03 0
0000000000 O 01/01/33
0
8448375 X12/787 F 400,000.00 ZZ
360 399,257.07 1
6.375 2,495.48 78
6.125 2,495.48
XXXX XXXXX XX 00000 2 12/12/02 00
354511890 03 02/01/03 0
1629100122 O 01/01/33
0
8448377 X12/787 F 373,200.00 ZZ
360 372,506.84 1
6.375 2,328.29 80
6.125 2,328.29
XXXXXXXX XX 00000 1 12/20/02 00
354511834 03 02/01/03 0
1629100123 O 01/01/33
0
8448381 X12/787 F 367,600.00 ZZ
360 365,837.75 1
6.250 2,263.38 80
6.000 2,263.38
XXXXXX XX 00000 1 09/25/02 00
354511891 03 11/01/02 0
1
1629400054 O 10/01/32
0
8448383 X12/787 F 750,000.00 ZZ
360 747,265.85 1
6.500 4,740.51 68
6.250 4,740.51
XXX XXXXX XX 00000 1 10/03/02 00
354511655 03 12/01/02 0
1629400060 O 11/01/32
0
8448385 X12/787 F 448,350.00 ZZ
360 446,675.64 1
6.375 2,797.13 73
6.125 2,797.13
XXXXXXX XXXXXXX XX 00000 2 10/04/02 00
354510920 05 12/01/02 0
1629400079 O 11/01/32
0
8448387 X12/787 F 428,800.00 ZZ
360 427,686.18 1
6.750 2,781.19 80
6.500 2,781.19
XXXXXXX XX 00000 2 11/22/02 00
354512465 05 01/01/03 0
1629800067 O 12/01/32
0
8448389 X12/787 F 400,000.00 ZZ
360 399,201.61 1
6.000 2,398.20 73
5.750 2,398.20
XXXXXXXXX XX 00000 1 12/04/02 00
354512049 05 02/01/03 0
1629800108 O 01/01/33
0
8448391 X12/787 F 342,000.00 ZZ
360 341,394.87 1
6.625 2,189.86 95
6.375 2,189.86
XXXXX XX 00000 1 12/30/02 01
354512466 05 02/01/03 30
1629800130 O 01/01/33
0
1
8448397 X12/787 F 555,000.00 ZZ
360 553,969.19 1
6.375 3,462.48 72
6.125 3,462.48
XXXXXX XX 00000 2 12/02/02 00
354511893 03 02/01/03 0
1630200195 O 01/01/33
0
8448399 X12/787 F 556,100.00 ZZ
360 555,041.96 1
6.250 3,424.00 45
6.000 3,424.00
XXXXXX XX 00000 2 12/20/02 00
354512382 05 02/01/03 0
1630200197 O 01/01/33
0
8448401 X12/787 F 372,000.00 ZZ
360 370,935.56 1
6.250 2,290.47 68
6.000 2,290.47
XXXXX XXXX XX 00000 2 12/03/02 00
354511144 05 02/01/03 0
1630200199 O 01/01/33
0
8448405 X12/787 F 497,900.00 ZZ
360 497,404.34 1
6.000 2,985.16 80
5.750 2,985.16
XXXXXX XX 00000 1 01/15/03 00
354512555 03 03/01/03 0
1630200219 O 02/01/33
0
8448407 X12/787 F 650,000.00 ZZ
360 648,733.25 1
6.125 3,949.47 80
5.875 3,949.47
XXXXXXXXX XX 00000 2 12/13/02 00
354512556 05 02/01/03 0
1630200224 O 01/01/33
0
8448409 X12/787 F 347,700.00 ZZ
360 346,883.67 1
6.625 2,226.36 55
6.375 2,226.36
1
XXXXXXX XXXXX XX 00000 2 12/19/02 00
354512275 03 02/01/03 0
1630200229 O 01/01/33
0
8448411 X12/787 F 336,000.00 ZZ
360 335,360.72 1
6.250 2,068.81 80
6.000 2,068.81
XXXX XXXXXX XX 00000 1 12/24/02 00
354512502 03 02/01/03 0
0000000000 O 01/01/33
0
8448413 X12/787 F 607,200.00 ZZ
360 606,595.53 1
6.000 3,640.47 80
5.750 3,640.47
XXXX XXXXX XX 00000 1 01/03/03 00
354512557 05 03/01/03 0
1630200234 O 02/01/33
0
8448417 X12/787 F 489,500.00 ZZ
360 488,612.56 1
6.500 3,093.98 70
6.250 3,093.98
XXXXXX XX 00000 5 12/16/02 00
354512228 05 02/01/03 0
1630300024 O 01/01/33
0
8448419 X12/787 F 403,500.00 ZZ
360 402,732.29 1
6.250 2,484.42 74
6.000 2,484.42
XXXXXXXXX XX 00000 2 12/26/02 00
354512384 09 02/01/03 0
1630300025 O 01/01/33
0
8448421 X12/787 F 500,000.00 ZZ
360 498,943.93 1
6.375 3,119.35 76
6.125 3,119.35
XXXXXXXX XXXXXX XX 00000 1 12/27/02 00
354512165 05 02/01/03 0
1630300029 O 01/01/33
0
1
8448425 X12/787 F 336,000.00 ZZ
360 335,360.72 1
6.250 2,068.81 80
6.000 2,068.81
XXXXXX XX 00000 1 12/16/02 00
354512467 05 02/01/03 0
1630300034 O 01/01/33
0
8448427 X12/787 F 450,000.00 ZZ
360 449,203.76 1
6.625 2,881.40 72
6.375 2,881.40
XXXXXX XX 00000 5 12/19/02 00
354512560 05 02/01/03 0
1630300036 O 01/01/33
0
8448429 X12/787 F 346,000.00 ZZ
360 345,687.21 1
6.500 2,186.96 79
6.250 2,186.96
XXXXXXXXX XX 00000 2 01/16/03 00
354512561 05 03/01/03 0
1630300042 O 02/01/33
0
8448431 X12/787 F 521,500.00 ZZ
360 520,531.39 1
6.375 3,253.49 68
6.125 3,253.49
XXXXXXXXXX XX 00000 5 12/17/02 00
354512096 05 02/01/03 0
0000000000 O 01/01/33
0
8448433 X12/787 F 465,000.00 ZZ
360 464,115.28 1
6.250 2,863.09 78
6.000 2,863.09
XXXXXXX XX 00000 2 12/09/02 00
354512098 05 02/01/03 0
1630300057 O 01/01/33
0
8448435 X12/787 F 455,000.00 ZZ
360 454,154.92 1
1
6.375 2,838.61 17
6.125 2,838.61
XXXXXXXXX XX 00000 2 12/06/02 00
354512102 05 02/01/03 0
1630300079 O 01/01/33
0
8448437 X12/787 F 750,000.00 ZZ
360 748,704.89 1
6.750 4,864.49 72
6.500 4,864.49
XXXXXXX-XXXXX XX 00000 2 12/16/02 00
354512103 05 02/01/03 0
1630600012 O 01/01/33
0
8448441 X12/787 F 544,232.00 ZZ
360 543,145.71 1
6.000 3,262.95 80
5.750 3,262.95
XXXXXXXXXXX XX 00000 1 12/20/02 00
354511899 03 02/01/03 0
1630900098 O 01/01/33
0
8448443 X12/787 F 421,600.00 ZZ
360 420,758.48 1
6.000 2,527.71 80
5.750 2,527.71
XXXXXXX XX 00000 1 12/30/02 00
354512052 05 02/01/03 0
1630900104 O 01/01/33
0
8448447 X12/787 F 360,000.00 T
360 354,935.17 1
6.125 2,187.40 54
5.875 2,187.40
HOT XXXXXXX XX 00000 2 12/09/02 00
354512564 05 02/01/03 0
1631300010 O 01/01/33
0
8448449 X12/787 F 375,000.00 ZZ
360 374,251.51 1
6.000 2,248.31 79
5.750 2,248.31
XXXXXXXX XX 00000 2 12/16/02 00
354511975 05 02/01/03 0
1
1631700033 O 01/01/33
0
8448453 X12/787 F 403,000.00 ZZ
360 402,214.62 1
6.125 2,448.67 68
5.875 2,448.67
XXXXXXXXXXX XX 00000 2 12/12/02 00
354511976 03 02/01/03 0
1632500027 O 01/01/33
0
8448457 X12/787 F 336,000.00 ZZ
360 335,016.28 1
6.375 2,096.20 59
6.125 2,096.20
XXXXXX XX 00000 5 11/22/02 00
354511228 05 01/01/03 0
1632500028 O 12/01/32
0
8448461 X12/787 F 412,000.00 ZZ
360 411,271.00 1
6.625 2,638.08 80
6.375 2,638.08
XXXXXXXXX XX 00000 2 12/09/02 00
354511900 05 02/01/03 0
1632500032 O 01/01/33
0
8448463 X12/787 F 438,500.00 ZZ
360 437,645.44 1
6.125 2,664.37 56
5.875 2,664.37
XXXXXX XX 00000 5 12/13/02 00
354511901 05 02/01/03 0
1632500035 O 01/01/33
0
8448465 X12/787 F 342,000.00 ZZ
360 341,333.50 1
6.125 2,078.03 60
5.875 2,078.03
XXXXXXXX XX 00000 5 12/11/02 00
354511838 05 02/01/03 0
1632500036 O 01/01/33
0
1
8448467 X12/787 F 457,000.00 ZZ
360 456,087.82 1
6.000 2,739.95 72
5.750 2,739.95
XXXXXXXXX XX 00000 5 12/17/02 00
354512166 05 02/01/03 0
0000000000 O 01/01/33
0
8448469 X12/787 F 408,000.00 ZZ
360 407,584.03 1
5.875 2,413.47 80
5.625 2,413.47
XXXXX XX 00000 2 01/13/03 00
354512566 05 03/01/03 0
1632500042 O 02/01/33
0
8448473 X12/787 F 350,000.00 ZZ
360 349,334.09 1
6.250 2,155.01 80
6.000 2,155.01
XXXXXXXXX XX 00000 1 12/20/02 00
354511977 05 02/01/03 0
1632500050 O 01/01/33
0
8448475 X12/787 F 396,000.00 ZZ
360 395,209.59 1
6.000 2,374.22 73
5.750 2,374.22
XXXXXX XX 00000 2 12/23/02 00
354512104 03 02/01/03 0
1632500055 O 01/01/33
0
8448477 X12/787 F 650,000.00 ZZ
360 649,321.36 1
5.750 3,793.22 77
5.500 3,793.22
XXXXX XXXXXX XX 00000 2 01/10/03 00
354512504 03 03/01/03 0
1632500063 O 02/01/33
0
8448479 X12/787 F 340,000.00 ZZ
360 339,661.53 1
6.000 2,038.47 80
5.750 2,038.47
1
XXXXXXXXXX XX 00000 1 01/09/03 00
354512338 05 03/01/03 0
1632500064 O 02/01/33
0
8448481 X12/787 F 326,000.00 ZZ
360 325,394.51 1
6.375 2,033.82 73
6.125 2,033.82
XXXXXXX XX 00000 5 12/16/02 00
354511839 05 02/01/03 0
1632700030 O 01/01/33
0
8448483 X12/787 F 380,000.00 ZZ
360 379,223.26 1
5.875 2,247.84 79
5.625 2,247.84
XXXXXX XX 00000 2 12/06/02 00
354512505 03 02/01/03 0
1632700035 O 01/01/33
0
8448485 X12/787 F 460,000.00 ZZ
360 458,586.14 1
5.875 2,721.07 80
5.625 2,721.07
XX XXXXX XXXXXX XX 00000 1 11/22/02 00
354512340 05 01/01/03 0
1632900009 O 12/01/32
0
8448487 X12/787 F 375,000.00 ZZ
360 373,952.49 1
6.375 2,339.51 80
6.125 2,339.51
XXXXXXXX XX 00000 5 11/13/02 00
354511657 05 01/01/03 0
1632900010 O 12/01/32
0
8448489 X12/787 F 350,000.00 ZZ
360 349,301.40 1
6.000 2,098.43 60
5.750 2,098.43
XXXX XXXXX XX 00000 2 12/04/02 00
354511658 05 02/01/03 0
1632900012 O 01/01/33
0
1
8448491 X12/787 F 345,000.00 ZZ
360 344,327.65 1
6.125 2,096.26 47
5.875 2,096.26
XXXXXXXXX XX 00000 2 12/13/02 00
354512571 05 02/01/03 0
1632900014 O 01/01/33
0
8448493 X12/787 F 372,000.00 ZZ
360 371,292.22 1
6.250 2,290.47 80
6.000 2,290.47
XXX XXXXX XX 00000 1 12/04/02 00
354511659 05 02/01/03 0
1632900016 O 01/01/33
0
8448499 X12/787 F 385,000.00 ZZ
360 383,491.66 1
6.125 2,339.31 43
5.875 2,339.31
XXXXXX XX 00000 5 10/17/02 00
354511661 05 12/01/02 0
1602201666 O 11/01/32
0
8448501 X12/787 F 384,000.00 ZZ
360 383,286.77 1
6.375 2,395.67 80
6.125 2,395.67
XXXXXXXXXX XX 00000 1 12/05/02 00
354512508 05 02/01/03 0
1602201673 O 01/01/33
0
8448505 X12/787 F 542,000.00 ZZ
360 540,993.33 1
6.375 3,381.38 73
6.125 3,381.38
XXXXXXXX XX 00000 5 12/23/02 00
354512473 05 02/01/03 0
0000000000 O 01/01/33
0
8448507 X12/787 F 510,000.00 ZZ
360 508,540.70 1
1
6.250 3,140.16 40
6.000 3,140.16
XXXXXX XXXXXX XX 00000 2 12/09/02 00
354512509 05 01/01/03 0
1602201684 O 12/01/32
0
8448511 X12/787 F 560,000.00 ZZ
360 558,855.30 1
5.875 3,312.62 80
5.625 3,312.62
XXXXXXXX XX 00000 4 12/20/02 00
354512276 03 02/01/03 0
0000000000 O 01/01/33
0
8448513 X12/787 F 460,000.00 ZZ
360 458,745.69 1
6.500 2,907.51 73
6.250 2,907.51
XXXXXX XX 00000 5 11/21/02 00
354512305 05 01/01/03 0
1602201696 O 12/01/32
0
8448515 X12/787 F 650,000.00 ZZ
360 648,702.60 1
6.000 3,897.08 29
5.750 3,897.08
XXXXXX XXXXX XX XX 00000 2 12/16/02 00
354512423 03 02/01/03 0
1602201700 O 01/01/33
0
8448517 X12/787 F 344,000.00 ZZ
360 343,345.50 1
6.250 2,118.07 80
6.000 2,118.07
XXXXXXXXXXX XX 00000 1 12/09/02 00
354511903 03 02/01/03 0
1602201728 O 01/01/33
0
8448519 X12/787 F 548,000.00 ZZ
360 546,982.18 1
6.375 3,418.81 80
6.125 3,418.81
XXX XXXXX XX 00000 1 12/26/02 00
354512510 05 02/01/03 0
1
1605400216 O 01/01/33
0
8448521 X12/787 F 330,400.00 ZZ
360 329,756.10 1
6.125 2,007.55 77
5.875 2,007.55
XXX XXXX XX 00000 2 12/12/02 00
354511983 05 02/01/03 0
1610700445 O 01/01/33
0
8448523 X12/787 F 365,000.00 ZZ
360 362,708.07 1
6.625 2,337.14 49
6.375 2,337.14
XXXXX XXXXX XX 00000 5 07/12/02 00
354512433 05 09/01/02 0
1612500380 O 08/01/32
0
8448525 X12/787 F 340,000.00 ZZ
360 339,095.09 1
6.625 2,177.06 75
6.375 2,177.06
XXX XXXX XX 00000 2 11/18/02 00
354511667 05 01/01/03 0
1612500596 O 12/01/32
0
8448527 X12/787 F 650,000.00 ZZ
360 648,184.29 1
6.375 4,055.16 75
6.125 4,055.16
XXXXX XXXX XX 00000 2 11/14/02 00
354511568 05 01/01/03 0
1612500597 O 12/01/32
0
8448529 X12/787 F 386,000.00 ZZ
360 385,300.19 1
6.500 2,439.79 58
6.250 2,439.79
XXXXXXXX XX 00000 5 11/27/02 00
354512310 03 02/01/03 0
0000000000 O 01/01/33
0
1
8448531 X12/787 F 348,000.00 ZZ
360 347,073.78 1
6.625 2,228.29 47
6.375 2,228.29
XXXXX XX 00000 2 11/13/02 00
354511669 05 01/01/03 0
1612500605 O 12/01/32
0
8448533 X12/787 F 377,000.00 ZZ
360 375,946.89 1
6.375 2,351.99 77
6.125 2,351.99
XXX XXXX XX 00000 2 11/15/02 00
354511670 05 01/01/03 0
0000000000 O 12/01/32
0
8448535 X12/787 F 396,000.00 ZZ
360 394,946.03 1
6.625 2,535.64 78
6.375 2,535.64
XXXX XXXX XX 00000 2 11/15/02 00
354511671 05 01/01/03 0
1612500609 O 12/01/32
0
8448537 X12/787 F 358,500.00 ZZ
360 357,865.65 1
6.625 2,295.52 72
6.375 2,295.52
XX XXXXXXXXX XX 00000 2 11/21/02 00
354512311 03 02/01/03 0
1612500619 O 01/01/33
0
8448539 X12/787 F 380,000.00 ZZ
360 379,311.08 1
6.500 2,401.86 33
6.250 2,401.86
XXX XXXX XX 00000 2 11/21/02 00
354512312 03 02/01/03 0
1612500621 O 01/01/33
0
8448541 X12/787 F 355,000.00 ZZ
360 354,401.80 1
6.875 2,332.10 65
6.625 2,332.10
1
XXXXXXX XX 00000 5 12/12/02 00
354511919 05 02/01/03 0
1612500641 O 01/01/33
0
8448545 X12/787 F 417,000.00 ZZ
360 416,640.97 1
6.750 2,704.66 48
6.500 2,704.66
XXXXXX XX 00000 2 12/23/02 00
354512116 05 03/01/03 0
1612500626 O 02/01/33
0
8448547 X12/787 F 620,000.00 ZZ
360 618,929.38 1
6.750 4,021.31 48
6.500 4,021.31
XXXXXXX XX 00000 5 11/26/02 00
354512313 03 02/01/03 0
1612500640 O 01/01/33
0
8448549 X12/787 F 437,714.00 ZZ
360 436,976.43 1
6.875 2,875.47 79
6.625 2,875.47
XXXXXX XX 00000 2 12/05/02 00
354512061 03 02/01/03 0
1612500647 O 01/01/33
0
8448551 X12/787 F 455,000.00 ZZ
360 454,175.12 1
6.500 2,875.91 57
6.250 2,875.91
XXXXXXX XX 00000 2 12/05/02 00
354512314 03 02/01/03 0
1612500650 O 01/01/33
0
8448553 X12/787 F 390,000.00 ZZ
360 389,342.82 1
6.875 2,562.03 69
6.625 2,562.03
XXXXXXXXX XX 00000 5 12/13/02 00
354511920 05 02/01/03 0
1612500658 O 01/01/33
0
1
8448555 X12/787 F 535,000.00 ZZ
360 534,076.16 1
6.750 3,470.00 79
6.500 3,470.00
XXX XXXXX XX 00000 2 12/06/02 00
354511676 03 02/01/03 0
1612500659 O 01/01/33
0
8448557 X12/787 F 420,000.00 ZZ
360 419,620.31 1
6.500 2,654.69 39
6.250 2,654.69
XXXXXX XX 00000 5 12/24/02 00
354512477 05 03/01/03 0
1612500686 O 02/01/33
0
8448561 X12/787 F 705,500.00 ZZ
360 700,190.76 1
6.250 4,343.89 79
6.000 4,343.89
XXXXX XXXXX XX 00000 2 10/28/02 00
354511678 03 12/01/02 0
1618500879 O 11/01/32
0
8448573 X12/787 F 450,000.00 ZZ
360 449,602.97 1
6.625 2,881.40 68
6.375 2,881.40
XXXXXXXX XX 00000 5 01/04/03 00
354512523 05 03/01/03 0
1618501033 O 02/01/33
0
8448575 X12/787 F 890,000.00 ZZ
360 888,306.66 1
6.250 5,479.89 53
6.000 5,479.89
XXXXXXX XX 00000 2 12/12/02 00
354512524 03 02/01/03 0
1618501046 O 01/01/33
0
8448579 X12/787 F 403,200.00 ZZ
360 402,415.33 1
1
6.250 2,482.58 80
6.000 2,482.58
XXXXXXX XX 00000 2 12/05/02 00
354511683 05 02/01/03 0
1618501063 O 01/01/33
0
8448583 X12/787 F 1,000,000.00 ZZ
360 998,097.36 1
6.250 6,157.18 63
6.000 6,157.18
XXXXXXX XX 00000 2 12/12/02 00
354511684 03 02/01/03 0
1618501083 O 01/01/33
0
8448585 X12/787 F 614,000.00 ZZ
360 612,831.78 1
6.250 3,780.51 79
6.000 3,780.51
XXXXXX XX 00000 2 12/20/02 00
354512121 03 02/01/03 0
1618501093 O 01/01/33
0
8448587 X12/787 F 480,000.00 ZZ
360 478,626.53 1
6.250 2,955.45 80
6.000 2,955.45
XXXXXX XXXXX XX 00000 5 11/22/02 00
354511686 03 01/01/03 0
1618501099 O 12/01/32
0
8448589 X12/787 F 428,000.00 ZZ
360 426,416.97 1
6.250 2,635.27 80
6.000 2,635.27
XXX XXXX XX 00000 1 12/19/02 00
354511927 03 02/01/03 0
1618501160 O 01/01/33
0
8448593 X12/787 F 480,000.00 ZZ
360 479,086.73 1
6.250 2,955.45 80
6.000 2,955.45
XXXXXXX XX 00000 1 12/17/02 00
354511929 05 02/01/03 0
1
1618501174 O 01/01/33
0
8448595 X12/787 F 385,000.00 ZZ
360 384,231.54 1
6.000 2,308.27 34
5.750 2,308.27
XXX XXXX XX 00000 5 12/19/02 00
354512238 05 02/01/03 0
1618501175 O 01/01/33
0
8448599 X12/787 F 441,700.00 ZZ
360 440,818.36 1
6.000 2,648.22 74
5.750 2,648.22
XXXXXXX XX 00000 5 12/13/02 00
354512480 05 02/01/03 0
1618501176 O 01/01/33
0
8448601 X12/787 F 556,000.00 ZZ
360 554,291.06 1
5.875 3,288.95 60
5.625 3,288.95
XXX XXXXXXX XX 00000 2 11/25/02 00
354511698 05 01/01/03 0
1618501191 O 12/01/32
0
8448603 X12/787 F 429,000.00 ZZ
360 427,681.40 1
5.875 2,537.70 60
5.625 2,537.70
XXX XXXX XX 00000 2 11/21/02 00
354511930 05 01/01/03 0
1618501192 O 12/01/32
0
8448605 X12/787 F 649,900.00 ZZ
360 648,602.81 1
6.000 3,896.48 69
5.750 3,896.48
XXXXXXXXXX XX 00000 1 12/03/02 00
354511699 05 02/01/03 0
1618501193 O 01/01/33
0
1
8448607 X12/787 F 379,000.00 ZZ
360 377,045.38 1
6.000 2,272.30 66
5.750 2,272.30
XXXX XXXXX XX 00000 2 11/07/02 00
354511700 05 01/01/03 0
1618501194 O 12/01/32
0
8448609 X12/787 F 378,000.00 ZZ
360 376,865.42 1
6.000 2,266.31 55
5.750 2,266.31
XXXX XXXXX XX 00000 2 11/18/02 00
354511701 05 01/01/03 0
0000000000 O 12/01/32
0
8448613 X12/787 F 615,000.00 ZZ
360 613,154.08 1
6.000 3,687.24 59
5.750 3,687.24
XXXXXXX XXX XX 00000 2 11/22/02 00
354511702 03 01/01/03 0
1618501196 O 12/01/32
0
8448617 X12/787 F 386,000.00 ZZ
360 384,841.42 1
6.000 2,314.27 80
5.750 2,314.27
XXX XXXX XX 00000 2 11/25/02 00
354511703 01 01/01/03 0
1618501197 O 12/01/32
0
8448621 X12/787 F 449,600.00 ZZ
360 448,250.53 1
6.000 2,695.58 34
5.750 2,695.58
XXXXXXXXX XX 00000 2 11/13/02 00
354511704 03 01/01/03 0
1618501198 O 12/01/32
0
8448623 X12/787 F 395,000.00 ZZ
360 393,814.40 1
6.000 2,368.23 42
5.750 2,368.23
1
XXX XXXXX XX 00000 5 11/25/02 00
354511705 05 01/01/03 0
1618501199 O 12/01/32
0
8448625 X12/787 F 500,000.00 ZZ
360 499,001.99 1
6.000 2,997.76 53
5.750 2,997.76
XXXX XXXXX XX 00000 5 12/02/02 00
354511706 05 02/01/03 0
1618501200 O 01/01/33
0
8448629 X12/787 F 375,000.00 ZZ
360 373,874.44 1
6.000 2,248.32 75
5.750 2,248.32
XXXXXXXX XX 00000 5 11/21/02 00
354511997 03 01/01/03 0
1618501201 O 12/01/32
0
8448633 X12/787 F 649,000.00 ZZ
360 647,704.59 1
6.000 3,891.09 52
5.750 3,891.09
XXX XXXXXXXXX XX 00000 5 12/02/02 00
354511707 05 02/01/03 0
1618501202 O 01/01/33
0
8448635 X12/787 F 358,000.00 ZZ
360 356,925.46 1
6.000 2,146.40 42
5.750 2,146.40
XXXXXXXX XXXX XX 00000 5 11/22/02 00
354511708 05 01/01/03 0
0000000000 O 12/01/32
0
8448637 X12/787 F 340,000.00 ZZ
360 338,977.67 1
6.000 2,038.48 51
5.750 2,038.48
XXXXXXX XX 00000 5 11/25/02 00
354511709 03 01/01/03 0
1618501204 O 12/01/32
0
1
8448639 X12/787 F 385,000.00 ZZ
360 383,844.43 1
6.000 2,308.27 46
5.750 2,308.27
XXXXXXX XXXX XX 00000 5 11/22/02 00
354511710 05 01/01/03 0
1618501205 O 12/01/32
0
8448641 X12/787 F 525,000.00 ZZ
360 523,461.36 1
6.125 3,189.96 55
5.875 3,189.96
XXXX XXXXXX XX 00000 2 11/20/02 00
354511711 05 01/01/03 0
1618501206 O 12/01/32
0
8448643 X12/787 F 550,000.00 ZZ
360 548,924.09 1
6.125 3,341.86 57
5.875 3,341.86
XXXXXXX XX 00000 2 11/27/02 00
354511713 05 02/01/03 0
1618501208 O 01/01/33
0
8448645 X12/787 F 568,000.00 ZZ
360 566,335.35 1
6.125 3,451.23 65
5.875 3,451.23
XXXX XX 00000 2 11/24/02 00
354511714 05 01/01/03 0
1618501209 O 12/01/32
0
8448647 X12/787 F 324,000.00 ZZ
360 323,050.44 1
6.125 1,968.66 80
5.875 1,968.66
XXXXXXXXXX XXXX XX 00000 5 11/21/02 00
354511715 05 01/01/03 0
1618501210 O 12/01/32
0
8448649 X12/787 F 423,000.00 ZZ
360 421,760.28 1
1
6.125 2,570.20 58
5.875 2,570.20
XXXXXXX XX XX 00000 5 11/22/02 00
354511716 05 01/01/03 0
0000000000 O 12/01/32
0
8448651 X12/787 F 432,000.00 ZZ
360 430,295.33 1
6.125 2,624.88 60
5.875 2,624.88
XXXXXXX XX 00000 5 11/26/02 00
354511717 05 01/01/03 0
1618501212 O 12/01/32
0
8448653 X12/787 F 585,500.00 ZZ
360 583,784.06 1
6.125 3,557.56 59
5.875 3,557.56
XXXXXX XX 00000 5 11/21/02 00
354511718 05 01/01/03 0
1618501213 O 12/01/32
0
8448655 X12/787 F 450,000.00 ZZ
360 449,123.02 1
6.125 2,734.25 50
5.875 2,734.25
XXXXXXXXX XX 00000 5 12/02/02 00
354511719 05 02/01/03 0
1618501214 O 01/01/33
0
8448657 X12/787 F 348,000.00 ZZ
360 347,136.84 1
6.250 2,142.70 80
6.000 2,142.70
XXXXXXXX XX 00000 1 12/04/02 00
354511720 05 02/01/03 0
1618501215 O 01/01/33
0
8448659 X12/787 F 470,000.00 ZZ
360 467,529.61 1
6.250 2,893.88 68
6.000 2,893.88
XXXXXX XX 00000 5 11/22/02 00
354511722 05 01/01/03 0
1
