EXECUTION COPY
EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2004
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2004-KS3
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS..................................................................4
Section 1.01. Definitions.......................................................4
Section 1.02. Determination of LIBOR...........................................52
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.............53
Section 2.01. Conveyance of Mortgage Loans.....................................53
Section 2.02. Acceptance by Trustee............................................56
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor........................................................57
Section 2.04. Representations and Warranties of Sellers........................59
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated
REMIC Regular Interests..........................................61
Section 2.06. Purposes and Powers of the Trust.................................61
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................63
Section 3.01. Master Servicer to Act as Servicer...............................63
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement
of Subservicers' Obligations.....................................65
Section 3.03. Successor Subservicers...........................................66
Section 3.04. Liability of the Master Servicer.................................66
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................67
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..67
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account67
Section 3.08. Subservicing Accounts; Servicing Accounts........................70
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans
71
Section 3.10. Permitted Withdrawals from the Custodial Account.................71
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage..........73
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage74
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain Assignments..............................................75
Section 3.14. Realization Upon Defaulted Mortgage Loans........................76
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................79
Section 3.16. Servicing and Other Compensation; Compensating Interest..........80
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Section 3.17. Reports to the Trustee and the Depositor.........................81
Section 3.18. Annual Statement as to Compliance................................81
Section 3.19. Annual Independent Public Accountants' Servicing Report..........81
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........82
Section 3.21. The Mortgage Insurance Co-Trustee................................82
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS..............................................84
Section 4.01. Certificate Account..............................................84
Section 4.02. Distributions....................................................84
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act
Reporting........................................................94
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer..................................................97
Section 4.05. Allocation of Realized Losses....................................99
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...101
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................101
Section 4.08. Limited Mortgage Loan Repurchase Right..........................102
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund...................102
Section 4.10. Hedge Agreement.................................................103
Section 4.11. Derivative Contracts............................................103
ARTICLE V THE CERTIFICATES...........................................................105
Section 5.01. The Certificates................................................105
Section 5.02. Registration of Transfer and Exchange of Certificates...........106
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............111
Section 5.04. Persons Deemed Owners...........................................112
Section 5.05. Appointment of Paying Agent.....................................112
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER......................................113
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.113
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer...........113
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
114
Section 6.04. Depositor and Master Servicer Not to Resign.....................114
ARTICLE VII DEFAULT....................................................................115
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Section 7.01. Events of Default...............................................115
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........116
Section 7.03. Notification to Certificateholders..............................117
Section 7.04. Waiver of Events of Default.....................................118
ARTICLE VIII CONCERNING THE TRUSTEE.....................................................119
Section 8.01. Duties of Trustee...............................................119
Section 8.02. Certain Matters Affecting the Trustee...........................120
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........121
Section 8.04. Trustee May Own Certificates....................................122
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification122
Section 8.06. Eligibility Requirements for Trustee............................122
Section 8.07. Resignation and Removal of the Trustee..........................123
Section 8.08. Successor Trustee...............................................124
Section 8.09. Merger or Consolidation of Trustee..............................124
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................124
Section 8.11. Appointment of Custodians.......................................125
Section 8.12. Appointment of Office or Agency.................................125
ARTICLE IX TERMINATION................................................................126
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans..................................................126
Section 9.02. Additional Termination Requirements.............................130
ARTICLE X REMIC PROVISIONS...........................................................131
Section 10.01. REMIC Administration............................................131
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification134
ARTICLE XI MISCELLANEOUS PROVISIONS...................................................135
Section 11.01. Amendment.......................................................135
Section 11.02. Recordation of Agreement; Counterparts..........................137
Section 11.03. Limitation on Rights of Certificateholders......................137
Section 11.04. Governing Law...................................................138
Section 11.05. Notices.........................................................138
Section 11.06. Notices to Rating Agencies......................................139
Section 11.07. Severability of Provisions......................................139
Section 11.08. Supplemental Provisions for Resecuritization....................140
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Section 11.09. Third-Party Beneficiary.........................................140
Exhibit A Form of Class A Certificate................................................A-1
Exhibit B Form of Class M Certificate................................................B-1
Exhibit C Form of Class SB Certificate...............................................C-1
Exhibit D Form of Class R Certificate................................................D-1
Exhibit E Form of Custodial Agreement................................................E-1
Exhibit F-1 Group I Loan Schedule....................................................F-1-1
Exhibit F-2 Group II-A Loan Schedule.................................................F-2-1
Exhibit F-3 Group II-B Loan Schedule.................................................F-3-1
Exhibit G Forms of Request for Release...............................................G-1
Exhibit H-1 Form of Transfer Affidavit and Agreement.................................H-1-1
Exhibit H-2 Form of Transferor Certificate...........................................H-2-1
Exhibit I Form of Investor Representation Letter.....................................I-1
Exhibit J Form of Transferor Representation Letter...................................J-1
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty....................................K-1
Exhibit L Form of Limited Guaranty...................................................L-1
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan...............M-1
Exhibit N Form of Rule 144A Investment Representation................................N-1
Exhibit O [Reserved].................................................................O-1
Exhibit P Form of ERISA Letter.......................................................P-1
Exhibit Q Reserved...................................................................Q-1
Exhibit R Assignment Agreement......................................................R-1
Exhibit S MI Policy..................................................................S-1
Exhibit T-1 Form of 10-K Certification...............................................T-1-1
Exhibit T-2 Form of Back-Up Certification............................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating Agencies Relating to
Reportable Modified Mortgage Loans.........................................U-1
iv
This Pooling and Servicing Agreement, effective as of March 1, 2004,
among RESIDENTIAL ASSET SECURITIES CORPORATION, as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, a New York banking
corporation, as trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
twenty Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans (as defined herein) and certain other
related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans and certain
other related assets (exclusive of the Mortgage Insurance Premium Taxes Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class R-I Certificates will represent the
sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the REMIC I Regular
Interests will be certificated.
UNCERTIFICATED
REMIC I INITIAL UNCERTIFICATED
------------------- REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT1 Variable(1) $ 199,964,390.22 April 25, 2034
LT2 Variable(1) $ 4,312.22 April 25, 2034
LT3 0.00% $ 15,687.79 April 25, 2034
LT4 Variable(1) $ 15,687.79 April 25, 2034
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
1
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets (exclusive of the Mortgage Insurance Premium Taxes Reserve
Fund) subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." The Class R-II Certificates will represent the
sole Class of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC II (the "REMIC II Regular Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II
Regular Interest shall be the Maturity Date. None of the REMIC II Regular
Interests will be certificated.
UNCERTIFICATED
REMIC II INITIAL UNCERTIFICATED
------------------- REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT5 Variable(1) $ 474,911,071.34 April 25, 2034
LT6 Variable(1) $ 5,128.83 April 25, 2034
LT7 0.00% $ 42,371.26 April 25, 2034
LT8 Variable(1) $ 42,371.26 April 25, 2034
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
REMIC III
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests and REMIC
II Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as REMIC III. The Class R-III
Certificates will represent the sole Class of "residual interests" in REMIC III
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Pass-Through Rate, aggregate
Initial Certificate Principal Balance, certain features, month of Final
Scheduled Distribution Date and initial ratings for each Class of Certificates
comprising the interests representing "regular interests" in REMIC III. The
"latest possible maturity date" (determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III
Regular Certificates shall be the Maturity Date.
2
Month of
Final
Aggregate Initial Scheduled
Pass-Through Certificate Distribution
Designation Type Rate Principal Balance Features Date Initial Ratings
S&P Fitch Xxxxx'x
Class A-I-1 Regular Adjustable(1) $ 63,000,000.00 Senior/Adjustable November 2020 AAA AAA Aaa
Rate
Class A-I-2 Regular 2.17%(2) $ 23,900,000.00 Senior/Fixed Rate November 2024 AAA AAA Aaa
Class A-I-3 Regular 2.64%(2) $ 33,400,000.00 Senior/Fixed Rate July 2029 AAA AAA Aaa
Class A-I-4 Regular 3.77%(2) $ 22,400,000.00 Senior/Fixed Rate January 2032 AAA AAA Aaa
Class A-I-5 Regular 4.77%(2)(3) $ 17,500,000.00 Senior/Fixed Rate April 2034 AAA AAA Aaa
Class A-I-6 Regular 3.90%(2) $ 17,800,000.00 Senior/Fixed April 2034 AAA AAA Aaa
Rate/Lockout
Class A-II-A Regular(4) Adjustable(5) $198,906,250.00 Senior/Adjustable April 2034 AAA AAA Aaa
Rate
Class A-II-B1 Regular(4) Adjustable(5) $ 99,000,000.00 Senior/Adjustable August 2024 AAA AAA Aaa
Rate
Class A-II-B2 Regular(4) Adjustable(5) $ 99,906,250.00 Senior/Adjustable April 2034 AAA AAA Aaa
Rate
Class M-I-1 Regular 4.34%(2) $ 9,500,000.00 Mezzanine/Fixed Rate April 2034 AA AA Aa2
Class M-I-2 Regular 4.69%(2) $ 7,000,000.00 Mezzanine/Fixed Rate April 2034 A+ A A2
Class M-I-3 Regular 5.11%(2) $ 5,500,000.00 Mezzanine /Fixed Rate April 2034 BBB+ BBB Baa2
Class M-II-1 Regular(4) Adjustable(5) $ 30,875,000.00 Mezzanine/Adjustable April 2034 AA AA Aa2
Rate
Class M-II-2 Regular(4) Adjustable(5) $ 26,125,000.00 Mezzanine/Adjustable April 2034 A+ A+ A2
Rate
Class M-II-3 Regular(4) Adjustable(5) $ 20,187,000.00 Mezzanine/Adjustable April 2034 BBB+ BBB Baa2
Rate
Class SB-I Regular (6) $ 78.02 Subordinate April 2034 N/R N/R N/R
(6)
Class SB-II Regular (6) $ 942.70 Subordinate April 2034 N/R N/R N/R
(6)
____________________
(1) The REMIC III Regular Interest ownership of which is represented by the
Class A-I-1 Certificates will accrue interest at a per annum rate equal to
LIBOR plus 0.090%, subject to a payment cap as described in the definition
of "Pass-Through Rate" herein and the provisions for the payment of Group I
Net WAC Cap Shortfalls herein.
(2) The REMIC III Regular Interests ownership of which is represented by the
Class A-I-2, Class A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class
M-I-1, Class M-I-2 and Class M-I-3 Certificates are subject to a payment cap
as described in the definition of "Pass-Through Rate" herein and the
provisions for the payment of Group I Net WAC Cap Shortfalls herein.
(3) Beginning on the second Distribution Date after the first possible Group I
Optional Termination Date, the Pass-Through Rate for the Class A-I-5
Certificates will increase by 0.50% per annum.
(4) The Class A-II and Class M-II Certificates will represent ownership of REMIC
III Regular Interests together with certain rights to payments to be made
from amounts received under the Hedge Agreement which will be deemed made
for federal income tax purposes outside of REMIC III by the holder of the
Class SB-II Certificates as the owner of the Hedge Agreement.
(5) The REMIC III Regular Interests ownership of which is represented by the
Class A-II and Class M-II Certificates, will accrue interest at a per annum
rate equal to LIBOR plus the applicable Margin, each subject to a payment
cap as described in the definition of "Pass-Through Rate" and the provisions
for the payment of Group II Basis Risk Shortfalls herein. The Class A-II and
Class M-II Certificates will also entitle their holders to certain payments
from the Holder of the SB-II Certificates from amounts received under the
Hedge Agreement, which will not be a part of their ownership of the REMIC
III Regular Interests.
(6) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates will
not accrue interest on their Certificate Principal Balance. The Class SB-I
Certificates and Class SB-II Certificates will each be comprised of two
REMIC III regular interests, a principal only regular interest designated
SB-I-PO and SB-II-PO, respectively, and an interest only regular interest
designated SB-I-IO and SB-II-IO, respectively, which will be entitled to
distributions as set forth herein. The rights of the Holder of the Class
SB-II Certificates to payments from the Hedge Agreement shall be outside and
apart from its rights under the REMIC III Regular Interests SB-II-IO and
SB-II-PO.
3
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
ARTICLE I......
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
each Class of Class A Certificates and Class M Certificates, interest accrued
during the related Interest Accrual Period on the Certificate Principal Balance
thereof immediately prior to such Distribution Date at the related Pass-Through
Rate for that Distribution Date, less any interest shortfalls on the related
Mortgage Loans not covered by Excess Cash Flow pursuant to Section 4.02,
including Relief Act Shortfalls and Prepayment Interest Shortfalls, to the
extent not covered by Compensating Interest pursuant to Section 3.16, but
excluding the interest portion of Realized Losses, with all such reductions
allocated on the Group I Loans to the Class A-I Certificates and the Class M-I
Certificates on a pro rata basis, and allocated on the Group II Loans to the
Class A-II Certificates and Class M-II Certificates on a pro rata basis, in each
case in accordance with the amount of Accrued Certificate Interest which would
have been due absent such reductions.
Accrued Certificate Interest on each Class of Class A-II Certificates
and Class M-II Certificates for any Distribution Date shall also be reduced by
any interest shortfalls resulting from the failure of the Hedge Counterparty to
make the required Hedge Payment for such Distribution Date, with all such
reductions allocated to the Class A-II Certificates and Class M-II Certificates
on a pro rata basis, based on the portion of the Hedge Payment each such Class
was entitled to, but did not receive, on such Distribution Date.
Accrued Certificate Interest for any Distribution Date shall further be
reduced by the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
Accrued Certificate Interest on the Class A-I Certificates (other than
the Class A-I-1 Certificates) and, Class M-I Certificates shall accrue interest
on the basis of a 360-day year consisting of twelve 30-day months. Accrued
Certificate Interest on the Class A-I-1 Certificates, Class A-II Certificates
and Class M-II Certificates shall accrue on the basis of a 360-day year and the
actual number of days in the related Interest Accrual Period.
With respect to each Distribution Date and each Class of Class SB
Certificates, interest accrued during the preceding Interest Accrual Period at
the related Pass-Through Rate on the notional amount as specified in the
definition of Pass-Through Rate, immediately prior to such Distribution Date in
each case, reduced by any interest shortfalls with respect to the Mortgage Loans
in the related Loan Group including Prepayment Interest Shortfalls to the extent
not covered by Compensating Interest pursuant to Section 3.16 or by Excess Cash
Flow pursuant to Section 4.02(c)(vii), (viii), (ix) and (x) and Section
4.02(d)(ix), (x), (xi), and (xii). Accrued Certificate Interest on the Class SB
Certificates shall accrue on the basis of a 360-day year and the actual number
of days in the related Interest Accrual Period.
4
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each Group II Loan, each date set forth
in the related Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For purposes of
this definition, "control" means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution
Date, the total of the amounts held in the Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds, Principal
Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04,
4.07 or 4.08 and Mortgage Loan substitutions made pursuant to Section 2.03 or
2.04 received or made in the month of such Distribution Date (other than such
Liquidation Proceeds, Insurance Proceeds, REO Proceeds and purchases of Mortgage
Loans that the Master Servicer has deemed to have been received in the preceding
month in accordance with Section 3.07(b)) and (ii) payments which represent
early receipt of scheduled payments of principal and interest due on a date or
dates subsequent to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of
(i) the appraised value of such Mortgaged Property based upon the appraisal made
at the time of the origination of the related Mortgage Loan, and (ii) the sales
price of the Mortgaged Property at such time of origination, except in the case
of a Mortgaged Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value based upon the appraisal made at the time
of origination of the loan which was refinanced or modified or the appraised
value determined in an appraisal at the time of refinancing or modification, as
the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans, attached hereto as Exhibit R.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
5
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of California, the State of
Minnesota, the State of Texas, the State of New York or the State of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Capitalization Reimbursement Amount: With respect to either Loan Group
and any Distribution Date, the amount of Advances or Servicing Advances that
were added to the Stated Principal Balance of the Mortgage Loans in such Loan
Group during the prior calendar month and reimbursed to the Master Servicer or
Subservicer on or prior to such Distribution Date pursuant to Section
3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than
a Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2004-KS3" and which account shall be held for the benefit of the
Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date,
the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register. Unless
otherwise indicated in this Agreement, the Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions taken by the Trustee on
behalf of the Certificateholders.
6
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate
or Class M Certificate, on any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Sections 4.02(c) and Section 4.02(d) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class
SB-I Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an amount equal
to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of
the Group I Loans over (B) the then aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates then outstanding, which
represents the sum of (i) the Initial Principal Balance of the REMIC III Regular
Interest SB-I-PO, as reduced by Realized Losses allocated thereto and payments
deemed made thereon, and (ii) accrued and unpaid interest on the REMIC III
Regular Interest SB-I-IO, as reduced by Realized Losses allocated thereto. With
respect to each Class SB-II Certificate, on any date of determination, an amount
equal to the Percentage Interest evidenced by such Certificate multiplied by an
amount equal to (i) the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Group II Loans over (B) the then aggregate Certificate
Principal Balance of the Class A-II Certificates and Class M-II Certificates
then outstanding, which represents the sum of (i) the Initial Principal Balance
of the REMIC III Regular Interest SB-II-PO, as reduced by Realized Losses
allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid
interest on the REMIC III Regular Interest SB-II-IO, as reduced by Realized
Losses allocated thereto. The Class R Certificates will not have a Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Collectively, the Class A-I Certificates and Class
A-II Certificates.
Class A-I Certificates: Collectively, the Class A-I-1 Certificates,
Class A-I-2 Certificates, Class A-I-3 Certificates, Class A-I-4 Certificates,
Class A-I-5 Certificates and Class A-I-6 Certificates.
Class A-I Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the Group I Principal Distribution Amount for that
Distribution Date or (b) on or after the Group I Stepdown Date if a Group I
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group I Principal Distribution Amount for that Distribution Date;
and
(ii) the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class A-I Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
7
Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of the
Group I Loans after giving effect to distributions to be made on that
Distribution Date, over the Group I Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-6 Certificate: Any one of the Class A-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-I
Certificates, SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
(y) the Class A-I-6 Pro Rata Distribution Amount for that Distribution Date. In
no event shall the Class A-I-6 Lockout Distribution Amount for a Distribution
Date exceed the Class A-I Principal Distribution Amount for that Distribution
Date or the Certificate Principal Balance of the Class A-I-6 Certificates
immediately prior to such Distribution Date.
8
Class A-I-6 Lockout Percentage: For each Distribution Date, the
applicable percentage set forth below:
(i) for any Distribution Date from April 2004 through and including March 2007,
0%;
(ii) for any Distribution Date from April 2007 through and including March 2009,
45%;
(iii) for any Distribution Date from April 2009 through and including March
2010, 80%;
(iv) for any Distribution Date from April 2010 through and including March 2011,
100%; and
(v) for any Distribution Date from April 2011 and thereafter, 300%.
Class A-I-6 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Class A-I Principal Distribution Amount for
that Distribution Date.
Class A-II Certificates: Collectively, the Class A-II-A Certificates and
Class A-II-B Certificates.
Class A-II Interest Distribution Amount: With respect to each Class of
Class A-II Certificates and any Distribution Date, Accrued Certificate Interest
thereon for that Distribution Date plus Accrued Certificate Interest thereon
remaining unpaid from any prior Distribution Date shall be paid from the Group
II Interest Remittance Amount and Group II Principal Remittance Amount, in the
following priority:
(i) first, concurrently, to the Class A-II-A Certificates from the Group
II Interest Remittance Amount derived from the Group II-A Loans and
to the Class A-II-B Certificates, pro rata, based upon the amount of
Accrued Certificate Interest due thereon, from the Group II Interest
Remittance Amount derived from the Group II-B Loans;
(ii) second, to the Class A-II-A Certificates from the Group II Interest
Remittance Amount derived from the Group II-B Loans or to the Class
A-II-B Certificates, pro rata, based upon the amount of Accrued
Certificate Interest due thereon, from the Group II Interest
Remittance Amount derived from the Group II-A Loans, in each case
after taking into account any payments made in clause (i) above;
(iii) third, concurrently, to the Class A-II-A Certificates from the Group
II Principal Remittance Amount derived from the Group II-A Loans and
to the Class A-II-B Certificates, pro rata, based upon the amount of
Accrued Certificate Interest due thereon, from the Group II Principal
Remittance Amount derived from the Group II-B Loans, in each case
after taking into account any payments made in clauses (i) and (ii)
above; and
(iv) fourth, to the Class A-II-A Certificates from the Group II Principal
Remittance Amount derived from the Group II-B Loans or to the Class
A-II-B Certificates, pro rata, based upon the amount of Accrued
Certificate Interest due thereon, from the Group II Principal
Remittance Amount derived from the Group II-A Loans, in each case
after taking into account any payments made in clauses (i), (ii) and
(iii) above.