1618501217 O 12/01/32
0
8448661 X12/787 F 440,000.00 ZZ
360 438,740.99 1
6.250 2,709.16 32
6.000 2,709.16
XX XXXXX XX 00000 2 11/22/02 00
354511723 05 01/01/03 0
1618501218 O 12/01/32
0
8448663 X12/787 F 378,000.00 ZZ
360 376,918.38 1
6.250 2,327.42 76
6.000 2,327.42
XXXXXXX XX 00000 2 11/23/02 00
354511724 05 01/01/03 0
1618501219 O 12/01/32
0
8448665 X12/787 F 350,000.00 ZZ
360 349,334.07 1
6.250 2,155.02 70
6.000 2,155.02
XXXXXX XX 00000 5 12/02/02 00
354511726 05 02/01/03 0
1618501221 O 01/01/33
0
8448667 X12/787 F 343,000.00 ZZ
360 340,957.87 1
6.250 2,111.91 59
6.000 2,111.91
XXXXXX XX 00000 5 11/18/02 00
354511728 05 01/01/03 0
1618501223 O 12/01/32
0
8448669 X12/787 F 552,000.00 ZZ
360 550,458.03 1
6.375 3,443.77 58
6.125 3,443.77
XXXXXX XXXX XX 00000 2 11/19/02 00
354511729 05 01/01/03 0
1618501224 O 12/01/32
0
1
8448671 X12/787 F 481,000.00 ZZ
360 479,656.38 1
6.375 3,000.82 65
6.125 3,000.82
XXX XXXXXXX XX 00000 2 11/20/02 00
354511731 05 01/01/03 0
1618501227 O 12/01/32
0
8448673 X12/787 F 567,000.00 ZZ
360 565,242.91 1
6.375 3,537.35 75
6.125 3,537.35
XXX XXXXX XX 00000 5 11/22/02 00
354511732 05 01/01/03 0
1618501228 O 12/01/32
0
8448677 X12/787 F 390,000.00 ZZ
360 388,910.57 1
6.375 2,433.10 57
6.125 2,433.10
XXX XXXXXXXX XX 00000 5 11/26/02 00
354511733 03 01/01/03 0
0000000000 O 12/01/32
0
8448679 X12/787 F 517,000.00 ZZ
360 515,590.26 1
6.500 3,267.80 64
6.250 3,267.80
XXXXXXX XX 00000 2 11/25/02 00
354511734 03 01/01/03 0
1618501230 O 12/01/32
0
8448681 X12/787 F 640,000.00 ZZ
360 638,199.51 1
6.500 4,045.24 79
6.250 4,045.24
XXX XXXXXX XX 00000 2 11/22/02 00
354511735 03 01/01/03 0
1618501231 O 12/01/32
0
8448683 X12/787 F 547,000.00 ZZ
360 545,508.46 1
6.500 3,457.42 70
6.250 3,457.42
1
XXXXXX XX 00000 2 11/22/02 00
354511736 03 01/01/03 0
1618501232 O 12/01/32
0
8448685 X12/787 F 436,000.00 ZZ
360 434,811.13 1
6.500 2,755.82 64
6.250 2,755.82
XXX XXXXXXX XX 00000 2 11/18/02 00
354511737 05 01/01/03 0
1618501233 O 12/01/32
0
8448687 X12/787 F 357,000.00 ZZ
360 356,049.84 1
6.625 2,285.92 67
6.375 2,285.92
XXXXXXXXX XXXXX XX 00000 2 11/29/02 00
354511738 03 01/01/03 0
1618501234 O 12/01/32
0
8448693 X12/787 F 503,200.00 ZZ
360 502,722.54 1
6.250 3,098.29 80
6.000 3,098.29
XXXXXXXXXX XX 00000 1 12/31/02 00
354512392 05 03/01/03 0
1618501238 O 02/01/33
0
8448697 X12/787 F 408,800.00 ZZ
360 408,040.71 1
6.375 2,550.39 41
6.125 2,550.39
XXXXXX XX 00000 2 12/18/02 00
354512240 05 02/01/03 0
1618501239 O 01/01/33
0
8448699 X12/787 F 470,700.00 ZZ
360 469,737.85 1
5.875 2,784.37 90
5.625 2,784.37
XXX XXXXXXX XX 00000 1 12/18/02 10
354512481 05 02/01/03 25
1618501241 O 01/01/33
0
1
8448701 X12/787 F 333,000.00 ZZ
360 332,684.03 1
6.250 2,050.34 80
6.000 2,050.34
XXXXXX XXXXXX XX 00000 2 01/07/03 00
354512528 05 03/01/03 0
1618501242 O 02/01/33
0
8448703 X12/787 F 528,000.00 ZZ
360 526,946.11 1
6.000 3,165.63 80
5.750 3,165.63
XXXXXXX XXXXXXX XX 00000 2 12/16/02 00
354512241 05 02/01/03 0
1618501247 O 01/01/33
0
8448705 X12/787 F 351,800.00 ZZ
360 351,177.51 1
6.625 2,252.62 70
6.375 2,252.62
XXXXXXXX XX 00000 2 12/18/02 00
354512482 05 02/01/03 0
0000000000 O 01/01/33
0
8448707 X12/787 F 400,000.00 ZZ
360 399,592.17 1
5.875 2,366.16 71
5.625 2,366.16
XXXXXXX XX 00000 2 01/03/03 00
354512483 03 03/01/03 0
1618501285 O 02/01/33
0
8448709 X12/787 F 337,000.00 ZZ
360 336,358.81 1
6.250 2,074.97 77
6.000 2,074.97
XXX XXXX XX 00000 2 12/26/02 00
354512127 05 02/01/03 0
1618501291 O 01/01/33
0
8448711 X12/787 F 340,000.00 ZZ
360 339,337.39 1
1
6.125 2,065.88 56
5.875 2,065.88
XXXXXXXXX XX 00000 5 12/06/02 00
354511742 05 02/01/03 0
1620400060 O 01/01/33
0
8448713 X12/787 F 385,000.00 ZZ
360 384,302.01 1
6.500 2,433.47 44
6.250 2,433.47
XXXXXXXXX XX 00000 2 12/11/02 00
354512395 05 02/01/03 0
1620400084 O 01/01/33
0
8448715 X12/787 F 358,000.00 ZZ
360 356,975.62 1
6.250 2,204.27 77
6.000 2,204.27
XXXXXX XX 00000 2 11/12/02 00
354510269 03 01/01/03 0
1622100130 O 12/01/32
0
8448719 X12/787 F 630,000.00 ZZ
360 628,109.06 1
6.000 3,777.17 71
5.750 3,777.17
XX XXXXXX XXXXX XX 00000 5 11/07/02 00
354512072 05 01/01/03 0
1622100131 O 12/01/32
0
8448721 X12/787 F 400,000.00 ZZ
360 398,855.45 1
6.250 2,462.87 70
6.000 2,462.87
XXXX XXXXXX XX 00000 5 11/25/02 00
354512073 03 01/01/03 0
1622100136 O 12/01/32
0
8448723 X12/787 F 500,000.00 ZZ
360 499,002.01 1
6.000 2,997.75 70
5.750 2,997.75
XXX XXXXXXXX XX 00000 5 12/09/02 00
354512398 03 02/01/03 0
1
1622100148 O 01/01/33
0
8448731 X12/787 F 488,000.00 ZZ
360 487,002.50 1
5.875 2,886.70 80
5.625 2,886.70
XXXXX XXX XX 00000 1 12/13/02 00
354512131 05 02/01/03 0
1622100157 O 01/01/33
0
8448735 X12/787 F 369,600.00 ZZ
360 369,240.77 1
6.125 2,245.73 80
5.875 2,245.73
XXX XXXX XX 00000 1 01/09/03 00
354512443 03 03/01/03 0
1622100168 O 02/01/33
0
8448737 X12/787 F 337,000.00 ZZ
360 336,374.08 1
6.375 2,102.44 83
6.125 2,102.44
XXXXXX XXXXXX XX 00000 2 12/10/02 01
354511498 05 02/01/03 25
1622200830 O 01/01/33
0
8448741 X12/787 F 380,000.00 ZZ
360 379,294.21 1
6.375 2,370.71 46
6.125 2,370.71
XXXXX XXXXXX XX 00000 2 12/30/02 00
354512485 03 02/01/03 0
1622200831 O 01/01/33
0
8448743 X12/787 F 600,000.00 ZZ
360 598,858.43 1
6.250 3,694.30 54
6.000 3,694.30
XXXXX XX 00000 2 12/23/02 00
354511932 05 02/01/03 0
1622200835 O 01/01/33
0
1
8448745 X12/787 F 382,000.00 ZZ
360 381,628.72 1
6.125 2,321.07 66
5.875 2,321.07
XXXXXXXXX XX 00000 5 01/03/03 00
354512401 05 03/01/03 0
1622200873 O 02/01/33
0
8448747 X12/787 F 353,188.00 ZZ
360 345,000.00 1
6.375 2,203.43 65
6.125 2,203.43
XXXXXX XXXXXXXX XX 00000 2 11/20/02 00
354510574 05 01/01/03 0
1622300069 O 12/01/32
0
8448749 X12/787 F 395,000.00 ZZ
360 391,289.60 1
6.000 2,368.22 79
5.750 2,368.22
XXXXXX XX 00000 2 12/10/02 00
354511637 05 02/01/03 0
1622300104 O 01/01/33
0
8448751 X12/787 F 608,000.00 ZZ
360 606,815.11 1
6.125 3,694.27 79
5.875 3,694.27
XXXXXX XXXXXXXX XX 00000 5 12/10/02 00
354512000 05 02/01/03 0
1622300115 O 01/01/33
0
8448753 X12/787 F 350,100.00 ZZ
360 349,767.81 1
6.250 2,155.63 90
6.000 2,155.63
XXXXXX XX 00000 1 01/09/03 10
354512402 05 03/01/03 25
1622300131 O 02/01/33
0
8448755 X12/787 F 600,000.00 ZZ
360 598,938.34 1
6.625 3,841.87 70
6.375 3,841.87
1
XXXXXXXX XX 00000 2 12/10/02 00
354512001 05 02/01/03 0
1622900311 O 01/01/33
0
8448759 X12/787 F 465,000.00 ZZ
360 464,177.21 1
6.625 2,977.45 75
6.375 2,977.45
XXXXXX XXXXX XX 00000 2 12/31/02 00
354512075 05 02/01/03 0
1622900324 O 01/01/33
0
8448763 X12/787 F 600,000.00 ZZ
360 598,830.68 1
6.125 3,645.67 50
5.875 3,645.67
XXXXXXXXXX XX 00000 2 12/26/02 00
354511937 05 02/01/03 0
1622900377 O 01/01/33
0
8448765 X12/787 F 334,000.00 ZZ
360 333,349.08 1
6.125 2,029.42 57
5.875 2,029.42
XXXXXXX XX 00000 2 12/16/02 00
354512076 05 02/01/03 0
1623404186 O 01/01/33
0
8448767 X12/787 F 364,000.00 ZZ
360 362,933.23 1
6.125 2,211.70 62
5.875 2,211.70
XXXXX XXX XX 00000 5 11/20/02 00
354511639 05 01/01/03 0
1623406344 O 12/01/32
0
8448769 X12/787 F 544,500.00 ZZ
360 543,360.30 1
5.750 3,177.55 75
5.500 3,177.55
XXXXX XXX XX 00000 5 12/19/02 00
354512134 03 02/01/03 0
1623406375 O 01/01/33
0
1
8448771 X12/787 F 423,950.00 ZZ
360 423,143.39 1
6.250 2,610.33 66
6.000 2,610.33
XXXXXX XX 00000 2 12/01/02 00
354511432 03 02/01/03 0
1623406402 O 01/01/33
0
8448811 X12/787 F 558,500.00 ZZ
360 557,339.55 1
6.250 3,438.78 51
6.000 3,438.78
XXXXXXX XXXXX XX 00000 2 12/03/02 00
354511176 05 02/01/03 0
0000000000 O 01/01/33
0
8448813 X12/787 F 610,000.00 ZZ
360 608,782.44 1
6.000 3,657.26 79
5.750 3,657.26
XXX XXXXXXXXX XX 00000 2 12/01/02 00
354512003 05 02/01/03 0
1623406428 O 01/01/33
0
8448815 X12/787 F 348,000.00 ZZ
360 347,305.39 1
6.000 2,086.44 80
5.750 2,086.44
XXXXXXXX XX 00000 2 12/13/02 00
354512135 05 02/01/03 0
1623406429 O 01/01/33
0
8448817 X12/787 F 407,600.00 ZZ
360 406,786.43 1
6.000 2,443.77 79
5.750 2,443.77
XXXXXX XX 00000 2 12/09/02 00
354512317 03 02/01/03 0
1623406431 O 01/01/33
0
8448819 X12/787 F 440,000.00 ZZ
360 439,142.50 1
1
6.125 2,673.49 62
5.875 2,673.49
XXXXXXXXXX XX 00000 2 12/16/02 00
354512247 05 02/01/03 0
1623406438 O 01/01/33
0
8448823 X12/787 F 410,000.00 ZZ
360 409,200.98 1
6.125 2,491.20 62
5.875 2,491.20
XXXXXXXX XXXXXX XX 00000 2 12/11/02 00
354512318 03 02/01/03 0
1623406442 O 01/01/33
0
8448825 X12/787 F 346,000.00 ZZ
360 345,325.71 1
6.125 2,102.33 73
5.875 2,102.33
XXX XXXXXXX XX 00000 5 12/13/02 00
354512319 05 02/01/03 0
1623406443 O 01/01/33
0
8448827 X12/787 F 650,000.00 ZZ
360 648,733.25 1
6.125 3,949.47 65
5.875 3,949.47
XX XXXXXXX XX 00000 2 12/13/02 00
354512320 05 02/01/03 0
1623406444 O 01/01/33
0
8448829 X12/787 F 365,000.00 ZZ
360 364,199.15 1
5.500 2,072.43 67
5.250 2,072.43
XXXXXXXXXX XXXX XX 00000 5 12/19/02 00
354512187 03 02/01/03 0
1623406447 O 01/01/33
0
8448833 X12/787 F 540,000.00 ZZ
360 538,922.17 1
6.000 3,237.57 42
5.750 3,237.57
XXXXXX XX 00000 5 12/27/02 00
354512321 05 02/01/03 0
1
1623406450 O 01/01/33
0
8448835 X12/787 F 438,000.00 ZZ
360 437,104.69 1
5.875 2,590.94 68
5.625 2,590.94
XX XXXXXX XXXXX XX 00000 2 12/30/02 00
354512486 05 02/01/03 0
1623406452 O 01/01/33
0
8448839 X12/787 F 356,000.00 ZZ
360 355,272.32 1
5.875 2,105.87 70
5.625 2,105.87
XXXXXXX XX 00000 2 12/20/02 00
354512322 05 02/01/03 0
1623406453 O 01/01/33
0
8448841 X12/787 F 465,000.00 ZZ
360 464,537.09 1
6.000 2,787.91 70
5.750 2,787.91
XXXXX XXXXX XX 00000 5 01/03/03 00
354512188 03 03/01/03 0
0000000000 O 02/01/33
0
8448843 X12/787 F 354,000.00 ZZ
360 353,147.59 1
6.000 2,122.41 49
5.750 2,122.41
XXX XXXXX XX 00000 2 01/01/03 00
354512286 05 03/01/03 0
1623406465 O 02/01/33
0
8448845 X12/787 F 450,000.00 ZZ
360 449,530.17 1
5.750 2,626.08 57
5.500 2,626.08
XXXXXX XX 00000 2 01/13/03 00
354512488 05 03/01/03 0
1623406491 O 02/01/33
0
1
8448847 X12/787 F 384,000.00 ZZ
360 383,251.66 1
6.125 2,333.22 80
5.875 2,333.22
XXXXXXXXX XX 00000 2 12/24/02 00
354512189 05 02/01/03 0
1624100101 O 01/01/33
0
8448849 X12/787 F 588,000.00 ZZ
360 585,810.84 1
6.250 3,620.42 80
6.000 3,620.42
XXXXXX XX 00000 2 12/10/02 00
354511853 05 02/01/03 0
1624100144 O 01/01/33
0
8448853 X12/787 F 328,000.00 ZZ
360 327,375.94 1
6.250 2,019.55 80
6.000 2,019.55
XXXXXXXXXXX XX 00000 2 12/13/02 00
354511754 03 02/01/03 0
1624100147 O 01/01/33
0
8448855 X12/787 F 344,000.00 ZZ
360 343,329.60 1
6.125 2,090.18 79
5.875 2,090.18
XXXXXXXXX XX 00000 2 12/09/02 00
354511640 05 02/01/03 0
1624100154 O 01/01/33
0
8448859 X12/787 F 371,500.00 ZZ
360 370,793.18 1
6.250 2,287.39 73
6.000 2,287.39
XXXXXXXXX XX 00000 2 12/24/02 00
354511855 05 02/01/03 0
1624100159 O 01/01/33
0
8448861 X12/787 F 360,000.00 ZZ
360 359,298.41 1
6.125 2,187.40 80
5.875 2,187.40
1
XXXXXX XX 00000 1 12/20/02 00
354512288 05 02/01/03 0
1624400095 O 01/01/33
0
8448863 X12/787 F 349,000.00 ZZ
360 348,335.99 1
6.250 2,148.85 40
6.000 2,148.85
XXXXXX XX 00000 2 12/05/02 00
354511756 03 02/01/03 0
1624400097 O 01/01/33
0
8448865 X12/787 F 620,000.00 ZZ
360 618,820.37 1
6.250 3,817.45 80
6.000 3,817.45
XXXXXX XX 00000 1 12/23/02 00
354512005 03 02/01/03 0
1624400098 O 01/01/33
0
8448867 X12/787 F 381,000.00 ZZ
360 379,084.49 1
6.000 2,284.29 33
5.750 2,284.29
XXXXX XXXXX XX 00000 2 09/16/02 00
354508242 05 11/01/02 0
1624700283 O 10/01/32
0
8448869 X12/787 F 457,000.00 ZZ
360 456,130.50 1
6.250 2,813.83 79
6.000 2,813.83
XXXXXXXXXX XX 00000 2 12/10/02 00
354511856 05 02/01/03 0
1624700368 O 01/01/33
0
8448871 X12/787 F 400,000.00 ZZ
360 399,238.95 1
6.250 2,462.87 80
6.000 2,462.87
XXXXXXXXXX XX 00000 1 12/20/02 00
354511585 05 02/01/03 0
1624700370 O 01/01/33
0
1
8448873 X12/787 F 390,200.00 ZZ
360 389,439.56 1
6.125 2,370.90 68
5.875 2,370.90
XXX XXXXX XX 00000 2 12/26/02 00
354512007 03 02/01/03 0
1624700372 O 01/01/33
0
8448875 X12/787 F 608,000.00 ZZ
360 606,729.81 1
6.125 3,694.27 80
5.875 3,694.27
XXXXXX XX 00000 2 12/11/02 00
354512080 03 02/01/03 0
1625100399 O 01/01/33
0
8448879 X12/787 F 385,000.00 ZZ
360 384,351.25 1
6.875 2,529.18 64
6.625 2,529.18
XXXX XXXX XX 00000 5 12/12/02 00
354512193 05 02/01/03 0
1625100917 O 01/01/33
0
8448881 X12/787 F 520,000.00 ZZ
360 518,058.07 1
6.375 3,244.13 80
6.125 3,244.13
XXXXXXXXX XX 00000 1 10/08/02 00
354512289 05 12/01/02 0
1625101027 O 11/01/32
0
8448883 X12/787 F 435,000.00 ZZ
360 433,842.26 1
6.625 2,785.35 69
6.375 2,785.35
XXXXXX XX 00000 4 11/08/02 00
354512142 05 01/01/03 0
1625101165 O 12/01/32
0
8448885 X12/787 F 450,000.00 ZZ
360 448,772.95 1
1
6.500 2,844.31 70
6.250 2,844.31
XXXXX XX 00000 5 11/06/02 00
354512082 05 01/01/03 0
1625101190 O 12/01/32
0
8448887 X12/787 F 444,750.00 ZZ
360 443,446.55 1
6.125 2,702.35 75
5.875 2,702.35
XXX XXXX XX 00000 5 11/26/02 00
354512196 05 01/01/03 0
1625101217 O 12/01/32
0
8448889 X12/787 F 393,750.00 ZZ
360 392,676.33 1
6.500 2,488.77 75
6.250 2,488.77
XXX XXXX XX 00000 5 11/05/02 00
354511759 05 01/01/03 0
1625101225 O 12/01/32
0
8448891 X12/787 F 503,000.00 ZZ
360 501,525.82 1
6.125 3,056.29 67
5.875 3,056.29
XXXXXX XX 00000 5 11/25/02 00
354511857 05 01/01/03 0
0000000000 O 12/01/32
0
8448893 X12/787 F 352,000.00 ZZ
360 351,673.97 1
6.375 2,196.03 80
6.125 2,196.03
XXXXXXXX XXXXX XX 00000 2 01/02/03 00
354512405 05 03/01/03 0
1625101246 O 02/01/33
0
8448895 X12/787 F 473,500.00 ZZ
360 472,577.21 1
6.125 2,877.04 79
5.875 2,877.04
XXXX XXXXX XX 00000 2 12/11/02 00
354512011 05 02/01/03 0
1
1625101251 O 01/01/33
0
8448897 X12/787 F 548,000.00 ZZ
360 546,957.37 1
6.250 3,374.13 68
6.000 3,374.13
XXXXXXXXX XX 00000 2 12/04/02 00
354511762 05 02/01/03 0
1625101274 O 01/01/33
0
8448903 X12/787 F 376,000.00 ZZ
360 375,249.51 1
6.000 2,254.31 21
5.750 2,254.31
XXXXXX XX 00000 2 12/25/02 00
354512198 05 02/01/03 0
1625101279 O 01/01/33
0
8448907 X12/787 F 418,000.00 ZZ
360 417,223.64 1
6.375 2,607.78 80
6.125 2,607.78
XXXXXXXXXX XX 00000 2 12/06/02 00
354511942 03 02/01/03 0
1625101282 O 01/01/33
0
8448911 X12/787 F 340,000.00 ZZ
360 339,072.88 1
6.500 2,149.04 80
6.250 2,149.04
XXXXXXXXX XX 00000 1 11/16/02 00
354512291 05 01/01/03 0
1625101285 O 12/01/32
0
8448913 X12/787 F 459,000.00 ZZ
360 458,061.77 1
5.875 2,715.16 72
5.625 2,715.16
XXXX XXXXX XX 00000 2 12/18/02 00
354511943 01 02/01/03 0
1625101296 O 01/01/33
0
1
8448915 X12/787 F 420,000.00 ZZ
360 419,181.48 1
6.125 2,551.97 74
5.875 2,551.97
XXXXX XX XX 00000 2 12/18/02 00
354511763 05 02/01/03 0
1625101298 O 01/01/33
0
8448917 X12/787 F 450,000.00 ZZ
360 449,573.02 1
6.250 2,770.73 77
6.000 2,770.73
XXXXXX XX 00000 2 01/02/03 00
354512539 05 03/01/03 0
1625101326 O 02/01/33
0
8448919 X12/787 F 435,000.00 ZZ
360 434,597.11 1
6.375 2,713.83 73
6.125 2,713.83
XXXXXXX XXXX XX 00000 5 01/03/03 00
354512448 05 03/01/03 0
1625101348 O 02/01/33
0
8448925 X12/787 F 385,600.00 ZZ
360 384,934.15 1
6.750 2,500.99 80
6.500 2,500.99
XXXXXXXXX XX 00000 1 11/26/02 00
354512013 05 02/01/03 0
1625101378 O 01/01/33
0
8448927 X12/787 F 382,000.00 ZZ
360 381,273.20 1
6.250 2,352.04 80
6.000 2,352.04
XXX XXXX XX 00000 1 12/17/02 00
354512449 03 02/01/03 0
1625101390 O 01/01/33
0
8448929 X12/787 F 371,000.00 T
360 370,390.00 1
7.000 2,468.28 67
6.750 2,468.28
1
XXXXX XXXX XX 00000 5 12/20/02 00
354511946 01 02/01/03 0
1625101391 O 01/01/33
0
8448931 X12/787 F 396,200.00 ZZ
360 395,498.95 1
6.625 2,536.91 80
6.375 2,536.91
XXXXXXXX XX 00000 1 11/26/02 00
354511947 05 02/01/03 0
1625101396 O 01/01/33
0
8448933 X12/787 F 400,000.00 ZZ
360 398,827.72 1
6.125 2,430.44 62
5.875 2,430.44
XXXXXXXXXX XX 00000 1 11/26/02 00
354511948 05 01/01/03 0
1625101398 O 12/01/32
0
8448935 X12/787 F 328,000.00 ZZ
360 327,390.81 1
6.375 2,046.29 80
6.125 2,046.29
XXXXXXXXX XX 00000 5 12/02/02 00
354512450 05 02/01/03 0
1625101403 O 01/01/33
0
8448937 X12/787 F 360,000.00 ZZ
360 359,347.36 1
6.500 2,275.44 71
6.250 2,275.44
XXX XXXXXX XX 00000 5 12/13/02 00
354511949 05 02/01/03 0
1625101408 O 01/01/33
0
8448939 X12/787 F 358,000.00 ZZ
360 357,268.21 1
5.875 2,117.71 73
5.625 2,117.71
XXXXXXXXXXXXX XX 00000 2 12/12/02 00
354511765 03 02/01/03 0
1625101414 O 01/01/33
0
1
8448941 X12/787 F 380,000.00 ZZ
360 379,311.08 1
6.500 2,401.86 58
6.250 2,401.86
XXXXXXX XX 00000 5 12/12/02 00
354512199 05 02/01/03 0
1625101415 O 01/01/33
0
8448943 X12/787 F 429,000.00 ZZ
360 428,203.19 1
6.375 2,676.41 65
6.125 2,676.41
XXXXX XX XX 00000 5 12/16/02 00
354512540 05 02/01/03 0
1625101418 O 01/01/33
0
8448945 X12/787 F 381,150.00 ZZ
360 380,442.08 1
6.375 2,377.88 80
6.125 2,377.88
XXXXXX XXXXXX XX 00000 1 12/26/02 00
354512451 05 02/01/03 0
1625101421 O 01/01/33
0
8448947 X12/787 F 395,000.00 ZZ
360 394,173.20 1
5.750 2,305.12 65
5.500 2,305.12
XXXXXXX XX 00000 2 12/20/02 00
354512294 05 02/01/03 0
1625101422 O 01/01/33
0
8448949 X12/787 F 452,000.00 ZZ
360 451,219.47 1
6.750 2,931.67 80
6.500 2,931.67
XXXXXXX XX 00000 5 12/17/02 00
354512014 05 02/01/03 0
1625101425 O 01/01/33
0
8448953 X12/787 F 399,000.00 ZZ
360 398,203.59 1
1
6.000 2,392.21 69
5.750 2,392.21
XXX XXXXX XX 00000 5 12/19/02 00
354512541 05 02/01/03 0
0000000000 O 01/01/33
0
8448955 X12/787 F 368,000.00 ZZ
360 367,299.84 1
6.250 2,265.84 80
6.000 2,265.84
XXXX XXXXX XX 00000 5 12/20/02 00
354512015 05 02/01/03 0
1625101439 O 01/01/33
0
8448961 X12/787 F 400,000.00 ZZ
360 399,620.46 1
6.250 2,462.87 80
6.000 2,462.87
XXXXXX XXXXXXX XX 00000 1 01/14/03 00
354512542 03 03/01/03 0
1625101448 O 02/01/33
0
8448963 X12/787 F 364,000.00 ZZ
360 363,307.44 1
6.250 2,241.21 76
6.000 2,241.21
XXXXXX XX 00000 2 12/20/02 00
354511591 03 02/01/03 0
1625200057 O 01/01/33
0
8448965 X12/787 F 444,000.00 ZZ
360 443,155.25 1
6.250 2,733.78 74
6.000 2,733.78
XXXXXXXXX XXXXX XX 00000 2 12/23/02 00
354511951 05 02/01/03 0
1625200060 O 01/01/33
0
8448967 X12/787 F 560,000.00 ZZ
360 558,152.71 1
5.500 3,179.62 70
5.250 3,179.62
XXXXXXXX XX 00000 2 11/27/02 00
354511767 03 01/01/03 0
1
1625400138 O 12/01/32
0
8448969 X12/787 F 340,000.00 ZZ
360 339,253.98 1
5.500 1,930.49 80
5.250 1,930.49
XXXXXXXXXX XX 00000 1 12/16/02 00
354511768 05 02/01/03 0
1625400139 O 01/01/33
0
8448971 X12/787 F 370,000.00 ZZ
360 369,188.17 1
5.500 2,100.82 89
5.250 2,100.82
XXX XXXXXXX XX 00000 1 12/09/02 11
354511769 05 02/01/03 25
1625400140 O 01/01/33
0
8448973 X12/787 F 412,000.00 ZZ
360 407,299.20 1
5.625 2,371.71 66
5.375 2,371.71
XXXXXXXX XXXXX XX 00000 5 12/06/02 00
354511770 05 02/01/03 0
1625400141 O 01/01/33
0
8448975 X12/787 F 330,000.00 ZZ
360 329,292.76 1
5.625 1,899.67 63
5.375 1,899.67
XXXXXXXX XXXX XX 00000 5 12/04/02 00
354511771 03 02/01/03 0
0000000000 O 01/01/33
0
8448977 X12/787 F 420,000.00 ZZ
360 419,099.52 1
5.625 2,417.76 56
5.375 2,417.76
XXXXXXXX XX 00000 5 12/06/02 00
354511772 05 02/01/03 0
1625400143 O 01/01/33
0
1
8448979 X12/787 F 408,000.00 ZZ
360 407,146.00 1
5.750 2,380.98 80
5.500 2,380.98
XXXXXXX XX 00000 1 12/04/02 00
354511773 05 02/01/03 0
1625400144 O 01/01/33
0
8448981 X12/787 F 470,000.00 ZZ
360 468,520.78 1
5.750 2,742.80 70
5.500 2,742.80
XXXXX XXXXXX XX 00000 1 11/26/02 00
354512326 05 01/01/03 0
1625400145 O 12/01/32
0
8448983 X12/787 F 375,000.00 ZZ
360 374,233.47 1
5.875 2,218.27 62
5.625 2,218.27
XXXXXXXXXX XX 00000 1 12/04/02 00
354511774 05 02/01/03 0
1625400147 O 01/01/33
0
8448985 X12/787 F 580,000.00 ZZ
360 578,217.29 1
5.875 3,430.92 52
5.625 3,430.92
XXX XXXXXXXXX XX 00000 1 11/27/02 00
354511775 05 01/01/03 0
1625400148 O 12/01/32
0
8448987 X12/787 F 480,000.00 ZZ
360 479,018.82 1
5.875 2,839.39 66
5.625 2,839.39
XXX XXXX XX 00000 1 12/11/02 00
354511776 05 02/01/03 0
1625400149 O 01/01/33
0
8448989 X12/787 F 383,350.00 ZZ
360 382,566.38 1
5.875 2,267.67 80
5.625 2,267.67
1
XXXXXXXXX XX 00000 1 12/04/02 00
354511777 03 02/01/03 0
1625400150 O 01/01/33
0
8448991 X12/787 F 480,000.00 ZZ
360 478,559.27 1
6.000 2,877.85 80
5.750 2,877.85
XXXXXXXXXX XX 00000 2 11/27/02 00
354511778 03 01/01/03 0
1625400151 O 12/01/32
0
8448993 X12/787 F 405,000.00 ZZ
360 404,191.62 1
6.000 2,428.18 75
5.750 2,428.18
XXXXXXXXX XX 00000 1 12/05/02 00
354511779 05 02/01/03 0
1625400152 O 01/01/33
0
8448997 X12/787 F 650,000.00 ZZ
360 648,702.60 1
6.000 3,897.08 77
5.750 3,897.08
XXXXXXXXX XX 00000 1 12/16/02 00
354511780 05 02/01/03 0
1625400153 O 01/01/33
0
8448999 X12/787 F 500,000.00 ZZ
360 498,499.24 1
6.000 2,997.76 49
5.750 2,997.76
XXXX XXXX XX 00000 5 11/26/02 00
354511781 05 01/01/03 0
1625400154 O 12/01/32
0
8449005 X12/787 F 429,998.00 ZZ
360 429,139.72 1
6.000 2,578.06 71
5.750 2,578.06
XXXXXXXXXXXX XX 00000 1 12/04/02 00
354511782 03 02/01/03 0
1625400155 O 01/01/33
0
1
8449009 X12/787 F 488,000.00 ZZ
360 487,025.95 1
6.000 2,925.81 80
5.750 2,925.81
XXXXXXXXXXX XX 00000 1 12/10/02 00
354511783 05 02/01/03 0
1625400156 O 01/01/33
0
8449011 X12/787 F 451,500.00 ZZ
360 450,144.80 1
6.000 2,706.98 75
5.750 2,706.98
XXXXXXXX XX 00000 2 11/22/02 00
354511784 05 01/01/03 0
1625400157 O 12/01/32
0
8449013 X12/787 F 340,000.00 ZZ
360 339,321.35 1
6.000 2,038.48 80
5.750 2,038.48
XXX XXXXXXX XX 00000 1 12/09/02 00
354511785 01 02/01/03 0
1625400158 O 01/01/33
0
8449017 X12/787 F 472,800.00 ZZ
360 471,856.29 1
6.000 2,834.68 80
5.750 2,834.68
XXX XXXXX XX 00000 1 12/05/02 00
354511786 05 02/01/03 0
0000000000 O 01/01/33
0
8449019 X12/787 F 476,000.00 ZZ
360 475,049.89 1
6.000 2,853.87 80
5.750 2,853.87
XXXXXXX XX 00000 1 12/04/02 00
354511787 05 02/01/03 0
1625400160 O 01/01/33
0
8449093 X12/787 F 410,000.00 ZZ
360 408,998.57 1
1
6.000 2,458.16 56
5.750 2,458.16
XXXXXX XX 00000 5 12/05/02 00
354511788 05 02/01/03 0
1625400161 O 01/01/33
0
8449095 X12/787 F 520,000.00 ZZ
360 518,962.07 1
6.000 3,117.67 63
5.750 3,117.67
XXXXXXX XXXXX XX 00000 1 12/04/02 00
354511789 05 02/01/03 0
1625400162 O 01/01/33
0
8449097 X12/787 F 408,000.00 ZZ
360 406,804.24 1
6.125 2,479.06 49
5.875 2,479.06
XXXXXXX XXXX XX 00000 2 11/21/02 00
354511790 05 01/01/03 0
1625400163 O 12/01/32
0
8449099 X12/787 F 500,000.00 ZZ
360 498,472.35 1
6.125 3,038.06 46
5.875 3,038.06
XXXXXX XX 00000 2 11/29/02 00
354511791 05 01/01/03 0
1625400164 O 12/01/32
0
8449103 X12/787 F 400,000.00 ZZ
360 399,220.45 1
6.125 2,430.45 48
5.875 2,430.45
XXXXX XX 00000 1 12/10/02 00
354511792 05 02/01/03 0
1625400165 O 01/01/33
0
8449109 X12/787 F 568,000.00 ZZ
360 566,893.06 1
6.125 3,451.23 69
5.875 3,451.23
XXXXXX XXXX XX 00000 2 12/10/02 00
354511793 05 02/01/03 0
1
1625400166 O 01/01/33
0
8449111 X12/787 F 470,400.00 ZZ
360 469,483.27 1
6.125 2,858.20 80
5.875 2,858.20
XXXXXXXXX XX 00000 1 12/09/02 00
354511794 03 02/01/03 0
0000000000 O 01/01/33
0
8449113 X12/787 F 369,920.00 ZZ
360 368,597.54 1
6.125 2,247.68 80
5.875 2,247.68
XXXXXXXX XX 00000 1 12/13/02 00
354511795 03 02/01/03 0
1625400168 O 01/01/33
0
8449115 X12/787 F 559,000.00 ZZ
360 557,408.03 1
6.125 3,396.55 66
5.875 3,396.55
XXXXXXXX XX 00000 2 12/05/02 00
354511796 05 02/01/03 0
1625400169 O 01/01/33
0
8449117 X12/787 F 640,000.00 ZZ
360 638,752.74 1
6.125 3,888.71 80
5.875 3,888.71
XXXXXXXX XXXX XX 00000 1 12/13/02 00
354511797 05 02/01/03 0
1625400170 O 01/01/33
0
8449119 X12/787 F 400,000.00 ZZ
360 399,238.95 1
6.250 2,462.87 48
6.000 2,462.87
XXXXXXX XXXX XX 00000 5 12/10/02 00
354511800 05 02/01/03 0
1625400173 O 01/01/33
0
1
8449121 X12/787 F 375,300.00 ZZ
360 374,170.65 1
6.375 2,341.39 54
6.125 2,341.39
XXXXXXX XX 00000 2 12/03/02 00
354511801 05 02/01/03 0
1625400174 O 01/01/33
0
8449123 X12/787 F 406,000.00 ZZ
360 405,245.92 1
6.375 2,532.92 57
6.125 2,532.92
XXXXXXXXX XX 00000 5 12/06/02 00
354511802 05 02/01/03 0
0000000000 O 01/01/33
0
8449125 X12/787 F 500,000.00 ZZ
360 499,025.58 1
6.125 3,038.05 53
5.875 3,038.05
XXXXXXXXXX XXXX XX 00000 1 12/05/02 00
354511952 03 02/01/03 0
1625600195 O 01/01/33
0
8449127 X12/787 F 579,600.00 ZZ
360 577,980.96 1
6.375 3,615.95 80
6.125 3,615.95
XXXXXXXX XXXX XX 00000 1 11/26/02 00
354511069 03 01/01/03 0
0000000000 O 12/01/32
0
8449129 X12/787 F 490,000.00 ZZ
360 488,998.39 1
5.875 2,898.54 77
5.625 2,898.54
XXXXX XXXXX XX 00000 1 12/10/02 00
354511953 05 02/01/03 0
1625600214 O 01/01/33
0
8449135 X12/787 F 359,700.00 ZZ
360 358,982.05 1
6.000 2,156.58 80
5.750 2,156.58
1
XXXXXX XX 00000 1 12/13/02 00
354511808 03 02/01/03 0
1625600671 O 01/01/33
0
8449137 X12/787 F 437,000.00 ZZ
360 436,604.94 1
6.500 2,762.14 61
6.250 2,762.14
XXXXX XXX XX 00000 2 01/07/03 00
354512452 05 03/01/03 0
0000000000 O 02/01/33
0
8449139 X12/787 F 363,950.00 ZZ
360 363,223.57 1
6.000 2,182.06 80
5.750 2,182.06
XXXXXX XX 00000 1 12/17/02 00
354511957 03 02/01/03 0
1625600679 O 01/01/33
0
8449141 X12/787 F 351,200.00 ZZ
360 350,515.56 1
6.125 2,133.93 80
5.875 2,133.93
XX XXXXXX XXXXX XX 00000 1 12/18/02 00
354512085 05 02/01/03 0
1625600682 O 01/01/33
0
8449143 X12/787 F 710,000.00 T
360 708,016.69 1
6.375 4,429.48 65
6.125 4,429.48
XXXXXXXXXX XX 00000 2 11/08/02 00
354512203 05 01/01/03 0
1625700039 O 12/01/32
0
8449145 X12/787 F 351,200.00 T
360 350,593.54 1
6.750 2,277.88 80
6.500 2,277.88
XXXXXXXX XX 00000 1 12/13/02 00
354512366 05 02/01/03 0
1625700040 O 01/01/33
0
1
8449147 X12/787 F 390,000.00 ZZ
360 389,183.69 1
5.750 2,275.93 46
5.500 2,275.93
XXXXXXXX XXXXX XX 00000 5 12/12/02 00
354512146 05 02/01/03 0
1625900024 O 01/01/33
0
8449151 X12/787 F 355,000.00 ZZ
360 354,387.00 1
6.750 2,302.52 73
6.500 2,302.52
XXXXXXX XXXX XX 00000 5 12/20/02 00
354512296 03 02/01/03 0
1626300013 O 01/01/33
0
8449153 X12/787 F 399,920.00 ZZ
360 399,194.97 1
6.500 2,527.77 80
6.250 2,527.77
XXXXXXXXXX XX 00000 1 12/12/02 00
354511965 03 02/01/03 0
1626700026 O 01/01/33
0
8449157 X12/787 F 406,700.00 ZZ
360 406,314.10 1
6.250 2,504.13 79
6.000 2,504.13
XXXX XXXXXX XX 00000 2 12/31/02 00
354512212 03 03/01/03 0
0000000000 O 02/01/33
0
8449159 X12/787 F 419,000.00 ZZ
360 418,163.67 1
6.000 2,512.12 70
5.750 2,512.12
XXXXX XXXXXXXX XX 00000 5 12/24/02 00
354512021 05 02/01/03 0
1626700149 O 01/01/33
0
8449161 X12/787 F 432,000.00 ZZ
360 431,197.63 1
1
6.375 2,695.12 60
6.125 2,695.12
XXXXXXXXX XX 00000 5 12/04/02 00
354511078 05 02/01/03 0
1627200035 O 01/01/33
0
8449163 X12/787 F 377,600.00 ZZ
360 376,545.22 1
6.375 2,355.73 80
6.125 2,355.73
PRIOR XXXX XX 00000 2 11/22/02 00
354511079 03 01/01/03 0
1627300153 O 12/01/32
0
8449167 X12/787 F 645,000.00 T
360 643,772.81 1
6.250 3,971.38 41
6.000 3,971.38
XXXXXX XX 00000 2 12/16/02 00
354512023 05 02/01/03 0
1627300182 O 01/01/33
0
8449169 X12/787 F 350,000.00 ZZ
360 349,334.09 1
6.250 2,155.01 70
6.000 2,155.01
XXXXX XX 00000 5 12/13/02 00
354512024 05 02/01/03 0
0000000000 O 01/01/33
0
8449171 X12/787 F 425,000.00 ZZ
360 424,151.70 1
6.000 2,548.09 60
5.750 2,548.09
XXXXX XX 00000 2 12/10/02 00
354512025 05 02/01/03 0
1627300184 O 01/01/33
0
8449173 X12/787 F 550,000.00 ZZ
360 549,002.90 1
6.500 3,476.37 70
6.250 3,476.37
XXXXXX XX 00000 1 12/06/02 00
354512214 03 02/01/03 0
1
1627300185 O 01/01/33
0
8449175 X12/787 F 410,000.00 ZZ
360 409,219.93 1
6.250 2,524.44 80
6.000 2,524.44
XXXXXX XX 00000 1 12/11/02 00
354512221 05 02/01/03 0
1627500003 O 01/01/33
0
8449177 X12/787 F 470,000.00 ZZ
360 468,687.11 1
6.375 2,932.19 68
6.125 2,932.19
XXXXXXXX XX 00000 5 11/08/02 00
354510232 05 01/01/03 0
1627600127 O 12/01/32
0
8449179 X12/787 F 540,000.00 ZZ
360 537,884.47 1
6.125 3,281.10 80
5.875 3,281.10
XXXXXXXXX XXXXX XX 00000 1 11/01/02 00
354512333 05 12/01/02 0
1627800557 O 11/01/32
0
8449181 X12/787 F 397,800.00 ZZ
360 396,688.78 2
6.375 2,481.76 68
6.125 2,481.76
XXXXXXXX XX 00000 2 11/29/02 00
354512027 05 01/01/03 0
1627800603 O 12/01/32
0
8449185 X12/787 F 352,100.00 ZZ
360 351,092.47 1
6.250 2,167.95 49
6.000 2,167.95
XXX XXXXXXX XX 00000 2 11/15/02 00
354512160 05 01/01/03 0
1627800619 O 12/01/32
0
1
8449189 X12/787 F 337,700.00 ZZ
360 337,057.48 1
6.250 2,079.28 73
6.000 2,079.28
XXXXXXX XX 00000 2 12/06/02 00
354512030 03 02/01/03 0
1627800645 O 01/01/33
0
8449191 X12/787 F 396,700.00 ZZ
360 395,591.74 1
6.375 2,474.90 80
6.125 2,474.90
XXXXXXX XX 00000 2 12/02/02 00
354512031 05 01/01/03 0
1627800664 O 12/01/32
0
8449193 X12/787 F 500,000.00 ZZ
360 498,669.25 1
6.625 3,201.56 33
6.375 3,201.56
XXXXXXX XX 00000 2 11/16/02 00
354511650 05 01/01/03 0
0000000000 O 12/01/32
0
8449195 X12/787 F 331,700.00 ZZ
360 330,750.86 1
6.250 2,042.34 49
6.000 2,042.34
XXXXXXXX XX 00000 2 11/23/02 00
354512265 03 01/01/03 0
1627800701 O 12/01/32
0
8449199 X12/787 F 550,400.00 ZZ
360 549,274.93 1
5.875 3,255.83 44
5.625 3,255.83
XXXXXX XX 00000 5 12/23/02 00
354512408 05 02/01/03 0
1627800705 O 01/01/33
0
8449201 X12/787 F 478,000.00 ZZ
360 477,154.21 1
6.625 3,060.69 44
6.375 3,060.69
1
XXXXXX XX 00000 2 12/17/02 00
354512032 05 02/01/03 0
1627800709 O 01/01/33
0
8449203 X12/787 F 443,100.00 ZZ
360 442,296.69 1
6.500 2,800.70 46
6.250 2,800.70
XXXXXXX XX 00000 2 12/13/02 00
354512033 05 02/01/03 0
1627800719 O 01/01/33
0
8449207 X12/787 F 359,200.00 ZZ
360 357,530.13 1
5.875 2,124.81 80
5.625 2,124.81
XXXXXX XX 00000 1 10/28/02 00
354512034 05 12/01/02 0
1627800722 O 11/01/32
0
8449211 X12/787 F 427,200.00 ZZ
360 426,425.51 1
6.500 2,700.20 62
6.250 2,700.20
XXX XXXX XX 00000 2 12/19/02 00
354512409 05 02/01/03 0
1627800728 O 01/01/33
0
8449215 X12/787 F 441,550.00 ZZ
360 440,345.99 1
6.500 2,790.90 90
6.250 2,790.90
XXXXXXXX XX 00000 1 11/26/02 12
354512087 03 01/01/03 25
1627800733 O 12/01/32
0
8449219 X12/787 F 421,600.00 ZZ
360 420,393.63 1
6.250 2,595.87 75
6.000 2,595.87
XXXXXXXXX XX 00000 2 12/02/02 00
354512497 05 01/01/03 0
1627800741 O 12/01/32
0
1
8449223 X12/787 F 337,500.00 ZZ
360 336,917.20 1
6.750 2,189.02 69
6.500 2,189.02
XXXXXXX XX 00000 2 12/20/02 00
354512410 03 02/01/03 0
1627800746 O 01/01/33
0
8449227 X12/787 F 401,200.00 ZZ
360 400,454.84 1
6.375 2,502.97 47
6.125 2,502.97
XXXXXX XX 00000 5 12/17/02 00
354511824 05 02/01/03 0
1627800776 O 01/01/33
0
8449235 X12/787 F 405,200.00 ZZ
360 404,410.33 1
6.125 2,462.04 68
5.875 2,462.04
XXXXXXXX XXXX XX 00000 5 12/13/02 00
354512412 05 02/01/03 0
1627800777 O 01/01/33
0
8449239 X12/787 F 518,800.00 ZZ
360 517,205.40 1
5.875 3,068.90 72
5.625 3,068.90
XXXXXXXX XX 00000 2 11/23/02 00
354511825 03 01/01/03 0
0000000000 O 12/01/32
0
8449245 X12/787 F 418,000.00 ZZ
360 417,223.64 1
6.375 2,607.78 76
6.125 2,607.78
XXXXXX XX 00000 5 12/18/02 00
354512036 05 02/01/03 0
1627800781 O 01/01/33
0
8449251 X12/787 F 490,000.00 ZZ
360 489,067.70 1
1
6.250 3,017.02 67
6.000 3,017.02
XXX XXXXXXX XX 00000 5 12/11/02 00
354511826 05 02/01/03 0
1627800799 O 01/01/33
0
8449259 X12/787 F 386,500.00 ZZ
360 385,709.95 1
5.875 2,286.30 62
5.625 2,286.30
XXXXXXX XX 00000 2 12/07/02 00
354512037 05 02/01/03 0
1627800800 O 01/01/33
0
8449261 X12/787 F 502,500.00 ZZ
360 501,448.19 1
5.750 2,932.46 75
5.500 2,932.46
XXXXXXX XXXXXX XX 00000 5 12/12/02 00
354512336 05 02/01/03 0
1627800808 O 01/01/33
0
8449267 X12/787 F 442,900.00 ZZ
360 442,097.05 1
6.500 2,799.43 68
6.250 2,799.43
XXXXXXX XX 00000 2 12/20/02 00
354512038 05 02/01/03 0
0000000000 O 01/01/33
0
8449275 X12/787 F 349,000.00 ZZ
360 348,351.79 1
6.375 2,177.31 75
6.125 2,177.31
XXXXXXX XX 00000 2 12/26/02 00
354512460 05 02/01/03 0
1627800813 O 01/01/33
0
8449279 X12/787 F 375,000.00 ZZ
360 374,303.49 1
6.375 2,339.52 71
6.125 2,339.52
XXXXXXX XXXXX XX 00000 5 12/10/02 00
354511827 05 02/01/03 0
1
1627800814 O 01/01/33
0
8449283 X12/787 F 336,300.00 ZZ
360 335,460.91 1
6.000 2,016.29 75
5.750 2,016.29
XXXXXXX XXXX XX 00000 2 12/23/02 00
354512337 05 02/01/03 0
1627800818 O 01/01/33
0
8449287 X12/787 F 324,000.00 ZZ
360 323,383.54 1
6.250 1,994.93 80
6.000 1,994.93
XXXXXX XX 00000 2 12/27/02 00
354512040 05 02/01/03 0
1627800820 O 01/01/33
0
8449291 X12/787 F 369,300.00 ZZ
360 368,580.29 1
6.125 2,243.91 66
5.875 2,243.91
XXXXXXXXX XX 00000 5 12/21/02 00
354512041 05 02/01/03 0
1627800825 O 01/01/33
0
8449295 X12/787 F 327,150.00 ZZ
360 326,527.56 1
6.250 2,014.32 80
6.000 2,014.32
XXXXXX XX 00000 2 12/21/02 00
354512042 05 02/01/03 0
1627800829 O 01/01/33
0
8449299 X12/787 F 410,000.00 ZZ
360 409,238.50 1
6.375 2,557.87 55
6.125 2,557.87
XXX XXXXXXXXX XX 00000 5 12/23/02 00
354512089 05 02/01/03 0
1627800832 O 01/01/33
0
1
8449303 X12/787 F 385,000.00 ZZ
360 384,668.52 1
6.750 2,497.11 90
6.500 2,497.11
XXXXXXXXXX XX 00000 1 01/15/03 01
354512414 05 03/01/03 25
0000000000 O 02/01/33
0
8449307 X12/787 F 568,500.00 ZZ
360 567,418.35 1
6.250 3,500.36 74
6.000 3,500.36
XXXXXXXXXX XXXX XX 00000 2 12/12/02 00
354511605 01 02/01/03 0
1627800842 O 01/01/33
0
8449311 X12/787 F 339,600.00 ZZ
360 338,899.41 1
6.125 2,063.45 71
5.875 2,063.45
XXXXX XXXXX XXX XX 00000 2 12/17/02 00
354511828 05 02/01/03 0
1627800847 O 01/01/33
0
8449315 X12/787 F 346,400.00 ZZ
360 345,708.58 1
6.000 2,076.85 52
5.750 2,076.85
XXX XXXX XX 00000 2 12/20/02 00
354512376 05 02/01/03 0
0000000000 O 01/01/33
0
8449319 X12/787 F 591,200.00 ZZ
360 589,548.55 1
6.375 3,688.32 80
6.125 3,688.32
XXXXX XXXXXX XX 00000 1 11/15/02 00
354510313 05 01/01/03 0
1627800859 O 12/01/32
0
8449323 X12/787 F 406,850.00 ZZ
360 406,057.10 1
6.125 2,472.07 56
5.875 2,472.07
1
XXXXXXX XXXXX XX 00000 2 12/18/02 00
354512415 05 02/01/03 0
1627800864 O 01/01/33
0
8449331 X12/787 F 601,600.00 ZZ
360 600,241.53 1
5.875 3,558.70 80
5.625 3,558.70
NESHANIC XXXXXX XX 00000 2 12/17/02 00
354512461 05 02/01/03 0
1627800867 O 01/01/33
0
8449337 X12/787 F 400,000.00 ZZ
360 399,162.74 1
5.750 2,334.30 55
5.500 2,334.30
XX XXXXXXX XX 00000 5 12/28/02 00
354512546 05 02/01/03 0
1627800870 O 01/01/33
0
8449341 X12/787 F 580,000.00 ZZ
360 578,922.75 1
6.375 3,618.45 58
6.125 3,618.45
XXXXXXX XX 00000 5 12/07/02 00
354511829 05 02/01/03 0
0000000000 O 01/01/33
0
8449345 X12/787 F 420,000.00 ZZ
360 419,181.48 1
6.125 2,551.97 80
5.875 2,551.97
XXXXXXX XX 00000 1 12/27/02 00
354512044 03 02/01/03 0
1627800884 O 01/01/33
0
8449349 X12/787 F 370,400.00 ZZ
360 369,255.36 1
6.250 2,280.62 80
6.000 2,280.62
XXXXXXX XXXX XX 00000 1 12/30/02 00
354512091 05 02/01/03 0
1627800886 O 01/01/33
0
1
8449355 X12/787 F 360,000.00 ZZ
360 359,347.34 1
6.500 2,275.45 69
6.250 2,275.45
XXXXXXX XX 00000 2 12/14/02 00
354511830 01 02/01/03 0
1627800888 O 01/01/33
0
8449359 X12/787 F 454,500.00 ZZ
360 453,592.82 1
6.000 2,724.96 57
5.750 2,724.96
XXXXXXXXXX XX 00000 5 12/13/02 00
354512045 05 02/01/03 0
1627800897 O 01/01/33
0
8449365 X12/787 F 430,500.00 ZZ
360 430,101.27 1
6.375 2,685.76 69
6.125 2,685.76
XXXXXXX XX 00000 2 01/09/03 00
354512378 05 03/01/03 0
1627800899 O 02/01/33
0
8449369 X12/787 F 401,250.00 ZZ
360 400,486.56 1
6.250 2,470.57 75
6.000 2,470.57
XXXXXXXX XXX XX 00000 5 01/10/03 00
354512499 05 02/01/03 0
1627800906 O 01/01/33
0
8449373 X12/787 F 550,000.00 ZZ
360 549,050.26 1
6.750 3,567.29 80
6.500 3,567.29
XXX XXXXXXX XX 00000 1 12/10/02 00
354512046 06 02/01/03 0
1627800934 O 01/01/33
0
8449377 X12/787 F 390,700.00 ZZ
360 389,956.65 1
1
6.250 2,405.61 74
6.000 2,405.61
XXXX XXXXXXXXXX XX 00000 2 12/20/02 00
354512267 05 02/01/03 0
1627800946 O 01/01/33
0
8449381 X12/787 F 380,450.00 ZZ
360 379,743.37 1
6.375 2,373.52 80
6.125 2,373.52
XXXXXX XXXXXXXX XX 00000 2 12/23/02 00
354512048 05 02/01/03 0
1627800981 O 01/01/33
0
8449385 X12/787 F 397,500.00 ZZ
360 395,417.45 1
6.750 2,578.18 75
6.500 2,578.18
XXXXXXXXXX XX 00000 2 08/29/02 00
354512161 05 10/01/02 0
1628000057 O 09/01/32
0
8449389 X12/787 F 500,000.00 ZZ
360 498,569.31 1
6.250 3,078.59 47
6.000 3,078.59
XXXXXX XX 00000 1 12/02/02 00
354511651 03 01/01/03 0
1628000077 O 12/01/32
0
8449393 X12/787 F 475,000.00 ZZ
360 473,640.84 1
6.250 2,924.66 77
6.000 2,924.66
XXXXXXX XX 00000 5 11/17/02 00
354511465 05 01/01/03 0
1628000087 O 12/01/32
0
8449397 X12/787 F 500,000.00 ZZ
360 497,545.23 1
6.125 3,038.05 80
5.875 3,038.05
XXXXXX XX 00000 1 10/31/02 00
354511831 05 12/01/02 0
1
1628000088 O 11/01/32
0
8449401 X12/787 F 368,000.00 ZZ
360 366,947.02 1
6.250 2,265.84 80
6.000 2,265.84
XXXXXX XX 00000 1 11/27/02 00
354511889 05 01/01/03 0
1628300066 O 12/01/32
0
8449407 X12/787 F 410,000.00 ZZ
360 409,638.26 1
6.625 2,625.28 79
6.375 2,625.28
XXXXXXXXXX XX 00000 5 12/30/02 00
354512380 05 03/01/03 0
1628300074 O 02/01/33
0
8449451 X12/787 F 500,000.00 ZZ
360 499,093.52 1
6.500 3,160.35 65
6.250 3,160.35
XXX XXXXXX XX 00000 5 12/05/02 00
354511685 05 02/01/03 0
1618501097 O 01/01/33
0
8449453 X12/787 F 630,000.00 ZZ
360 628,197.34 1
6.250 3,879.02 74
6.000 3,879.02
XXXXXX XXXXX XX XX 00000 2 11/19/02 00
354511727 05 01/01/03 0
1618501222 O 12/01/32
0
8460641 X68/X68 F 355,000.00 ZZ
360 354,308.16 1
6.125 2,157.02 71
5.875 2,157.02
XXXXX XX 00000 2 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211119 O 01/01/33
0
1