9
Class A-II Principal Allocation Amount: With respect to any Distribution
Date, the sum of (a) the Group II Principal Remittance Amount for that
Distribution Date and (b) the principal portion of any Realized Losses incurred
(or deemed to have been incurred) on the Group II Loans in the calendar month
preceding such Distribution Date to the extent covered by Excess Cash Flow for
such Distribution Date; provided, that on any Distribution Date on which there
is insufficient Excess Cash Flow to cover all Realized Losses incurred (or
deemed to have been incurred) on the Group II Loans in the calendar month
preceding such Distribution Date, in determining the Class A-II-A Principal
Distribution Amount and Class A-II-B Principal Distribution Amount, the
available Excess Cash Flow will be allocated to the Class A-II-A Certificates
and Class A-II-B Certificates, pro rata, based on the principal portion of
Realized Losses on the Group II-A Loans and Group II-B Loans, respectively.
Class A-II Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the Group II Principal Distribution Amount for that
Distribution Date or (b) on or after the Group II Stepdown Date if a Group II
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Group II Principal Distribution Amount for that Distribution
Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class A-II Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of the
Group II Loans after giving effect to distributions to be made on
that Distribution Date, over the Group II Overcollateralization
Floor.
Class A-II-A Certificate: Any one of the Class A-II-A Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group II-A
Loans as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class A-II-A Margin: Initially, 0.230% per annum, and on any
Distribution Date or on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.460% per annum.
Class A-II-A Principal Distribution Amount: For any Distribution Date,
the product of (x) the Class A-II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the portion of
the Class A-II Principal Allocation Amount related to the Group II-A Loans for
such Distribution Date and the denominator of which is the Class A-II Principal
Allocation Amount for all of the Group II Loans for such Distribution Date.
Class A-II-B Certificates: Collectively, the Class A-II-B1 Certificates
and Class A-II-B2 Certificates.
Class A-II-B Principal Distribution Amount: For any Distribution Date,
the product of (x) the Class A-II Principal Distribution Amount for such
Distribution Date and (y) a fraction, the numerator of which is the portion of
10
the Class A-II Principal Allocation Amount related to the Group II-B Loans for
such Distribution Date and the denominator of which is the Class A-II Principal
Allocation Amount for all of the Group II Loans for such Distribution Date.
Class A-II-B1 Certificate: Any one of the Class A-II-B1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group II-B
Loans as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class A-II-B1 Margin: Initially, 0.090% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.180% per annum.
Class A-II-B2 Certificate: Any one of the Class A-II-B2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M-II
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group II-B
Loans as set forth in Section 4.05, and evidencing (i) an interest designated as
a "regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
Class A-II-B2 Margin: Initially, 0.210% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.420% per annum.
Class M Certificates: Collectively, the Class M-I Certificates and Class
M-II Certificates.
Class M-I Certificates: Collectively, the Class M-I-1 Certificates,
Class M-I-2 Certificates and Class M-I-3 Certificates.
Class M-I-1 Certificate: Any one of the Class M-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class M-I-2
Certificates, Class M-I-3 Certificates, Class SB Certificates and Class R
Certificates with respect to distributions and the allocation of Realized Losses
in respect of Group I Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions.
Class M-I-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount or (b) on or after the Group I Stepdown Date if a Group I Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates (after taking into account
the payment of the Class A-I Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class
M-I-1 Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable Subordination Percentage
and (2) the aggregate Stated Principal Balance of the Group I Loans after
giving effect to distributions to be made on that Distribution Date and (y)
the excess, if any, of the aggregate Stated Principal Balance of the Group
I Loans after giving effect to distributions to be made on that
Distribution Date, over the Group I Overcollateralization Floor.
11
Class M-I-2 Certificate: Any one of the Class M-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class M-I-3
Certificates, Class SB Certificates and Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions.
Class M-I-2 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount and the Class M-I-1 Principal Distribution Amount or (b) on or after the
Group I Stepdown Date if a Group I Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount and
the Class M-I-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates and Class M-I-1
Certificates (after taking into account the payment of the Class A-I
Principal Distribution Amount and the Class M-I-1 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-I-2 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal
Balance of the Group I Loans after giving effect to distributions to be
made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Group I Loans after giving effect to
distributions to be made on that Distribution Date, over the Group I
Overcollateralization Floor.
Class M-I-3 Certificate: Any one of the Class M-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, senior to the Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Group I Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions.
Class M-I-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group I Stepdown Date or on or after the
Group I Stepdown Date if a Group I Trigger Event is in effect for that
Distribution Date, the remaining Group I Principal Distribution Amount for that
Distribution Date after distribution of the Class A-I Principal Distribution
Amount, the Class M-I-1 Principal Distribution Amount and the Class M-I-2
Principal Distribution Amount or (b) on or after the Group I Stepdown Date if a
Group I Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group I Principal Distribution Amount for that Distribution
Date after distribution of the Class A-I Principal Distribution Amount, the
Class M-I-1 Principal Distribution Amount and the Class M-I-2 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-I Certificates, Class M-I-1 Certificates
and Class M-I-2 Certificates (after taking into account the payment of the
Class A-I Principal Distribution Amount, the Class M-I-1 Principal
12
Distribution Amount and the Class M-I-2 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-I-3 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Group I
Loans after giving effect to distributions to be made on that Distribution
Date and (y) the excess, if any, of the aggregate Stated Principal Balance
of the Group I Loans after giving effect to distributions to be made on
that Distribution Date, over the Group I Overcollateralization Floor.
Class M-II Certificates: Collectively, the Class M-II-1 Certificates,
Class M-II-2 Certificates and Class M-II-3 Certificates.
Class M-II-1 Certificate: Any one of the Class M-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-2 Certificates, Class M-II-3 Certificates, Class SB Certificates and Class
R Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group II as set forth in Section 4.05, and evidencing
(i) an interest designated as a "regular interest" in REMIC III for purposes of
the REMIC Provisions and (ii) the right to receive payments under the Hedge
Agreement.
Class M-II-1 Margin: Initially, 0.500% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.750% per annum.
Class M-II-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount or (b) on or after the Group II Stepdown Date if a Group II Trigger Event
is not in effect for that Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that Distribution
Date after distribution of the Class A-II Principal Distribution Amount;
and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II Certificates (after taking into account
the payment of the Class A-II Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class
M-II-1 Certificates immediately prior to that Distribution Date over (B)
the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Group II
Loans after giving effect to distributions to be made on that Distribution
Date and (y) the excess, if any, of the aggregate Stated Principal Balance
of the Group II Loans after giving effect to distributions to be made on
that Distribution Date, over the Group II Overcollateralization Floor.
Class M-II-2 Certificate: Any one of the Class M-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class
M-II-3 Certificates, Class SB Certificates and Class R Certificates with respect
to distributions and the allocation of Realized Losses in respect of Loan Group
II as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for purposes of the REMIC Provisions and (ii)
the right to receive payments under the Hedge Agreement.
13
Class M-II-2 Margin: Initially, 1.050% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 1.575% per annum.
Class M-II-2 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount and the Class M-II-1 Principal Distribution Amount or (b) on or after the
Group II Stepdown Date if a Group II Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Group II Principal Distribution Amount for that Distribution
Date after distribution of the Class A-II Principal Distribution Amount and
the Class M-II-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II Certificates and Class M-II-1
Certificates (after taking into account the payment of the Class A-II
Principal Distribution Amount and the Class M-II-1 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal
Balance of the Class M-II-2 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal
Balance of the Group II Loans after giving effect to distributions to be
made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Group II Loans after giving effect to
distributions to be made on that Distribution Date, over the Group II
Overcollateralization Floor.
Class M-II-3 Certificate: Any one of the Class M-II-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, senior to the Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest"
in REMIC III for purposes of the REMIC Provisions and (ii) the right to receive
payments under the Hedge Agreement.
Class M-II-3 Margin: Initially, 1.800% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 2.700% per annum.
Class M-II-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Group II Stepdown Date or on or after the
Group II Stepdown Date if a Group II Trigger Event is in effect for that
Distribution Date, the remaining Group II Principal Distribution Amount for that
Distribution Date after distribution of the Class A-II Principal Distribution
Amount, the Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount or (b) on or after the Group II Stepdown Date if a
Group II Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Group II Principal Distribution Amount for that Distribution
Date after distribution of the Class A-II Principal Distribution Amount,
the Class M-II-1 Principal Distribution Amount and the Class M-II-2
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A-II Certificates, Class M-II-1 Certificates
and Class M-II-2 Certificates (after taking into account the payment of the
Class A-II Principal Distribution Amount, the Class M-II-1 Principal
Distribution Amount and the Class M-II-2 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-II-3 Certificates immediately prior to that Distribution Date over
14
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Group II
Loans after giving effect to distributions to be made on that Distribution
Date and (y) the excess, if any, of the aggregate Stated Principal Balance
of the Group II Loans after giving effect to distributions to be made on
that Distribution Date, over the Group II Overcollateralization Floor.
Class R Certificate: Collectively, the Class R-I Certificates, Class
R-II Certificates and Class R-III Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class SB Certificate: Collectively, the Class SB-I Certificates and Class
SB-II Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit B, subordinate to the Class A Certificates
and Class M Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC III for purposes of the REMIC
Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A Certificates and Class M Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing an
interest comprised of "regular interests" in REMIC III together with certain
rights to payments under the Hedge Agreement for purposes of the REMIC
Provisions.
Closing Date: March 30, 2004.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
----------
Compensating Interest: With respect to any Distribution Date, any amount
paid by the Master Servicer in accordance with Section 3.16(f).
15
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at JPMorgan Chase Bank, 4 New York Plaza, 6th Floor, New
York, New York 10004, Attn: Institutional Trust Services/Global Debt, RASC
2004-KS3. For purposes of Section 3.21 of this Agreement, however, such term
shall mean the office of the Mortgage Insurance Co-Trustee, located at 000
Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, or such other office as
the Mortgage Insurance Co-Trustee shall designate.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: Xxxxx Fargo Bank, N.A., or any successor custodian appointed
pursuant to a Custodial Agreement.
Cut-off Date: March 1, 2004.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due in 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 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
16
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depositor: As defined in the preamble hereto.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Derivative Contract: Any ISDA Master Agreement, together with the
related Schedule and Confirmation, entered into by the Trustee and a Derivative
Counterparty in accordance with Section 4.11.
Derivative Counterparty: Any counterparty to a Derivative Contract as
provided in Section 4.11.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, including, if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of the Code and any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause either REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
17
Distribution Date: The 25th day of any month beginning in April 2004 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 or
the Mortgage Insurance Premium Taxes Reserve Fund, a trust account or accounts
maintained in the corporate trust division of JPMorgan Chase Bank, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution
Date and each Loan Group, the lesser of (a) one-twelfth of 0.125% of the Stated
Principal Balance of the related Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain
on amounts held in the Custodial Account and the Certificate Account and payable
to the Certificateholders with respect to such Distribution Date, in each case
with respect to the related Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02(a) except as may be required pursuant to the last sentence of such
Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: Any Group I Excess Cash Flow or Group II Excess Cash
Flow, as applicable.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of
determination, the sum of the applicable Servicing Fee Rate, the per annum rate
at which the applicable Subservicing Fee accrues and, where applicable, the
Mortgage Insurance Premium Rate.
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Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
----
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates, the
Distribution Date occurring in November 2020; with respect to the Class A-I-2
Certificates, the Distribution Date occurring in November 2024; with respect to
the Class A-I-3 Certificates, the Distribution Date occurring in July 2029; with
respect to the Class A-I-4 Certificates, the Distribution Date occurring in
January 2032; with respect to the Class A-II-B1 Certificates, the Distribution
Date occurring in August 2024; and with respect to the Class A-I-5 Certificates,
Class A-I-6 Certificates, Class A-II-A Certificates, Class A-II-B2 Certificates
and Class M Certificates, the Distribution Date occurring in April 2034. No
event of default under this Agreement will arise or become applicable solely by
reason of the failure to retire the entire Certificate Principal Balance of any
Class of Class A Certificates or Class M Certificates on or before its Final
Scheduled Distribution Date.
Fitch: Fitch Ratings, or its successors in interest.
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Foreclosure Profits: With respect to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Formula Rate: With respect to the Class A-I Certificates and Class M-I
Certificates, a per annum rate equal to:
(i) with respect to the Class A-I-1 Certificates, LIBOR plus 0.090%;
(ii) with respect to the Class A-I-2 Certificates, 2.17%;
(iii) with respect to the Class A-I-3 Certificates, 2.64%;
(iv) with respect to the Class A-I-4 Certificates, 3.77%;
(v) with respect to the Class A-I-5 Certificates and any Distribution
Date occurring prior to the second Distribution Date following the
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first possible Group I Optional Termination Date, 4.77%, and with
respect to any Distribution Date occurring on or after the second
Distribution Date following the first possible Group I Optional
Termination Date, 5.27%;
(vi) with respect to the Class A-I-6 Certificates, 3.90%;
(vii) with respect to the Class M-I-1 Certificates, 4.34%;
(viii) with respect to the Class M-I-2 Certificates, 4.69%; and
(ix) with respect to the Class M-I-3 Certificates, 5.11%;
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of
1970, as amended, or any successor thereto.
Gross Margin: With respect to each Group II Loan, the fixed percentage
set forth in the related Mortgage Note and indicated on the Mortgage Loan
Schedule as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group I Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group I
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date, including any Subsequent Recoveries,
and amounts deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans that are Group I Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date with respect to the Group I Loans, (iii) any amount deposited in
the Certificate Account on the related Certificate Account Deposit Date pursuant
to the second paragraph of Section 3.12(a) in respect of the Group I Loans, (iv)
any amount that the Master Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e) in respect of the Group I Loans
and (v) any amount deposited in the Certificate Account pursuant to Section 4.07
or 9.01 in respect of the Group I Loans, reduced by (b) the sum as of the close
of business on the immediately preceding Determination Date of (i) the Mortgage
Insurance Premium payable in respect of the Group I Loans to the MI Policy
Provider, (ii) any payments or collections consisting of prepayment charges on
the Group I Loans that were received during the related Prepayment Period, (iii)
the Amount Held for Future Distribution with respect to the Group I Loans, and
(iv) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Group I Loans pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a).
Group I Certificates: The Class A-I Certificates, Class M-I Certificates,
Class SB-I Certificates.
Group I Cut-off Date Balance: $200,000,078.02.
Group I Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group I Available
Distribution Amount for that Distribution Date over (ii) the sum of (a) the
Group I Interest Distribution Amount for that Distribution Date and (b) the
Group I Principal Remittance Amount for that Distribution Date to the extent not
applied to pay interest on the Class A-I Certificates and Class M-I Certificates
on such Distribution Date and (B) the Group I Overcollateralization Reduction
Amount, if any, for that Distribution Date.
20
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount for such Distribution Date.
Group I Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(c)(i).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1. The Group I Loans relate to the Class
A-I Certificates, Class M-I Certificates and Class SB-I Certificates.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date (and in the case of the
Class A-I-1 Certificates, multiplied by a fraction, the numerator of which is
equal to 30 and the denominator of which is equal to the actual number of days
in the related Interest Accrual Period).
Group I Net WAC Cap Shortfalls: With respect to each Class of the Class
A-I Certificates and Class M-I Certificates and each Distribution Date, the sum
of (a) with respect to any Distribution Date on which the Group I Net WAC Cap
Rate is used to determine the Pass-Through Rate of such Class, an amount equal
the excess of (i) Accrued Certificate Interest for such Class calculated at the
related Formula Rate, over (ii) Accrued Certificate Interest for such Class
calculated using the Group I Net WAC Cap Rate, (b) any shortfalls for such
Certificates calculated pursuant to clause (a) above remaining unpaid from prior
Distribution Dates, and (c) one month's interest on the amount in clause (b)
above (based on the number of days in the preceding Interest Accrual Period) at
a rate equal to the related Pass-Through Rate.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (after giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates and Class M-I Certificates immediately prior to such
date.
Group I Overcollateralization Floor: With respect to the Group I Loans,
an amount equal to the product of (a) 0.50% and (b) the Group I Cut-off Date
Balance.
Group I Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group I Excess Cash Flow
for such Distribution Date available to make payments pursuant to Section
4.02(c)(v) and (2) the Group II Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(d)(viii), and (b) the excess
of (1) the Group I Required Overcollateralization Amount for such Distribution
Date over (2) the Group I Overcollateralization Amount for such Distribution
Date; provided, that until the Distribution Date in October 2004, the Group I
Overcollateralization Increase Amount shall be $0.
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group I Excess Overcollateralization Amount
is, after taking into account all other distributions to be made on such
21
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group I Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group I
Principal Remittance Amount for such Distribution Date.
Group I Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available
Distribution Amount over (y) the Group I Interest Distribution Amount, and (ii)
any Group II Excess Cash Flow used to pay principal on the Class A-I
Certificates or Class M-I Certificates pursuant to Section 4.02(d), and (b) the
sum of:
(i) the principal portion of each Monthly Payment received or Advanced
with respect to the related Due Period on each Outstanding Mortgage
Loan that is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased during
the related Prepayment Period (or deemed to have been so repurchased
in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03,
2.04 or 4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a Deleted
Mortgage Loan that is a Group I Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other
than Subsequent Recoveries, on the Group I Loans (including, without
limitation, Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been so received) to the
extent applied by the Master Servicer as recoveries of principal of
the Group I Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to
have been incurred) on any Group I Loans in the calendar month
preceding such Distribution Date to the extent covered Excess Cash
Flow for such Distribution Date; and
(v) the Group I Overcollateralization Increase Amount for such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date after the allocation of Excess Cash Flow pursuant
to clause (iv) above;
minus
(vi) (A) the amount of any Group I Overcollateralization Reduction Amount
for such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group I Loans for such
Distribution Date.
Group I Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group I Principal Distribution Amount for that Distribution Date.
Group I Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Group I Stepdown Date, an amount equal to
2.00% of the aggregate Stated Principal Balance of the Group I Loans as of the
Cut-off Date, (b) on or after the Group I Stepdown Date provided a Group I
Trigger Event is not in effect, the greater of (i) an amount equal to 4.00% of
the aggregate outstanding Stated Principal Balance of the Group I Loans after
giving effect to distributions made on that Distribution Date and (ii) the Group
I Overcollateralization Floor and (c) on or after the Group I Stepdown Date if a
Group I Trigger Event is in effect, an amount equal to the Group I Required
22
Overcollateralization Amount from the immediately preceding Distribution Date.
The Group I Required Overcollateralization Amount may be reduced so long as
written confirmation is obtained from each Rating Agency that such reduction
shall not reduce the ratings assigned to the Class A-I Certificates and Class
M-I Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency.
Group I Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Class M-I-1, Class M-I-2 and
Class M-I-3 Certificates and (ii) the Group I Overcollateralization Amount, in
each case prior to the distribution of the Group I Principal Distribution Amount
on such Distribution Date, and the denominator of which is the Group I Stated
Principal Balance after giving effect to distributions to be made on that
Distribution Date.
Group I Stepdown Date: That Distribution Date which is earliest to occur
of (a) the Distribution Date immediately succeeding the Distribution Date on
which the aggregate Certificate Principal Balance of the Class A-I Certificates
has been reduced to zero and (b) the later to occur of (i) the Distribution Date
in April 2007 and (ii) the first Distribution Date on which the Group I Senior
Enhancement Percentage is equal to or greater than 26.00%.
Group I Trigger Event: A Group I Trigger Event is in effect with respect
to any Distribution Date on or after the Stepdown Date if either (a) the product
of 1.35 and the Sixty-Plus Delinquency Percentage for the Group I Loans and that
Distribution Date, equals or exceeds the Group I Senior Enhancement Percentage
for that Distribution Date or (b) on or after the Distribution Date in April
2007, the aggregate amount of Realized Losses on the Group I Loans as a
percentage of the Group I Cut-off Date Balance exceeds the following amounts:
(i) from April 2007 to and including March 2008: 2.00% with respect to
April 2007, plus an additional 1/12th of 1.50% for each month
thereafter;
(ii)from April 2008 to and including March 2009: 3.50% with respect to
April 2008, plus an additional 1/12th of 0.75% for each month
thereafter;
(iii) from April 2009 to and including March 2010: 4.25% with respect to
April 2009, plus an additional 1/12th of 1.00% for each month
thereafter; and
(iv)April 2010 and thereafter: 5.25%.
Group II-A Loan: The Mortgage Loans designated as Group II-A Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-2.