8460643 X68/X68 F 611,000.00 ZZ
360 609,780.46 1
6.000 3,663.25 77
5.750 3,663.25
XXXXX XXXXXX XX 00000 2 12/17/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211125 O 01/01/33
0
8460647 X68/X68 F 515,000.00 ZZ
360 513,972.06 1
6.000 3,087.69 67
5.750 3,087.69
XXXXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211129 O 01/01/33
0
8460653 X68/X68 F 460,000.00 ZZ
360 459,081.85 1
6.000 2,757.93 80
5.750 2,757.93
XXXXXXXXXX XX 00000 2 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211187 O 01/01/33
0
8460655 X68/X68 F 1,440,000.00 ZZ
360 1,434,084.17 1
5.875 8,518.14 60
5.625 8,518.14
XXXXXXXXXXXXX XX 00000 5 10/16/02 00
TO BE ASSIGNED 05 12/01/02 0
00W2080230 O 11/01/32
0
8460659 X68/X68 F 330,000.00 ZZ
360 328,853.89 1
6.750 2,140.37 58
6.500 2,140.37
XXXXXXXX XX 00000 5 10/10/02 00
TO BE ASSIGNED 05 12/01/02 0
00W2080282 N 11/01/32
0
8460661 X68/X68 F 315,600.00 ZZ
240 312,887.35 1
6.125 2,283.87 80
5.875 2,283.87
1
XXXXXXXX XXXX XX 00000 2 10/29/02 00
TO BE ASSIGNED 05 12/01/02 0
00W2100001 O 11/01/22
0
8460665 X68/X68 F 215,000.00 ZZ
360 214,102.43 1
6.750 1,394.49 69
6.500 1,394.49
XXXXX XXXXXXX XX 00000 5 10/31/02 00
TO BE ASSIGNED 05 12/01/02 0
00W2100107 O 11/01/32
0
8460671 X68/X68 F 485,000.00 ZZ
360 483,984.83 1
5.750 2,830.33 75
5.500 2,830.33
XXXXXXX XX 00000 5 12/03/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110055 O 01/01/33
0
8460673 X68/X68 F 440,000.00 ZZ
360 438,857.11 1
6.750 2,853.83 80
6.500 2,853.83
XXXXXXXXX XX 00000 5 11/18/02 00
TO BE ASSIGNED 05 01/01/03 0
00W2100135 O 12/01/32
0
8460675 X68/X68 F 649,900.00 ZZ
360 648,602.81 1
6.000 3,896.48 37
5.750 3,896.48
XXXXXX XX 00000 2 12/03/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110066 O 01/01/33
0
8460677 X68/X68 F 525,000.00 ZZ
360 523,386.35 1
5.875 3,105.57 75
5.625 3,105.57
XXXXXXX XX 00000 5 11/22/02 00
TO BE ASSIGNED 05 01/01/03 0
00W2110096 O 12/01/32
0
1
8460681 X68/X68 F 401,250.00 ZZ
360 400,429.80 1
5.875 2,373.55 75
5.625 2,373.55
XXXXXX XXXXXX XX 00000 5 12/10/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110099 O 01/01/33
0
8460683 X68/X68 F 360,000.00 ZZ
360 359,298.41 1
6.125 2,187.40 62
5.875 2,187.40
XXXXXXX XXXXX XX 00000 1 12/03/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110103 O 01/01/33
0
8460685 X68/X68 F 410,000.00 ZZ
360 409,219.93 1
6.250 2,524.44 69
6.000 2,524.44
XXXXXXX XX 00000 5 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110119 O 01/01/33
0
8460687 X68/X68 F 428,000.00 ZZ
360 425,194.45 1
6.375 2,670.16 80
6.125 2,670.16
XXXXXX XXXX XX 00000 2 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110120 O 01/01/33
0
8460689 X68/X68 F 351,000.00 ZZ
360 350,299.41 1
6.000 2,104.42 68
5.750 2,104.42
XXXX XXXXXXXX XX 00000 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110124 O 01/01/33
0
8460691 X68/X68 F 499,950.00 ZZ
360 499,021.42 1
1
6.375 3,119.04 61
6.125 3,119.04
XXXX XXXXX XX 00000 5 12/27/02 00
TO BE ASSIGNED 03 02/01/03 0
00W2110125 N 01/01/33
0
8460695 X68/X68 F 400,000.00 ZZ
360 398,882.64 1
6.375 2,495.48 80
6.125 2,495.48
XXXXXX XXXXXXX XX 00000 5 12/02/02 00
TO BE ASSIGNED 05 01/01/03 0
00W2110128 O 12/01/32
0
8460697 X68/X68 F 412,500.00 ZZ
360 411,676.65 1
6.000 2,473.15 75
5.750 2,473.15
XXXX XXXXXXX XX 00000 5 12/04/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110144 O 01/01/33
0
8460703 X68/X68 F 364,000.00 ZZ
360 363,273.47 1
6.000 2,182.36 80
5.750 2,182.36
XXX XXXXX XX 00000 2 12/04/02 00
TO BE ASSIGNED 01 02/01/03 0
00W2110160 O 01/01/33
0
8460707 X68/X68 F 525,000.00 ZZ
360 524,024.90 1
6.375 3,275.32 74
6.125 3,275.32
XXXXXXXX XX 00000 5 12/11/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110193 O 01/01/33
0
8460709 X68/X68 F 431,250.00 ZZ
360 429,750.20 1
6.000 2,585.56 75
5.750 2,585.56
XXXXXXX XXXXX XX 00000 5 12/23/02 00
TO BE ASSIGNED 03 02/01/03 0
1
00W2110196 O 01/01/33
0
8460711 X68/X68 F 479,000.00 ZZ
360 477,769.65 1
5.875 2,833.47 69
5.625 2,833.47
XXXX XXXXXXXXXX XX 00000 5 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110199 O 01/01/33
0
8460713 X68/X68 F 520,000.00 ZZ
360 519,034.20 1
6.375 3,244.12 70
6.125 3,244.12
XXXXXXXXXX XX 00000 5 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110202 O 01/01/33
0
8460715 X68/X68 F 590,000.00 ZZ
360 585,750.60 1
6.625 3,777.83 72
6.375 3,777.83
XXXXXXXX XX 00000 1 12/09/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110207 O 01/01/33
0
8460717 X68/X68 F 478,000.00 ZZ
360 477,045.92 1
6.000 2,865.85 80
5.750 2,865.85
XXXXXXX XXXXXX XX 00000 1 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2110216 O 01/01/33
0
8460721 X68/X68 F 510,000.00 ZZ
360 509,075.40 1
6.500 3,223.55 85
6.250 3,223.55
XXXXXX XXXXXX XX 00000 1 12/17/02 01
TO BE ASSIGNED 05 02/01/03 12
00W2110217 O 01/01/33
0
1
8460737 X68/X68 F 349,600.00 ZZ
360 348,981.40 1
6.625 2,238.53 95
6.375 2,238.53
NORTH XXXXX XXX XX 00000 1 12/10/02 10
TO BE ASSIGNED 01 02/01/03 35
00W2110228 O 01/01/33
0
8460739 X68/X68 F 547,200.00 ZZ
360 543,819.18 1
6.000 3,280.74 58
5.750 3,280.74
XXXXXXXXXX XX 00000 2 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120010 O 01/01/33
0
8460741 X68/X68 F 490,000.00 ZZ
360 489,045.07 1
6.125 2,977.29 55
5.875 2,977.29
XXXXX XXXXX XX 00000 2 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120011 O 01/01/33
0
8460743 X68/X68 F 766,500.00 ZZ
360 765,076.37 1
6.375 4,781.96 63
6.125 4,781.96
XXXXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120024 O 01/01/33
0
8460745 X68/X68 F 465,000.00 ZZ
360 463,570.76 1
5.875 2,750.65 75
5.625 2,750.65
XXXXXXXXXX XX 00000 2 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120026 O 01/01/33
0
8460747 X68/X68 F 445,000.00 ZZ
360 444,111.79 1
6.000 2,668.00 52
5.750 2,668.00
1
FRIENDSHIP MD 20758 5 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120029 O 01/01/33
0
8460755 X68/X68 F 321,900.00 ZZ
360 321,316.42 1
6.500 2,034.63 64
6.250 2,034.63
XXXXXXXX XX 00000 2 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120099 O 01/01/33
0
8460763 X68/X68 F 452,000.00 ZZ
360 451,200.21 1
6.625 2,894.21 75
6.375 2,894.21
XXXXXXX XX 00000 2 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
00W2120126 O 01/01/33
0
8460765 X68/X68 F 390,800.00 ZZ
360 390,429.20 1
6.250 2,406.22 75
6.000 2,406.22
XXXXXXXX XXXXXX XX 00000 2 01/02/03 00
TO BE ASSIGNED 05 03/01/03 0
00W2120147 O 02/01/33
0
8460773 X68/X68 F 354,300.00 ZZ
360 353,106.04 1
6.000 2,124.21 80
5.750 2,124.21
XXXXXXXXXXXX XX 00000 1 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0207227 O 01/01/33
0
8460779 X68/X68 F 570,000.00 ZZ
360 568,915.50 1
6.250 3,509.59 59
6.000 3,509.59
XXXXXX XXXXXXX XX 00000 2 12/10/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0208328 O 01/01/33
0
1
8460783 X68/X68 F 377,500.00 ZZ
360 376,746.52 1
6.000 2,263.30 79
5.750 2,263.30
XXXXXX XX 00000 2 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210006 O 01/01/33
0
8460785 X68/X68 F 387,000.00 ZZ
360 386,219.83 1
6.000 2,320.26 72
5.750 2,320.26
XXXXXXX XX 00000 2 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210120 O 01/01/33
0
8460789 X68/X68 F 335,000.00 ZZ
360 334,315.23 1
5.875 1,981.65 75
5.625 1,981.65
XXXXXXXXXX XX 00000 2 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210154 O 01/01/33
0
8460791 X68/X68 F 347,000.00 ZZ
360 346,307.39 1
6.000 2,080.44 71
5.750 2,080.44
XXXXXXXXX XX 00000 2 12/17/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210408 O 01/01/33
0
8460793 X68/X68 F 340,000.00 ZZ
360 339,105.23 1
6.125 2,065.88 68
5.875 2,065.88
HASTINGS ON XXX XX 00000 2 12/12/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210468 O 01/01/33
0
8460795 X68/X68 F 392,000.00 ZZ
360 391,261.07 1
1
6.375 2,445.57 90
6.125 2,445.57
XXXXXXXX XX 00000 2 12/09/02 10
TO BE ASSIGNED 05 02/01/03 25
00R0210491 O 01/01/33
0
8460799 X68/X68 F 552,500.00 ZZ
360 551,423.26 1
6.125 3,357.05 60
5.875 3,357.05
CORTLANDT XXXXX XX 00000 2 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210506 O 01/01/33
0
8460805 X68/X68 F 548,000.00 ZZ
360 546,906.19 1
6.000 3,285.54 76
5.750 3,285.54
XXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210510 O 01/01/33
0
8460807 X68/X68 F 329,000.00 ZZ
360 328,327.50 1
5.875 1,946.16 78
5.625 1,946.16
XXXXXXXX XXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210520 O 01/01/33
0
8460809 X68/X68 F 463,000.00 ZZ
360 462,097.68 1
6.125 2,813.24 80
5.875 2,813.24
XXX XXXXXXXXX XX 00000 2 12/04/02 00
TO BE ASSIGNED 01 02/01/03 0
00R0210538 O 01/01/33
0
8460811 X68/X68 F 483,000.00 ZZ
360 481,757.18 1
6.125 2,934.76 75
5.875 2,934.76
XXXXXXXXXX XX 00000 5 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
1
00R0210543 O 01/01/33
0
8460813 X68/X68 F 322,800.00 ZZ
360 321,338.22 1
5.875 1,909.48 53
5.625 1,909.48
XXXXXXXXXXXX XX 00000 2 12/27/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0210548 O 01/01/33
0
8460819 X68/X68 F 457,900.00 ZZ
360 456,918.66 1
5.625 2,635.93 54
5.375 2,635.93
XXX XXXXXX XX 00000 2 12/20/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211030 O 01/01/33
0
8460821 X68/X68 F 348,000.00 ZZ
360 345,635.41 1
5.875 2,058.55 80
5.625 2,058.55
XXXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211032 O 01/01/33
0
8460823 X68/X68 F 549,600.00 ZZ
360 548,449.61 1
5.750 3,207.32 80
5.500 3,207.32
XXXXXX XX 00000 1 12/26/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211039 O 01/01/33
0
8460825 X68/X68 F 375,000.00 ZZ
360 374,233.47 1
5.875 2,218.27 80
5.625 2,218.27
XXXX XXXX XX 00000 2 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211051 O 01/01/33
0
1
8460827 X68/X68 F 440,000.00 ZZ
360 439,162.84 1
6.250 2,709.16 80
6.000 2,709.16
XXX XXXXXX XX 00000 2 12/19/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211058 O 01/01/33
0
8460829 X68/X68 F 430,000.00 ZZ
360 428,759.27 1
5.875 2,543.61 70
5.625 2,543.61
XXXXXXXX XX 00000 2 12/13/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211089 O 01/01/33
0
8460831 X68/X68 F 337,000.00 ZZ
360 336,059.93 1
5.875 1,993.48 71
5.625 1,993.48
XXX XXXXXXXXX XX 00000 2 12/17/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211100 O 01/01/33
0
8460835 X68/X68 F 507,000.00 ZZ
360 505,938.80 1
5.750 2,958.71 76
5.500 2,958.71
XXXXXXXXXX XX 00000 1 12/16/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211104 O 01/01/33
0
8460839 X68/X68 F 424,000.00 ZZ
360 423,133.31 1
5.875 2,508.12 80
5.625 2,508.12
XXXXXXX XX 00000 2 12/23/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211107 O 01/01/33
0
8460841 X68/X68 F 382,000.00 ZZ
360 381,181.32 1
5.625 2,199.01 75
5.375 2,199.01
1
XXXXXXX XX 00000 2 12/17/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211108 O 01/01/33
0
8460843 X68/X68 F 649,950.00 ZZ
360 647,952.29 1
5.875 3,844.70 55
5.625 3,844.70
XXXXXXXXX XX 00000 2 11/25/02 00
TO BE ASSIGNED 05 01/01/03 0
00R0211111 O 12/01/32
0
8460845 X68/X68 F 368,000.00 ZZ
360 367,247.78 1
5.875 2,176.86 80
5.625 2,176.86
XXXXXXXX XX 00000 2 12/18/02 00
TO BE ASSIGNED 05 02/01/03 0
00R0211110 O 01/01/33
0
8478617 T71/T71 F 550,000.00 ZZ
360 544,804.57 1
7.375 3,798.72 80
7.125 3,798.72
XX XXXXXXXXXX XX 00000 1 02/28/02 00
0120004911 05 04/01/02 0
0120004911 O 03/01/32
0
8478619 T71/T71 F 413,100.00 ZZ
360 409,825.96 1
6.750 2,679.36 90
6.500 2,679.36
XXXX XXXXX XX 00000 4 12/13/01 10
0120005678 03 11/01/02 25
0120005678 O 10/01/32
0
8478621 T71/T71 F 480,000.00 ZZ
240 471,257.39 1
6.750 3,649.75 80
6.500 3,649.75
XXXX XXXXX XX 00000 1 05/15/02 00
0120040170 03 07/01/02 0
0120040170 O 06/01/22
0
1
8478623 T71/T71 F 385,600.00 ZZ
360 383,019.16 1
7.000 2,565.41 80
6.750 2,565.41
XXXX XXXXX XX 00000 1 06/14/02 00
0120040196 05 08/01/02 0
0120040196 O 07/01/32
0
8478625 T71/T71 F 450,300.00 T
360 446,385.06 1
7.500 3,148.57 80
7.250 3,148.57
XXXXXXXXX XX 00000 1 04/15/02 00
0120200345 03 06/01/02 0
0120200345 O 05/01/32
0
8478627 T71/T71 F 386,181.48 ZZ
319 383,593.46 1
6.500 2,546.29 79
6.250 2,546.29
XXXXX XX 00000 4 10/01/02 00
0124506598 05 11/01/02 0
0124506598 O 05/01/29
0
8478637 T71/T71 F 425,000.00 ZZ
360 390,316.30 1
7.500 2,971.67 68
7.250 2,971.67
XXXXXXX XXXXXX XX 00000 4 04/16/99 00
0124643532 05 06/01/99 0
0124643532 O 05/01/29
0
8478639 T71/T71 F 334,986.65 ZZ
318 333,386.39 1
6.500 2,211.34 69
6.250 2,211.34
XXXXXXX XXXXX XX 00000 4 10/29/02 00
0124767877 05 12/01/02 0
0124767877 O 05/01/29
0
8478645 T71/T71 F 493,987.60 ZZ
345 491,854.52 1
1
6.500 3,166.95 60
6.250 3,166.95
XXXXXXX XXXXX XX 00000 4 10/16/02 00
0125548235 03 12/01/02 0
0125548235 O 08/01/31
0
8478649 T71/T71 F 375,000.00 ZZ
360 369,067.77 1
7.750 2,686.55 40
7.500 2,686.55
XXXX XXX XX 00000 5 05/03/01 00
0125964101 05 07/01/01 0
0125964101 O 06/01/31
0
8478651 T71/T71 F 501,625.92 ZZ
341 499,307.29 1
6.375 3,188.37 44
6.125 3,188.37
XXXX XXXXX XX 00000 2 10/31/02 00
0125989454 05 12/01/02 0
0125989454 O 04/01/31
0
8480667 736/736 F 743,000.00 ZZ
360 742,295.01 1
6.250 4,574.78 56
6.000 4,574.78
XXX XXXXXXX XX 00000 2 01/09/03 00
0107788986 05 03/01/03 0
0107788986 O 02/01/33
0
8480671 736/736 F 114,400.00 ZZ
360 114,294.04 1
6.375 713.71 80
6.125 713.71
XXXX XXXXXX XX 00000 2 01/15/03 00
0107788994 05 03/01/03 0
0107788994 O 02/01/33
0
8480673 736/736 F 563,300.00 ZZ
360 562,765.51 1
6.250 3,468.34 73
6.000 3,468.34
XXXXXXX XX 00000 2 01/14/03 00
0107789620 05 03/01/03 0
1
0107789620 O 02/01/33
0
8480677 736/736 F 420,000.00 ZZ
360 419,601.48 1
6.250 2,586.02 74
6.000 2,586.02
XXX XXXXXXX XX 00000 2 01/22/03 00
0107793754 03 03/01/03 0
0107793754 O 02/01/33
0
8480679 736/736 F 480,000.00 ZZ
360 479,041.92 1
6.000 2,877.84 79
5.750 2,877.84
XXXXXXX XX 00000 1 01/02/03 00
0107794166 05 02/01/03 0
0107794166 O 01/01/33
0
8480681 736/736 F 496,000.00 ZZ
360 495,494.30 1
5.875 2,934.03 62
5.625 2,934.03
XXXXXXX XX 00000 5 01/15/03 00
0107795478 05 03/01/03 0
0107795478 O 02/01/33
0
8480683 736/736 F 476,000.00 ZZ
360 475,491.13 1
5.625 2,740.12 34
5.375 2,740.12
XXX XXXXXX XX 00000 2 01/09/03 00
0107796872 05 03/01/03 0
0107796872 O 02/01/33
0
8480689 736/736 F 218,000.00 ZZ
360 217,788.11 1
6.125 1,324.60 60
5.875 1,324.60
XXXXXXXXX XX 00000 1 01/09/03 00
0107797094 03 03/01/03 0
0107797094 O 02/01/33
0
1
8480691 736/736 F 172,500.00 ZZ
360 172,347.80 1
6.625 1,104.54 75
6.375 1,104.54
XXXXXX XX 00000 5 01/16/03 00
0107797292 01 03/01/03 0
0107797292 O 02/01/33
0
8480695 736/736 F 671,200.00 ZZ
360 670,547.63 1
6.125 4,078.29 75
5.875 4,078.29
XXXXXXXXX XX 00000 5 01/15/03 00
0107797656 05 03/01/03 0
0107797656 O 02/01/33
0
8480699 736/736 F 574,000.00 ZZ
360 573,442.10 1
6.125 3,487.69 73
5.875 3,487.69
XXXXXXXX XX 00000 2 01/13/03 00
0107797805 03 03/01/03 0
0107797805 O 02/01/33
0
8480701 736/736 F 425,000.00 ZZ
360 424,596.74 1
6.250 2,616.80 79
6.000 2,616.80
XXXXXXXX XX 00000 5 01/22/03 00
0107799256 05 03/01/03 0
0107799256 O 02/01/33
0
8480705 736/736 F 210,000.00 ZZ
360 209,800.74 1
6.250 1,293.01 77
6.000 1,293.01
XXXXX XX 00000 1 01/06/03 00
0107799371 05 03/01/03 0
0107799371 O 02/01/33
0
8480707 736/736 F 537,500.00 T
360 537,002.16 1
6.375 3,353.31 68
6.125 3,353.31
1
XXXXXXXXX XX 00000 2 01/17/03 00
0107800526 05 03/01/03 0
0107800526 O 02/01/33
0
8480713 736/736 F 439,000.00 ZZ
360 438,583.46 1
6.250 2,703.00 80
6.000 2,703.00
XXXXXX XX 00000 2 01/17/03 00
0107802704 05 03/01/03 0
0107802704 O 02/01/33
0
8480717 736/736 F 500,000.00 ZZ
360 499,514.03 1
6.125 3,038.05 26
5.875 3,038.05
XXXXXXX XX 00000 2 01/07/03 00
0107803504 05 03/01/03 0
0107803504 O 02/01/33
0
8480719 736/736 F 540,000.00 ZZ
360 539,487.62 1
6.250 3,324.88 80
6.000 3,324.88
XXXX XXXXXXXX XX 00000 1 01/21/03 00
0107806424 05 03/01/03 0
0107806424 O 02/01/33
0
8480721 736/736 F 466,000.00 ZZ
360 465,134.49 1
6.375 2,907.23 80
6.125 2,907.23
XXXXXX XX 00000 2 12/12/02 00
0107807307 05 02/01/03 0
0107807307 O 01/01/33
0
8480723 736/736 F 383,100.00 ZZ
360 382,727.65 1
6.125 2,327.76 70
5.875 2,327.76
XXXXXX XX 00000 5 01/21/03 00
0107807398 03 03/01/03 0
0107807398 O 02/01/33
0
1
8480727 736/736 F 225,000.00 ZZ
360 224,791.60 1
6.375 1,403.71 75
6.125 1,403.71
XXXXX XXXXX XX 00000 2 01/15/03 00
0107656035 05 03/01/03 0
0107656035 O 02/01/33
0
8480731 736/736 F 188,000.00 ZZ
360 187,812.84 1
6.000 1,127.16 80
5.750 1,127.16
XXXXX XXXXX XX 00000 2 01/07/03 00
0107660805 05 03/01/03 0
0107660805 O 02/01/33
0
8480735 736/736 F 470,000.00 ZZ
360 469,564.69 1
6.375 2,932.19 74
6.125 2,932.19
XXXXXX XXXXX XX 00000 5 01/15/03 00
0107664542 05 03/01/03 0
0107664542 O 02/01/33
0
8480739 736/736 F 382,000.00 ZZ
360 381,161.83 1
5.500 2,168.96 53
5.250 2,168.96
XXXXXX XXXXXX XX 00000 5 12/30/02 00
0107670721 05 02/01/03 0
0107670721 O 01/01/33
0
8480741 736/736 F 97,000.00 ZZ
360 96,916.48 1
6.750 629.15 75
6.500 629.15
XXXXXXXXXXXX XX 00000 2 01/15/03 00
0107673162 05 03/01/03 0
0107673162 O 02/01/33
0
8480745 736/736 F 210,000.00 ZZ
360 209,814.71 1
1
6.625 1,344.66 70
6.375 1,344.66
XXXXXXXX XX 00000 5 01/21/03 00
0107684474 05 03/01/03 0
0107684474 O 02/01/33
0
8480749 736/736 F 633,000.00 ZZ
360 632,384.76 1
6.125 3,846.18 76
5.875 3,846.18
XXX XXXXXXX XX 00000 2 01/13/03 00
0107691073 05 03/01/03 0
0107691073 O 02/01/33
0
8480751 736/736 F 650,000.00 ZZ
360 649,426.52 1
6.625 4,162.02 48
6.375 4,162.02
XXXXXX XX 00000 5 12/31/02 00
0107700155 05 03/01/03 0
0107700155 O 02/01/33
0
8480753 736/736 F 423,750.00 ZZ
360 423,347.92 1
6.250 2,609.11 75
6.000 2,609.11
XXXXXXXXX XX 00000 5 01/02/03 00
0107707929 05 03/01/03 0
0107707929 O 02/01/33
0
8480755 736/736 F 320,000.00 ZZ
360 319,473.87 1
7.000 2,128.97 56
6.750 2,128.97
XXXXXXXXX XX 00000 5 12/24/02 00
0107708687 05 02/01/03 0
0107708687 O 01/01/33
0
8480757 736/736 F 340,000.00 ZZ
360 339,707.26 1
6.750 2,205.24 80
6.500 2,205.24
XXXXXXX XX 00000 2 01/22/03 00
0107709404 05 03/01/03 0
1
0107709404 O 02/01/33
0
8480759 736/736 F 440,000.00 ZZ
360 439,162.84 1
6.250 2,709.16 80
6.000 2,709.16
XXXXXXXXXX XX 00000 4 12/17/02 00
0107709842 05 02/01/03 0
0107709842 O 01/01/33
0
8480761 736/736 F 380,000.00 ZZ
360 379,630.65 1
6.125 2,308.93 46
5.875 2,308.93
XXX XXXX XX 00000 5 01/15/03 00
0107710378 05 03/01/03 0
0107710378 O 02/01/33
0
8480763 736/736 F 456,000.00 ZZ
360 455,523.90 1
5.750 2,661.10 80
5.500 2,661.10
XXXXXXXX XX 00000 5 01/22/03 00
0107720435 05 03/01/03 0
0107720435 O 02/01/33
0
8480771 736/736 F 344,500.00 ZZ
360 343,204.57 1
6.250 2,121.15 66
6.000 2,121.15
XXXXX XXXX XX 00000 2 01/14/03 00
0107721375 05 03/01/03 0
0107721375 O 02/01/33
0
8480779 736/736 F 338,000.00 ZZ
360 337,341.28 1
6.125 2,053.73 74
5.875 2,053.73
XXXXXXXXXX XX 00000 2 12/23/02 00
0107723421 01 02/01/03 0
0107723421 O 01/01/33
0
1
8480781 736/736 F 439,699.00 ZZ
360 438,778.64 1
5.750 2,565.97 90
5.500 2,565.97
XXXXXXXXX XX 00000 1 12/19/02 04
0107724205 01 02/01/03 25
0107724205 O 01/01/33
0
8480783 736/736 F 145,000.00 ZZ
360 144,855.65 1
6.000 869.35 75
5.750 869.35
XXXXX XX 00000 2 01/08/03 00
0107729410 05 03/01/03 0
0107729410 O 02/01/33
0
8480785 736/736 F 598,584.00 ZZ
360 597,472.23 1
6.375 3,734.39 71
6.125 3,734.39
XXXXXXXXX XX 00000 1 12/13/02 00
0107732844 03 02/01/03 0
0107732844 O 01/01/33
0
8480787 736/736 F 600,000.00 ZZ
360 599,416.83 1
6.125 3,645.67 61
5.875 3,645.67
XXX XXXXX XX 00000 5 01/17/03 00
0107736571 05 03/01/03 0
0107736571 O 02/01/33
0
8480789 736/736 F 185,000.00 ZZ
360 184,828.65 1
6.375 1,154.16 66
6.125 1,154.16
XXXXX XX 00000 5 01/17/03 00
0107735938 05 03/01/03 0
0107735938 O 02/01/33
0
8480793 736/736 F 403,000.00 ZZ
360 400,588.83 1
6.875 2,647.43 77
6.625 2,647.43
1
XXXXXX XXXXX XX 00000 5 07/30/02 00
0080364664 05 09/01/02 0
0080364664 O 08/01/32
0
8480795 736/736 F 408,000.00 ZZ
360 407,640.03 1
6.625 2,612.47 67
6.375 2,612.47
XXXXXXX XX 00000 2 01/01/03 00
0080880883 05 03/01/03 0
0080880883 O 02/01/33
0
8480797 736/736 F 146,000.00 ZZ
360 145,868.01 1
6.500 922.82 79
6.250 922.82
XXXXXXX XX 00000 2 01/17/03 00
0080909831 01 03/01/03 0
0080909831 O 02/01/33
0
8480799 736/736 F 224,000.00 ZZ
360 223,811.80 1
6.875 1,471.53 80
6.625 1,471.53
XXXXXX XXXXXXX XX 00000 5 01/14/03 00
0080936313 05 03/01/03 0
0080936313 O 02/01/33
0
8480801 736/736 F 486,500.00 ZZ
360 486,015.68 1
6.000 2,916.82 59
5.750 2,916.82
XXXX XXXXXXXXX XX 00000 2 01/14/03 00
0080943236 05 03/01/03 0
0080943236 O 02/01/33
0
8480807 736/736 F 421,000.00 ZZ
360 420,560.44 1
5.750 2,456.85 64
5.500 2,456.85
XXXXXX XXXX XX 00000 2 01/16/03 00
0080986276 05 03/01/03 0
0080986276 O 02/01/33
0
1
8480809 736/736 F 460,000.00 ZZ
360 459,603.94 1
6.750 2,983.56 70
6.500 2,983.56
XXXXX XX 00000 5 01/17/03 00
0080992720 05 03/01/03 0
0080992720 O 02/01/33
0
8480813 736/736 F 264,000.00 ZZ
360 263,778.20 1
6.875 1,734.30 80
6.625 1,734.30
XXXX XXXXXXX XX 00000 5 01/14/03 00
0080999188 05 03/01/03 0
0080999188 O 02/01/33
0
8480815 736/736 F 649,000.00 ZZ
360 648,369.20 1
6.125 3,943.40 55
5.875 3,943.40
XXXXXXXXX XX 00000 5 01/16/03 00
0081001000 05 03/01/03 0
0081001000 O 02/01/33
0
8480819 736/736 F 335,900.00 ZZ
360 335,617.80 1
6.875 2,206.63 80
6.625 2,206.63
XXXXXXX XX 00000 1 01/21/03 00
0081009813 05 03/01/03 0
0081009813 O 02/01/33
0
8480821 736/736 F 543,000.00 ZZ
360 542,472.23 1
6.125 3,299.33 79
5.875 3,299.33
XXXXXXXXX XX 00000 2 01/17/03 00
0081034449 05 03/01/03 0
0081034449 O 02/01/33
0
8480825 736/736 F 297,600.00 ZZ
360 297,343.77 1
1
6.750 1,930.23 80
6.500 1,930.23
XXXXXXX XXXXX XX 00000 5 01/17/03 00
0081051583 03 03/01/03 0
0081051583 O 02/01/33
0
8480827 736/736 F 112,800.00 ZZ
360 112,702.88 1
6.750 731.62 80
6.500 731.62
PRICE UT 84501 5 01/23/03 00
0081065310 05 03/01/03 0
0081065310 O 02/01/33
0
8480829 736/736 F 400,000.00 ZZ
360 399,663.95 1
6.875 2,627.72 74
6.625 2,627.72
XXXX XXXX XX 00000 5 01/16/03 00
0081065443 05 03/01/03 0
0081065443 O 02/01/33
0
8480831 736/736 F 141,000.00 ZZ
360 140,875.60 1
6.625 902.84 53
6.375 902.84
XXXXXXXXX XX 00000 5 01/14/03 00
0081065989 05 03/01/03 0
0081065989 O 02/01/33
0
8480833 736/736 F 136,000.00 ZZ
360 135,664.44 1
7.000 904.82 80
6.750 904.82
XXXXXXXXX XX 00000 1 12/13/02 00
0081074973 05 02/01/03 0
0081074973 O 01/01/33
0
8480837 736/736 F 716,000.00 ZZ
360 715,287.21 1
6.000 4,292.79 80
5.750 4,292.79
XXXX XXXXXX XX 00000 1 01/13/03 00
0081079188 05 03/01/03 0
1
0081079188 O 02/01/33
0
8480839 736/736 F 420,000.00 ZZ
360 419,601.48 1
6.250 2,586.02 80
6.000 2,586.02
XXXX XXXXXXXXXX XX 00000 5 01/17/03 00
0081080046 05 03/01/03 0
0081080046 O 02/01/33
0
8480841 736/736 F 372,800.00 ZZ
360 372,462.98 1
6.500 2,356.35 80
6.250 2,356.35
XXXXXXX XX 00000 1 01/24/03 00
0081080590 05 03/01/03 0
0081080590 O 02/01/33
0
8480845 736/736 F 305,600.00 ZZ
360 305,310.03 1
6.250 1,881.64 77
6.000 1,881.64
XXX XXXXXXX XX 00000 2 01/07/03 00
0081084402 05 03/01/03 0
0081084402 O 02/01/33
0
8480847 736/736 F 266,000.00 ZZ
360 265,753.63 1
6.375 1,659.50 80
6.125 1,659.50
XXXXXXXXX XX 00000 1 01/23/03 00
0081081986 05 03/01/03 0
0081081986 O 02/01/33
0
8480849 736/736 F 482,300.00 ZZ
360 481,842.37 1
6.250 2,969.61 80
6.000 2,969.61
XXXXXX XX 00000 1 01/15/03 00
0081093825 03 03/01/03 0
0081093825 O 02/01/33
0
1
8480851 736/736 F 214,400.00 ZZ
360 214,191.61 1
6.125 1,302.72 80
5.875 1,302.72
XXXXXX XXXX XX 00000 1 01/16/03 00
0081101305 03 03/01/03 0
0081101305 O 02/01/33
0
8480853 736/736 F 240,000.00 ZZ
360 239,798.37 1
6.875 1,576.63 80
6.625 1,576.63
XXXXXXXX XXXX XX 00000 5 01/22/03 00
0081117657 05 03/01/03 0
0081117657 O 02/01/33
0
8480855 736/736 F 726,000.00 ZZ
360 725,311.14 1
6.250 4,470.11 75
6.000 4,470.11
XXX XXXXXX XX 00000 2 01/09/03 00
0081123390 03 03/01/03 0
0081123390 O 02/01/33
0
8480863 736/736 F 400,000.00 ZZ
360 399,601.79 1
6.000 2,398.21 69
5.750 2,398.21
XXXXXXX XXXXXX XX 00000 5 01/15/03 00
0081127649 03 03/01/03 0
0081127649 O 02/01/33
0
8480865 736/736 F 354,800.00 ZZ
360 354,516.27 1
7.125 2,390.36 80
6.875 2,390.36
XXXXXXX XX 00000 1 01/17/03 00
0081131963 05 03/01/03 0
0081131963 O 02/01/33
0
8480867 736/736 F 811,200.00 ZZ
360 810,392.44 1
6.000 4,863.56 71
5.750 4,863.56
1
XXXXX XXXXXXX XX 00000 5 01/14/03 00
0081137861 05 03/01/03 0
0081137861 O 02/01/33
0
8480869 736/736 F 480,000.00 ZZ
360 479,555.42 1
6.375 2,994.58 80
6.125 2,994.58
XXXXXXXXX XX 00000 1 01/17/03 00
0081139768 05 03/01/03 0
0081139768 O 02/01/33
0
8480871 736/736 F 168,000.00 ZZ
360 167,865.65 1
7.125 1,131.85 80
6.875 1,131.85
XXXXXXXXXXX XX 00000 2 01/14/03 00
0081148199 09 03/01/03 0
0081148199 O 02/01/33
0
8480879 736/736 F 719,900.00 ZZ
360 719,200.30 1
6.125 4,374.19 60
5.875 4,374.19
XXX XXXXX XX 00000 5 01/22/03 00
0081151862 05 03/01/03 0
0081151862 O 02/01/33
0
8480881 736/736 F 400,000.00 ZZ
360 399,629.52 1
6.375 2,495.48 80
6.125 2,495.48
XXXXXXXXXX XX 00000 2 01/13/03 00
0081164139 05 03/01/03 0
0081164139 O 02/01/33
0
8480885 736/736 F 376,000.00 ZZ
360 375,616.64 1
5.875 2,224.19 80
5.625 2,224.19
XXXXXX XXXXXX XX 00000 5 01/10/03 00
0081165417 05 03/01/03 0
0081165417 O 02/01/33
0
1
8480887 736/736 F 132,000.00 ZZ
360 131,865.42 1
5.875 780.83 80
5.625 780.83
XXXXXX XX 00000 1 01/16/03 00
0081165532 01 03/01/03 0
0081165532 O 02/01/33
0
8480891 736/736 F 358,000.00 ZZ
360 356,861.49 1
6.125 2,175.25 69
5.875 2,175.25
XXXXXXX XX 00000 2 01/15/03 00
0081165649 05 03/01/03 0
0081165649 O 02/01/33
0
8480893 736/736 F 340,000.00 ZZ
360 339,700.02 1
6.625 2,177.06 46
6.375 2,177.06
XXXXXXXXX XX 00000 5 01/15/03 00
0081167876 05 03/01/03 0
0081167876 O 02/01/33
0
8480895 736/736 F 805,000.00 ZZ
360 804,217.58 1
6.125 4,891.27 78
5.875 4,891.27
XXXXXXX XX 00000 2 01/17/03 00
0081174682 05 03/01/03 0
0081174682 O 02/01/33
0
8480897 736/736 F 539,000.00 ZZ
360 538,463.42 1
6.000 3,231.58 58
5.750 3,231.58
XXXXXXXXXXX XX 00000 2 01/09/03 00
0081175929 05 03/01/03 0
0081175929 O 02/01/33
0
8480901 736/736 F 576,000.00 ZZ
360 575,479.28 1
1
6.500 3,640.72 80
6.250 3,640.72
XXXXXX XX 00000 5 01/17/03 00
0081178733 05 03/01/03 0
0081178733 O 02/01/33
0
8480905 736/736 F 531,300.00 ZZ
360 530,807.90 1
6.375 3,314.63 55
6.125 3,314.63
XXXXXXXX XX 00000 2 01/22/03 00
0081184624 03 03/01/03 0
0081184624 O 02/01/33
0
8480907 736/736 F 282,400.00 ZZ
360 282,144.70 1
6.500 1,784.97 80
6.250 1,784.97
XXXXXX XX 00000 2 01/10/03 00
0081180945 05 03/01/03 0
0081180945 O 02/01/33
0
8480909 736/736 F 440,000.00 ZZ
360 439,582.51 1
6.250 2,709.16 80
6.000 2,709.16
XXXXXXX XX 00000 2 01/13/03 00
0081185936 05 03/01/03 0
0081185936 O 02/01/33
0
8480911 736/736 F 260,000.00 ZZ
360 259,764.95 1
6.500 1,643.38 80
6.250 1,643.38
XXXXXXXXX XX 00000 2 01/16/03 00
0081189003 05 03/01/03 0
0081189003 O 02/01/33
0
8480915 736/736 F 322,700.00 ZZ
360 322,378.75 1
6.000 1,934.75 68
5.750 1,934.75
XXXXXXXX XX 00000 2 01/13/03 00
0081191801 05 03/01/03 0
1
0081191801 O 02/01/33
0
8480919 736/736 F 390,000.00 ZZ
360 389,620.94 1
6.125 2,369.69 61
5.875 2,369.69
XXXXXXX XX 00000 2 01/09/03 00
0081193021 05 03/01/03 0
0081193021 O 02/01/33
0
8480921 736/736 F 675,000.00 ZZ
360 674,418.84 1
6.750 4,378.04 75
6.500 4,378.04
XXXXXX XX 00000 5 01/22/03 00
0081193385 05 03/01/03 0
0081193385 O 02/01/33
0
8480923 736/736 F 122,400.00 ZZ
360 122,283.86 1
6.250 753.64 80
6.000 753.64
XXXXXX XXXXXXX XX 00000 2 01/10/03 00
0081197345 05 03/01/03 0
0081197345 O 02/01/33
0
8480925 736/736 F 800,000.00 ZZ
360 799,240.93 1
6.250 4,925.74 56
6.000 4,925.74
XXXXXX XX 00000 5 01/17/03 00
0081197394 05 03/01/03 0
0081197394 O 02/01/33
0
8480929 736/736 F 598,000.00 ZZ
360 596,176.88 1
6.375 3,730.75 67
6.125 3,730.75
XXXXXXXX XX 00000 2 01/17/03 00
0081198228 03 03/01/03 0
0081198228 O 02/01/33
0
1
8480935 736/736 F 410,000.00 ZZ
360 409,610.97 1
6.250 2,524.45 51
6.000 2,524.45
XXXXXXX XX 00000 5 01/17/03 00
0081198400 05 03/01/03 0
0081198400 O 02/01/33
0
8480937 736/736 F 508,500.00 ZZ
360 507,969.09 1
5.750 2,967.47 60
5.500 2,967.47
XXXXXX XXXXX XX 00000 2 01/17/03 00
0081199176 03 03/01/03 0
0081199176 O 02/01/33
0
8480939 736/736 F 348,000.00 ZZ
360 347,661.76 1
6.125 2,114.49 74
5.875 2,114.49
XXXXXXXXX XX 00000 2 01/16/03 00
0081200602 05 03/01/03 0
0081200602 O 02/01/33
0
8480943 736/736 F 724,000.00 ZZ
360 723,329.43 1
6.375 4,516.82 80
6.125 4,516.82
XXX XXXXX XX 00000 1 01/13/03 00
0081203895 05 03/01/03 0
0081203895 O 02/01/33
0
8480945 736/736 F 158,000.00 ZZ
360 157,853.66 1
6.375 985.72 58
6.125 985.72
XXXXXX XXXXX XX 00000 2 01/16/03 00
0081204265 01 03/01/03 0
0081204265 O 02/01/33
0
8480947 736/736 F 240,000.00 ZZ
360 239,766.73 1
6.125 1,458.27 80
5.875 1,458.27
1
XXXXXX XXXXXX XX 00000 2 01/15/03 00
0081205627 05 03/01/03 0
0081205627 O 02/01/33
0
8480949 736/736 F 104,800.00 ZZ
360 104,711.95 1
6.875 688.47 80
6.625 688.47
XXXXXXXX XX 00000 5 01/15/03 00
0081205973 05 03/01/03 0
0081205973 O 02/01/33
0
8480953 736/736 F 320,000.00 T
360 319,696.37 1
6.250 1,970.30 80
6.000 1,970.30
XXXXX XXXXXXXX XX 00000 1 01/23/03 00
0081212045 05 03/01/03 0
0081212045 O 02/01/33
0
8480959 736/736 F 472,000.00 ZZ
360 471,583.56 1
6.625 3,022.27 80
6.375 3,022.27
XXXXXXX XXXXX XX 00000 1 01/21/03 00
0081217895 05 03/01/03 0
0081217895 O 02/01/33
0
8480985 736/736 F 402,400.00 ZZ
360 402,008.89 1
6.125 2,445.03 80
5.875 2,445.03
XXXXXX XX 00000 2 01/23/03 00
0081234957 05 03/01/03 0
0081234957 O 02/01/33
0
8480993 736/736 F 525,000.00 ZZ
360 524,477.35 1
6.000 3,147.65 47
5.750 3,147.65
XXXXXX XXXXX XX 00000 1 01/22/03 00
0081235640 05 03/01/03 0
0081235640 O 02/01/33
0
1
8480997 736/736 F 308,000.00 ZZ
360 307,721.56 1
6.500 1,946.77 80
6.250 1,946.77
XXXXXXXXX XX 00000 1 01/21/03 00
0081236143 05 03/01/03 0
0081236143 O 02/01/33
0
8481003 736/736 F 500,000.00 ZZ
360 499,490.23 1
5.875 2,957.69 58
5.625 2,957.69
XXXX XXXXX XX 00000 1 01/16/03 00
0081240442 05 03/01/03 0
0081240442 O 02/01/33
0
8481007 736/736 F 400,000.00 ZZ
360 398,172.29 1
6.500 2,528.27 67
6.250 2,528.27
XXXXX XXXXXXXXX XX 00000 1 09/30/02 00
0106294390 05 11/01/02 0
0106294390 O 10/01/32
0
8481013 736/736 F 480,000.00 ZZ
360 476,956.86 1
5.750 2,801.15 79
5.500 2,801.15
XXXXXXX XXXXXX XX 00000 1 08/28/02 00
0107018756 05 10/01/02 0
0107018756 O 09/01/32
0
8481019 736/736 F 340,000.00 ZZ
360 339,337.39 1
6.125 2,065.88 80
5.875 2,065.88
XXXXXX XX 00000 2 12/11/02 00
0107165078 05 02/01/03 0
0107165078 O 01/01/33
0
8481027 736/736 F 216,000.00 ZZ
360 215,818.53 1
1
6.875 1,418.97 80
6.625 1,418.97
XXXXXX XX 00000 1 01/17/03 00
0107262834 05 03/01/03 0
0107262834 O 02/01/33
0
8481031 736/736 F 325,000.00 ZZ
360 324,351.30 1
6.000 1,948.54 74
5.750 1,948.54
XXXXXXXXXXX XX 00000 5 12/20/02 00
0107300642 03 02/01/03 0
0107300642 O 01/01/33
0
8481035 736/736 F 520,000.00 ZZ
360 518,401.70 1
5.875 3,076.00 80
5.625 3,076.00
XXXX XXXX XX 00000 2 11/14/02 00
0107319246 03 01/01/03 0
0107319246 O 12/01/32
0
8481039 736/736 F 600,000.00 ZZ
360 599,373.56 1
5.750 3,501.44 73
5.500 3,501.44
XXXXXXXX XX 00000 1 01/16/03 00
0107322422 05 03/01/03 0
0107322422 O 02/01/33
0
8481049 736/736 F 747,500.00 T
360 739,711.18 1
6.750 4,848.28 65
6.500 4,848.28
XXXXXXX XXXXX XX 00000 1 11/01/02 00
0107329401 05 12/01/02 0
0107329401 O 11/01/32
0
8481055 736/736 F 320,000.00 ZZ
360 319,405.65 1
6.375 1,996.39 76
6.125 1,996.39
XXXXXXXXX XX 00000 5 12/02/02 00
0107337511 06 02/01/03 0
1
0107337511 O 01/01/33
0
8481059 736/736 F 440,800.00 ZZ
360 439,113.85 1
6.250 2,714.09 85
6.000 2,714.09
XXX XXXXXX XX 00000 1 10/23/02 04
0107337545 03 12/01/02 12
0107337545 O 11/01/32
0
8481063 736/736 F 502,000.00 ZZ
360 500,033.34 1
6.125 3,050.20 73
5.875 3,050.20
XXXXXXXXXX XX 00000 2 11/01/02 00
0107370744 03 12/01/02 0
0107370744 O 11/01/32
0
8481067 736/736 F 325,300.00 ZZ
360 324,276.19 1
5.750 1,898.37 64
5.500 1,898.37
XXXXXX XX 00000 2 11/13/02 00
0107407694 05 01/01/03 0
0107407694 O 12/01/32
0
8481071 736/736 F 380,000.00 ZZ
360 378,912.67 1
6.250 2,339.73 89
6.000 2,339.73
XXXXXX XX 00000 4 11/26/02 04
0107469512 05 01/01/03 25
0107469512 O 12/01/32
0
8481073 736/736 F 350,440.00 ZZ
360 349,789.12 1
6.375 2,186.29 80
6.125 2,186.29
XXXXXXXX XX 00000 1 12/17/02 00
0107474801 03 02/01/03 0
0107474801 O 01/01/33
0
1
8481081 736/736 F 230,000.00 ZZ
360 229,771.03 1
6.000 1,378.97 80
5.750 1,378.97
XXXXXX XXXX XX 00000 2 01/17/03 00
0107489908 05 03/01/03 0
0107489908 O 02/01/33
0
8481085 736/736 F 460,000.00 ZZ
360 458,775.71 1
6.625 2,945.43 80
6.375 2,945.43
XXXXX XXXXXX XX 00000 1 11/22/02 00
0107490104 05 01/01/03 0
0107490104 O 12/01/32
0
8481091 736/736 F 97,600.00 ZZ
360 97,518.00 1
6.875 641.17 80
6.625 641.17
XXXXXX XX 00000 4 01/13/03 00
0107492340 27 03/01/03 0
0107492340 O 02/01/33
0
8481097 736/736 F 79,000.00 ZZ
360 78,928.58 1
6.500 499.34 45
6.250 499.34
XXXXXX XX 00000 2 01/09/03 00
0107516866 05 03/01/03 0
0107516866 O 02/01/33
0
8481103 736/736 F 750,000.00 ZZ
360 747,801.95 1
6.125 4,557.08 77
5.875 4,557.08
XXXXXXX XX 00000 1 11/18/02 00
0107518193 05 01/01/03 0
0107518193 O 12/01/32
0
8481111 736/736 F 290,000.00 ZZ
360 289,737.83 1
6.500 1,833.00 58
6.250 1,833.00
1
XXX XXXXXXX XX 00000 5 01/14/03 00
0107518839 05 03/01/03 0
0107518839 O 02/01/33
0
8481125 736/736 F 115,000.00 ZZ
360 114,893.48 1
6.375 717.46 68
6.125 717.46
XXXXXXXX XXXXX XX 00000 1 01/17/03 00
0107554255 01 03/01/03 0
0107554255 O 02/01/33
0
8481131 736/736 F 50,000.00 ZZ
360 49,952.56 1
6.250 307.86 46
6.000 307.86
XXXXXXXXX XX 00000 1 01/09/03 00
0107563041 01 03/01/03 0
0107563041 O 02/01/33
0
8481139 736/736 F 413,520.00 ZZ
360 412,674.73 1
5.875 2,446.13 80
5.625 2,446.13
XXXXX XX 00000 1 12/01/02 00
0107565434 03 02/01/03 0
0107565434 O 01/01/33
0
8481149 736/736 F 310,000.00 ZZ
360 308,837.14 1
6.000 1,858.61 57
5.750 1,858.61
XXXX XXXXXXX XX 00000 2 12/19/02 00
0107571911 05 02/01/03 0
0107571911 O 01/01/33
0
8481155 736/736 F 147,000.00 ZZ
360 146,873.44 1
6.750 953.44 79
6.500 953.44
XXXXXXXXX XX 00000 1 01/24/03 00
0107584815 01 03/01/03 0
0107584815 O 02/01/33
0
1
8481167 736/736 F 367,500.00 ZZ
360 367,134.15 1
6.000 2,203.35 63
5.750 2,203.35
XXXXXXX XX 00000 5 01/14/03 00
0107585432 05 03/01/03 0
0107585432 O 02/01/33
0
8481173 736/736 F 492,000.00 ZZ
360 489,764.72 1
6.750 3,191.10 80
6.500 3,191.10
XXXXXXX XX 00000 1 12/02/02 00
0107588204 05 01/01/03 0
0107588204 O 12/01/32
0
8481181 736/736 F 238,400.00 ZZ
360 238,189.66 1
6.625 1,526.51 80
6.375 1,526.51
XXXXXXXXX XX 00000 1 01/21/03 00
0107598682 05 03/01/03 0
0107598682 O 02/01/33
0
8481189 736/736 F 388,000.00 ZZ
360 387,594.90 1
5.750 2,264.27 50
5.500 2,264.27
XXXXXXXX XX 00000 2 01/08/03 00
0107599284 05 03/01/03 0
0107599284 O 02/01/33
0
8481195 736/736 F 890,000.00 ZZ
360 889,175.68 1
6.375 5,552.45 56
6.125 5,552.45
XXXXXX XX 00000 5 01/17/03 00
0107601494 05 03/01/03 0
0107601494 O 02/01/33
0
8481201 736/736 F 244,800.00 ZZ
360 244,577.03 1
1
6.500 1,547.31 79
6.250 1,547.31
XXXXXXXXXX XX 00000 2 01/10/03 00
0107615312 05 03/01/03 0
0107615312 O 02/01/33
0
8481209 736/736 F 390,000.00 ZZ
360 388,910.56 1
6.375 2,433.10 80
6.125 2,433.10
XXXXXXXXX XXXXX XX 00000 1 11/26/02 00
0107617581 05 01/01/03 0
0107617581 O 12/01/32
0
8481215 736/736 F 125,000.00 ZZ
360 124,881.39 1
6.250 769.65 14
6.000 769.65
XXX XXXX XX 00000 5 01/09/03 00
0107622490 05 03/01/03 0
0107622490 O 02/01/33
0
8481225 736/736 F 415,400.00 ZZ
360 415,005.85 1
6.250 2,557.69 80
6.000 2,557.69
XXXXX XXXXXX XX 00000 1 01/21/03 00
0107623944 05 03/01/03 0
0107623944 O 02/01/33
0
8481231 736/736 F 287,000.00 ZZ
360 286,714.28 1
6.000 1,720.72 69
5.750 1,720.72
XXXXXXXX XX 00000 2 01/16/03 00
0107626673 05 03/01/03 0
0107626673 O 02/01/33
0
8481237 736/736 F 455,000.00 ZZ
360 454,617.74 1
6.875 2,989.03 70
6.625 2,989.03
XXXXXXX XXXXX XX 00000 5 01/21/03 00
0107632408 05 03/01/03 0
1
0107632408 O 02/01/33
0
8481243 736/736 F 274,000.00 ZZ
360 273,720.64 1
5.875 1,620.82 70
5.625 1,620.82
XXXXXXXXX XX 00000 5 01/22/03 00
0107633687 05 03/01/03 0
0107633687 O 02/01/33
0
8481291 736/736 F 380,500.00 ZZ
360 380,147.58 1
6.375 2,373.83 39
6.125 2,373.83
XXXXXX XX 00000 5 01/14/03 00
0107637365 03 03/01/03 0
0107637365 O 02/01/33
0
8481297 736/736 F 430,000.00 ZZ
360 429,571.93 1
6.000 2,578.07 75
5.750 2,578.07
XXXXXX XXXXX XX 00000 2 01/02/03 00
0107647646 01 03/01/03 0
0107647646 O 02/01/33
0
8481305 736/736 F 134,400.00 ZZ
360 134,257.90 1
6.750 871.72 80
6.500 871.72
XXXXXXXXX XX 00000 1 01/16/03 00
0107653743 05 03/01/03 0
0107653743 O 02/01/33
0
8481313 736/736 F 390,000.00 ZZ
360 389,655.90 1
6.625 2,497.22 58
6.375 2,497.22
XXXXXXXXX XX 00000 2 01/23/03 00
0107655177 03 03/01/03 0
0107655177 O 02/01/33
0
1
8481321 736/736 F 400,000.00 ZZ