Group II Available Distribution Amount: With respect to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group II
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date, including any Subsequent Recoveries,
and amounts deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans that are Group II Loans,
(ii) the amount of any Advance made on the immediately preceding Certificate
Account Deposit Date with respect to the Group II Loans, (iii) any amount
deposited in the Certificate Account on the related Certificate Account Deposit
Date pursuant to the second paragraph of Section 3.12(a) in respect of the Group
II Loans, (iv) any amount that the Master Servicer is not permitted to withdraw
from the Custodial Account pursuant to Section 3.16(e) in respect of the Group
II Loans and (v) any amount deposited in the Certificate Account pursuant to
Section 4.07, 4.08 or 9.01 in respect of the Group II Loans, reduced by (b) the
sum as of the close of business on the immediately preceding Determination Date
of (i) any payments or collections consisting of prepayment charges on the Group
II Loans that were received during the related Prepayment Period, (ii) the
23
Amount Held for Future Distribution with respect to the Group II Loans, and
(iii) amounts permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Group II Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Group II Basis Risk Shortfalls: With respect to each Class of the Class
A-II Certificates and Class M-II Certificates and any Distribution Date, the sum
of (a) with respect to any Distribution Date on which the Group II Net WAC Cap
Rate is used to determine the Pass-Through Rate of such Class, an amount equal
to the sum of (i) the excess of (x) Accrued Certificate Interest for such Class
calculated at a per annum rate equal to LIBOR plus the related Margin for such
Distribution Date; provided that this rate is no greater than the Group II
Weighted Average Maximum Net Mortgage Rate, over (y) Accrued Certificate
Interest for such Class calculated using the Group II Net WAC Cap Rate, and (ii)
an amount equal to any reduction in the Accrued Certificate Interest of such
Class due to the failure of the Hedge Agreement Provider to make any required
Hedge Payment with respect to such Distribution Date, (b) any shortfalls for
such Class calculated pursuant to clause (a) above remaining unpaid from prior
Distribution Dates, and (c) one month's interest on the amount in clause (b)
(based on the number of days in the preceding Interest Accrual Period) at a rate
equal to the lesser of (i) LIBOR plus the related Margin for such Distribution
Date and (ii) the Group II Weighted Average Maximum Net Mortgage Rate.
Group II-B Loan: The Mortgage Loans designated as Group II-B Loans on
the Mortgage Loan Schedule attached hereto as Exhibit F-3.
Group II Certificates: The Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates.
Group II Cut-off Date Balance: $475,000,942.70.
Group II Excess Cash Flow: With respect to any Distribution Date, an
amount equal to the sum of (A) the excess of (i) the Group II Available
Distribution Amount for that Distribution Date increased by the amount, if any,
paid from the Hedge Payment for that Distribution Date pursuant to Section
4.02(d)(iii) over (ii) the sum of (a) the Group II Interest Distribution Amount
for that Distribution Date and (b) the Group II Principal Remittance Amount for
that Distribution Date to the extent not applied to pay interest on the Class
A-II Certificates and Class M-II Certificates and (B) the Group II
Overcollateralization Reduction Amount, if any, for that Distribution Date.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount for such Distribution Date.
Group II Interest Distribution Amount: For any Distribution Date, the
amounts payable pursuant to Section 4.02(d)(i)-(iii).
Group II Interest Remittance Amount: With respect to any Distribution
Date, the portion of the Group II Available Distribution Amount for that
Distribution Date attributable to interest received or advanced with respect to
the Group II Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as the Group II-A Loans and the Group
II-B Loans. The Group II Loans relate to the Class A-II Certificates, Class M-II
Certificates and Class SB-II Certificates.
24
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
sum of (a) the product of (i) a per annum rate equal to the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Group II Loans using the Net Mortgage Rates in effect for the Monthly
Payments due on such Mortgage Loans during the related Due Period, weighted on
the basis of the respective Stated Principal Balances thereof for such
Distribution Date and (ii) a fraction equal to 30 divided by the actual number
of days in the related Interest Accrual Period, and (b) a per annum rate equal
to (i) the amount, if any, required to be paid under the Hedge Agreement, with
respect to such Distribution Date divided by (ii) the aggregate Stated Principal
Balances of the Group II Loans multiplied by a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period; provided, however, that the Group II Net WAC Cap Rate
shall never be greater than the Group II Weighted Average Maximum Net Mortgage
Rate for the related Distribution Date.
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (after giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-II Certificates and Class M-II Certificates immediately prior to
such date.
Group II Overcollateralization Floor: With respect to the Group II
Loans, an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off
Date Balance.
Group II Overcollateralization Increase Amount: With respect to any
Distribution Date, the lesser of (a) the sum of (1) the Group II Excess Cash
Flow for such Distribution Date available to make payments pursuant to Section
4.02(d)(vii) and (2) the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(vi), and (b) the excess
of (1) the Group II Required Overcollateralization Amount for such Distribution
Date over (2) the Group II Overcollateralization Amount for such Distribution
Date; provided, that until the Distribution Date in May 2004, the Group II
Overcollateralization Increase Amount shall be $0.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group II Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group II Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group II
Principal Remittance Amount on such Distribution Date.
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount, and (ii)
any Group I Excess Cash Flow used to pay principal on the Class A-II
Certificates and Class M-II Certificates pursuant to Section 4.02(c), and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or Advanced
with respect to the related Due Period on each Outstanding Mortgage
Loan that is a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan repurchased during
the related Prepayment Period (or deemed to have been so repurchased
in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03,
2.04, 4.07 or 4.08 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a Deleted
Mortgage Loan that is a Group II Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other
than Subsequent Recoveries, on the Group II Loans (including, without
limitation, Principal Prepayments in Full, Curtailments, Insurance
25
Proceeds, Liquidation Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been so received) to the
extent applied by the Master Servicer as recoveries of principal of
the Group II Loans pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses incurred (or deemed to
have been incurred) on any Group II Loans in the calendar month
preceding such Distribution Date to the extent covered by Excess Cash
Flow for such Distribution Date; and
(v) the Group II Overcollateralization Increase Amount for such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date after the allocation of Excess Cash Flow pursuant
to clause (iv) above;
minus
(vi) (A) the amount of any Group II Overcollateralization Reduction Amount
for such Distribution Date and (B) the amount of any Capitalization
Reimbursement Amount relating to the Group II Loans for such
Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group II Principal Distribution Amount for that Distribution Date.
Group II REMIC Interest Amount: For any Distribution Date and each Class
of Class A-II Certificates and Class M-II Certificates, the Accrued Certificate
Interest for such Class reduced by the portion thereof attributable to the
excess, if any, of the related Pass-Through Rate over the related Group II REMIC
Net WAC Rate.
Group II REMIC Net WAC Rate: For any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the Group II Loans using the Net Mortgage Rates
in effect for the Monthly Payments due on such Mortgage Loans during the related
Due Period, weighted on the basis of the respective Stated Principal Balances
thereof for such Distribution Date and (ii) a fraction equal to 30 divided by
the actual number of days in the related Interest Accrual Period.
Group II Required Overcollateralization Amount: With respect to any
Distribution Date, (a) prior to the Group II Stepdown Date, an amount equal to
2.35% of the aggregate Stated Principal Balance of the Group II Loans as of the
Cut-off Date, and (b) on or after the Group II Stepdown Date if a Group II
Trigger Event is not in effect, the greater of (i) an amount equal to 4.70% of
the aggregate outstanding Stated Principal Balance of the Group II Loans after
giving effect to distributions made on that Distribution Date and (ii) the Group
II Overcollateralization Floor and (c) on or after the Group II Stepdown Date if
a Group II Trigger Event is in effect, an amount equal to the Group II Required
Overcollateralization Amount from the immediately preceding Distribution Date.
The Group II Required Overcollateralization Amount may be reduced so long as
written confirmation is obtained from each Rating Agency that such reduction
shall not reduce the ratings assigned to the Class A II Certificates or Class
M-II Certificates by such Rating Agency below the lower of the then current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency.
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Group II Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of (i)
the aggregate Certificate Principal Balance of the Class M-II-1, Class M-II-2
and Class M-II-3 Certificates and (ii) the Group II Overcollateralization
Amount, in each case prior to the distribution of the Group II Principal
Distribution Amount on such Distribution Date and the denominator of which is
the Group II Stated Principal Balance after giving effect to distributions to be
made on that Distribution Date.
Group II Stepdown Date: That Distribution Date which is the earliest to
occur (a) the Distribution Date immediately succeeding the Distribution Date on
which the aggregate Certificate Principal balance of the Class A-II Certificates
has been reduced to zero and (b) the later to occur of (i) the Distribution Date
in April 2007 and (ii) the first Distribution Date on which the Group II Senior
Enhancement Percentage is equal to or greater than 37.20%.
Group II Trigger Event: A Group II Trigger Event is in effect with
respect to any Distribution Date on or after the Stepdown Date if either (a) the
product of 2.00 and the Sixty-Plus Delinquency Percentage for the Group II Loans
that Distribution Date, equals or exceeds the Group II Senior Enhancement
Percentage for that Distribution Date or (b) on or after the Distribution Date
in April 2007, the aggregate amount of Realized Losses on the Group II Loans as
a percentage of the Group II Cut-off Date Balance exceeds the following amounts:
(i) from April 2007 to and including March 2008: 4.25% with respect to
April 2007, plus an additional 1/12th of 2.00% for each month
thereafter;
(ii)from April 2008 to and including March 2009: 6.25% with respect to
April 2008, plus an additional 1/12th of 1.75% for each month
thereafter;
(iii) from April 2009 to and including March 2010: 8.00% with respect to
April 2009, plus an additional 1/12th of 0.25% for each month
thereafter; and
(iv)April 2010 and thereafter: 8.25%.
Group II Weighted Average Maximum Net Mortgage Rate: With respect to any
Distribution Date, the product of (a) the weighted average of the Maximum Net
Mortgage Rates on the Group II Loans, weighted on the basis of the Stated
Principal Balances thereof as of the beginning of the related Due Period and (b)
a fraction, the numerator of which is 30, and the denominator of which is the
actual number of days in the related Interest Accrual Period.
Hedge Agreement: The confirmation, dated as of the Closing Date, between
the Trustee and the Hedge Counterparty, or any replacement, substitute,
collateral or other arrangement in lieu thereof.
Hedge Counterparty: Deutsche Bank AG, New York Branch, and its
successors and assigns or any party to any replacement, substitute, collateral
or other arrangement in lieu thereof.
Hedge Payment: For any Distribution Date, the payment, if any, due under
the Hedge Agreement in respect of such Distribution Date.
Hedge Shortfall Amount: For any Distribution Date, the amount, if any,
by which the payment on the Class A-II Certificates and Class M-II Certificates
pursuant to Section 4.02(d)(iii) is paid from the Hedge Payment for such
Distribution Date pursuant to the provisions thereof or would have been so paid
but for the failure of the Hedge Counterparty to make a payment required under
the Hedge Agreement.
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Hedge Shortfall Carry-Forward Amount: For any Distribution Date, the
aggregate Hedge Shortfall Amounts for prior Distribution Dates to the extent not
reimbursed to the Class SB-II Certificates pursuant to Section 4.02(d)(xx).
HUD: The United States Department of Housing and Urban Development.
---
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any Group II Loan and as to any Adjustment Date
therefor, the related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class R Certificates), the Certificate Principal
Balance of such Class of Certificates as of the Cut-off Date as set forth in the
Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to the MI Policy and any Primary Insurance Policy or any other related
insurance policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates) and the Class M-I Certificates and any
Distribution Date, a period of thirty days ending on the last day of the month
immediately preceding the month in which such Distribution Date occurs. With
respect to the Class A-I-1 Certificates, Class A-II Certificates, the Class M-II
Certificates and Class SB Certificates (i) with respect to the Distribution Date
in April 2004, the period commencing the Closing Date and ending on the day
preceding the Distribution Date in April 2004, and (ii) with respect to any
Distribution Date after the Distribution Date in April 2004, the period
commencing on the Distribution Date in the month immediately preceding the month
in which such Distribution Date occurs and ending on the day preceding such
Distribution Date.
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
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LIBOR Certificates: The Class A-I-1 Certificates, Class A-II
Certificates and Class M-II Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds and Subsequent
Recoveries.
Loan Group: Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Margin: The Class A-II-A Margin, Class A-II-B1 Margin, Class A-II-B2
Margin, Class M-II-1 Margin, Class M-II-2 Margin or Class M-II-3 Margin, as
applicable.
Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest
LT2 and REMIC I Regular Interest LT3. With respect to the Class SB-II
Certificates and any Distribution Date, a per annum rate equal to two (2) times
the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC
II Regular Interest LT6 and REMIC II Regular Interest LT7.
Master Servicer: As defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing
ownership of regular interests or Uncertificated Regular Interest issued by each
of REMIC I, REMIC II and REMIC III the latest possible maturity date, solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which
the Certificate Principal Balance of each such Class of Certificates
representing a regular interest in the Trust Fund would be reduced to zero,
which is, for each such regular interest, April 25, 2034, which is the
Distribution Date occurring in the month following the last scheduled monthly
payment of the Group I Loans and the Group II Loans.
Maximum Mortgage Rate: With respect to any Group II Loan, the per annum
rate indicated on the Mortgage Loan Schedule as the "NOTE CEILING," which rate
is the maximum interest rate that may be applicable to such Group II Loan at any
time during the life of such Mortgage Loan.
29
Maximum Net Mortgage Rate: With respect to any Group II Loan and any
date of determination, the Maximum Mortgage Rate minus the Expense Fee Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.
Minimum Mortgage Rate: With respect to any Group II Loan, a per annum
rate equal to the greater of (i) the Note Margin and (ii) the rate indicated on
the Mortgage Loan Schedule as the "NOTE FLOOR," which rate may be applicable to
such Group II Loan at any time during the life of such Group II Loan.
MI Policy: The bulk primary mortgage insurance policy issued by the MI
Policy Provider on the Cut-off Date, substantially in the form attached hereto
as Exhibit S.
MI Policy Provider: Mortgage Guaranty Insurance Corporation, a Wisconsin
corporation, or any successor thereto.
MI Policy Provider Default: An event of default by the MI Policy
Provider under Section 2.8(b) of the Endorsement to the Mortgage Guaranty Master
Policy (which is part of the MI Policy) or other event which would result in the
cancellation of coverage for all of the Mortgage Loans then covered by the MI
Policy.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
30
Mortgage: With respect to each Mortgage Note, the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Insurance Co-Trustee: X.X. Xxxxxx Trust Company, National
Association, or any successor thereto.
Mortgage Insurance Premium: With respect to the Group I Loans and any
Distribution Date, the aggregate amount payable to the MI Policy Provider under
the MI Policy.
Mortgage Insurance Premium Rate: With respect to each Group I Loan
covered by the MI Policy, the per annum rate applicable to such Mortgage Loan as
set forth in the MI Policy and as may be adjusted from time to time.
Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund"
within the meaning of Treasury regulation Section 1.860G-2(h), which is not an
asset of any REMIC, and which is established and maintained pursuant to Section
4.09. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be
held by Residential Funding.
Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to
the Mortgage Insurance Premium Taxes Reserve Fund, an amount equal to $2,000.00,
which the Trustee shall deposit into the Trust Fund pursuant to Section 4.09
hereof. Also, the Depositor may make additional deposits into the Mortgage
Insurance Premium Taxes Reserve Fund after the Closing Date, which shall be
included in the Mortgage Insurance Premium Taxes Reserve Fund Deposit and any
such deposit shall be treated as an advance on behalf of the Trust reimbursable
to the Depositor pursuant to Section 4.02(c)(xvii) and Section 4.02(d)(xix).
Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right
to distributions from the Mortgage Insurance Premium Taxes Reserve Fund as
described in Section 4.09 hereof. Residential Funding as owner of the Mortgage
Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage
Insurance Premium Taxes Reserve Fund Residual Right.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2 and Exhibit F-3 (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
31
(iii) the maturity of the Mortgage Note ("MATURITY DATE," or "MATURITY
DT");
(iv) for the Group II Loans, the Mortgage Rate as of origination ("ORIG
RATE");
(v) the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as
of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence
(the absence of any such code means the Mortgage Loan is secured by
a primary residence);
(xi) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the
absence of any such code means the Mortgage Loan is secured by an
owner occupied residence);
(xii) for the Group II Loans, the Maximum Mortgage Rate ("NOTE CEILING");
(xiii) for the Group II Loans, the maximum Net Mortgage Rate ("NET
CEILING");
(xiv) for the Group II Loans, the Note Margin ("NOTE MARGIN");
(xv) for the Group II Loans, the first Adjustment Date after the Cut-off
Date ("NXT INT CHG DT");
(xvi) for the Group II Loans, the Periodic Cap ("PERIODIC DECR" or
"PERIODIC INCR");
(xvii) whether the Mortgage Loan is covered by the MI Policy ("CODE 34"),
the absence of such code representing that the Mortgage Loan is not
covered by the MI Policy; and
(xviii) for the Group II Loans, the rounding of the semi-annual or annual
adjustment to the Mortgage Rate ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto other than a
Servicing Modification. The Mortgage Rate on the Group II Loans will adjust on
each Adjustment Date to equal the sum (rounded to the nearest multiple of
one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on the Mortgage Loan Schedule, except in
32
the case of the Group II Loans indicated by an "X" on the Mortgage Loan Schedule
under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in
each case subject to the applicable Periodic Cap, Maximum Mortgage Rate and
Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the Trustee, and the
Master Servicer setting forth such determination, which shall include any other
information or reports obtained by the Master Servicer such as property
operating statements, rent rolls, property inspection reports and engineering
reports, which may support such determinations. Notwithstanding the above, the
Trustee shall be entitled to rely upon any determination by the Master Servicer
that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: With respect to each Group II Loan, the fixed percentage
set forth in the related Mortgage Note and indicated on the Mortgage Loan
Schedule as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such Group II Loan until the
next Adjustment Date.
Notice: As defined in Section 4.04.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the Master Servicer, as the case may be,
and delivered to the Trustee, as required by this Agreement.
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Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I, REMIC II or REMIC III as REMICs or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO Property) that was not the subject of
a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Ownership Interest: With respect to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I Certificates and Class
M-I Certificates, the lesser of (i) the related Formula Rate and (ii) the Group
I Net WAC Cap Rate.
With respect to each Class of Class A-II Certificates and Class M-II
Certificates and any Distribution Date, the lesser of (i) LIBOR plus the related
Margin and (ii) the Group II Net WAC Cap Rate.
With respect to the Class SB-I Certificates and any Distribution Date or
the REMIC III Regular Interest SB-I-IO, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (i) through (iii) below, and the denominator of
which is the aggregate principal balance of the REMIC I Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB-I Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1
minus the related Marker Rate, applied to a notional amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT2
minus the related Marker Rate, applied to a notional amount equal to
the Uncertificated Principal Balance of REMIC I Regular Interest LT2;
and
(iii) the Uncertificated Pass-Through Rate for REMIC I Regular Interest LT4
minus twice the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC I Regular
Interest LT4.
With respect to the Class SB-II Certificates and any Distribution Date
or the REMIC III Regular Interest SB-II-IO, a per annum rate equal to the
percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the
denominator of which is the aggregate principal balance of the REMIC II Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class SB-II
Certificates, the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest
LT5 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC II Regular Interest
LT5;
34
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest
LT6 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC II Regular Interest
LT6; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest
LT8 minus twice the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC II Regular
Interest LT8.
Paying Agent: JPMorgan Chase Bank or any successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M
Certificate, the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class SB Certificate
or Class R Certificate shall be stated on the face thereof.
Periodic Cap: With respect to each Group II Loan, the periodic rate cap
that limits the increase or the decrease of the related Mortgage Rate on any
Adjustment Date pursuant to the terms of the related Mortgage Note.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating
Agency in its highest short-term rating available;
(iii)federal funds, certificates of deposit, demand deposits, time deposits
and bankers' acceptances (which shall each have an original maturity
of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof
or of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository
institution or trust company at the date of acquisition thereof have
been rated by each Rating Agency in its highest short-term rating
available;
(iv) commercial paper and demand notes (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper and
demand notes shall have a remaining maturity of not more than 30
days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
35
(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 Fitch, AAA in the case of Standard
& Poor's and Aaa in the case of Moody's, and references herein to the highest
rating available on unsecured commercial paper and short-term debt obligations
shall mean A1+ in the case of Fitch, A-1+ in the case of Standard & Poor's and
P-1 in the case of Moody's.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Assumption: With respect to the Class A-I Certificates and
the Class M-I Certificates, the prepayment assumption to be used for determining
the accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a constant
prepayment rate of one-tenth of 23% per annum of the then outstanding Stated
Principal Balance of the Group I Loans in the first month of the life of such
Group I Loans and an additional one-tenth of 23% per annum in each month
thereafter until the tenth month, and beginning in the tenth month and in each
month thereafter during the life of the Group I Loans, a constant prepayment
rate of 23% per annum each month ("23% HEP"). With respect to the Class A-II
Certificates and the Class M-II Certificates, a prepayment assumption of 2% of
the constant prepayment rate in month one, increasing by approximately 2.545%
from month 2 until month 12, a constant prepayment rate of 30% from month 12 to
month 22, a constant prepayment rate of 50% from month 23 to month 27, and a
constant prepayment rate of 35% thereafter, used for determining the accrual of
original issue discount and premium and market discount on the Class A-II
Certificates and Class M-II Certificates for federal income tax purposes. The
constant prepayment rate assumes that the stated percentage of the outstanding
Stated Principal Balance of the Group II Loans is prepaid over the course of a
year.
Prepayment Interest Shortfall: With respect to any Distribution Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar month, an amount equal to
one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar
month preceding the month of distribution.