360 399,238.95 1
6.250 2,462.87 77
6.000 2,462.87
XXXXXXXX XX 00000 5 12/23/02 00
0107751554 05 02/01/03 0
0107751554 O 01/01/33
0
8481325 736/736 F 850,000.00 ZZ
360 847,515.63 1
6.375 5,302.90 63
6.125 5,302.90
XXX XXXXXX XX 00000 2 01/15/03 00
0107751588 05 03/01/03 0
0107751588 O 02/01/33
0
8481337 736/736 F 134,540.00 ZZ
360 134,406.06 1
6.000 806.64 80
5.750 806.64
XXXXXXXXXX XX 00000 1 01/17/03 00
0107753881 03 03/01/03 0
0107753881 O 02/01/33
0
8481345 736/736 F 560,000.00 ZZ
360 559,529.52 1
6.875 3,678.81 80
6.625 3,678.81
XXX XXXXXXXXX XX 00000 5 01/15/03 00
0107755662 05 03/01/03 0
0107755662 O 02/01/33
0
8481351 736/736 F 425,600.00 ZZ
360 425,215.24 1
6.500 2,690.09 80
6.250 2,690.09
XXXXX XXXXX XX 00000 1 01/09/03 00
0107759714 05 03/01/03 0
0107759714 O 02/01/33
0
8481357 736/736 F 440,000.00 ZZ
360 439,572.34 1
6.125 2,673.49 80
5.875 2,673.49
1
XXXXXX XX 00000 5 01/14/03 00
0107761140 05 03/01/03 0
0107761140 O 02/01/33
0
8481363 736/736 F 390,000.00 ZZ
360 389,275.64 1
6.375 2,433.10 87
6.125 2,433.10
XXXXXXX XX 00000 2 12/24/02 10
0107762718 03 02/01/03 25
0107762718 O 01/01/33
0
8481369 736/736 F 80,600.00 ZZ
360 80,527.13 1
6.500 509.45 44
6.250 509.45
XXXXXXX XX 00000 5 01/14/03 00
0107763229 05 03/01/03 0
0107763229 O 02/01/33
0
8481371 736/736 F 420,000.00 ZZ
360 419,601.48 1
6.250 2,586.02 80
6.000 2,586.02
XXXX XX 00000 4 01/17/03 00
0107763468 05 03/01/03 0
0107763468 O 02/01/33
0
8481377 736/736 F 316,000.00 ZZ
360 315,727.93 1
6.750 2,049.57 80
6.500 2,049.57
XXX XXXXXXX XX 00000 1 01/14/03 00
0107763880 05 03/01/03 0
0107763880 O 02/01/33
0
8481383 736/736 F 360,000.00 ZZ
360 359,697.55 2
6.875 2,364.95 80
6.625 2,364.95
XXXXXXX XX 00000 1 01/24/03 00
0107765745 05 03/01/03 0
0107765745 O 02/01/33
0
1
8481391 736/736 F 171,000.00 ZZ
360 170,837.74 1
6.250 1,052.88 71
6.000 1,052.88
XXXXXXX XX 00000 1 01/17/03 00
0107768376 01 03/01/03 0
0107768376 O 02/01/33
0
8481393 736/736 F 515,100.00 ZZ
360 514,587.21 1
6.000 3,088.29 63
5.750 3,088.29
XXXXX XX 00000 5 01/21/03 00
0107769358 05 03/01/03 0
0107769358 O 02/01/33
0
8481399 736/736 F 70,000.00 ZZ
360 69,935.17 1
6.375 436.71 24
6.125 436.71
XXXXXX XX 00000 2 01/16/03 00
0107777823 03 03/01/03 0
0107777823 O 02/01/33
0
8481403 736/736 F 421,000.00 ZZ
360 420,590.80 1
6.125 2,558.05 56
5.875 2,558.05
XXXXXXXXXX XX 00000 2 01/03/03 00
0107778557 09 03/01/03 0
0107778557 O 02/01/33
0
8481407 736/736 F 338,000.00 ZZ
360 334,481.13 1
5.875 1,999.40 60
5.625 1,999.40
XXXXX XX 00000 2 01/16/03 00
0107781056 05 03/01/03 0
0107781056 O 02/01/33
0
8481411 736/736 F 386,000.00 ZZ
360 385,624.83 1
1
6.125 2,345.38 78
5.875 2,345.38
XXXXX XXXXXXXXX XX 00000 2 01/06/03 00
0107781825 05 03/01/03 0
0107781825 O 02/01/33
0
8481415 736/736 F 677,500.00 ZZ
360 676,809.26 1
5.875 4,007.67 42
5.625 4,007.67
XXXXXXX XX 00000 2 01/10/03 00
0107784886 03 03/01/03 0
0107784886 O 02/01/33
0
8481421 736/736 F 921,000.00 ZZ
360 919,126.11 1
6.250 5,670.76 59
6.000 5,670.76
XXXXXXXXX XXXXX XX 00000 2 01/16/03 00
0107785784 05 03/01/03 0
0107785784 O 02/01/33
0
8481425 736/736 F 846,000.00 ZZ
360 845,197.28 3
6.250 5,208.97 75
6.000 5,208.97
XXX XXXXXXXXX XX 00000 2 01/17/03 00
0107786709 05 03/01/03 0
0107786709 O 02/01/33
0
8481429 736/736 F 368,000.00 ZZ
360 367,650.83 1
6.250 2,265.84 80
6.000 2,265.84
XXXXXXX XX 00000 1 01/10/03 00
0107787491 03 03/01/03 0
0107787491 O 02/01/33
0
8481435 736/736 F 370,000.00 ZZ
360 369,648.92 1
6.250 2,278.16 69
6.000 2,278.16
XXX XXXX XX 00000 5 01/17/03 00
0107787046 05 03/01/03 0
1
0107787046 O 02/01/33
0
8481439 736/736 F 400,000.00 ZZ
360 399,592.17 1
5.875 2,366.16 75
5.625 2,366.16
XXX XXXX XX 00000 5 01/10/03 00
0107808339 05 03/01/03 0
0107808339 O 02/01/33
0
8481445 736/736 F 480,000.00 ZZ
360 479,522.15 1
6.000 2,877.85 80
5.750 2,877.85
XXXXXXX XXX XX 00000 5 01/17/03 00
0107809204 03 03/01/03 0
0107809204 O 02/01/33
0
8481449 736/736 F 560,000.00 ZZ
360 558,979.43 1
6.375 3,493.68 80
6.125 3,493.68
XXXXX XXXX XX 00000 2 01/21/03 00
0107813248 05 03/01/03 0
0107813248 O 02/01/33
0
8481453 736/736 F 249,000.00 ZZ
360 248,746.13 1
5.875 1,472.93 72
5.625 1,472.93
XXX XXXX XX 00000 1 01/16/03 00
0107813420 05 03/01/03 0
0107813420 O 02/01/33
0
8481457 736/736 F 161,000.00 ZZ
360 160,835.85 1
5.875 952.38 60
5.625 952.38
XXXX XX 00000 2 01/16/03 00
0107817900 05 03/01/03 0
0107817900 O 02/01/33
0
1
8481461 736/736 F 88,000.00 ZZ
360 87,914.47 1
6.125 534.70 70
5.875 534.70
XXXXXX XX 00000 5 01/17/03 00
0107820979 03 03/01/03 0
0107820979 O 02/01/33
0
8481465 736/736 F 310,000.00 ZZ
360 309,739.56 2
6.875 2,036.48 73
6.625 2,036.48
XXXXXX XXXXXX XX 00000 1 01/17/03 00
0107822256 05 03/01/03 0
0107822256 O 02/01/33
0
8481471 736/736 F 444,500.00 ZZ
360 444,078.23 1
6.250 2,736.87 70
6.000 2,736.87
XXXXXXXXX XX 00000 5 01/23/03 00
0107824856 05 03/01/03 0
0107824856 O 02/01/33
0
8481477 736/736 F 996,000.00 ZZ
360 995,008.47 1
6.000 5,971.53 63
5.750 5,971.53
XXXX XXXXXX XX 00000 2 01/22/03 00
0107825051 05 03/01/03 0
0107825051 O 02/01/33
0
8481481 736/736 F 144,600.00 ZZ
360 144,481.47 1
7.000 962.03 71
6.750 962.03
XXXXXX XX 00000 1 01/21/03 00
0107826067 03 03/01/03 0
0107826067 O 02/01/33
0
8481485 736/736 F 367,500.00 ZZ
360 366,817.43 1
6.375 2,292.72 67
6.125 2,292.72
1
XXXXXXXXXX XX 00000 2 12/20/02 00
0107828360 05 02/01/03 0
0107828360 O 01/01/33
0
8481491 736/736 F 620,000.00 ZZ
360 619,439.50 1
6.500 3,918.83 80
6.250 3,918.83
XXX XXXX XX 00000 2 01/23/03 00
0107828758 05 03/01/03 0
0107828758 O 02/01/33
0
8481497 736/736 F 209,000.00 ZZ
360 208,796.86 1
6.125 1,269.91 65
5.875 1,269.91
XXXXXXXXX XX 00000 5 01/17/03 00
0107828774 05 03/01/03 0
0107828774 O 02/01/33
0
8481509 736/736 F 151,600.00 ZZ
360 151,162.95 1
6.500 958.22 80
6.250 958.22
XXXXXXXX XXXXXX XX 00000 1 01/17/03 00
0107849465 05 03/01/03 0
0107849465 O 02/01/33
0
8481515 736/736 F 420,000.00 ZZ
360 419,610.99 1
6.375 2,620.26 78
6.125 2,620.26
XXXXXXXXX XX 00000 1 01/24/03 00
0107852253 05 03/01/03 0
0107852253 O 02/01/33
0
8481521 736/736 F 236,000.00 ZZ
360 235,791.78 1
6.625 1,511.14 80
6.375 1,511.14
XXXXXXXX XX 00000 2 01/21/03 00
0107865008 05 03/01/03 0
0107865008 O 02/01/33
0
1
8481529 736/736 F 600,000.00 ZZ
360 599,416.83 1
6.125 3,645.67 80
5.875 3,645.67
XXX XXXXXXXX XX 00000 1 01/23/03 00
0107887739 05 03/01/03 0
0107887739 O 02/01/33
0
8496143 134/134 F 405,000.00 ZZ
360 404,191.62 1
6.000 2,428.18 71
5.750 2,428.18
XXXXXX XX 00000 2 12/12/02 00
0012934212 05 02/01/03 0
0012934212 O 01/01/33
0
8496145 134/134 F 520,000.00 ZZ
360 519,010.63 1
6.250 3,201.73 65
6.000 3,201.73
XXXXXXXXX XX 00000 2 12/30/02 00
0012934832 03 02/01/03 0
0012934832 O 01/01/33
0
8496147 134/134 F 325,000.00 ZZ
360 324,001.06 1
5.875 1,922.50 77
5.625 1,922.50
XXXXXXXXXX XX 00000 1 12/02/02 00
0012939963 05 01/01/03 0
0012939963 O 12/01/32
0
8496149 134/134 F 472,500.00 ZZ
360 471,622.41 1
6.375 2,947.79 70
6.125 2,947.79
XXXXXXXXXXXX XX 00000 5 12/12/02 00
0012953352 05 02/01/03 0
0012953352 O 01/01/33
0
8496151 134/134 F 425,000.00 ZZ
360 424,266.10 1
1
6.750 2,756.55 62
6.500 2,756.55
XXXXXXXXXXXX XX 00000 2 12/09/02 00
0012955423 05 02/01/03 0
0012955423 O 01/01/33
0
8496153 134/134 F 364,000.00 ZZ
360 363,654.61 1
6.250 2,241.22 78
6.000 2,241.22
XXXXXX XXXXXXX XX 00000 2 01/15/03 00
0012960357 05 03/01/03 0
0012960357 O 02/01/33
0
8496155 134/134 F 511,500.00 ZZ
360 510,503.16 1
6.125 3,107.93 84
5.875 3,107.93
XXX XXXXXXXXX XX 00000 2 12/16/02 14
0012960712 03 02/01/03 12
0012960712 O 01/01/33
0
8496157 134/134 F 636,000.00 ZZ
360 634,901.74 1
6.750 4,125.09 67
6.500 4,125.09
XXXXXX XXXX XX 00000 5 12/09/02 00
0012961538 05 02/01/03 0
0012961538 O 01/01/33
0
8496159 134/134 F 345,600.00 ZZ
360 344,825.86 1
6.125 2,099.91 73
5.875 2,099.91
XXXXXXXXX XXXXX XX 00000 2 12/12/02 00
0012965331 05 02/01/03 0
0012965331 O 01/01/33
0
8496161 134/134 F 623,000.00 ZZ
360 621,869.65 1
6.500 3,937.79 70
6.250 3,937.79
XXXXXXX XX 00000 5 12/13/02 00
0012966198 05 02/01/03 0
1
0012966198 O 01/01/33
0
8496163 134/134 F 498,750.00 ZZ
360 497,623.84 1
6.375 3,111.56 72
6.125 3,111.56
XX XXXXXX XX 00000 5 12/05/02 00
0012975488 05 02/01/03 0
0012975488 O 01/01/33
0
8496165 134/134 F 695,000.00 ZZ
360 693,857.29 1
7.000 4,623.86 27
6.750 4,623.86
XXXXXXX XX 00000 2 12/20/02 00
0012976056 09 02/01/03 0
0012976056 O 01/01/33
0
8496167 134/134 F 450,000.00 ZZ
360 447,753.03 1
6.375 2,807.42 67
6.125 2,807.42
XX XXXXXXX XX 00000 5 12/06/02 00
0012992582 05 02/01/03 0
0012992582 O 01/01/33
0
8496169 134/134 F 575,000.00 ZZ
360 573,905.98 1
6.250 3,540.38 69
6.000 3,540.38
XXX XXXXXXX XX 00000 5 12/23/02 00
0013005194 05 02/01/03 0
0013005194 O 01/01/33
0
8496171 134/134 F 400,001.00 ZZ
360 399,630.52 1
6.375 2,495.49 31
6.125 2,495.49
XXXXXXX XXX XX 00000 2 01/08/03 00
0013009071 05 03/01/03 0
0013009071 O 02/01/33
0
1
8496175 134/134 F 500,000.00 ZZ
360 499,525.58 1
6.250 3,078.59 58
6.000 3,078.59
XXXXXXXXXX XX 00000 5 01/02/03 00
0013018882 05 03/01/03 0
0013018882 O 02/01/33
0
8496177 134/134 F 441,300.00 ZZ
360 440,519.13 1
6.625 2,825.70 75
6.375 2,825.70
XXXXXXXXXX XX 00000 2 12/23/02 00
0013019286 05 02/01/03 0
0013019286 O 01/01/33
0
8496211 134/134 F 328,000.00 ZZ
360 327,419.63 1
6.625 2,100.22 80
6.375 2,100.22
XXXXXXXXX XX 00000 2 12/09/02 00
0013022868 05 02/01/03 0
0013022868 O 01/01/33
0
8496213 134/134 F 393,000.00 ZZ
360 392,234.11 1
6.125 2,387.91 80
5.875 2,387.91
XXXXXXX XX 00000 1 12/09/02 00
0013024427 05 02/01/03 0
0013024427 O 01/01/33
0
8496215 134/134 F 496,000.00 ZZ
360 494,580.75 1
6.250 3,053.96 69
6.000 3,053.96
XXXXXXX XX 00000 5 11/26/02 00
0013024740 05 01/01/03 0
0013024740 O 12/01/32
0
8496219 134/134 F 329,912.00 ZZ
343 328,909.78 1
6.500 2,119.29 83
6.250 2,119.29
1
XXXXXXXXX XX 00000 1 11/20/02 10
0011228517 05 01/01/03 12
0011228517 O 07/01/31
0
8496221 134/134 F 645,113.00 ZZ
347 641,445.25 1
6.125 3,971.53 76
5.875 3,971.53
XXXXXXXXX XX 00000 2 12/01/02 00
0011759032 05 01/01/03 0
0011759032 O 11/01/31
0
8496223 134/134 F 496,000.00 ZZ
348 495,006.93 1
6.375 3,130.22 75
6.125 3,130.22
XXXXXXXXXX XX 00000 1 12/18/02 00
0011878246 05 02/01/03 0
0011878246 O 01/01/32
0
8496225 134/134 F 348,215.00 ZZ
360 347,583.70 1
6.500 2,200.96 90
6.250 2,200.96
XXXXXXXXXX XX 00000 1 12/17/02 10
0012500377 05 02/01/03 25
0012500377 O 01/01/33
0
8496227 134/134 F 463,400.00 ZZ
360 461,178.49 1
6.250 2,853.24 58
6.000 2,853.24
XXXXXXXX XXXXXX XX 00000 2 09/20/02 00
0012745451 05 11/01/02 0
0012745451 O 10/01/32
0
8496229 134/134 F 367,500.00 ZZ
360 366,448.42 1
6.250 2,262.77 74
6.000 2,262.77
XXXXXXXX XXXXXX XX 00000 5 11/27/02 00
0012751319 05 01/01/03 0
0012751319 O 12/01/32
0
1
8496231 134/134 F 456,000.00 ZZ
360 454,726.21 1
6.375 2,844.85 80
6.125 2,844.85
XXXXXXXX XXXXXX XX 00000 2 11/25/02 00
0012751335 05 01/01/03 0
0012751335 O 12/01/32
0
8496233 134/134 F 379,000.00 ZZ
360 377,309.52 1
6.625 2,426.78 73
6.375 2,426.78
XXXXX XXXXX XX 00000 2 09/13/02 00
0012752770 05 11/01/02 0
0012752770 O 10/01/32
0
8496239 134/134 F 482,300.00 ZZ
360 479,864.28 1
6.500 3,048.47 76
6.250 3,048.47
XXXXXXXX XX 00000 2 09/09/02 00
0012760674 05 11/01/02 0
0012760674 O 10/01/32
0
8496241 134/134 F 420,000.00 ZZ
240 418,158.72 1
6.250 3,069.90 80
6.000 3,069.90
XXXXXXXXXX XX 00000 5 12/21/02 00
0012814943 05 02/01/03 0
0012814943 O 01/01/23
0
8496243 134/134 F 656,000.00 ZZ
360 653,721.63 1
6.750 4,254.81 64
6.500 4,254.81
XXXXXXXXXX XXXX XX 00000 2 10/30/02 00
0012837555 05 12/01/02 0
0012837555 O 11/01/32
0
8496247 134/134 F 534,000.00 ZZ
360 533,008.19 1
1
6.375 3,331.47 67
6.125 3,331.47
FT XXXXXXX XX 00000 2 12/05/02 00
0012867636 05 02/01/03 0
0012867636 O 01/01/33
0
8496249 134/134 F 450,000.00 ZZ
360 448,504.25 1
6.125 2,734.25 71
5.875 2,734.25
XXXXXXXX XX 00000 1 12/02/02 00
0012879136 05 01/01/03 0
0012879136 O 12/01/32
0
8496251 134/134 F 415,000.00 ZZ
240 413,251.66 1
6.250 3,033.36 62
6.000 3,033.36
XXXXXX XX 00000 2 12/23/02 00
0012880142 05 02/01/03 0
0012880142 O 01/01/23
0
8496253 134/134 F 500,000.00 ZZ
360 499,514.02 1
6.125 3,038.06 80
5.875 3,038.06
XXXXXX XXXXXX XX 00000 1 01/15/03 00
0013026281 05 03/01/03 0
0013026281 O 02/01/33
0
8496255 134/134 F 536,250.00 ZZ
360 535,277.81 1
6.500 3,389.47 75
6.250 3,389.47
XXXXXX XXXX XX 00000 5 12/16/02 00
0013030168 05 02/01/03 0
0013030168 O 01/01/33
0
8496257 134/134 F 450,000.00 ZZ
360 449,203.75 1
6.625 2,881.40 55
6.375 2,881.40
XXX XX 00000 1 12/30/02 00
0013083662 05 02/01/03 0
1
0013083662 O 01/01/33
0
8496259 134/134 F 630,000.00 ZZ
360 628,772.23 1
6.125 3,827.95 53
5.875 3,827.95
XXXXXXXX XXXXXX XX 00000 2 12/24/02 00
0013030671 05 02/01/03 0
0013030671 O 01/01/33
0
8496263 134/134 F 484,000.00 ZZ
360 483,562.46 1
6.500 3,059.21 38
6.250 3,059.21
XXXXXXXX XX 00000 2 01/15/03 00
0013032065 05 03/01/03 0
0013032065 O 02/01/33
0
8496265 134/134 F 822,000.00 T
360 820,580.56 1
6.750 5,331.48 65
6.500 5,331.48
XXXXXX XX 00000 2 12/30/02 00
0013034517 05 02/01/03 0
0013034517 O 01/01/33
0
8496267 134/134 F 999,999.00 ZZ
360 999,072.79 1
6.375 6,238.70 61
6.125 6,238.70
XXXXXXXXX XX 00000 2 01/10/03 00
0013034525 05 03/01/03 0
0013034525 O 02/01/33
0
8496269 134/134 F 340,000.00 ZZ
360 339,692.63 1
6.500 2,149.04 80
6.250 2,149.04
XXXXXXXXXXX XX 00000 2 01/15/03 00
0013037874 05 03/01/03 0
0013037874 O 02/01/33
0
1
8496271 134/134 F 570,000.00 ZZ
360 569,459.16 1
6.250 3,509.59 75
6.000 3,509.59
XXX XXXXXXX XX 00000 5 01/16/03 00
0013038153 05 03/01/03 0
0013038153 O 02/01/33
0
8496277 134/134 F 822,500.00 ZZ
360 821,756.45 1
6.500 5,198.76 70
6.250 5,198.76
STEAMBOAT XXXXX XX 00000 1 01/09/03 00
0013049283 09 03/01/03 0
0013049283 O 02/01/33
0
8496279 134/134 F 348,000.00 ZZ
360 347,321.79 1
6.125 2,114.49 54
5.875 2,114.49
XXXXXX XX 00000 2 12/04/02 00
0013049473 05 02/01/03 0
0013049473 O 01/01/33
0
8496283 134/134 F 850,200.00 ZZ
360 849,449.88 1
6.625 5,443.93 50
6.375 5,443.93
XXXXXXXX XX 00000 2 01/15/03 00
0013050927 05 03/01/03 0
0013050927 O 02/01/33
0
8496285 134/134 F 480,000.00 ZZ
360 479,064.54 1
6.125 2,916.54 80
5.875 2,916.54
XXXXXX XX 00000 1 12/05/02 00
0013055413 05 02/01/03 0
0013055413 O 01/01/33
0
8496287 134/134 F 368,000.00 ZZ
360 366,946.64 1
6.625 2,356.35 46
6.375 2,356.35
1
XXXXXXXXXX XX 00000 2 12/24/02 00
0013057179 05 02/01/03 0
0013057179 O 01/01/33
0
8496291 134/134 F 535,500.00 ZZ
360 534,325.02 1
5.500 3,040.52 70
5.250 3,040.52
XXXXX XX 00000 1 12/30/02 00
0013072608 05 02/01/03 0
0013072608 O 01/01/33
0
8496301 134/134 F 379,800.00 ZZ
360 379,111.44 1
6.500 2,400.60 84
6.250 2,400.60
XXXXXX XX 00000 1 12/16/02 11
0013076146 05 02/01/03 12
0013076146 O 01/01/33
0
8496307 134/134 F 411,000.00 ZZ
360 410,254.89 1
6.500 2,597.80 75
6.250 2,597.80
XXXXXXX XX 00000 2 12/26/02 00
0013088208 05 02/01/03 0
0013088208 O 01/01/33
0
8496309 134/134 F 326,000.00 ZZ
360 325,364.66 1
6.125 1,980.82 78
5.875 1,980.82
XXXXXXX XX 00000 2 12/18/02 00
0013095260 05 02/01/03 0
0013095260 O 01/01/33
0
8496311 134/134 F 780,000.00 ZZ
360 777,016.75 1
6.375 4,866.19 65
6.125 4,866.19
XXXXXXXXX XX 00000 2 12/20/02 00
0013106547 05 02/01/03 0
0013106547 O 01/01/33
0
1
8502719 X76/X76 F 750,000.00 ZZ
360 748,640.31 1
6.500 4,740.51 75
6.250 4,740.51
XXXXX XXXXXXX XX 00000 5 12/18/02 00
4440110122 05 02/01/03 0
4440110122 O 01/01/33
0
8502721 X76/X76 F 820,000.00 ZZ
360 818,513.40 1
6.500 5,182.96 69
6.250 5,182.96
XXXXXXX XX 00000 5 12/26/02 00
4440110171 05 02/01/03 0
4440110171 O 01/01/33
0
8502727 X76/X76 F 346,500.00 ZZ
360 346,171.23 1
6.250 2,133.46 61
6.000 2,133.46
XXXXXXX XX 00000 5 01/03/03 00
4440110973 05 03/01/03 0
4440110973 O 02/01/33
0
8502729 X76/X76 F 900,000.00 ZZ
360 898,646.05 1
6.250 5,541.45 62
6.000 5,541.45
XXXXXXX XX 00000 2 01/07/03 00
4440111195 05 03/01/03 0
4440111195 O 02/01/33
0
8502731 X76/X76 F 460,000.00 ZZ
360 459,563.53 1
6.250 2,832.30 80
6.000 2,832.30
XXXXXXX XX 00000 1 01/13/03 00
4440111302 05 03/01/03 0
4440111302 O 02/01/33
0
1
TOTAL NUMBER OF LOANS : 970
TOTAL ORIGINAL BALANCE : 423,620,496.15
TOTAL PRINCIPAL BALANCE : 422,346,617.06
TOTAL ORIGINAL P+I : 2,622,899.53
TOTAL CURRENT P+I : 2,622,885.86
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held
by you for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full Mortgage
Loan Repurchased
"We hereby certify that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to the Pooling and Servicing
Agreement."
---------------------------
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [] Promissory Note
[] Primary Insurance Policy
[] Mortgage or Deed of Trust
[] Assignment(s) of Mortgage or
Deed of Trust
[] Title Insurance Policy
[] Other:
--------------------
Name Date
--------------------
Title
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is a Director of _________________ (record or beneficial owner
of __% Percentage Interest in the Mortgage Asset-Backed Pass-Through
Certificates, Series 2003- RM1, Class R-I and Class R-II (together, the
"Class R Certificates"), (the "Owner"), a corporation duly organized and
existing under the laws of the State of Delaware, on behalf of which he/she
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be, as of March 28, 2003, a
"disqualified organization" within the meaning of Section 860E(e)(5) of the
Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership" within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing
large partnership for so long as it retains its ownership in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit
and agreement. (For this purpose, a "disqualified organization" means the
United States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all
of the activities of which are subject to tax and, except for the Federal
Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or
any organization (other than certain farmers' cooperatives) that is
generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers
of Class R Certificates to disqualified organizations under the Code, that
applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through
an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise
liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is not
a disqualified organization and, at the time of transfer, such person does
not have actual knowledge that the affidavit is false; and (iv) that the
Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that
the transferor of a noneconomic residual interest will remain liable for
any taxes due with respect to the income on such residual interest,
unless no significant purpose of the transfer was to impede the assessment
or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder
of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer
of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it
knows or believes that any of the representations contained in such
affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(g) of the
Pooling and Servicing Agreement under which the Class R Certificates
were issued (in particular, clause (iii)(A) and (iii)(B) of Section
5.02(g) which authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by the Trustee in
the event the Owner holds such Certificates in violation of Section
5.02(g)). The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the Residual Certificates will
only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R Certificates
held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described
herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the
Class R Certificates by the Owner is or will be to impede the assessment
or collection of any tax.
11. That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired
the Class R Certificates that the Owner intends to pay taxes associated
with holding such Class R Certificates as they become due, fully
understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as
any of the Class R Certificates remain outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership (including an entity treated as a corporation or partnership
for federal income tax purposes) or other entity created or organized in,
or under the laws of, the United States or any political subdivision
thereof (except, in the case of a partnership, to the extent provided in
regulations), provided that with respect to any partnership or other entity
treated as a partnership for United States federal income tax purposes, all
persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are required by the applicable operative agreement to be United
States Persons, an estate or trust whose income from sources without the
United States is includable in gross income for United States federal
income tax purposes regardless of its connection with the conduct of a
trade or business within the United States, or a trust other than a
"foreign trust" as defined in Section 7701(a)(31) of the Code;
14. The Purchaser hereby certifies, represents and warrants to, and covenants
with the Depositor, the Trustee and the Master Servicer that the following
statements in (a) or (b) are accurate: (a) The Certificates (i) are not
being acquired by, and will not be transferred to, any employee benefit
plan within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or other retirement arrangement,
including individual retirement accounts and annuities, Xxxxx plans and
bank collective investment funds and insurance company general or separate
accounts in which such plans, accounts or arrangements are invested, that
is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not
being acquired with "plan assets" of a Plan within the meaning of the
Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA, and (iii) will not be transferred to any entity that
is deemed to be investing in plan assets within the meaning of the DOL
regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA; or
(b) The Owner will provide the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase of Certificates is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a)
or (b) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by a [Title
of Officer] and its corporate seal to be hereunto attached, attested by a
[Assistant] Secretary, this _____ day of _________, 20___.
[NAME OF OWNER]
By:
Name: [Name of Officer]
Title: [Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proven to me to be the same person who executed the foregoing instrument and
to be a [Title of Officer] of the Owner, and acknowledged to me that he/she
executed the same as his/her free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ______ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission
expires the _____ day of
____________, 20____.
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
---------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2003-RM1,
[Class R-I and Class R-II]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
________________ (the "Seller") to _______________________ (the "Purchaser") of
$ ___________ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 2003-RM1, [Class R-I and Class R-II] (the
"Class R Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2003,
among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"),
Residential Funding Corporation, as master servicer and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or
collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The
Seller does not know or believe that any representation contained
therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as
a result of that investigation, the Seller has determined that the
Purchaser has historically paid its debts as they become due and has
found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they
become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax
purposes (and the Seller may continue to be liable for United States
income taxes associated therewith) unless the Seller has conducted such
an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
-------------------, ------
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2003-RM1,
[Class R-I and Class R-II] [Class B-___]
Ladies and Gentlemen:
_________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2003-RM1, [Class R-I
and Class R-II] [Class B-___] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 2003 among Residential Asset Mortgage Products, Inc., as seller
(the "Depositor"), Residential Funding Corporation, as master servicer and
Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Depositor and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b) the Depositor is
not required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified pursuant to
the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the
Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with
any distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated [institutional]
investor having such
knowledge and experience in financial and business matters, and, in
particular, in such matters related to securities similar to the
Certificates, such that it is capable of evaluating the merits and risks
of investment in the Certificates, (b) able to bear the economic risks
of such an investment and (c) an "accredited investor" within the
meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review
(a) [a copy of the Private Placement Memorandum, dated ________________,
____, relating to the Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the Purchaser
from the Depositor or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Depositor or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase the
Certificates from the Seller in connection with the initial distribution of
the Certificates and was provided with a copy of the Private Placement
Memorandum (the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser acknowledges
that such Memorandum was provided to it by the Seller, that the Memorandum
was prepared by the Depositor solely for use in connection with the
Original Sale and the Depositor did not participate in or facilitate in any
way the purchase of the Certificates by the Purchaser from the Seller, and
the Purchaser agrees that it will look solely to the Seller and not to the
Depositor with respect to any damage, liability, claim or expense arising
out of, resulting from or in connection with (a) error or omission, or
alleged error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
2003-RM1, [Class R-I and Class R-II] [Class B-___]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to
______________ (the "Purchaser") of $____________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2003-RM1,
[Class R-I and Class R-II][Class B-___] (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of March 1, 2003 among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether it or any Subservicer will be entitled
to any reimbursement pursuant to Section 4.02(c) on such Distribution Date for
Advances or Subservicer Advances previously made, (which will not be Advances or
Subservicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section
4.02(c), to the extent such Advances or Subservicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class R Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(c).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class R Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class R
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class R Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class R Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master
Servicer with written notice thereof to the Trustee. The maximum amount that
Residential Funding shall be required to pay pursuant to this Section on any
Distribution Date (the "Amount Available") shall be equal to the lesser of (X)
__________ minus the sum of (i) all previous payments made under subsections (a)
and (b) hereof and (ii) all draws under the Limited Guaranty made in lieu of
such payments as described below in subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class R Certificates, or such lower amount
as may be established pursuant to Section 12.02. Residential Funding's
obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class R Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent counsel) to the
effect that obtaining such substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class R
Certificates below the lesser of (a) the then-current rating assigned to the
Class R Certificates by such rating agency and (b) the original rating assigned
to the Class R Certificates by such rating agency. Any replacement of the
Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this
Section shall be accompanied by a written Opinion of Counsel to the substitute
guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Depositor, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance. Section 12.02.
Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or
12.01: (i) the provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation
may be amended, reduced or canceled, and (iii) any other provision of this
Agreement which is related or incidental to the matters described in this
Article XI may be amended in any manner; in each case by written instrument
executed or consented to by the Depositor and Residential Funding but without
the consent of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment would impose
any additional obligation on, or otherwise adversely affect the interests of,
the Master Servicer or the Trustee, as applicable; provided that the Depositor
shall also obtain a letter from each nationally recognized credit rating agency
that rated the Class R Certificates at the request of the Depositor to the
effect that such amendment, reduction, deletion or cancellation will not lower
the rating on the Class R Certificates below the lesser of (a) the then-current
rating assigned to the Class R Certificates by such rating agency and (b) the
original rating assigned to the Class R Certificates by such rating agency,
unless (A) the Holder of 100% of the Class R Certificates is Residential Funding
or an Affiliate of Residential Funding, or (B) such amendment, reduction,
deletion or cancellation is made in accordance with Section 11.01(e) and,
provided further that the Depositor obtains, in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
EXHIBIT L
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2003-RM1
____________________, 20___
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of March 1, 2003 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Deutsche Bank Trust Company Americas (the "Trustee") as amended by Amendment
No. 1 thereto, dated as of _________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2003-RM1 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class R
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise
provide to Residential Funding, or to cause to be made available to
Residential Funding), either directly or through a subsidiary, in any
case prior to the related Distribution Date, such moneys as may be
required by Residential
Funding to perform its Subordinate Certificate Loss Obligation when and
as the same arises from time to time upon the demand of the Trustee in
accordance with Section 11.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their
interest in Residential Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or any
other person, by any defense or right of counterclaim, set-off or
recoupment that GMAC may have against Residential Funding or any other
person or by any other fact or circumstance. Notwithstanding the
foregoing, GMAC's obligations under clause (a) shall terminate upon the
earlier of (x) substitution for this Limited Guaranty pursuant to
Section 12.01(f) of the Servicing Agreement, or (y) the termination of
the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any
defective or partial exercise of any such rights shall not preclude any
other or further exercise of that or any other such right. GMAC further
waives demand, presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on the part
of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC
and the Trustee and only if such modification, amendment or termination
is permitted under Section 12.02 of the Servicing Agreement. The
obligations of GMAC under this Limited Guaranty shall continue and
remain in effect so long as the Servicing Agreement is not modified or
amended in any way that might affect the obligations of GMAC under this
Limited Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Depositor and the Trustee to rely on the covenants and
agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
Name:
Title:
RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC.
By:
Name:
Title:
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
__________________ (the "Trustee") to ___________________ (the "Lender") of
__________________ (the "Mortgage Loan") pursuant to Section 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of March 1, 2003, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required
to preserve lien priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under, the laws of
such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is
solely to comply with, or facilitate the transaction under, such local
laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above
the rate of interest on such Mortgage Loan prior to such proposed
assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT N
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
=========================================
=========================================
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or that would render
the disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, and that the Seller has
not offered the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional buyer" as defined in Rule 144A under the
0000 Xxx.
2. The Buyer warrants and represents to and covenants with the Seller, the
Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of March 1, 2003 among Residential
Funding Corporation, as Master Servicer, Residential Asset Mortgage
Products, Inc., as Depositor and Deutsche Bank Trust Company Americas,
as trustee, pursuant to Section 5.02 of the Agreement, as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee or the
Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. [Reserved]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when
so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No: No:
Date: Date:
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $____________ in securities (except
for the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in
the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
____ Insurance Depositor. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
____ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political
subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
____ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
____ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
____ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
____ Business Development Depositor. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
____ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or subscription by the Buyer, if the Buyer is a
dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of
such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands
that the seller to it and other parties related to the Certificates are
relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
____ ____ Will the Buyer be purchasing the Rule 144A Yes No Securities only for
the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a "qualified institutional buyer" within the meaning of
Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set
forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act of 1933 ("Rule 144A") because Buyer is part of
a Family of Investment Companies (as defined below), is such an officer
of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer
is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family
of Investment Companies, owned at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year. For purposes of determining the
amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used.