36
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on the Mortgage Loan Schedule with the
exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: The AlterNet Seller Guide as incorporated into the
Residential Funding Seller Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to accommodate the servicing of the Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances of such Mortgage Loan
(or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee
and the related Mortgage Insurance Premium Rate, if any, is calculated, or (b)
in the case of a purchase made by the Master Servicer, at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
related Mortgage Insurance Premium Rate, if any, in each case on the Stated
Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement (other
than the representations and warranties set forth therein with respect to the
number of loans (including the related percentage) in excess of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more Delinquent;
37
(vii) not be subject to the requirements of HOEPA (as defined in the Assignment
Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material compliance with the Program Guide, that was effective as of the
closing of such Mortgage Loan, is valid and binding, and remains in full force
and effect, unless the Mortgage Property is located in the State of Iowa where
an attorney's certificate has been provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) have
a Mortgage Rate that adjusts with the same frequency and based upon the same
Index as that of the Deleted Mortgage Loan; (xi) have a Note Margin not less
than that of the Deleted Mortgage Loan; (xii) have a Periodic Rate Cap that is
equal to that of the Deleted Mortgage Loan; and (xiii) have a next Adjustment
Date no later than that of the Deleted Mortgage Loan.
Rating Agency: Fitch, Standard & Poor's and Moody's. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate plus the
applicable Mortgage Insurance Premium Rate, if any, from the Due Date as to
which interest was last paid or advanced to Certificateholders up to the last
day of the month in which the Cash Liquidation (or REO Disposition) occurred on
the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or advanced, minus (iii)
the proceeds, if any, received during the month in which such Cash Liquidation
(or REO Disposition) occurred, to the extent applied as recoveries of interest
at the Net Mortgage Rate plus the applicable Mortgage Insurance Premium Rate, if
any, and to principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with respect to related
Advances, Servicing Advances or other expenses as to which the Master Servicer
or Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) (1) the amount by which the interest portion of
a Monthly Payment or the principal balance of such Mortgage Loan was reduced or
(2) the sum of any other amounts owing under the Mortgage Loan that were
forgiven and that constitute Servicing Advances that are reimbursable to the
Master Servicer or a Subservicer, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and the related portion of the Mortgage
Insurance Premium, if applicable, and any premiums on any applicable primary
hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
38
Realized Losses allocated to the Class SB Certificates shall be
allocated first to the REMIC III Regular Interest SB-IO in reduction of the
accrued but unpaid interest thereon until such accrued and unpaid interest shall
have been reduced to zero and then to the REMIC III Regular Interest SB-PO in
reduction of the Principal Balance thereof.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates, the Business Day immediately preceding such Distribution Date.
With respect to each Distribution Date and the Certificates (other than the
LIBOR Certificates), the close of business on the last Business Day of the month
next preceding the month in which the related Distribution Date occurs, except
in the case of the first Record Date which shall be the Closing Date.
Regular Certificates: The Class A, Class M and Class SB Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act, as amended, formerly known
as the Soldiers' and Sailors' Civil Relief Act of 1940.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code. As used herein, the term "REMIC" shall mean REMIC I,
REMIC II or REMIC III.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group I Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group I Loans due after
the Cut-off Date (other than Monthly Payments due in 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 Group I Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the
hazard insurance policies, Primary Insurance Policies and rights under the MI
Policy pertaining to the Group I Loans, if any; and (v) all proceeds of clauses
(i) through (iv) above.
39
REMIC I Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the REMIC I Regular Interests LT1,
LT2, LT3 and LT4, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:
Y1 = the principal balance of the REMIC I Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 = the principal balance of the REMIC I Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC I Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC I Regular Interest LT4 after
distributions on the prior Distribution Date (note: Y3 = Y4).
AY1 = the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 = the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC I Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC I Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group I
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-I Certificates for prior Distribution Dates).
R0 = the Group I Net WAC Cap Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
R1 = the Group I Net WAC Cap Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
a0 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates, other than the Class SB-I Certificates, of the product for each
Class of (i) the monthly interest rate (as limited by the Group I Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to be made on
such Distribution Date and (ii) the aggregate Certificate Principal Balance for
such Class after distributions and the allocation of Realized Losses on the
prior Distribution Date and (y) the aggregate Group I Net WAC Cap Shortfalls for
such Distribution Date and (B) R0*P0.
40
a1 = the lesser of (A) the sum of (x) the sum for all Classes of Group I
Certificates, other than the Class SB-I Certificates, of the product for each
Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate, if
applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date and (y) the aggregate Group I Net WAC Cap
Shortfalls for the next succeeding Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = (a/2){( a0R1 - a1R0)/R0R1};
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 - a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
REMIC I Realized Losses: For any Distribution Date, Realized Losses on
the Group I Loans for the related Due Period shall be allocated to the REMIC I
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC I Regular Interests: REMIC I Regular Interest LT1, REMIC I Regular
Interest LT2, REMIC I Regular Interest LT3 and REMIC I Regular Interest LT4.
41
REMIC I Regular Interest LT1: A regular interest in REMIC I that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT1 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Regular Interest LT1
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT1 on such Distribution Date.
REMIC I Regular Interest LT2: A regular interest in REMIC I that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT2 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Regular Interest LT2
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT2 on such Distribution Date.
REMIC I Regular Interest LT3: A regular interest in REMIC I that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT3 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Regular Interest LT3
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT3 on such Distribution Date.
REMIC I Regular Interest LT4: A regular interest in REMIC I that is held
as an asset of REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT4 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC I Regular Interest LT4
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT4 on such Distribution Date.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Mortgage Insurance Premium Taxes Reserve Fund and the Hedge Agreement, which are
not assets of any REMIC), constituting a portion of the primary trust created
hereby and to be administered hereunder, with respect to which a separate REMIC
election is to be made (other than the items in clause (v) and the proceeds
thereof), consisting of: (i) the Group II Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Group II Loans due after
the Cut-off Date (other than Monthly Payments due in 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 Group II Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the
hazard insurance policies and Primary Insurance Policies pertaining to the Group
II Loans, if any; and (v) all proceeds of clauses (i) through (iv) above.
42
REMIC II Principal Reduction Amounts: For any Distribution Date, the
amounts by which the principal balances of the REMIC II Regular Interests LT5,
LT6, LT7 and LT8, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall have
the meanings set forth below:
Y5 = the principal balance of the REMIC II Regular Interest LT5 after
distributions on the prior Distribution Date.
Y6 = the principal balance of the REMIC II Regular Interest LT6 after
distributions on the prior Distribution Date.
Y7 = the principal balance of the REMIC II Regular Interest LT7 after
distributions on the prior Distribution Date.
Y8 = the principal balance of the REMIC II Regular Interest LT8 after
distributions on the prior Distribution Date (note: Y7 = Y8).
AY5 = the REMIC II Regular Interest LT5 Principal Reduction Amount.
AY6 = the REMIC II Regular Interest LT6 Principal Reduction Amount.
AY7 = the REMIC II Regular Interest LT7 Principal Reduction Amount.
AY8 = the REMIC II Regular Interest LT8 Principal Reduction Amount.
Q0 = the aggregate principal balance of the REMIC II Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
on the prior Distribution Date.
Q1 = the aggregate principal balance of the REMIC II Regular Interests
LT5, LT6, LT7 and LT8 after distributions and the allocation of Realized Losses
to be made on such Distribution Date.
AQ = Q0 - Q1 = the aggregate of the REMIC II Regular Interests LT5, LT6,
LT7 and LT8 Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the Group II
Certificates on such Distribution Date (including distributions of accrued and
unpaid interest on the Class SB-II Certificates for prior Distribution Dates).
S0 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts distributed and Realized Losses allocated on the prior
Distribution Date.
S1 = the Group II REMIC Net WAC Rate (stated as a monthly rate) after
giving effect to amounts to be distributed and Realized Losses to be allocated
on such Distribution Date.
a = (Y6 + Y7)/Q0. The initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
43
A0 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Group II Net WAC Cap
Rate, if applicable) for such Class applicable for distributions to be made on
such Distribution Date and (ii) the aggregate Certificate Principal Balance for
such Class after distributions and the allocation of Realized Losses on the
prior Distribution Date and (y) the aggregate Group II Basis Risk Shortfalls for
such Distribution Date and (B) S0*Q0.
A1 = the lesser of (A) the sum of (x) the sum for all Classes of Group
II Certificates other than the Class SB-II Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Net WAC Cap Rate, if
applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class after distributions and the allocation of Realized Losses
to be made on such Distribution Date and (y) the aggregate Group II Basis Risk
Shortfalls for the next succeeding Distribution Date and (B) S1*Q1.
Then, based on the foregoing definitions:
AY5 = AQ - AY6 - AY7 - AY8;
AY6 = (a/2){(A0S1 - A1S0)/S0S1};
AY7 = aAQ - AY6; and
AY8 = AY7.
if both AY6 and AY7, as so determined, are non-negative numbers. Otherwise:
(1) If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2) If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a{A1S0Q0 - A0S1Q1}/{2S1S0Q1 - A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
REMIC II Realized Losses: For any Distribution Date, Realized Losses on
the Group II Loans for the related Due Period shall be allocated to the REMIC II
Regular Interest in reduction of the principal balance thereof until such
principal balance has been reduced to zero.
REMIC II Regular Interests: REMIC II Regular Interest LT5, REMIC II
Regular Interest LT6, REMIC II Regular Interest LT7 and REMIC II Regular
Interest LT8.
44
REMIC II Regular Interest LT5: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT5 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC II Regular Interest LT5
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT5 on such Distribution Date.
REMIC II Regular Interest LT6: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT6 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC II Regular Interest LT6
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT6 on such Distribution Date.
REMIC II Regular Interest LT7: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT7 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC II Regular Interest LT7
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT7 on such Distribution Date.
REMIC II Regular Interest LT8: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular Interest LT8 Principal Distribution Amount: For any
Distribution Date, the excess, if any, of the REMIC II Regular Interest LT8
Principal Reduction Amount for such Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT8 on such Distribution Date.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests and REMIC II Regular Interests.
REMIC III Regular Interest A-II-A: A regular interest in REMIC III which
is has a principal balance equal to the principal balance of the Class A-II-A
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class A-II-A Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class A-II-A Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC III Regular Interest A-II-B1: A regular interest in REMIC III
which is has a principal balance equal to the principal balance of the Class
45
A-II-B1 Certificates and which is entitled to interest at a rate equal to the
lesser of (i) LIBOR plus the Class A-II-B1 Margin and (ii) the Group II Weighted
Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30
and whose denominator is the actual number of days in the related Interest
Accrual Period, accruing during each Accrual Period for the Class A-II-B1
Certificates on the basis of a year of 360 days and the actual number of days in
such Accrual Period. Interest accrued in any Accrual Period and not paid on the
related Distribution Date shall carry forward to each succeeding Distribution
Date without interest until paid.
REMIC III Regular Interest A-II-B2: A regular interest in REMIC III
which is has a principal balance equal to the principal balance of the Class
A-II-B2 Certificates and which is entitled to interest at a rate equal to the
lesser of (i) LIBOR plus the Class A-II-B2 Margin and (ii) the Group II Weighted
Average Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30
and whose denominator is the actual number of days in the related Interest
Accrual Period, accruing during each Accrual Period for the Class A-II-B2
Certificates on the basis of a year of 360 days and the actual number of days in
such Accrual Period. Interest accrued in any Accrual Period and not paid on the
related Distribution Date shall carry forward to each succeeding Distribution
Date without interest until paid.
REMIC III Regular Interest M-II-1: A regular interest in REMIC III which
is has a principal balance equal to the principal balance of the Class M-II-1
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-1 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-1 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC III Regular Interest M-II-2: A regular interest in REMIC III which
is has a principal balance equal to the principal balance of the Class M-II-2
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-2 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-2 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
REMIC III Regular Interest M-II-3: A regular interest in REMIC III which
is has a principal balance equal to the principal balance of the Class M-II-3
Certificates and which is entitled to interest at a rate equal to the lesser of
(i) LIBOR plus the Class M-II-3 Margin and (ii) the Group II Weighted Average
Maximum Net Mortgage Rate multiplied by a fraction whose numerator is 30 and
whose denominator is the actual number of days in the related Interest Accrual
Period, accruing during each Accrual Period for the Class M-II-3 Certificates on
the basis of a year of 360 days and the actual number of days in such Accrual
Period. Interest accrued in any Accrual Period and not paid on the related
Distribution Date shall carry forward to each succeeding Distribution Date
without interest until paid.
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.
46
REO Disposition: With respect to any REO Property, a determination by
the Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period,
an amount equivalent to interest (at a rate equal to the sum of the Net Mortgage
Rate and the Mortgage Insurance Premium Rate, if any, that would have been
applicable to the related Mortgage Loan had it been outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for
such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been
subject to an interest rate reduction, (b) has been subject to a term extension
or (c) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with (a) above for a temporary
period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan
has not been delinquent in payments of principal and interest for six months
since the date of such modification if that interest rate reduction is not made
permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
----------------
Request for Release: A request for release, the forms of which are
attached as Exhibit G hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee, in each case, with direct responsibility for the administration of
this Agreement.
RFC Exemption: As defined in Section 4.11.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from
time to time.
Seller: With respect to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to such Mortgage
Loan.
47
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the seller contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Depositor, each containing representations and
warranties in respect of one or more Mortgage Loans.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged Property
or, with respect to a cooperative loan, the related cooperative apartment, (ii)
any enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS(R) System, (iii) the management and
liquidation of any REO Property, (iv) any mitigation procedures implemented in
accordance with Section 3.07, and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including, if the Master Servicer
or any Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: With respect to any Mortgage Loan, 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,
which rate shall never be greater than the Mortgage Rate of such Mortgage Loan.
Servicing Modification: Any reduction of the interest rate on or the
Stated Principal Balance of a Mortgage Loan, any extension of the final maturity
date of a Mortgage Loan, and any increase to the Stated Principal Balance of a
Mortgage Loan by adding to the Stated Principal Balance unpaid principal and
interest and other amounts owing under the Mortgage Loan, in each case pursuant
to a modification of a Mortgage Loan that is in default, or for which, in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer on the Closing Date, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date
and the Group I Loans or Group II Loans, the arithmetic average, for each of the
three Distribution Dates ending with such Distribution Date, of the fraction,
expressed as a percentage, equal to (x) the aggregate Stated Principal Balance
of the Group I Loans or Group II Loans, as applicable, that are 60 or more days
delinquent in payment of principal and interest for that Distribution Date,
including Group I Loans or Group II Loans, as applicable, in foreclosure and
REO, over (y) the aggregate Stated Principal Balance of all of the Group I Loans
or Group II Loans, as applicable, immediately preceding that Distribution Date.
48
Standard & Poor's: Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc. or its successors in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan and (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending with the Due Period relating to the most recent Distribution Date
which were received or with respect to which an Advance was made, (b) all
Principal Prepayments with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent
applied by the Master Servicer as recoveries of principal in accordance with
Section 3.14 with respect to such Mortgage Loan or REO Property, in each case
which were distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss incurred with respect to such Mortgage Loan
allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Sub-Group: Each sub-group of Loan Group II referred to as Loan Group
II-A and Loan Group II-B.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordination Percentage: With respect to any Class of Class A or Class M
Certificates, the respective percentage set forth below.
Class Percentage Class Percentage
----- ---------- ----- ----------
A-I 74.00% A-II 62.80%
M-I-1 83.50% M-II-1 75.80%
M-I-2 90.50% M-II-2 86.80%
M-I-3 96.00% M-II-3 95.30%
Subsequent Recoveries: As of any Distribution Date, amounts received by
the Master Servicer (net of any related expenses permitted to be reimbursed
pursuant to Section 3.10) or surplus amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement and assigned to the Trustee pursuant to Section
2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
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.
49
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable
monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage
Loan, to the Master Servicer) in respect of subservicing and other compensation
that accrues with respect to each Distribution Date at an annual rate designated
as "SUBSERV FEE" on the Mortgage Loan Schedule.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II and REMIC III due to their classification as
REMICs under the REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trustee: As defined in the preamble hereto.
Trust Fund: The segregated pool of assets subject hereto, consisting of:
(i) the Mortgage Loans and the related Mortgage Files; (ii) all payments on and
collections in respect of the Mortgage Loans due after the Cut-off Date (other
than Monthly Payments due in 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 Policies pertaining to the Mortgage Loans, if any, and rights under
the MI Policy pertaining to the Group I Loans, if any; and (v) all proceeds of
clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular Interest for
any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Loans for any
Distribution Date shall be allocated among REMIC I Regular Interests LT1, LT2,
LT3 and LT4, pro rata, based on, and to the extent of, Uncertificated Accrued
Interest, as calculated without application of this sentence. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC II
Regular Interest for any Distribution Date, any Prepayment Interest Shortfalls
50
(to the extent not covered by Compensating Interest) relating to the Group II
Loans for any Distribution Date shall be allocated among REMIC II Regular
Interests LT5, LT6, LT7 and LT8, pro rata, based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this
sentence. Uncertificated Accrued Interest on the REMIC III Regular Interest
SB-I-PO and SB-II-PO shall be zero. Uncertificated Accrued Interest on the REMIC
III Regular Interest SB-I-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Class SB-I Certificates and Uncertificated Accrued
Interest on the REMIC III Regular Interest SB-II-IO for each Distribution Date
shall equal Accrued Certificate Interest for the Class SB-II Certificates.
Uncertificated Notional Amount: With respect to REMIC III Regular
Interest SB-I-IO or REMIC III Regular Interest SB-II-IO, the notional amount for
such Class.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through
ate or Uncertificated REMIC II Pass-Through Rate, as applicable .
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. The
Uncertificated Principal Balance of each REMIC Regular Interest shall never be
less than zero. With respect to the REMIC III Regular Interest SB-I-PO or REMIC
III Regular Interest SB-II-PO, the initial amount set forth with respect thereto
in the Preliminary Statement as reduced by distributions deemed made in respect
thereof pursuant to Section 4.02 and Realized Losses allocated thereto pursuant
to Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests, the
REMIC II Regular Interests, the REMIC III Regular Interest SB-I-PO, the REMIC
III Regular Interest SB-II-PO, the REMIC III Regular Interest SB-I-IO and the
REMIC III Regular Interest SB-II-IO.
Uncertificated REMIC I Pass-Through Rate: With respect to the REMIC I
Regular Interest LT1 and the REMIC I Regular Interest LT2 and any Distribution
Date, a per annum rate equal to the Group I Net WAC Cap Rate for that
Distribution Date. With respect to the REMIC I Regular Interest LT3 and any
Distribution Date, 0.00%. With respect to the REMIC I Regular Interest LT4 and
any Distribution Date, a per annum rate equal to twice the Group I Net WAC Cap
Rate for that Distribution Date.
Uncertificated REMIC II Pass-Through Rate: With respect to the REMIC II
Regular Interest LT7 and any Distribution Date, 0.00%. With respect to the REMIC
II Regular Interest LT5 and the REMIC II Regular Interest LT6 and any
Distribution Date, a per annum rate equal to the Group II REMIC Net WAC Rate for
that Distribution Date. With respect to the REMIC II Regular Interest LT8 and
any Distribution Date, a per annum rate equal to twice the Group II REMIC Net
WAC Rate for that Distribution Date.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
51
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates and Class M
Certificates, in proportion to the outstanding Certificate Principal Balances of
their respective Certificates; 1% of all of the Voting Rights shall be allocated
to the Holders of the Class SB Certificates, and 0.33%, 0.33% and 0.34% of all
of the Voting Rights shall be allocated to the Holders of the Class R-I
Certificates, Class R-II Certificates and Class R-III Certificates,
respectively; in each case to be allocated among the Certificates of such Class
in accordance with their respective Percentage Interest.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined as of each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR
Rate Adjustment Date is not a Business Day, then on the next succeeding Business
Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual
Period, will equal the rate for one month United States dollar deposits that
appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display
designated as page 3750 on the Bridge Telerate Service (or such other page as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, LIBOR shall be so established by use of such other
service for displaying LIBOR or comparable rates as may be selected by the
Trustee after consultation with the Master Servicer), the rate will be the
Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by the reference
banks (which shall be any three major banks that are engaged in transactions in
the London interbank market, selected by the Trustee after consultation with the
Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment
Date to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the LIBOR Certificates then outstanding. The Trustee will request the principal
London office of each of the reference banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate will be the arithmetic
mean of the quotations rounded up to the next multiple of 1/16%. If on such date
fewer than two quotations are provided as requested, the rate will be the
arithmetic mean of the rates quoted by one or more major banks in New York City,
selected by the Trustee after consultation with the Master Servicer, as of 11:00
a.m., New York City time, on such date for loans in U.S. Dollars to leading
European banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the LIBOR Certificates then
outstanding. If no such quotations can be obtained, the rate will be LIBOR for
the prior Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee, shall select an alternative comparable index (over which the Trustee
has no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
the Trustee's subsequent calculation of the Pass-Through Rate applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding. Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any Certificateholder so requesting by calling the Bondholder Inquiry Line at
0-000-000-0000 the Pass-Through Rate on the LIBOR Certificates for the current
and the immediately preceding Interest Accrual Period.
52
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
----------------------------
(a) The Depositor, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee in respect of the Trust Fund without recourse all
the right, title and interest of the Depositor in and to (i) the Mortgage Loans,
including all interest and principal on or with respect to the Mortgage Loans
due on or after the Cut-off Date (other than Monthly Payments due in the month
of the Cut-off Date); (ii) the Mortgage Insurance Premium Taxes Reserve Fund
Deposit; and (iii) all proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously with the delivery
of this Agreement, the Depositor delivered or caused to be delivered hereunder
to the Trustee, the Hedge Agreement (the delivery of which shall evidence that
the fixed payment for the Hedge Agreement has been paid and the Trustee and the
Trust Fund shall have no further payment obligation thereunder and that such
fixed payment has been authorized hereby) and the MI Policy, and except as set
forth in Section 2.01(c) below and subject to Section 2.01(d) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such purpose, the following documents or instruments (or copies thereof as
permitted by this Section) with respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the related Seller
or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan
and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan, with evidence of recording indicated thereon or, if the
original Mortgage has not yet been returned from the public recording office, a
copy of the original Mortgage with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R) System, the
assignment (which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage to the Trustee with evidence of
recording indicated thereon or a copy of such assignment with evidence of
recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an
unbroken chain of title from the originator to the Person assigning it to the
Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation noted thereon or
attached thereto, or a copy of such assignment or assignments of the Mortgage
with evidence of recording indicated thereon; and
(v) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Mortgage Loan, or a copy of each
modification, assumption agreement or preferred loan agreement.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as
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
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Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(ii), (iii),
(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly appointed agent or
agents of the Trustee.
The Depositor, the Master Servicer and the Trustee agree that it is not
intended that any mortgage loan be included in the Trust Fund that is either (i)
a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act
effective November 27, 2003 or (ii) a "High-Cost Home Loan" as defined in the
New Mexico Home Loan Protection Act effective January 1, 2004.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in
connection with any Mortgage Loan, if the Depositor cannot deliver the original
of the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence
of recording thereon concurrently with the execution and delivery of this
Agreement because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage, as applicable, as the mortgagee of record solely as nominee for
Residential Funding and its successors and assigns. If any Assignment is lost or
returned unrecorded to the Depositor because of any defect therein, the
Depositor shall prepare a substitute Assignment or cure such defect, as the case
may be, and cause such Assignment to be recorded in accordance with this
paragraph. The Depositor shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian such Mortgage or Assignment, as applicable
(or copy thereof as permitted by Section 2.01(b)), with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
and that may be delivered as a copy rather than the original may be delivered to
the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 Business Days after the Closing Date, the
MERS(R) System to indicate that such Mortgage Loans have been assigned by the
Depositor to the Trustee in accordance with this Agreement for the benefit of
the Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
54
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 and the Uncertificated
Regular Interests be construed as a sale by the Depositor to the Trustee of the
Mortgage Loans and the Uncertificated Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans and the Uncertificated Regular
Interests by the Depositor to the Trustee to secure a debt or other obligation
of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby
is a security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be
deemed to be (1) a grant by the Depositor to the Trustee of a security interest
in all of the Depositor's right (including the power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in and to (A) the
Mortgage Loans, including the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
any Uncertificated Regular Interests and any and all general intangibles,
payment intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or
relating to any of the foregoing, and (D) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Depositor to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Depositor pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, payment intangibles, negotiable documents, goods, deposit accounts,
letters of credit, advices of credit, investment property, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the
Uncertificated Regular Interests and the other property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. Without limiting the generality of the foregoing, the
Depositor shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
55
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 and the
Uncertificated Regular Interests, as evidenced by an Officers Certificate of the
Depositor, including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of name of
Residential Funding, the Depositor or the Trustee (such preparation and filing
shall be at the expense of the Trustee, if occasioned by a change in the
Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Depositor, (3) any transfer
of any interest of Residential Funding or the Depositor in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Depositor in any
Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) above (except that for purposes of such acknowledgement only, a
Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in
blank) and declares that it, or a Custodian as its agent, holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the use and benefit
of all present and future Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective,
upon receipt of notification from the Custodian as specified in the succeeding
sentence, the Trustee shall promptly so notify or cause the Custodian to notify
the Master Servicer and the Depositor. Pursuant to Section 2.03 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the Depositor and the
Trustee of any such omission or defect found by it in respect of any Mortgage
File held by it in respect of the items received by it pursuant to the Custodial
Agreement. If such omission or defect materially and adversely affects the
interests in the related Mortgage Loan of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan shall be deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such deposit signed by a
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Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Subservicer or Seller or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage Loan shall not be part of
the Trust Fund. In furtherance of the foregoing and Section 2.04, if the
Subservicer or Seller or Residential Funding that repurchases the Mortgage Loan
is not a member of MERS and the Mortgage is registered on the MERS(R) System,
the Master Servicer, at its own expense and without any right of reimbursement,
shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to such Subservicer or Seller
or Residential Funding and shall cause such Mortgage to be removed from
registration on the MERS(R) System in accordance with MERS' rules and
regulations. It is understood and agreed that the obligation of the Subservicer
or Seller, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent document exists shall constitute
the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and is or will
be in compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its
performance and compliance with the terms of this Agreement will not violate the
Master Servicer's Certificate of Incorporation or Bylaws or constitute a
material default (or an event which, with notice or lapse of time, or both,
would constitute a material default) under, or result in the material breach of,
any material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or any of
its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the
Trustee and the Depositor, constitutes a valid, legal and binding obligation of
the Master Servicer, enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state, municipal
or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or other) or operations
of the Master Servicer or its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's knowledge,
threatened against the Master Servicer which would prohibit its entering into
this Agreement or performing its obligations under this Agreement;
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(vi) The Master Servicer will comply in all material respects in the performance
of this Agreement with all reasonable rules and requirements of each insurer
under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing
or report delivered to the Depositor, any Affiliate of the Depositor or the
Trustee by the Master Servicer will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or omit a material fact
necessary to make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and will examine each
new, Subservicing Agreement and is or will be familiar with the terms thereof.
The terms of each existing Subservicing Agreement and each designated
Subservicer are acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02;
(ix) The Master Servicer is a member of MERS in good standing, and will comply
in all material respects with the rules and procedures of MERS in connection
with the servicing of the Mortgage Loans that are registered with MERS; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer for
each Mortgage Loan accurately and fully reports its borrower credit files to
each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer, the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement). Within 90 days
of its discovery or its receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material respects or (ii) to the extent
that such breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. The obligation of the Master Servicer
to cure such breach or to so purchase such Mortgage Loan shall constitute the
sole remedy in respect of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders or the Trustee on
behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the benefit
of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified): (i) immediately prior to the
conveyance of the Mortgage Loans to the Trustee, the Depositor had good title
to, and was the sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to servicing and
related compensation) and such conveyance validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or
security interest; and (ii) each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
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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)(ii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Depositor
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure, substitution or repurchase must occur
within 90 days from the date such breach was discovered. Any such substitution
shall be effected by the Depositor under the same terms and conditions as
provided in Section 2.04 for substitutions by Residential Funding. It is
understood and agreed that the obligation of the Depositor to cure such breach
or to so purchase or substitute for any Mortgage Loan as to which such a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, the Depositor shall not be
required to cure breaches or purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
-----------------------------------------
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan
as and to the extent set forth in the Assignment Agreement. Insofar as the
Assignment Agreement or such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Depositor, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties made in a
Seller's Agreement or the Assignment Agreement in respect of any Mortgage Loan
or of any Repurchase Event which materially and adversely affects the interests
of the Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties(any Custodian being
so obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller and Residential Funding of such breach or Repurchase
Event and request that such Seller or Residential Funding either (i) cure such
breach or Repurchase Event in all material respects within 90 days from the date
the Master Servicer was notified of such breach or Repurchase Event or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee,
or any Custodian of a breach of any of such representations and warranties set
forth in the Assignment Agreement in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement) at the same time as notice is given pursuant to the preceding
paragraph of any corresponding breach of representation or warranty made in
Seller's Agreement. The Master Servicer shall promptly notify Residential
Funding of such breach of a representation or warranty set forth in the
Assignment Agreement and request that Residential Funding either (i) cure such
59
breach in all material respects within 90 days from the date the Master Servicer
was notified of such breach or (ii) purchase such Mortgage Loan from the Trust
Fund within 90 days of the date of such written notice of such breach at the
Purchase Price and in the manner set forth in Section 2.02, but only if the
Mortgage Loan has not been purchased by the Seller due to a breach of
representation and warranty of the related Seller's Agreement as set forth in
the preceding paragraph; provided that Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. If the breach of representation and warranty that gave rise to the
obligation to repurchase or substitute a Mortgage Loan pursuant to Section 4 of
the Assignment Agreement was the representation and warranty set forth in clause
(xlvii) of Section 4 thereof, then the Master Servicer shall request that
Residential Funding pay to the Trust Fund, concurrently with and in addition to
the remedies provided in the preceding sentence, an amount equal to any
liability, penalty or expense that was actually incurred and paid out of or on
behalf of the Trust Fund, and that directly resulted from such breach, or if
incurred and paid by the Trust Fund thereafter, concurrently with such payment.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan made in
the related Seller Agreements as of the date of substitution, Residential
Funding shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute Mortgage Loan (other than those of a
statistical nature) contained in the Assignment Agreement as of the date of
substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit or cause the related Seller to deposit the amount of such shortfall into
the Custodial Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall give notice in writing to the Trustee of
such event, which notice shall be accompanied by an Officers' Certificate as to
the calculation of such shortfall and (subject to Section 10.01(f) by an Opinion
60
of Counsel to the effect that such substitution will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC
at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (and in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing and to make any additional
payments required under the Assignment Agreement in connection with a breach of
the representation and warranty in clause (xlvii) of Section 4 thereof shall
constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders. If the
Master Servicer is Residential Funding, then the Trustee shall also have the
right to give the notification and require the purchase or substitution provided
for in the second preceding paragraph in the event of such a breach of a
representation or warranty made by Residential Funding in the Assignment
Agreement. In connection with the purchase of or substitution for any such
Mortgage Loan by Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the Seller's
Agreement and the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Depositor in and to
the REMIC I Regular Interests and the REMIC II Regular Interests for the benefit
of the holders of the Regular Certificates and the Class R-III certificates. The
Trustee acknowledges receipt of the REMIC I Regular Interests and the REMIC II
Regular Interests (each of which are uncertificated) and declares that it holds
and will hold the same in trust for the exclusive use and benefit of the holders
of the Regular Certificates and the Class R-III Certificates. The interests
evidenced by the Class R-III Certificate, together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC III.
Section 2.06. Purposes and Powers of the Trust.
--------------------------------
The purpose of the trust, as created hereunder, is to engage in the
following activities:
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(a) to sell the Certificates to the Depositor in exchange for the
Mortgage Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
Notwithstanding the provisions of Section 11.01, the trust shall not engage in
any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is
outstanding, and this Section 2.06 may not be amended, without the consent of
the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
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(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. The Master
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Master Servicer in
accordance with Section 3.16(c), with no right of reimbursement; provided, that
if, as a result of MERS discontinuing or becoming unable to continue operations
in connection with the MERS(R) System, it becomes necessary to remove any
Mortgage Loan from registration on the MERS(R) System and to arrange for the
assignment of the related Mortgages to the Trustee, then any related expenses
shall be reimbursable to the Master Servicer as is set forth in Section
3.10(a)(ii). Notwithstanding the foregoing, subject to Section 3.07(a), the
Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would both constitute a sale or exchange of such Mortgage Loan within
the meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
created hereunder to fail to qualify as a REMIC under the Code. The Trustee
shall furnish the Master Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer to service and
administer the Mortgage Loans. The Trustee shall not be liable for any action
taken by the Master Servicer or any Subservicer pursuant to such powers of
attorney or other documents. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof.
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If the Mortgage relating to a Mortgage Loan did not have a lien senior
to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the Master Servicer, in such capacity, may not consent to the placing of a
lien senior to that of the Mortgage on the related Mortgaged Property. If the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on
the related Mortgaged Property as of the Cut-off Date, then the Master Servicer,
in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such
refinancing is less than the original debt-to-income ratio as set forth on the
Mortgage Loan Schedule; provided, however, that in no instance shall the
resulting Combined Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such
Mortgage Loan be higher than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such
Mortgage Loan is no higher
than the Combined Loan-to-Value Ratio prior to such refinancing; provided,
however, if such refinanced mortgage loan is a "rate and term" mortgage loan
(meaning, the Mortgagor does not receive any cash from the refinancing), the
Combined Loan-to-Value Ratio may increase to the extent of either (x) the
reasonable closing costs of such refinancing or (y) any decrease in the value of
the related Mortgaged Property, if the Mortgagor is in good standing as defined
by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan evidencing the
refinanced senior lien is no more than 2.0% higher than the interest rate or the
maximum interest rate, as the case may be, on the loan evidencing the existing
senior lien immediately prior to the date of such refinancing; provided, however
(A) if the loan evidencing the existing senior lien prior to the date of
refinancing has an adjustable rate and the loan evidencing the refinanced senior
lien has a fixed rate, then the current interest rate on the loan evidencing the
refinanced senior lien may be up to 2.0% higher than the then-current loan rate
of the loan evidencing the existing senior lien and (B) if the loan evidencing
the existing senior lien prior to the date of refinancing has a fixed rate and
the loan evidencing the refinanced senior lien has an adjustable rate, then the
maximum interest rate on the loan evidencing the refinanced senior lien shall be
less than or equal to (x) the interest rate on the loan evidencing the existing
senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not
subject to negative amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing
standards set forth herein, take whatever actions as may be necessary to file a
claim under or enforce or allow the Trustee to file a claim under or enforce any
title insurance policy with respect to any Mortgage Loan including, without
limitation, joining in or causing any Seller or Subservicer (or any other party
in possession of any title insurance policy) to join in any claims process,
negotiations, actions or proceedings necessary to make a claim under or enforce
any title insurance policy. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not (unless the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable) make or permit any modification, waiver, or
amendment of any term of any Mortgage Loan that would both (i) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and (ii) cause any REMIC formed hereunder to fail to qualify as
a REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the startup date under the REMIC Provisions.
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(c) In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are customarily provided
by Persons other than servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one or more of
the Certificates providing for the payment by the Master Servicer of amounts
received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which
payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
(f) The relationship of the Master Servicer (and of any successor to the Master
Servicer) to the Depositor under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
(g) The Master Servicer shall comply with the terms of Section 9 of the
Assignment Agreement.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered
into by Residential Funding and Subservicers prior to the execution and delivery
of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers, but such Subservicer will remain obligated
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under the related Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is merely provided for
information and shall not be deemed to limit in any respect the discretion of
the Master Servicer to modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this Agreement or the
Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders. The Program Guide and any other
Subservicing Agreement entered into between the Master Servicer and any
Subservicer shall require the Subservicer to accurately and fully report its
borrower credit files to each of the Credit Repositories in a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related Seller's Agreement,
to the extent that the non-performance of any such obligation would have a
material and adverse effect on a Mortgage Loan, including, without limitation,
the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. For purposes of clarification
only, the parties agree that the foregoing is not intended to, and does not,
limit the ability of the Master Servicer to be reimbursed for expenses that are
incurred in connection with the enforcement of a Seller's obligations and are
reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
----------------------
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
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arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer or Seller for indemnification of the Master Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
---------------------------------------------------------------
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, as
successor Master Servicer, its designee or its successor shall thereupon assume
all of the rights and obligations of the Master Servicer under each Subservicing
Agreement that may have been entered into. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of the
Master Servicer's interest therein and to have replaced the Master Servicer as a
party to the Subservicing Agreement to the same extent as if the Subservicing
Agreement had been assigned to the assuming party except that the Master
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of
the Master Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Master Servicer may in its discretion (subject to the terms
and conditions of the Assignment Agreement) (i) waive any late payment charge or
any prepayment charge or penalty interest in connection with the prepayment of a
Mortgage Loan and (ii) extend the Due Date for payments due on a Mortgage Loan
in accordance with the Program Guide, provided, however, that the Master
Servicer shall first determine that any such waiver or extension will not impair
the coverage of any related Primary Insurance Policy or the MI Policy or
materially adversely affect the lien of the related Mortgage. Notwithstanding
anything in this Section to the contrary, the Master Servicer or any Subservicer
shall not enforce any prepayment charge to the extent that such enforcement
would violate any applicable law. In the event of any such arrangement, the
Master Servicer shall make timely advances on the related Mortgage Loan during
the scheduled period in accordance with the amortization schedule of such
Mortgage Loan without modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates affected
thereby; provided, however, that no such extension shall be made if any advance
would be a Nonrecoverable Advance. Consistent with the terms of this Agreement,
the Master Servicer may also waive, modify or vary any term of any Mortgage Loan
or consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders(taking into
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account any estimated Realized Loss that might result absent such action),
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan),
capitalize any amounts owing on the Mortgage Loan by adding such amount to the
outstanding principal balance of the Mortgage Loan, or extend the final maturity
date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable. No such
modification shall reduce the Mortgage Rate on a Mortgage Loan below the greater
of (A) one-half of the Mortgage Rate as in effect on the Cut-off Date and (B)
one-half of the Mortgage Rate as in effect on the date of such modification, but
not less than the sum of the Servicing Fee Rate, the related Mortgage Insurance
Premium Rate, if any, and the per annum rate at which the Subservicing Fee
accrues. The final maturity date for any Mortgage Loan shall not be extended
beyond the Maturity Date. Also, the aggregate principal balance of all
Reportable Modified Mortgage Loans subject to Servicing Modifications (measured
at the time of the Servicing Modification and after giving effect to any
Servicing Modification) can be no more than five percent of the aggregate
principal balance of the Mortgage Loans as of the Cut-off Date, unless such
limit is increased from time to time with the consent of the MI Policy Provider
and each Rating Agency provides written confirmation that an increase in excess
of that limit will not reduce the rating assigned to any Class of Certificates
by such Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating Agency. In
addition, any amounts owing on a Mortgage Loan added to the outstanding
principal balance of such Mortgage Loan must be fully amortized over the term of
such Mortgage Loan, and such amounts may be added to the outstanding principal
balance of a Mortgage Loan only once during the life of such Mortgage Loan.
Also, the addition of such amounts described in the preceding sentence shall be
implemented in accordance with the Program Guide and may be implemented only by
Subservicers that have been approved by the Master Servicer for such purposes.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining principal balance thereof by the original maturity date based on the
original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of Monthly
Payments due in the month of the Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments made
by Mortgagors on the Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
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(ii) All payments on account of interest at the Adjusted Mortgage Rate on the
Mortgage Loans, including the interest component of any Subservicer Advance or
of any REO Proceeds received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08 (including amounts received from Residential Funding
pursuant to the last paragraph of Section 4 of the Assignment Agreement in
respect of any liability, penalty or expense that resulted from a breach of the
representation and warranty set forth in clause (xlvii) of Section 4 of the
Assignment Agreement) and all amounts required to be deposited in connection
with the substitution of a Qualified Substitute Mortgage Loan pursuant to
Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any
payments or collections received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of Monthly Payments due before or in the month of the Cut-off
Date) and payments or collections consisting of late payment charges or
assumption fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be deposited in the
Custodial Account is so deposited, the Master Servicer may at any time withdraw
such amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Custodial Account may contain funds that belong to one or
more trust funds created for mortgage pass-through certificates of other series
and may contain other funds respecting payments on mortgage loans belonging to
the Master Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds,
Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan
pursuant to Sections 2.02, 2.03, 2.04, 4.07 and 4.08 received in any calendar
month, the Master Servicer may elect to treat such amounts as included in the
Group I Available Distribution Amount or Group II Available Distribution Amount,
as applicable, for the Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall be deemed to
have occurred) on the last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the Depositor of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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Section 3.08. Subservicing Accounts; Servicing Accounts.
-----------------------------------------
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Master Servicer shall cause the Subservicer,
pursuant to the Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the requirements of the Program
Guide and be otherwise acceptable to the Master Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and unreimbursed advances and expenses,
to the extent permitted by the Subservicing Agreement. If the Subservicing
Account is not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The Subservicer
shall not be required to deposit in the Subservicing Account payments or
collections in the nature of late charges or assumption fees, or payments or
collections received in the nature of prepayment charges to the extent that the
Subservicer is entitled to retain such amounts pursuant to the Subservicing
Agreement. On or before the date specified in the Program Guide, but in no event
later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee and the related Mortgage Insurance
Premium Rate, if any, accrues in the case of a Modified Mortgage Loan) on any
Curtailment received by such Subservicer in respect of a Mortgage Loan from the
related Mortgagor during any month that is to be applied by the Subservicer to
reduce the unpaid principal balance of the related Mortgage Loan as of the first
day of such month, from the date of application of such Curtailment to the first
day of the following month. Any amounts paid by a Subservicer pursuant to the
preceding sentence shall be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its withdrawal or order from time
to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, the Mortgage Insurance Premium, if applicable, or comparable items
for the account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by the
Program Guide or as is otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, the Mortgage Insurance Premium, if applicable,
or comparable items, to reimburse the Master Servicer or Subservicer out of
related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
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overages, to pay interest, if required, to Mortgagors on balances in the
Servicing Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or in accordance
with the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements, be
required to pay to the Mortgagors interest on funds in this account to the
extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed
Advances, Servicing Advances or other expenses made pursuant to Sections 3.01,
3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant
to the terms of this Agreement, such withdrawal right being limited to amounts
received on the related Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04, 4.07 or 4.08)
which represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances pursuant to
Section 4.04 and (B) recoveries of amounts in respect of which such advances
were made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Master Servicer on account
of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to interest (but
not in excess of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of such
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interest being interest at a rate per annum equal to the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
applicable Mortgage Insurance Premium Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal balance
thereof at the beginning of the period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds or other property deposited in or credited to
the Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the
Depositor or any other appropriate Person, as the case may be, with respect to
each Mortgage Loan or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07,
4.08 or 9.01, all amounts received thereon and not required to be distributed to
Certificateholders as of the date on which the related Stated Principal Balance
or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in subsection (c)
below, and any Advance or Servicing Advance made in connection with a modified
Mortgage Loan that is in default or, in the judgment of the Master Servicer,
default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the
amount of the Advance or Servicing Advance was added to the Stated Principal
Balance of the Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and
reimbursable to it or the Depositor pursuant to Section 3.01(a), 3.11, 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller (other than
the Depositor or an Affiliate of the Depositor) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14
in good faith in connection with the restoration of property damaged by an
Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan
or disposition of an REO Property to the extent not otherwise reimbursed
pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07, including any payoff
fees or penalties or any other additional amounts payable to the Master Servicer
or Subservicer pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v)
and (vi), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Mortgage Loan, the Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for
the purpose of justifying any withdrawal from the Custodial Account pursuant to
such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the Master
Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
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determination. Such right of reimbursement in respect of a Nonrecoverable
Advance relating to an Advance made pursuant to Section 4.04 on any such
Certificate Account Deposit Date shall be limited to an amount not exceeding the
portion of such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of MI Policy and Primary Insurance Coverage.
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(a) The Master Servicer shall not take, or permit any Subservicer to take, any
action which would result in noncoverage under the MI Policy or any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value at origination in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date
and the Master Servicer had knowledge of such Primary Insurance Policy. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency. The Master Servicer shall keep or cause to be kept in full force and
effect the MI Policy, except as provided in Section 3.11(c).
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the MI Policy Provider under
the MI Policy and to the insurer under any Primary Insurance Policies, in a
timely manner in accordance with such policies, and, in this regard, to take or
cause to be taken such reasonable action as shall be necessary to permit
recovery under the MI Policy and any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under the MI Policy or any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10. In addition, the Master Servicer shall
deposit any refunds of any Mortgage Insurance Premiums into the Custodial
Account for inclusion in the Group I Available Distribution Amount for the
following Distribution Date.
(c) In the event of a MI Policy Provider Default, if the MI Policy may be
terminated without payment of any further premium for such policy, the Master
Servicer shall use its best efforts to replace such policy with a substitute
policy at a premium rate which is no greater than the premium rate that is
charged under the MI Policy and with coverage for losses in amounts
substantially similar to those under the MI Policy.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage in an amount which is equal to the lesser of
the principal balance owing on such Mortgage Loan (together with the principal
balance of any mortgage loan secured by a lien that is senior to the Mortgage
Loan) or 100% of the insurable value of the improvements; provided, however,
that such coverage may not be less than the minimum amount required to fully
compensate for any loss or damage on a replacement cost BASIS. To the extent it
may do so without breaching the related Subservicing Agreement, the Master
Servicer shall replace any Subservicer that does not cause such insurance, to
the extent it is available, to be maintained. The Master Servicer shall also
cause to be maintained on property acquired upon foreclosure, or deed in lieu of
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foreclosure, of any Mortgage Loan, fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid the application
of any co-insurance clause contained in the related hazard insurance policy.
Pursuant to Section 3.07, any amounts collected by the Master Servicer under any
such policies (other than amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement a blanket fidelity
bond and an errors and omissions insurance policy covering the Master Servicer's
officers and employees and other persons acting on behalf of the Master Servicer
in connection with its activities under this Agreement. The amount of coverage
shall be at least equal to the coverage that would be required by Xxxxxx Xxx or
Xxxxxxx Mac, whichever is greater, with respect to the Master Servicer if the
Master Servicer were servicing and administering the Mortgage Loans for Xxxxxx
Mae or Xxxxxxx Mac. In the event that any such bond or policy ceases to be in
effect, the Master Servicer shall obtain a comparable replacement bond or policy
from an issuer or insurer, as the case may be, meeting the requirements, if any,
of the Program Guide and acceptable to the Depositor. Coverage of the Master
Servicer under 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).
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Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (ii) if the Master Servicer determines
that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale clause or to contest
such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
cause any REMIC created hereunder to fail to qualify as a REMIC under the Code
or the imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Date under the REMIC Provisions. The Master Servicer shall
execute and deliver such documents only if it reasonably determines that (i) its
execution and delivery thereof will not conflict with or violate any terms of
this Agreement or cause the unpaid balance and interest on the Mortgage Loan to
be uncollectible in whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained and (iii) subsequent to
the closing of the transaction involving the assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage lien (or, with
respect to any junior lien, a junior lien of the same priority in relation to
any senior lien on such Mortgage Loan) pursuant to the terms of the Mortgage,
(B) such transaction will not adversely affect the coverage under any Required
Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining
term thereof, (D) no material term of the Mortgage Loan (including the interest
rate on the Mortgage Loan) will be altered nor will the term of the Mortgage
Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to
be released from liability on the Mortgage Loan, the buyer/transferee of the
Mortgaged Property would be qualified to assume the Mortgage Loan based on
generally comparable credit quality and such release will not (based on the
Master Servicer's or Subservicer's good faith determination) adversely affect
the collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing, the
Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed by the Master Servicer. Upon the closing
of the transactions contemplated by such documents, the Master Servicer shall
cause the originals or true and correct copies of the assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and deposited with the
Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer
or such related Subservicer for entering into an assumption or substitution of
liability agreement will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
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(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that any REMIC created hereunder would not fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the Startup Date
would be imposed on any REMIC created hereunder as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing such
a request will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the
Trustee and Master Servicer shall be entitled to approve an assignment in lieu
of satisfaction with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment provides the
Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
more than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified
Mortgage Loan, below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and (iv) that such assignment is at the request of
the borrower under the related Mortgage Loan. Upon approval of an assignment in
lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal balance of and
accrued interest on such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in Full with respect to such Mortgage Loan for
all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
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(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. Alternatively, the Master Servicer may take other
actions in respect of a defaulted Mortgage Loan, which may include (i) accepting
a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permitting a short refinancing (a payoff of the
Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
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mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in any
respect hereunder if the Master Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall not be
required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses and charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. In addition, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust FUND. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the Trust
Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
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
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Property as soon as practicable, giving due consideration to the interests of
the Certificateholders, but in all cases, within three full years after the
taxable year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of each REMIC created hereunder as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund,
request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
(subject to Section 10.01(f)) obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any REMIC created hereunder to fail to qualify as a
REMIC (for federal (or any applicable State or local) income tax purposes) at
any time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from
the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject any REMIC created hereunder to
the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the Trust
Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery (other than Subsequent Recoveries) resulting from a collection
of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in
the following order of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii); second, to the
Certificateholders to the extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), to the Due
Date in the related Due Period prior to the Distribution Date on which such
amounts are to be distributed; third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to such fees
which result from the foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors
is not a United States Person, in connection with any foreclosure or acquisition
of a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
-----------------------------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
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include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit G, or, in the case
of a Custodian, an electronic request in a form acceptable to the Custodian,
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy
to the Trustee, a certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit G hereto, or, in the case of a Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon the Trustee's receipt of notification from
the Master Servicer of the deposit of the related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and
deliver to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
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.
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Section 3.16. Servicing and Other Compensation; Compensating Interest.
-------------------------------------------------------
(a) The Master Servicer, as compensation for its activities hereunder, shall be
entitled to receive on each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the
Mortgage Insurance Premium Rate, if applicable, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related
Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees, late
payment charges, investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master Servicer or the
Subservicer to the extent provided herein, subject to clause (e) below.
Prepayment charges shall be deposited into the Certificate Account and shall be
paid on each Distribution Date to the holders of the related Class SB
Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for
such Distribution Date used to cover Prepayment Interest Shortfalls as provided
in Section 3.16(f) below. Such reduction shall be applied during such period as
follows: first, to any Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii); and second, to any income
or gain realized from any investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master
Servicer shall not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); and (ii) shall not withdraw from the Custodial
Account or Certificate Account any such amount to which it is entitled pursuant
to Section 3.07(c) or 4.01(c).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the
Mortgage Loans will be covered first, by the Master Servicer, but only to the
extent such Prepayment Interest Shortfalls do not exceed Eligible Master
Servicing Compensation.
(g) With respect to any Distribution Date, Compensating Interest derived from a
particular Loan Group shall be used on such Distribution Date to cover any
Prepayment Interest Shortfalls in such Loan Group and then to cover any
Prepayment Interest Shortfalls on the other Loan Group in the same manner and
priority as Excess Cash Flow would cover such shortfalls pursuant to Section
4.02.
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Section 3.17. Reports to the Trustee and the Depositor.
----------------------------------------
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
---------------------------------
The Master Servicer will deliver to the Depositor and the Trustee on or
before the earlier of (a) March 31 of each year, beginning with the first March
31 that occurs at least six months after the Cut-off Date or (b) with respect to
any calendar year during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, on or before the date on which the annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and of its performance under the pooling and servicing agreements, including
this Agreement, has been made under such officers' supervision, (ii) to the best
of such officers' knowledge, based on such review, the Master Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations relating to this Agreement in all material
respects throughout such year, or, if there has been material noncompliance with
such servicing standards or a default in the fulfillment in all material
respects of any such obligation relating to this Agreement, such statement shall
include a description of such noncompliance or specify each such default, as the
case may be, known to such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer has complied in all
material respects with the minimum servicing standards set forth in the Uniform
Single Attestation Program for Mortgage Bankers and has fulfilled all of its
material obligations under its Subservicing Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a material default in the fulfillment of such obligations
relating to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
-------------------------------------------------------
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, on or before the date on which the
annual report is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the Master Servicer at its expense
shall cause a firm of independent public accountants, which shall be members of
the American Institute of Certified Public Accountants, to furnish a report to
the Depositor and the Trustee stating its opinion that, on the basis of an
examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
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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 and the Trustee, upon
reasonable notice, during normal business hours access to all records maintained
by the Master Servicer in respect of its rights and obligations hereunder and
access to officers of the Master Servicer responsible for such obligations. Upon
request, the Master Servicer shall furnish the Depositor with its most recent
financial statements and such other information as the Master Servicer possesses
regarding its business, affairs, property and condition, financial or otherwise.
The Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may
enforce the obligation of the Master Servicer hereunder and may, but it is not
obligated to, perform or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its
designee. Neither the Depositor nor the Trustee shall have the responsibility or
liability for any action or failure to act by the Master Servicer and the
Depositor is not obligated to supervise the performance of the Master Servicer
under this Agreement or otherwise.
Section 3.21. The Mortgage Insurance Co-Trustee.
---------------------------------
(a) The Master Servicer and the Trustee hereby appoint the Mortgage
Insurance Co-Trustee to act as co-trustee as permitted under and in accordance
with Section 8.10 of this Agreement. The Mortgage Insurance Co-Trustee hereby
agrees to act as co-trustee of the Trust Fund for purposes of accepting and
holding the MI Policy on behalf of the Trust and to be the named insured under
the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI Policy at its
Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be entitled to
all of the rights, protections and immunities of the Trustee under Article VIII
of this Agreement.
(b) On each Distribution Date, the Trustee shall pay, on behalf of the
Mortgage Insurance Co-Trustee, the premium for the MI Policy out of amounts on
deposit in the Certificate Account. All claims under the MI Policy shall be made
by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee and any
funds received by the Master Servicer with respect to the MI Policy will be
deemed to have been received by the Master Servicer on behalf of the Mortgage
Insurance Co-Trustee. Regardless, any funds received by the Mortgage Insurance
Co-Trustee under the MI Policy shall be remitted to the Trustee within two
Business Days for deposit to the Certificate Account.
(c) In the event of a MI Policy Provider Default under the MI Policy,
the MI Policy Provider shall be terminated by the Mortgage Insurance Co-Trustee
on behalf of the Trust only if the Mortgage Insurance Co-Trustee is so directed
in writing by the Master Servicer.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
-------------------
(a) The Master Servicer acting as agent of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08, (iv) any
amount required to be paid pursuant to Section 9.01, (v) an amount equal to the
Mortgage Insurance Premium payable on such Distribution Date and (vi) other
amounts constituting the Group I Available Distribution Amount or Group II
Available Distribution Amount for the immediately succeeding Distribution Date.
(b) On each Distribution Date, prior to making any other distributions referred
to in Section 4.02 herein, the Trustee shall withdraw from the Certificate
Account and pay to the MI Policy Provider, by wire transfer of immediately
available funds, the Mortgage Insurance Premium for such Distribution Date.
(c) The Trustee shall, upon written request from the Master Servicer, invest or
cause the institution maintaining the Certificate Account to invest the funds in
the Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution Date next following the
date of such investment (except that (i) if such Permitted Investment is an
obligation of the institution that maintains such account or fund for which such
institution serves as custodian, then such Permitted Investment may mature on
such Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such Distribution Date
to the Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02. Distributions.
-------------
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the
Trustee) shall allocate and distribute the Group I Available Distribution Amount
and Group II Available Distribution Amount (in each case, to the extent on
deposit in the Certificate Account) for such date to the interests issued in
respect of each REMIC as specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the following order
of priority, shall be distributed by REMIC I to REMIC III on account of the
REMIC I Regular Interests:
(i) to the extent of the Group I Available Distribution Amount, to REMIC III as
the holder of REMIC I Regular Interest LT1, REMIC I Regular Interest LT2, REMIC
I Regular Interest LT3 and REMIC I Regular Interest LT4, pro rata, in an amount
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equal to (A) their Uncertificated Accrued Interest for such Distribution Date,
plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(ii) on each Distribution Date, to REMIC III as the holder of the REMIC I
Regular Interests, in an amount equal to the remainder of the Group I Available
Distribution Amount after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below):
(A) in respect of the REMIC I Regular Interest LT2, REMIC I Regular
Interest LT3 and REMIC I Regular Interest LT4, their respective Principal
Distribution Amounts;
(B) in respect of the REMIC I Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC I Regular Interest LT2, REMIC I
Regular Interest LT3 and REMIC I Regular Interest LT4, pro rata according to
their respective Uncertificated Principal Balances as reduced by the
distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of the Class R-I Certificates.
(2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II to REMIC III on
account of the REMIC I Regular Interests:
(i) to the extent of the Group II Available Distribution Amount, to REMIC III as
the holder of REMIC II Regular Interest LT5, REMIC II Regular Interest LT6,
REMIC II Regular Interest LT7 and REMIC II Regular Interest LT8, pro rata, in an
amount equal to (A) their Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(ii) on each Distribution Date, to REMIC III as the holder of the REMIC II
Regular Interests, in an amount equal to the remainder of the Group II Available
Distribution Amount after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below):
(A) in respect of the REMIC II Regular Interest LT6, REMIC II Regular
Interest LT7 and REMIC II Regular Interest LT8, their respective Principal
Distribution Amounts;
(B) in respect of the REMIC II Regular Interest LT5 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC II Regular Interest LT6, REMIC II
Regular Interest LT7 and REMIC II Regular Interest LT8, pro rata according to
their respective Uncertificated Principal Balances as reduced by the
distributions deemed made pursuant to (i) above, until their respective
Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of the Class R-II Certificates.
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(3) Notwithstanding the distributions on the REMIC Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Sections 4.02(c) and
(d).
(c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee
or (y) the Paying Agent appointed by the Trustee, shall distribute to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts), in the following order of priority, in each
case to the extent of the Group I Available Distribution Amount on deposit in
the Certificate Account (or, with respect to clause (xviii)(B) below, to the
extent of prepayment charges on deposit in the Certificate Account):
(i) to the Class A-I Certificateholders and the Class M-I Certificateholders,
the related Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, plus any related Accrued Certificate Interest
remaining unpaid from any prior Distribution Date, in the following order of
priority:
(1) first, to the Class A-I Certificateholders on a pro rata basis, based upon
the amount of Accrued Certificate Interest due thereon;
(2) second, to the Class M-I-1 Certificateholders;
(3) third, to the Class M-I-2 Certificateholders; and
(4) fourth, to the Class M-I-3 Certificateholders;
(ii) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the Group I Principal Distribution Amount
(other than the amounts described in clauses (b)(iv) and (v) of the definition
thereof), which amount shall be allocated in the manner and priority set forth
in Section 4.02(e) below, until the aggregate Certificate Principal Balance of
each Class of Class A-I Certificates and Class M-I Certificates has been reduced
to zero;
(iii) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the Group I Excess Cash Flow, an amount equal to the principal portion of
Realized Losses on the Group I Loans during the immediately preceding Due
Period, which amount shall be included in the Group I Principal Distribution
Amount and allocated in the manner and priority set forth in Section 4.02(e)
below until the aggregate Certificate Principal Balance of each Class of Class
A-I Certificates and Class M-I Certificates has been reduced to zero;
(iv) to the Class A-II Certificateholders and Class M-II Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, an amount equal to the principal portion of Realized
Losses on the Group II Loans during the immediately preceding Due Period, to the
extent not covered by distributions of the Group II Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group II Principal
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Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(f) below, until the aggregate Certificate Principal Balance of each
Class of Class A-II Certificates and Class M-II Certificates has been reduced to
zero;
(v) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the Group I Overcollateralization Increase Amount,
which amount shall be included in the Group I Principal Distribution Amount and
allocated in the manner and priority set forth in Section 4.02(e) below, until
the aggregate Certificate Principal Balance of each Class of Class A-I
Certificates and Class M-I Certificates has been reduced to zero;
(vi) beginning on the Distribution Date in October 2004, to the Class A-II
Certificateholders and Class M-II Certificateholders, from the amount, if any,
of the Group I Excess Cash Flow remaining after the foregoing distributions, the
Group II Overcollateralization Increase Amount for such Distribution Date, to
the extent not covered by distributions of the Group II Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group II Principal
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(f) below, until the aggregate Certificate Principal Balance of each
Class of Class A-II Certificates and Class M-II Certificates has been reduced to
zero;
(vii) to the Class A-I Certificateholders and Class M-I Certificateholders, from
the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date, to the
extent not covered by Compensating Interest on such Distribution Date, which
amount shall be allocated to the Class A-I Certificateholders and Class M-I
Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto for such Distribution Date;
(viii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group I Excess Cash Flow
remaining after the foregoing distributions, the amount of any related
Prepayment Interest Shortfalls with respect to the Group II Loans for that
Distribution Date, to the extent not covered by Compensating Interest and
distributions of the Group II Excess Cash Flow on such Distribution Date, which
amount shall be allocated to the Class A-II Certificateholders and the Class
M-II Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto for such Distribution Date;
(ix) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rates, which amount shall be
allocated to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto and remaining unpaid;
(x) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rates, to the extent not covered by
distributions of the Group II Excess Cash Flow on such Distribution Date, which
amount shall be allocated to the Class A-II Certificateholders and the Class
M-II Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto and remaining unpaid;
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(xi) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any Group I Net WAC Cap Shortfalls on
such Certificates, which amount shall be allocated first, to the Class A-I
Certificateholders on a pro rata basis, based on their respective Group I Net
WAC Cap Shortfalls, and then sequentially, to the Class M-I-1
Certificateholders, Class M-I-2 Certificateholders and Class M-I-3
Certificateholders, in that order;
(xii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group I Excess Cash Flow
remaining after the foregoing distributions, the amount of any Group II Basis
Risk Shortfalls on such Certificates to the extent not covered by distributions
of the Group II Excess Cash Flow or the Hedge Payment on such Distribution Date,
which amount shall be allocated first, to the Class A-II Certificateholders on a
pro rata basis, based on their respective Group II Basis Risk Shortfalls, and
then sequentially, to the Class M-II-1 Certificateholders, Class M-II-2
Certificateholders and Class M-II-3 Certificateholders, in that order;
(xiii) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the amount of any Relief Act Shortfalls allocated to
such Certificates with respect to the Group I Loans for that Distribution Date,
on a pro rata basis, based on the amount of Relief Act Shortfalls allocated
thereto for that Distribution Date;
(xiv) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group I Excess Cash Flow
remaining after the foregoing distributions, the amount of any Relief Act
Shortfalls allocated to such Certificates with respect to the Group II Loans for
that Distribution Date, to the extent not covered by distributions of the Group
II Excess Cash Flow on such Distribution Date, on a pro rata basis, based on the
amount of Relief Act Shortfalls allocated thereto for that Distribution Date;
(xv) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group I Excess Cash Flow remaining after the
foregoing distributions, the principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, which amount shall
be allocated first, to the Class A-I Certificateholders on a pro rata basis,
based on their respective principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, and then
sequentially, to the Class M-I-1 Certificateholders, Class M-I-2
Certificateholders and Class M-I-3 Certificateholders, in that order;
(xvi) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group I Excess Cash Flow
remaining after the foregoing distributions, the principal portion of any
Realized Losses previously allocated to those Certificates and remaining
unreimbursed, to the extent not covered by distributions of the Group II Excess
Cash Flow on such Distribution Date, which amount shall be allocated first, to
the Class A-II Certificateholders on a pro rata basis, based on their respective
principal portion of any Realized Losses previously allocated to those
Certificates and remaining unreimbursed, and then sequentially, to the Class
M-II-1 Certificateholders, Class M-II-2 Certificateholders and Class M-II-3
Certificateholders, in that order;
(xvii) to the Depositor, for any amounts advanced with respect to Mortgage
Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of the
Group I Excess Cash Flow remaining after the foregoing distributions;
(xviii) to the Class SB-I Certificates, (A) from the amount, if any, of the
Group I Excess Cash Flow remaining after the foregoing distributions, the sum of
(I) Accrued Certificate Interest thereon, (II) the amount of any Group I
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Overcollateralization Reduction Amount for such Distribution Date and (III) for
any Distribution Date after the Certificate Principal Balance of each Class of
Class A Certificates and Class M Certificates has been reduced to zero, the
Group I Overcollateralization Amount, and (B) from prepayment charges on deposit
in the Certificate Account, any prepayment charges received on the Group I Loans
during the related Prepayment Period; and
(xix) to the Class R-III Certificateholders, the balance, if any, of the Group I
Excess Cash Flow.
(d) On each Distribution Date (x) the Master Servicer on behalf of the Trustee
or (y) the Paying Agent appointed by the Trustee, shall distribute to each
Certificateholder of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts), in the following order of priority, in each
case to the extent of the Group II Available Distribution Amount on deposit in
the Certificate Account (except, with respect to clause (i) below, to the extent
of the Class A-II Interest Distribution Amount, with respect to clauses (iii),
(xiii) and (xx) below, to the extent of the remaining Available Distribution
Amount plus the remaining Hedge Payment or, with respect to clause (xx)(B)
below, to the extent of prepayment charges on deposit in the Certificate
Account):
(i) to the Class A-II Certificateholders, the Group II REMIC Interest Amount
payable on the Class A-II Certificates with respect to such Distribution Date,
plus any related amounts accrued pursuant to this clause (i) but remaining
unpaid from any prior Distribution Date, on a pro rata basis, based upon the
amount of Group II REMIC Interest Amount due thereon, being paid from and in
reduction of the Group II Available Distribution Amount for such Distribution
Date;
(ii) to the Class M-II Certificateholders, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing distributions,
the Group II REMIC Interest Amount payable on the Class M-II Certificates with
respect to such Distribution Date, plus any related amounts accrued pursuant to
this clause (ii) but remaining unpaid from any prior Distribution Date,
sequentially, to the Class M-II-1 Certificateholders, Class M-II-2
Certificateholders and Class M-II-3 Certificateholders, in that order, being
paid from and in reduction of the Group II Available Distribution Amount for
such Distribution Date;
(iii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, the related Accrued Certificate Interest in excess of the
Group II REMIC Interest Amount, on a pro rata basis, based upon the amount of
the related Accrued Certificate Interest in excess of the Group II REMIC
Interest Amount due thereon, being paid from and in reduction of the Hedge
Payment for such Distribution Date;
(iv) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the Group II Principal Distribution Amount
(other than the amounts described in clauses (b)(iv) and (v) of the definition
thereof), which amount shall be allocated in the manner and priority set forth
in Section 4.02(f) below, until the aggregate Certificate Principal Balance of
each Class of Class A-II Certificates and Class M-II Certificates has been
reduced to zero;
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(v) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the Group II Excess Cash Flow, an amount equal to the principal portion of
Realized Losses on the Group II Loans during the immediately preceding Due
Period, which amount shall be included in the Group II Principal Distribution
Amount and allocated in the manner and priority set forth in Section 4.02(f)
below, until the aggregate Certificate Principal Balance of each Class of Class
A-II Certificates and Class M-II Certificates has been reduced to zero;
(vi) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, an amount equal to the principal portion of Realized
Losses on the Group I Loans during the immediately preceding Due Period, to the
extent not covered by distributions of the Group I Excess Cash Flow on such
Distribution Date, which amount shall be included in the Group I Principal
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(e) below, until the aggregate Certificate Principal Balance of each
Class of Class A-I Certificates and Class M-I Certificates has been reduced to
zero;
(vii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash Flow
remaining after the foregoing distributions, the Group II Overcollateralization
Increase Amount, which amount shall be included in the Group II Principal
Distribution Amount and allocated in the manner and priority set forth in
Section 4.02(f) below, until the aggregate Certificate Principal Balance of each
Class of Class A-II Certificates and Class M-II Certificates has been reduced to
zero;
(viii) beginning on the Distribution Date in October 2004, to the Class A-I
Certificateholders and the Class M-I Certificateholders, from the amount, if
any, of the Group II Excess Cash Flow remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount for such
Distribution Date, to the extent not covered by distributions of the Group I
Excess Cash Flow on such Distribution Date, which amount shall be included in
the Group I Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(e) below, until the aggregate Certificate
Principal Balance of each Class of Class A-I Certificates and Class M-I
Certificates has been reduced to zero;
(ix) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group II Loans for that Distribution Date, to the
extent not covered by Compensating Interest on such Distribution Date, which
amount shall be allocated to the Class A-II Certificateholders and the Class
M-II Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto for such Distribution Date;
(x) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date, to the
extent not covered by Compensating Interest and distributions of the Group I
Excess Cash Flow on such Distribution Date, which amount shall be allocated to
the Class A-I Certificateholders and Class M-I Certificateholders on a pro rata
basis, based on the amount of Prepayment Interest Shortfalls allocated thereto
for such Distribution Date;
(xi) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rates, which amount shall be
allocated to the Class A-II Certificateholders and the Class M-II
Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto and remaining unpaid;
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(xii) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any Prepayment Interest Shortfalls
allocated thereto remaining unpaid from prior Distribution Dates together with
interest thereon at the related Pass-Through Rates, to the extent not covered by
distributions of the Group I Excess Cash Flow on such Distribution Date, which
amount shall be allocated to the Class A-I Certificateholders and the Class M-I
Certificateholders on a pro rata basis, based on the amount of Prepayment
Interest Shortfalls allocated thereto and remaining unpaid;
(xiii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash Flow
remaining after the foregoing distributions, the amount of any Group II Basis
Risk Shortfalls on such Certificates, which amount shall be allocated first, to
the Class A-II Certificateholders on a pro rata basis, based on their respective
Group II Basis Risk Shortfalls, and then sequentially, to the Class M-II-1
Certificateholders, Class M-II-2 Certificateholders and Class M-II-3
Certificateholders, in that order, in each case being paid from and in reduction
of first, the Hedge Payment for such Distribution Date and second, the Group II
Available Distribution Amount for such Distribution Date;
(xiv) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any Group I Net WAC Cap Shortfalls on
such Certificates, to the extent not covered by distributions of the Group I
Excess Cash Flow on such Distribution Date, which amount shall be allocated
first, to the Class A-I Certificateholders on a pro rata basis, based on their
respective Group I Net WAC Cap Shortfalls, and then sequentially, to the Class
M-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3
Certificateholders, in that order;
(xv) to the Class A-II Certificateholders and the Class M-II Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any Relief Act Shortfalls allocated to
such Certificates with respect to the Group II Loans for that Distribution Date,
on a pro rata basis, based on the amount of Relief Act Shortfalls allocated
thereto for that Distribution Date;
(xvi) to the Class A-I Certificateholders and the Class M-I Certificateholders,
from the amount, if any, of the Group II Excess Cash Flow remaining after the
foregoing distributions, the amount of any Relief Act Shortfalls allocated to
such Certificates with respect to the Group I Loans for that Distribution Date,
to the extent not covered by distributions of the Group I Excess Cash Flow on
such Distribution Date, on a pro rata basis, based on the amount of Relief Act
Shortfalls allocated thereto for that Distribution Date;
(xvii) to the Class A-II Certificateholders and the Class M-II
Certificateholders, from the amount, if any, of the Group II Excess Cash Flow
remaining after the foregoing distributions, the principal portion of any
Realized Losses previously allocated to those Certificates and remaining
unreimbursed, which amount shall be allocated first, to the Class A-II
Certificateholders on a pro rata basis, based on their respective principal
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portion of any Realized Losses previously allocated to those Certificates and
remaining unreimbursed, and then sequentially, to the Class M-II-1
Certificateholders, Class M-II-2 Certificateholders and Class M-II-3
Certificateholders, in that order;
(xviii) to the Class A-I Certificateholders and the Class M-I
Certificateholders, from the amount, if any, of the Group II Excess Cash Flow
remaining after the foregoing distributions, the principal portion of any
Realized Losses previously allocated to those Certificates and remaining
unreimbursed, to the extent not covered by distributions of the Group I Excess
Cash Flow on such Distribution Date, which amount shall be allocated first, to
the Class A-I Certificateholders on a pro rata basis, based on their respective
principal portion of any Realized Losses previously allocated to those
Certificates and remaining unreimbursed, and then sequentially, to the Class
M-I-1 Certificateholders, Class M-I-2 Certificateholders and Class M-I-3
Certificateholders, in that order;
(xix) to the Depositor, for any amounts advanced with respect to Mortgage
Insurance Premium Taxes Reserve Fund Deposit, from the amount, if any, of Group
II Excess Cash Flow remaining after the foregoing distributions;
(xx) to the Class SB-II Certificates, (A) from the amount, if any, of the Group
II Excess Cash Flow remaining after the foregoing distributions, the sum of (I)
Accrued Certificate Interest thereon, (II) the amount of any Group II
Overcollateralization Reduction Amount for such Distribution Date, (III) the
amount of any Hedge Shortfall Amount for such Distribution Date, (IV) the amount
of any Hedge Shortfall Carry-Forward Amount for such Distribution Date and (V)
for any Distribution Date after the Certificate Principal Balance of each Class
of Class A Certificates and Class M Certificates has been reduced to zero, the
Group II Overcollateralization Amount, (B) from prepayment charges on deposit in
the Certificate Account, any prepayment charges received on the Group II Loans
during the related Prepayment Period and (C) from the Hedge Payment, if any, the
amount of such Hedge Payment remaining after the foregoing distributions; and
(xxi) to the Class R-III Certificateholders, the balance, if any, of the Group
II Excess Cash Flow.
(e) The Group I Principal Distribution Amount payable to the Class A-I
Certificateholders and Class M-I Certificateholders shall be distributed as
follows:
(i) first, the Class A-I Principal Distribution Amount shall be distributed as
follows:
(A) first, to the to the Class A-I-6 Certificates, an amount equal to the Class
A-I-6 Lockout Distribution Amount for that Distribution Date, until the
Certificate Principal Balance of the Class A-I-6 Certificates has been reduced
to zero; and
(B) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class A-I-4, Class
A-I-5 and Class A-I-6 Certificates, in that order, in each case until the
Certificate Principal Balance thereof has been reduced to zero.
(ii) second, the Class M-I-1 Principal Distribution Amount shall be distributed
to the Class M-I-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
(iii) third, the Class M-I-2 Principal Distribution Amount shall be distributed
to the Class M-I-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; and
(iv) fourth, the Class M-I-3 Principal Distribution Amount shall be distributed
to the Class M-I-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero.
(f) The Group II Principal Distribution Amount payable to the Class A-II
Certificateholders and the Class M-II Certificateholders shall be distributed as
follows:
(i) first, the Class A-II Principal Distribution Amount shall be distributed as
follows:
(A) first, concurrently, (1) the Class A-II-A Principal Distribution Amount
shall be distributed to the Class A-II-A Certificates, until the Certificate
Principal Balance thereof has been reduced to zero, and the Class A-II-B
Principal Distribution Amount shall be distributed sequentially, to the Class
A-II-B1 Certificates and Class A-II-B2 Certificates, in that order, in each case
until the Certificate Principal Balance thereof has been reduced to zero; and
(B) second, any remaining Class A-II-B Principal Distribution Amount shall be
distributed to the Class A-II-A Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, and any remaining Class A-II-A
Principal Distribution Amount shall be distributed sequentially, to the Class
A-II-B1 Certificates and Class A-II-B2 Certificates, in that order, in each case
until the Certificate Principal Balance thereof has been reduced to zero.
(ii) second, the Class M-II-1 Principal Distribution Amount shall be distributed
to the Class M-II-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
(iii) third, the Class M-II-2 Principal Distribution Amount shall be distributed
to the Class M-II-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; and
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(iv) fourth, the Class M-II-3 Principal Distribution Amount shall be distributed
to the Class M-II-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero.
(g) Notwithstanding the foregoing clauses (c), (d), (e) and (f), upon the
reduction of the Certificate Principal Balance of a Class of Class A
Certificates or Class M Certificates to zero, such Class of Certificates will
not be entitled to further distributions pursuant to Section 4.02.
(h) Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(i) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
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Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account and
with respect to each Distribution Date the Master Servicer shall forward to the
Trustee and the Trustee shall forward by mail or otherwise make available
electronically on its website (which may be obtained by any Certificateholder by
telephoning the Trustee at (000) 000-0000) to each Holder and the Depositor a
statement setting forth the following information as to each Class of
Certificates, in each case to the extent applicable:
(i) (A) the amount of such distribution to the Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof, and (B) the
aggregate amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates is less
than the full amount that would be distributable to such Holders if there were
sufficient funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer with respect to the Group
I Loans and Group II Loans pursuant to Section 4.04;
(v) the number and aggregate Stated Principal Balance of the Group I Loans, the
Group II Loans and the Mortgage Loans in the aggregate after giving effect to
the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of the
Certificates, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to Realized
Losses other than pursuant to an actual distribution of principal;
(vii) on the basis of the most recent reports furnished to it by Subservicers,
(A) the number and aggregate principal balances of Group I Loans and Group II
Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days
and the number and aggregate principal balance of Group I Loans and Group II
Loans that are in foreclosure, (B) the number and aggregate principal balances
of the Group I Loans, Group II Loans and the Mortgage Loans in the aggregate
that are Reportable Modified Mortgage Loans that are in foreclosure and are REO
Property, indicating in each case capitalized Mortgage Loans, other Servicing
Modifications and totals, and (C) for all Reportable Modified Mortgage Loans,
the number and aggregate principal balances of the Group I Loans, Group II Loans
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and the Mortgage Loans in the aggregate that have been liquidated, the subject
of pay-offs and that have been repurchased by the Master Servicer or Seller;
(viii) the number, aggregate principal balance and book value of any REO
Properties with respect to the Group I Loans and Group II Loans;
(ix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made on such
Distribution Date;
(x) the aggregate amount of Realized Losses with respect to the Group I Loans
and Group II Loans for such Distribution Date and the aggregate amount of
Realized Losses with respect to the Group I Loans and Group II Loans incurred
since the Cut-off Date;
(xi) with respect to the related Due Period, (A) the number of Group I Loans for
which a payment was made by the MI Policy Provider under the MI Policy since the
Closing Date and the aggregate amount of any such payments, (B) the number of
Group I Loans for which a claim has been presented to the MI Policy Provider
under the MI Policy since the Closing Date and the aggregate amount of any such
outstanding claims, and (C) the number of Group I Loans for which a claim was
presented to the MI Policy Provider under the MI Policy since the Closing Date
which claim was denied by the MI Policy Provider and the aggregate amount of any
such denied claims;
(xii) the Pass-Through Rate on each Class of Certificates, the Group I Net WAC
Cap Rate and Group II Net WAC Cap Rate and the Group II Weighted Average Maximum
Net Mortgage Rate;
(xiii) the Group II Basis Risk Shortfalls, the Group I Net WAC Cap Shortfalls,
the Group I Prepayment Interest Shortfalls and the Group II Prepayment Interest
Shortfalls;
(xiv) the Group I Overcollateralization Amount, the Group II
Overcollateralization Amount, the Group I Required Overcollateralization Amount
and the Group II Required Overcollateralization Amount following such
Distribution Date;
(xv) the number and aggregate principal balance of the Group I Loans and Group
II Loans repurchased under Section 4.07 or 4.08;
(xvi) the aggregate amount of any recoveries with respect to the Group I Loans
and Group II Loans on previously foreclosed loans from Residential Funding due
to a breach of representation or warranty;
(xvii) the weighted average remaining term to maturity of the Group I Loans or
Group II Loans after giving effect to the amounts distributed on such
Distribution Date;
(xviii) the weighted average Mortgage Rates of the Group I Loans or Group II
Loans after giving effect to the amounts distributed on such Distribution Date;
(xix) the amount, if any, required to be paid under the Hedge Agreement for such
Distribution Date and any shortfall in amounts previously required to be paid
under the Hedge Agreement for prior Distribution Dates; and
(xx) the occurrence of the Group I Stepdown Date and the Group II Stepdown Date;
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(xxi) the amount, if any, required to be paid under any Derivative Contract
entered into pursuant to Section 4.11 hereof; and
(xxii) the aggregate amount of Realized Losses since the Cut-off Date for the
Group I Loans and the Group II Loans.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit U to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, upon the Trustee's receipt thereof, to each
Person who at any time during the calendar year was the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer and Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer and Trustee pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
and forwarded by the Trustee pursuant to any requirements of the Code.
(d) As soon as reasonably practicable, upon the written request of any Class SB
Certificate or Class R Certificateholder, the Master Servicer shall provide the
requesting Certificateholder with such information as is necessary and
appropriate, in the Master Servicer's sole discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the
Trust Fund, sign and cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. In connection with the preparation and
filing of such periodic reports, the Trustee shall timely provide to the Master
Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal
process and any other documents relating to any claims, charges or complaints
involving the Trustee, as trustee hereunder, or the Trust Fund that are received
by the Trustee, (III) notice of all matters that, to the actual knowledge of a
Responsible Officer of the Trustee, have been submitted to a vote of the
Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Master
Servicer, and (IV) notice of any failure of the Trustee to make any distribution
to the Certificateholders as required pursuant to this Agreement. Neither the
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Master Servicer nor the Trustee shall have any liability with respect to the
Master Servicer's failure to properly prepare or file such periodic reports
resulting from or relating to the Master Servicer's inability or failure to
obtain any information not resulting from the Master Servicer's own negligence
or willful misconduct. Any Form 10-K filed with the Commission in connection
with this clause (e) shall include a certification, signed by the senior officer
in charge of the servicing functions of the Master Servicer, in the form
attached as Exhibit T-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. This Section 4.03(e) may be amended in accordance with this
Agreement without the consent of the Certificateholders. In connection with the
Form 10-K Certification, the Trustee shall provide the Master Servicer with a
back-up certification substantially in the form attached hereto as Exhibit T-2.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement (which
may be in a mutually agreeable electronic format) to the Trustee, any Paying
Agent and the Depositor (the information in such statement to be made available
to Certificateholders by the Master Servicer on request) (provided that the
Master Servicer will use its best efforts to deliver such written statement not
later than 12:00 p.m. New York time on the second Business Day prior to the
Distribution Date) setting forth (i) the Group I Available Distribution Amount
and Group II Available Distribution Amount, (ii) the amounts required to be
withdrawn from the Custodial Account and deposited into the Certificate Account
on the immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the Mortgage Insurance Premium for such
Distribution Date, (iv) the amounts required to be withdrawn from the Mortgage
Insurance Premium Taxes Reserve Fund pursuant to Section 4.09, (v) the amount of
Prepayment Interest Shortfalls, Group I Net WAC Cap Shortfalls and Group II
Basis Risk Shortfalls, (vi) the Hedge Payment, if any, for such Distribution
Date, and (vii) the amount, if any, payable to the Trustee by a Derivative
Counterparty. The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for all
purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit
Date, the Master Servicer shall either (i) remit to the Trustee for deposit in
the Certificate Account from its own funds, or funds received therefor from the
Subservicers, an amount equal to the Advances to be made by the Master Servicer
in respect of the related Distribution Date, which shall be in an aggregate
amount equal to the sum of (A) the aggregate amount of Monthly Payments other
than Balloon Payments (with each interest portion thereof adjusted to a per
annum rate equal to the Net Mortgage Rate plus the applicable Mortgage Insurance
Premium Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or Relief Act Shortfalls, on the Outstanding Mortgage Loans
as of the related Due Date in the related Due Period, which Monthly Payments
were due during the related Due Period and not received as of the close of
business as of the related Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance and (B) with respect to each
Balloon Loan delinquent in respect of its Balloon Payment as of the close of
business on the related Determination Date, an amount equal to the assumed
Monthly Payment (with each interest portion thereof adjusted to a per annum rate
equal to the Net Mortgage Rate plus the applicable Mortgage Insurance Premium
Rate) that would have been due on the related Due Date based on the original
amortization schedule for such Balloon Loan until such Balloon Loan is finally
liquidated, over any payments of interest or principal (with each interest
portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate plus
the applicable Mortgage Insurance Premium Rate) received from the related
Mortgagor as of the close of business on the related Determination Date and
allocable to the Due Date during the related Due Period for each month until
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such Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit
in the Custodial Account and remit to the Trustee for deposit in the Certificate
Account all or a portion of the Amount Held for Future Distribution in discharge
of any such Advance, or (iii) make advances in the form of any combination of
clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the
Amount Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York
time on any future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the Custodial Account
for deposit in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders required to be made on the
following Distribution Date. The Master Servicer shall be entitled to use any
Advance made by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution Date as part
of the Advance made by the Master Servicer pursuant to this Section 4.04. The
determination by the Master Servicer that it has made a Nonrecoverable Advance
or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Depositor and the Trustee. In the event that the Master Servicer determines
as of the Business Day preceding any Certificate Account Deposit Date that it
will be unable to deposit in the Certificate Account an amount equal to the
Advance required to be made for the immediately succeeding Distribution Date, it
shall give notice to the Trustee of its inability to advance (such notice may be
given by telecopy), not later than 3:00 P.M., New York time, on such Business
Day, specifying the portion of such amount that it will be unable to deposit.
Not later than 3:00 P.M., New York time, on the Certificate Account Deposit Date
the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee
shall have been notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account such portion of
the amount of the Advance as to which the Master Servicer shall have given
notice pursuant to the preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the Master Servicer under this
Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date. The Trustee shall deposit all funds it
receives pursuant to this Section 4.04(b) 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.
(i) All Realized Losses on the Group I Loans shall be allocated as follows:
(1) first, to Excess Cash Flow in the amounts and priority as provided in
Section 4.02;
(2) second, in reduction of the Group I Overcollateralization Amount, until such
amount has been reduced to zero; and
(3) third, on any Distribution Date on which, and to the extent that, the
aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates exceeds the aggregate Stated Principal Balance of the Mortgage
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Loans after application of all payments to be made on such Distribution Date
pursuant to Section 4.02, to the Class M-I Certificates and Class A-I
Certificates in the following order:
(A) first, to the Class M-I-3 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero;
(B) second, to the Class M-I-2 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero;
(C) third, to the Class M-I-1 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero; and
(D) fourth, to the Class A-I Certificates on a pro rata basis, based on their
then outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date, until the aggregate
Certificate Principal Balance of each such Class has been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated as follows:
(1) first, to Excess Cash Flow as provided in Section 4.02;
(2) second, in reduction of the Group II Overcollateralization Amount, until
such amount has been reduced to zero; and
(3) third, on any Distribution Date on which, and to the extent that, the
aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates exceeds the aggregate Stated Principal Balance of the Mortgage
Loans after application of all payments to be made on such Distribution Date
pursuant to Section 4.02, to the Class M-II Certificates and Class A-II
Certificates in the following order:
(A) first, to the Class M-II-3 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero;
(B) second, to the Class M-II-2 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero;
(C) third, to the Class M-II-1 Certificates, until the aggregate Certificate
Principal Balance thereof has been reduced to zero; and
(D) fourth, to the Class A-II-A Certificates, Realized Losses on the Group II-A
Loans and to all of the Class A-II-B Certificates on a pro rata basis, Realized
Losses on the Group II-B Loans, in each case until the aggregate Certificate
Principal Balance of each such Class has been reduced to zero.
(b) If a Loan Group is undercollateralized due to the application of Section
4.05(a)(i)(3) or (a)(ii)(3) above and the aggregate Certificate Principal
Balance of the Class A Certificates and Class M Certificates exceeds the
aggregate Stated Principal Balance of the Mortgage Loans after application of
all payments to be made on such Distribution Date pursuant to Section 4.02, the
Certificate Principal Balance of the Outstanding Class of Class A Certificates
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and Class M Certificates with the lowest priority in that undercollateralized
Loan Group will be reduced to the extent necessary to make the aggregate
Certificate Principal Balance of the Class A Certificates and Class M
Certificates equal to the aggregate Stated Principal Balance of the Mortgage
Loans.
(c) Any allocation of the principal portion of Realized Losses (other than Debt
Service Reductions) to the Class A Certificates or Class M Certificates shall be
made by reducing the Certificate Principal Balance thereof by the amount so
allocated, which allocation shall be deemed to have occurred on such
Distribution Date; provided, that no such reduction shall reduce the aggregate
Certificate Principal Balance of the Certificates below the aggregate Stated
Principal Balance of the Mortgage Loans. Allocations of the interest portions of
Realized Losses (other than any interest rate reduction resulting from a
Servicing Modification) shall be made by operation of the definition of "Accrued
Certificate Interest" for each Class for such Distribution Date. Allocations of
the interest portion of a Realized Loss resulting from an interest rate
reduction in connection with a Servicing Modification shall be made by operation
of the priority of payment provisions of Section 4.02(c) and (d). Allocations of
the principal portion of Debt Service Reductions shall be made by operation of
the priority of payment provisions of Section 4.02(c) and (d). All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
(d) All Realized Losses on the Group I Loans shall be allocated on each
Distribution Date to the REMIC I Regular Interests and REMIC III Regular
Interests as provided in the definitions of REMIC I Realized Losses and REMIC
III Realized Losses.
(e) All Realized Losses on the Group II Loans shall be allocated on each
Distribution Date to the REMIC II Regular Interests and REMIC III Regular
Interests as provided in the definitions of REMIC II Realized Losses and REMIC
III Realized Losses.
(f) Realized Losses allocated to the Group I Excess Cash Flow, Group II Excess
Cash Flow, Group I Overcollateralization Amount or the Group II
Overcollateralization Amount pursuant to paragraphs (a) or (b) of this section,
the definition of Accrued Certificate Interest and the operation of Section
4.02(c) and (d) shall be deemed allocated to the Class SB Certificates. Realized
Losses allocated to the Class SB Certificates shall, to the extent such Realized
Losses represent Realized Losses on an interest portion, be allocated to the
REMIC III Regular Interest SB-IO. Realized Losses allocated to the Excess Cash
Flow pursuant to paragraph (a) shall be deemed to reduce Accrued Certificate
Interest on the REMIC III Regular Interest SB-IO. Realized Losses allocated to
the Overcollateralization Amount pursuant to paragraph (a) shall be deemed first
to reduce the principal balance of the REMIC III Regular Interest SB-PO until
such principal balance shall have been reduced to zero and thereafter to reduce
accrued and unpaid interest on the REMIC III Regular Interest SB-IO.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
-------------------------------------------------------------
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
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Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
---------------------------------------------
(a) With respect to any Mortgage Loan which is delinquent in payment by 90 days
or more, the Master Servicer may, at its option, purchase such Mortgage Loan
from the Trustee at the Purchase Price therefor; provided, that such Mortgage
Loan is 90 days or more delinquent at the time of repurchase.
(b) If at any time the Master Servicer makes a payment to the Certificate
Account covering the amount of the Purchase Price for such a Mortgage Loan as
provided in clause (a) above, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
--------------------------------------
The Limited Repurchase Right Holder will have the option at any time to
purchase any of the Mortgage Loans from the Trustee at the Purchase Price, up to
a maximum of five Mortgage Loans. In the event that this option is exercised as
to any five Mortgage Loans in the aggregate, this option will thereupon
terminate. If at any time the Limited Repurchase Right Holder makes a payment to
the Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Limited Repurchase Right Holder provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Limited
Repurchase Right Holder without recourse to the Limited Repurchase Right Holder
which shall succeed to all the Trustee's right, title and interest in and to
such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Limited
Repurchase Right Holder will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Any tax on "prohibited transactions"
(as defined in Section 860F(a)(2) of the Code) imposed on any REMIC resulting
from the exercise of the optional repurchase in this Section 4.08 shall in no
event be payable by the Trustee.
Section 4.09. Mortgage Insurance Premium Taxes Reserve Fund.
----------------------------------------------
(a) On the Closing Date, the Trustee shall establish and maintain in its name,
in trust for the benefit of Residential Funding, the Mortgage Insurance Premium
Taxes Reserve Fund. In addition, on the Closing Date, the Trustee shall deposit
into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage Insurance
Premium Taxes Reserve Fund Deposit to the extent received by the Trustee from
the Depositor. No later than two business days prior to each Distribution Date,
the Master Servicer shall notify the Trustee and, consistent with directions the
Master Servicer provides the Trustee for the Distribution Date, to the extent
required, the Trustee shall make withdrawals from the Mortgage Insurance Premium
Taxes Reserve Fund and use the amounts in the Mortgage Insurance Premium Taxes
Reserve Fund solely to pay to the MI Policy Provider any taxes then due and
owing on such Distribution Date in connection with any Premium paid under the MI
Policy related to Mortgage Loans in the States of Kentucky or West Virginia.
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Upon receipt of notice by the Trustee from the Master Servicer of a notification
that the MI Policy no longer covers any Mortgage Loans in the State of Kentucky
or West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium
Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them
to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right.
(b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an Eligible
Account. Amounts held in the Mortgage Insurance Premium Taxes Reserve Fund from
time to time shall continue to constitute assets of the Trust Fund, but not of
the REMICs, until released from the Mortgage Insurance Premium Taxes Reserve
Fund pursuant to this Section 4.09. The Mortgage Insurance Premium Taxes Reserve
Fund constitutes an "outside reserve fund" within the meaning of Treasury
Regulation ss.1.860G-2(h) and is not an asset of the REMICs. Residential Funding
shall be the owner of the Mortgage Insurance Premium Taxes Reserve Fund,
including the income from investment thereof. The Trustee shall keep records
that accurately reflect the amounts on deposit in the Mortgage Insurance Premium
Taxes Reserve Fund. The Trustee shall, at the direction of the Master Servicer,
invest amounts on deposit in the Mortgage Insurance Premium Taxes Reserve Fund
in Permitted Investments. In the absence of written direction to the Trustee
from the Master Servicer, all funds in the Mortgage Insurance Premium Taxes
Reserve Fund shall remain uninvested.
(c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall be
Residential Funding. Residential Funding, as the owner of the Mortgage Insurance
Premium Taxes Reserve Fund, also shall own the Mortgage Insurance Premium Taxes
Reserve Fund Residual Right.
Section 4.10. Hedge Agreement.
(a) In the event that the Trustee does not receive by the Business Day preceding
a Distribution Date the amount as specified by the Master Servicer pursuant to
Section 4.04(a)(vi) hereof as the amount to be paid with respect to such
Distribution Date by the Hedge Counterparty under the Hedge Agreement, the
Trustee shall enforce the obligation of the Hedge Counterparty thereunder. The
parties hereto acknowledge that the Hedge Counterparty shall be making all
calculations, and determine the amounts to be paid, under the Hedge Agreement.
Absent manifest error, the Trustee may conclusively rely on such calculations
and determination and any notice received by it from the Master Servicer
pursuant to Section 4.04(a)(vi) hereof.
(b) The Trustee shall deposit or cause to be deposited any amount received under
the Hedge Agreement into the Certificate Account on the date such amount is
received from the Hedge Counterparty under the Hedge Agreement (including
termination payments, if any). All payments received under the Hedge Agreement
shall be distributed in accordance with the priorities set forth in Section
4.02(d) hereof.
(c) In the event that the Hedge Agreement, or any replacement thereof,
terminates prior to the Payment Date in February 2006, the Master Servicer, but
at no expense to the Master Servicer, on behalf of the Trustee, to the extent
that the termination value under such Hedge Agreement is sufficient therefor and
only to the extent of the termination payment received from the Hedge
Counterparty, shall (i) cause a new hedge counterparty to assume the obligations
of such terminated hedge counterparty or (ii) cause a new hedge counterparty to
enter into a new interest rate hedge agreement with the Trust Fund having
substantially similar terms as those set forth in the terminated hedge
agreement.
Section 4.11. Derivative Contracts.
--------------------
(a) The Trustee shall, at the direction of the Master Servicer, on behalf of the
Trust Fund, enter into Derivative Contracts, solely for the benefit of the Class
SB Certificates. Any such Derivative Contract shall constitute a fully prepaid
agreement. The Master Servicer shall determine, in its sole discretion, whether
any Derivative Contract conforms to the requirements of Section 4.11(b) and (c).
Any acquisition of a Derivative Contract shall be accompanied by an appropriate
amendment to this Agreement, including an Opinion of Counsel, as provided in
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Section 11.01, and either (i) an Opinion of Counsel to the effect that the
existence of the Derivative Contract will not adversely affect the availability
of the exemptive relief afforded under ERISA by (x) U.S. Department of Labor
Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67
Fed. Reg. 54487 (Aug. 22, 2002) (the "RFC Exemption"), to the Holders of the
Class A Certificates and Class M Certificates, or (y) Sections I and III of U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60 to the
Holders of the Class M Certificates, in either case as of the date the
Derivative Contract is acquired by the Trustee; or (ii) the consent of each
holder of a Class A Certificate and Class M Certificate to the acquisition of
such Derivative Contract. All collections, proceeds and other amounts in respect
of the Derivative Contracts payable by the Derivative Counterparty shall be
distributed to the Class SB Certificates on the Distribution Date following
receipt thereof by the Trustee. In no event shall such an instrument constitute
a part of any REMIC created hereunder. In addition, in the event any such
instrument is deposited, the Trust Fund shall be deemed to be divided into two
separate and discrete sub-trusts. The assets of one such sub-trust shall consist
of all the assets of the Trust Fund other than such instrument and the assets of
the other sub-trust shall consist solely of such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part
of the Trust Fund must (i) be without recourse to the assets of the Trust Fund,
(ii) contain a non-petition covenant provision from the Derivative Counterparty,
(iii) limit payment dates thereunder to Distribution Dates and (iv) contain a
provision limiting any cash payments due to the Derivative Counterparty on any
day under such Derivative Contract solely to funds available therefor in the
Certificate Account to make payments to the Holders of the Class SB Certificates
on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of any
amounts by the Derivative Counterparty thereunder to the Certificate Account at
least one Business Day prior to the related Distribution Date, (ii) contain an
assignment of all of the Trust Fund's rights (but none of its obligations) under
such Derivative Contract to the Trustee on behalf the Class SB Certificates and
shall include an express consent to the Derivative Counterparty to such
assignment, (iii) provide that in the event of the occurrence of an Event of
Default, such Derivative Contract shall terminate upon the direction of a
majority Percentage Interest of the Class SB Certificates, and (iv) prohibit the
Derivative Counterparty from "setting-off" or "netting" other obligations of the
Trust Fund and its Affiliates against such Derivative Counterparty's payment
obligations thereunder.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
----------------
(a) The Class A Certificates, Class M Certificates, Class SB Certificates and
Class R Certificates shall be substantially in the forms set forth in Exhibits
A, B, C and D, respectively, and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery to or upon the order of the Depositor upon receipt by the Trustee or
one or more Custodians of the documents specified in Section 2.01. The Class A,
Class M-I-1 and Class M-II-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class M-I-2, Class M-II-2, Class M-I-3 and Class M-II-3 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1 in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated form in minimum percentage interests of 5.00% and integral
multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall
be issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%. The
Certificates shall be executed by manual or facsimile signature on behalf of an
authorized officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates and Class M Certificates shall initially be issued
as one or more Certificates registered in the name of the Depository or its
nominee and, except as provided below, registration of such Certificates may not
be transferred by the Trustee except to another Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A Certificate and Class M Certificate through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
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Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date. If (i)(A) the Depositor advises
the Trustee in writing that the Depository is no longer willing or able to
properly discharge its responsibilities as Depository and (B) the Depositor is
unable to locate a qualified successor or (ii) the Depositor at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Certificate Registrar to exchange or cause the exchange of
the Certificate Owner's interest in such Class of Certificates for an equivalent
Percentage Interest in fully registered definitive form. Upon receipt by the
Certificate Registrar of instructions from the Depository directing the
Certificate Registrar to effect such exchange (such instructions to contain
information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with
the decrease, the registered holder of and delivery instructions for the
Definitive Certificate, and any other information reasonably required by the
Certificate Registrar), (i) the Certificate Registrar shall instruct the
Depository to reduce the related Depository Participant's account by the
aggregate Certificate Principal Balance of the Definitive Certificate, (ii) the
Trustee shall execute and the Certificate Registrar shall authenticate and
deliver, in accordance with the registration and delivery instructions provided
by the Depository, a Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in such Class of Certificates and (iii) the Trustee shall
execute and the Certificate Registrar shall authenticate a new Book-Entry
Certificate reflecting the reduction in the aggregate Certificate Principal
Balance of such Class of Certificates by the amount of the Definitive
Certificates.
Neither the Depositor, the Master Servicer nor the Trustee shall be
liable for any actions taken by the Depository or its nominee, including,
without limitation, any delay in delivery of any instructions required under
this section and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article
8 of the Uniform Commercial Code as in effect in the State of New York and any
other applicable jurisdiction, to the extent that any of such laws may be
applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies to be
appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
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(b) Upon surrender for registration of transfer of any Certificate at any office
or agency of the Trustee maintained for such purpose pursuant to Section 8.12
and, in the case of any Class SB Certificate or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for
other Certificates of authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for exchange
the Trustee shall execute and the Certificate Registrar shall authenticate and
deliver the Certificates of such Class which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB Certificate or
Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB Certificate or
Class R Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB Certificates or Class R Certificates may be made in accordance with this
Section 5.02(d) if the prospective transferee of such a Certificate provides the
Trustee and the Master Servicer with an investment letter substantially in the
form of Exhibit N attached hereto, which investment letter shall not be an
expense of the Trustee, the Depositor, or the Master Servicer, and which
investment letter states that, among other things, such transferee (i) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the 1933 Act provided by
Rule 144A. The Holder of a Class SB Certificate or Class R Certificate desiring
to effect any transfer, sale, pledge or other disposition shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Master Servicer and the
Certificate Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made in accordance
with such federal and state laws and this Agreement.
(e) (i) In the case of any Class SB Certificate or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Depositor and the Master Servicer to the effect that the
purchase or holding of such Class SB Certificate or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
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subject the Trustee, the Depositor or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Depositor or the Master
Servicer, or (ii) the prospective transferee shall be required to provide the
Trustee, the Depositor and the Master Servicer with a certification to the
effect set forth in Exhibit P (with respect to a Class SB Certificate) or in
paragraph fifteen of Exhibit H-1 (with respect to a Class R Certificate), which
the Trustee may rely upon without further inquiry or investigation, or such
other certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not an employee benefit plan or other plan or arrangement subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
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 of the
foregoing, a "Plan Investor").
(ii) Any Transferee of a Class M Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan Investor, (b) it
has acquired and is holding such Certificate in reliance on the RFC Exemption,
and that it understands that there are certain conditions to the availability of
the RFC Exemption including that such Certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by Fitch, Standard & Poor's
or Xxxxx'x or (c) (x) such Transferee is an insurance company, (y) the source of
funds used to purchase or hold such Certificate (or interest therein) is an
"insurance company general account" (as defined in PTCE 95-60, and (z) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied
(each entity that satisfies this clause (c), a "Complying Insurance Company").
(iii) If any Class M Certificate (or any interest therein) is
acquired or held by any Person that does not satisfy the conditions described in
paragraph (ii) above, then the last preceding Transferee that either (x) is not
a Plan Investor, (y) acquired such Certificate in compliance with the RFC
Exemption or (z) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as Certificate Owner
thereof retroactive to the date of such Transfer of such Class M Certificate.
The Trustee shall be under no liability to any Person for making any payments
due on such Certificate to such preceding Transferee.
(iv) Any purported Certificate Owner whose acquisition or holding
of any Class M Certificate (or interest therein) was effected in violation of
the restrictions in this Section 5.02(e) shall indemnify and hold harmless the
Depositor, the Trustee, the Master Service, any Subservicer, any underwriter and
the Trust Fund from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
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(B) In connection with any proposed Transfer of any Ownership Interest in a
Class R Certificate, the Trustee shall require delivery to it, and shall not
register the Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit H-1) from the proposed Transferee, in form and
substance satisfactory to the Master Servicer, representing and warranting,
among other things, that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a Permitted Transferee, and that
it has reviewed the provisions of this Section 5.02(f) and agrees to be bound by
them, and
(II) a certificate, in the form attached hereto as Exhibit H-2, from the Holder
wishing to transfer the Class R Certificate, in form and substance satisfactory
to the Master Servicer, representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or collection of
tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a
proposed Transferee under clause (B) above, if a Responsible Officer of the
Trustee who is assigned to this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its Ownership Interest unless