The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $_________________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or
because one investment adviser is a majority owned subsidiary of the
other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi)
currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will
continue to rely on the statements made herein
because one or more sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification by the undersigned
as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date: __________________
EXHIBIT O
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2003-RM1
Re: Mortgage Asset-Backed Pass-Through Certificates, Series
2003-RM1, Class B-___
Ladies and Gentlemen:
______________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
2003-RM1, Class B-___ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 2003 among Residential Asset Mortgage Products, Inc., as the company (the
"Depositor"), Residential Funding Corporation, as master servicer (the "Master
Servicer") and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies,
represents and warrants to, and covenants with, the Depositor, the Trustee and
the Master Servicer that:
(a) The Purchaser is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R.
ss.2510.3-101; or
(b) The Purchaser has provided the Trustee, the Depositor and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement. In addition, the Purchaser
hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person meets the
requirements set forth in either (a) or (b) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
EXHIBIT P
ERISA REPRESENTATION LETTER
[date]
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products Inc. Series 2003-RM1
Re: Residential Asset Mortgage Products, Inc. Mortgage
Asset-Backed Pass-Through Certificates, Series 2003-RM1,
Class B-___
Ladies and Gentlemen:
[__________________________] (the "Purchaser") intends to purchase from
[__________________________] (the "Seller") $[____________] initial Certificate
Principal Balance of the above-referenced certificates, issued under the pooling
and servicing agreement, dated as of March 1, 2003, among Residential Asset
Mortgage Products, Inc., as depositor, Residential Funding Corporation, as
master servicer and Deutsche Bank Trust Company Americas, as trustee. All terms
used in this ERISA Representation Letter and not otherwise defined shall have
the meanings set forth in the pooling and servicing agreement.
The Purchaser hereby certifies, represents and warrants to, and
covenants with the Seller, the trustee and the master servicer that, either:
(a) The Purchaser is not an ERISA plan, or any other person, including
an investment manager, a named fiduciary or a trustee of any Plan, acting,
directly or indirectly, on behalf of or purchasing any certificate with "plan
assets" of any ERISA plan within the meaning of the DOL regulation at 29 C.F.R.
ss.2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by which to
purchase the certificates is an "insurance company general account", as the term
is defined in DOL Prohibited Transaction Class Exemption 95-60, and the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Seller, the trustee and the master servicer that the
Purchaser will not transfer the certificates to any ERISA plan or person unless
that ERISA plan or person meets the requirements in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
EXHIBIT Q
PAC I AGGREGATE PLANNED PRINCIPAL BALANCES AND PAC II AGGREGATE
PLANNED PRINCIPAL BALANCES
PAC I AGGREGATE PLANNED PAC II AGGREGATE PLANNED
PRINCIPAL PRINCIPAL
BALANCES FOR THE CLASS A-1, BALANCES FOR THE CLASS A-9
CLASS A-2,CLASS A-3, AND CLASS A-10 CERTIFICATES
CLASS A-4,CLASS A-6,
CLASS A-7,CLASS A-8 AND
CLASS A-8A
DISTRIBUTION DATE CERTIFICATES
--------------------------------------------------------------------------------
Initial Balance................. $230,629,000.00 $36,816,000.00
April 25, 2003.................. 230,629,000.00 36,051,595.58
May 25, 2003.................... 230,629,000.00 35,187,089.56
June 25, 2003................... 230,629,000.00 34,223,017.20
July 25, 2003................... 230,629,000.00 33,159,785.74
August 25, 2003................. 230,629,000.00 31,997,874.32
September 25, 2003.............. 230,629,000.00 30,737,833.67
October 25, 2003................ 230,629,000.00 29,380,285.86
November 25, 2003............... 230,629,000.00 27,925,923.91
December 25, 2003............... 230,629,000.00 26,375,511.29
January 25, 2004................ 230,629,000.00 24,729,881.36
February 25, 2004............... 230,629,000.00 22,989,936.71
March 25, 2004.................. 230,629,000.00 21,156,648.46
April 25, 2004.................. 228,864,217.50 20,995,837.88
May 25, 2004.................... 227,017,343.06 20,825,920.00
June 25, 2004................... 225,089,339.51 20,647,103.34
July 25, 2004................... 223,081,221.76 20,459,609.07
August 25, 2004................. 220,994,056.00 20,263,670.67
September 25, 2004.............. 218,828,958.76 20,059,533.60
October 25, 2004................ $216,587,095.99 $19,847,454.96
November 25, 2004............... 214,269,682.02 19,627,703.12
December 25, 2004............... 211,877,978.49 19,400,557.34
January 25, 2005................ 209,413,293.24 19,166,307.34
February 25, 2005............... 206,876,979.13 18,925,252.92
March 25, 2005.................. 204,270,432.84 18,677,703.44
April 25, 2005.................. 201,595,093.57 18,423,977.41
May 25, 2005.................... 198,852,441.74 18,164,402.03
June 25, 2005................... 196,043,997.65 17,899,312.60
July 25, 2005................... 193,236,778.45 17,636,686.36
August 25, 2005................. 190,448,438.52 17,378,586.85
September 25, 2005.............. 187,678,855.80 17,124,964.80
October 25, 2005................ 184,927,909.05 16,875,771.33
November 25, 2005............... 182,195,477.79 16,630,958.07
December 25, 2005............... 179,481,442.36 16,390,477.06
January 25, 2006................ 176,785,683.86 16,154,280.82
February 25, 2006............... 174,108,084.17 15,922,322.31
March 25, 2006.................. 171,448,525.93 15,694,554.94
April 25, 2006.................. 168,806,892.57 15,470,932.52
May 25, 2006.................... 166,183,068.26 15,251,409.34
June 25, 2006................... 163,576,937.93 15,035,940.09
July 25, 2006................... 160,988,387.27 14,824,479.89
August 25, 2006................. 158,417,302.71 14,616,984.30
September 25, 2006.............. 155,863,571.41 14,413,409.28
October 25, 2006................ 153,327,081.29 14,213,711.22
November 25, 2006............... 150,807,720.99 14,017,846.90
December 25, 2006............... 148,305,379.86 13,825,773.54
January 25, 2007................ 145,819,948.00 13,637,448.73
February 25, 2007............... 143,351,316.22 13,452,830.49
March 25, 2007.................. 140,899,376.03 13,271,877.22
April 25, 2007.................. 138,464,019.66 13,094,547.72
May 25, 2007.................... 136,045,140.05 12,920,801.18
June 25, 2007................... 133,642,630.83 12,750,597.16
July 25, 2007................... 131,256,386.31 12,583,895.65
August 25, 2007................. 128,886,301.53 12,420,656.96
September 25, 2007.............. 126,532,272.18 12,260,841.83
October 25, 2007................ 124,194,194.64 12,104,411.35
November 25, 2007............... 121,871,965.98 11,951,326.96
December 25, 2007............... 119,565,483.93 11,801,550.51
January 25, 2008................ 117,274,646.90 11,655,044.18
February 25, 2008............... 114,999,353.95 11,511,770.53
March 25, 2008.................. 112,739,504.81 11,371,692.47
April 25, 2008.................. 110,518,683.73 11,237,732.66
May 25, 2008.................... 108,312,994.65 11,106,874.72
June 25, 2008................... 106,122,339.01 10,979,082.63
July 25, 2008................... 103,946,618.89 10,854,320.72
August 25, 2008................. 101,785,736.99 10,732,553.68
September 25, 2008.............. 99,639,596.68 10,613,746.51
October 25, 2008................ 97,508,101.93 10,497,864.56
November 25, 2008............... 95,391,157.33 10,384,873.52
December 25, 2008............... $93,288,668.11 $10,274,739.40
January 25, 2009................ 91,200,540.11 10,167,428.53
February 25, 2009............... 89,126,679.78 10,062,907.59
March 25, 2009.................. 87,066,994.17 9,961,143.55
April 25, 2009.................. 85,028,968.16 9,863,025.70
May 25, 2009.................... 83,004,875.18 9,767,587.85
June 25, 2009................... 80,994,624.18 9,674,798.02
July 25, 2009................... 78,998,124.71 9,584,624.50
August 25, 2009................. 77,015,286.88 9,497,035.95
September 25, 2009.............. 75,046,021.44 9,412,001.24
October 25, 2009................ 73,091,900.77 9,327,828.52
November 25, 2009............... 71,185,719.65 9,241,871.00
December 25, 2009............... 69,326,339.39 9,154,549.05
January 25, 2010................ 67,512,647.88 9,065,971.62
February 25, 2010............... 65,743,558.97 8,976,243.46
March 25, 2010.................. 64,018,011.90 8,885,465.22
April 25, 2010.................. 62,378,876.92 8,791,194.12
May 25, 2010.................... 60,780,098.22 8,696,194.15
June 25, 2010................... 59,220,708.53 8,600,550.82
July 25, 2010................... 57,699,763.38 8,504,346.09
August 25, 2010................. 56,216,340.51 8,407,658.57
September 25, 2010.............. 54,769,539.40 8,310,563.58
October 25, 2010................ 53,358,480.77 8,213,133.26
November 25, 2010............... 51,982,306.02 8,115,436.70
December 25, 2010............... 50,640,176.84 8,017,540.03
January 25, 2011................ 49,331,274.67 7,919,506.47
February 25, 2011............... 48,054,800.24 7,821,396.55
March 25, 2011.................. 46,809,973.19 7,723,268.04
April 25, 2011.................. 45,632,530.69 7,623,467.11
May 25, 2011.................... 44,483,943.72 7,523,893.19
June 25, 2011................... 43,363,518.69 7,424,591.05
July 25, 2011................... 42,270,578.44 7,325,603.28
August 25, 2011................. 41,204,461.86 7,226,970.36
September 25, 2011.............. 40,164,523.48 7,128,730.79
October 25, 2011................ 39,150,133.19 7,030,921.07
November 25, 2011............... 38,160,675.77 6,933,575.85
December 25, 2011............... 37,195,550.62 6,836,727.94
January 25, 2012................ 36,254,171.40 6,740,408.41
February 25, 2012............... 35,335,965.67 6,644,646.64
March 25, 2012.................. 34,440,374.58 6,549,470.38
April 25, 2012.................. 33,595,513.74 6,453,992.34
May 25, 2012.................... 32,770,911.77 6,359,270.76
June 25, 2012................... 31,966,090.37 6,265,322.36
July 25, 2012................... 31,180,582.46 6,172,162.69
August 25, 2012................. 30,413,931.82 6,079,806.21
September 25, 2012.............. 29,665,692.92 5,988,266.29
October 25, 2012................ 28,935,430.62 5,897,555.29
November 25, 2012............... 28,222,719.96 5,807,684.59
December 25, 2012............... 27,527,145.90 5,718,664.60
January 25, 2013................ 26,848,303.12 5,630,504.84
February 25, 2013............... $26,185,795.75 $5,543,213.95
March 25, 2013.................. 25,539,237.20 5,456,799.73
April 25, 2013.................. 24,908,249.92 5,371,269.15
May 25, 2013.................... 24,292,465.18 5,286,628.44
June 25, 2013................... 23,691,522.89 5,202,883.06
July 25, 2013................... 23,105,071.39 5,120,037.75
August 25, 2013................. 22,532,767.24 5,038,096.61
September 25, 2013.............. 21,974,275.05 4,957,063.02
October 25, 2013................ 21,429,267.28 4,876,939.79
November 25, 2013............... 20,897,424.06 4,797,729.09
December 25, 2013............... 20,378,433.04 4,719,432.52
January 25, 2014................ 19,871,989.14 4,642,051.14
February 25, 2014............... 19,377,794.49 4,565,585.46
March 25, 2014.................. 18,895,558.15 4,490,035.53
April 25, 2014.................. 18,424,996.03 4,415,400.86
May 25, 2014.................... 17,965,830.70 4,341,680.54
June 25, 2014................... 17,517,791.24 4,268,873.20
July 25, 2014................... 17,080,613.08 4,196,977.06
August 25, 2014................. 16,654,037.86 4,125,989.94
September 25, 2014.............. 16,237,813.29 4,055,909.29
October 25, 2014................ 15,831,693.01 3,986,732.16
November 25, 2014............... 15,435,436.43 3,918,455.29
December 25, 2014............... 15,048,808.62 3,851,075.09
January 25, 2015................ 14,671,580.17 3,784,587.64
February 25, 2015............... 14,303,527.06 3,718,988.74
March 25, 2015.................. 13,944,430.54 3,654,273.91
April 25, 2015.................. 13,594,077.01 3,590,438.37
May 25, 2015.................... 13,252,257.87 3,527,477.15
June 25, 2015................... 12,918,769.45 3,465,385.00
July 25, 2015................... 12,593,412.85 3,404,156.47
August 25, 2015................. 12,275,993.89 3,343,785.84
September 25, 2015.............. 11,966,322.92 3,284,267.28
October 25, 2015................ 11,664,214.77 3,225,594.72
November 25, 2015............... 11,369,488.64 3,167,761.91
December 25, 2015............... 11,081,967.99 3,110,762.44
January 25, 2016................ 10,801,480.42 3,054,589.78
February 25, 2016............... 10,527,857.61 2,999,237.22
March 25, 2016.................. 10,260,935.21 2,944,697.92
April 25, 2016.................. 10,000,552.73 2,890,964.94
May 25, 2016.................... 9,746,553.49 2,838,031.18
June 25, 2016................... 9,498,784.49 2,785,889.47
July 25, 2016................... 9,257,096.35 2,734,532.53
August 25, 2016................. 9,021,343.19 2,683,953.01
September 25, 2016.............. 8,791,382.62 2,634,143.44
October 25, 2016................ 8,567,075.57 2,585,096.32
November 25, 2016............... 8,348,286.29 2,536,804.03
December 25, 2016............... 8,134,882.21 2,489,258.93
January 25, 2017................ 7,926,733.91 2,442,453.33
February 25, 2017............... 7,723,715.04 2,396,379.44
March 25, 2017.................. 7,525,702.20 2,351,029.51
April 25, 2017.................. $7,332,574.96 $2,306,395.68
May 25, 2017.................... 7,144,215.69 2,262,470.11
June 25, 2017................... 6,960,509.59 2,219,244.91
July 25, 2017................... 6,781,344.55 2,176,712.17
August 25, 2017................. 6,606,611.12 2,134,863.98
September 25, 2017.............. 6,436,202.45 2,093,692.42
October 25, 2017................ 6,270,014.21 2,053,189.55
November 25, 2017............... 6,107,944.56 2,013,347.45
December 25, 2017............... 5,949,894.07 1,974,158.18
January 25, 2018................ 5,795,765.65 1,935,613.84
February 25, 2018............... 5,645,464.54 1,897,706.50
March 25, 2018.................. 5,498,898.21 1,860,428.28
April 25, 2018.................. 5,355,976.34 1,823,771.31
May 25, 2018.................... 5,216,610.75 1,787,727.72
June 25, 2018................... 5,080,715.35 1,752,289.69
July 25, 2018................... 4,948,206.10 1,717,449.43
August 25, 2018................. 4,819,000.96 1,683,199.16
September 25, 2018.............. 4,693,019.84 1,649,531.14
October 25, 2018................ 4,570,184.55 1,616,437.67
November 25, 2018............... 4,450,418.76 1,583,911.10
December 25, 2018............... 4,333,647.96 1,551,943.82
January 25, 2019................ 4,219,799.42 1,520,528.22
February 25, 2019............... 4,108,802.14 1,489,656.78
March 25, 2019.................. 4,000,586.80 1,459,322.01
April 25, 2019.................. 3,895,085.74 1,429,516.49
May 25, 2019.................... 3,792,232.92 1,400,232.80
June 25, 2019................... 3,691,963.87 1,371,463.63
July 25, 2019................... 3,594,215.64 1,343,201.69
August 25, 2019................. 3,498,926.82 1,315,439.74
September 25, 2019.............. 3,406,037.42 1,288,170.63
October 25, 2019................ 3,315,488.93 1,261,387.23
November 25, 2019............... 3,227,224.20 1,235,082.50
December 25, 2019............... 3,141,187.46 1,209,249.43
January 25, 2020................ 3,057,324.28 1,183,881.08
February 25, 2020............... 2,975,581.53 1,158,970.59
March 25, 2020.................. 2,895,907.34 1,134,511.14
April 25, 2020.................. 2,818,251.08 1,110,496.00
May 25, 2020.................... 2,742,563.35 1,086,918.46
June 25, 2020................... 2,668,795.93 1,063,771.91
July 25, 2020................... 2,596,901.73 1,041,049.80
August 25, 2020................. 2,526,834.81 1,018,745.65
September 25, 2020.............. 2,458,550.34 996,853.02
October 25, 2020................ 2,392,004.55 975,365.56
November 25, 2020............... 2,327,154.72 954,276.99
December 25, 2020............... 2,263,959.16 933,581.08
January 25, 2021................ 2,202,377.17 913,271.69
February 25, 2021............... 2,142,369.06 893,342.70
March 25, 2021.................. 2,083,896.05 873,788.13
April 25, 2021.................. 2,026,920.33 854,602.01
May 25, 2021.................... 1,971,404.97 835,778.47
June 25, 2021................... $1,917,313.96 $817,311.68
July 25, 2021................... 1,864,612.12 799,195.91
August 25, 2021................. 1,813,265.14 781,425.48
September 25, 2021.............. 1,763,239.54 763,994.77
October 25, 2021................ 1,714,502.64 746,898.25
November 25, 2021............... 1,667,022.53 730,130.45
December 25, 2021............... 1,620,768.11 713,685.95
January 25, 2022................ 1,575,708.99 697,559.43
February 25, 2022............... 1,531,815.55 681,745.59
March 25, 2022.................. 1,489,058.84 666,239.27
April 25, 2022.................. 1,447,410.66 651,035.29
May 25, 2022.................... 1,406,843.45 636,128.62
June 25, 2022................... 1,367,330.34 621,514.23
July 25, 2022................... 1,328,845.11 607,187.20
August 25, 2022................. 1,291,362.16 593,142.64
September 25, 2022.............. 1,254,856.53 579,375.75
October 25, 2022................ 1,219,303.84 565,881.81
November 25, 2022............... 1,184,680.32 552,656.11
December 25, 2022............... 1,150,962.77 539,694.06
January 25, 2023................ 1,118,128.56 526,991.11
February 25, 2023............... 1,086,155.59 514,542.76
March 25, 2023.................. 1,055,022.33 502,344.59
April 25, 2023.................. 1,024,707.73 490,392.25
May 25, 2023.................... 995,191.28 478,681.45
June 25, 2023................... 966,452.98 467,207.92
July 25, 2023................... 938,473.28 455,967.51
August 25, 2023................. 911,233.13 444,956.10
September 25, 2023.............. 884,713.94 434,169.63
October 25, 2023................ 858,897.58 423,604.11
November 25, 2023............... 833,766.35 413,255.58
December 25, 2023............... 809,302.99 403,120.18
January 25, 2024................ 785,490.64 393,194.10
February 25, 2024............... 762,312.89 383,473.54
March 25, 2024.................. 739,753.70 373,954.82
April 25, 2024.................. 717,797.44 364,634.28
May 25, 2024.................... 696,428.84 355,508.32
June 25, 2024................... 675,633.04 346,573.40
July 25, 2024................... 655,395.50 337,826.03
August 25, 2024................. 635,702.07 329,262.78
September 25, 2024.............. 616,538.93 320,880.28
October 25, 2024................ 597,892.61 312,675.18
November 25, 2024............... 579,749.96 304,644.21
December 25, 2024............... 562,098.16 296,784.16
January 25, 2025................ 544,924.70 289,091.84
February 25, 2025............... 528,217.38 281,564.14
March 25, 2025.................. 511,964.30 274,197.98
April 25, 2025.................. 496,153.86 266,990.32
May 25, 2025.................... 480,774.72 259,938.22
June 25, 2025................... 465,815.85 253,038.72
July 25, 2025................... 451,266.48 246,288.96
August 25, 2025................. $437,116.11 $239,686.09
September 25, 2025.............. 423,354.48 233,227.34
October 25, 2025................ 409,971.61 226,909.95
November 25, 2025............... 396,957.75 220,731.23
December 25, 2025............... 384,303.40 214,688.53
January 25, 2026................ 371,999.28 208,779.24
February 25, 2026............... 360,036.36 203,000.80
March 25, 2026.................. 348,405.82 197,350.68
April 25, 2026.................. 337,099.07 191,826.40
May 25, 2026.................... 326,107.71 186,425.53
June 25, 2026................... 315,423.58 181,145.67
July 25, 2026................... 305,038.71 175,984.45
August 25, 2026................. 294,945.31 170,939.57
September 25, 2026.............. 285,135.81 166,008.74
October 25, 2026................ 275,602.81 161,189.74
November 25, 2026............... 266,339.11 156,480.35
December 25, 2026............... 257,337.68 151,878.41
January 25, 2027................ 248,591.67 147,381.80
February 25, 2027............... 240,094.39 142,988.44
March 25, 2027.................. 231,839.32 138,696.27
April 25, 2027.................. 223,820.12 134,503.28
May 25, 2027.................... 216,030.60 130,407.47
June 25, 2027................... 208,464.71 126,406.91
July 25, 2027................... 201,116.56 122,499.70
August 25, 2027................. 193,980.43 118,683.93
September 25, 2027.............. 187,050.71 114,957.78
October 25, 2027................ 180,321.95 111,319.43
November 25, 2027............... 173,788.82 107,767.10
December 25, 2027............... 167,446.16 104,299.04
January 25, 2028................ 161,288.90 100,913.53
February 25, 2028............... 155,312.12 97,608.89
March 25, 2028.................. 149,511.01 94,383.47
April 25, 2028.................. 143,880.90 91,235.62
May 25, 2028.................... 138,417.22 88,163.77
June 25, 2028................... 133,115.53 85,166.34
July 25, 2028................... 127,971.49 82,241.79
August 25, 2028................. 122,980.88 79,388.61
September 25, 2028.............. 118,139.57 76,605.32
October 25, 2028................ 113,443.56 73,890.46
November 25, 2028............... 108,888.93 71,242.61
December 25, 2028............... 104,471.88 68,660.34
January 25, 2029................ 100,188.68 66,142.31
February 25, 2029............... 96,035.72 63,687.14
March 25, 2029.................. 92,009.47 61,293.51
April 25, 2029.................. 88,106.48 58,960.13
May 25, 2029.................... 84,323.42 56,685.70
June 25, 2029................... 80,657.01 54,468.98
July 25, 2029................... 77,104.07 52,308.75
August 25, 2029................. 73,661.51 50,203.79
September 25, 2029.............. 70,326.29 48,152.92
October 25, 2029................ $67,095.49 $46,154.97
November 25, 2029............... 63,966.22 44,208.81
December 25, 2029............... 60,935.71 42,313.31
January 25, 2030................ 58,001.22 40,467.39
February 25, 2030............... 55,160.10 38,669.97
March 25, 2030.................. 52,409.78 36,919.98
April 25, 2030.................. 49,747.72 35,216.40
May 25, 2030.................... 47,171.49 33,558.21
June 25, 2030................... 44,678.70 31,944.40
July 25, 2030................... 42,267.00 30,374.02
August 25, 2030................. 39,934.15 28,846.10
September 25, 2030.............. 37,677.93 27,359.70
October 25, 2030................ 35,496.20 25,913.89
November 25, 2030............... 33,386.85 24,507.79
December 25, 2030............... 31,347.85 23,140.50
January 25, 2031................ 29,377.21 21,811.15
February 25, 2031............... 27,473.00 20,518.90
March 25, 2031.................. 25,633.34 19,262.90
April 25, 2031.................. 23,856.38 18,042.34
May 25, 2031.................... 22,140.34 16,856.44
June 25, 2031................... 20,483.49 15,704.38
July 25, 2031................... 18,884.12 14,585.41
August 25, 2031................. 17,340.59 13,498.77
September 25, 2031.............. 15,851.28 12,443.73
October 25, 2031................ 14,414.65 11,419.55
November 25, 2031............... 13,029.16 10,425.53
December 25, 2031............... 11,693.33 9,460.97
January 25, 2032................ 10,405.72 8,525.20
February 25, 2032............... 9,164.93 7,617.52
March 25, 2032.................. 7,969.58 6,737.31
April 25, 2032.................. 6,818.34 5,883.92
May 25, 2032.................... 5,709.92 5,056.71
June 25, 2032................... 4,643.06 4,255.07
July 25, 2032................... 3,616.52 3,478.41
August 25, 2032................. 2,629.12 2,726.13
September 25, 2032.............. 1,679.69 1,997.64
October 25, 2032................ 767.10 1,292.39
November 25, 2032............... 0.00 500.06
December 25, 2032............... 0.00 184.02
January 25, 3033 and thereafter. 0.00 0.00
EXHIBIT R-1
FORM OF FORM 10-K CERTIFICATE
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement dated March 1, 2003 (the "Agreement") among Residential Funding
Mortgage Securities I, Inc. (the "Company"), Residential Funding Corporation
(the "Master Servicer") and Deutsche Bank Trust Company Americas (the
"Trustee");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Master Servicer under the Agreement for inclusion
in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the Agreement and based upon my knowledge and the annual
compliance review required under the Agreement, and except as disclosed in the
report, the Master Servicer has fulfilled its obligations under the Agreement;
and
5. The reports disclose all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
as set forth in the Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: [the Trustee].
Date:____________
_________________________________*
[Signature]
Name:
Title:
* - to be signed by the senior officer in charge of the servicing functions of
the Master Servicer
EXHIBIT R-2
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of Deutsche Bank Trust Company
Americas (the "Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to
be performed by it pursuant to the provisions of the Pooling and Servicing
Agreement dated March 1, 2003 (the "Agreement") by and among Residential Funding
Mortgage Securities I, Inc. (the "Company"), Residential Funding Corporation
(the "Master Servicer") and the Trustee in accordance with the standards set
forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on the
Certificate Register as of the end of the calendar year that is provided by the
Trustee pursuant to the Agreement is accurate as of the last day of the 20___
calendar year.
Capitalized terms used and not defined herein shall have the meanings
given such terms in the Agreement.
IN WITNESS THEREOF, I have duly executed this certificate as of
____________, 20___
Name:________________
Title:
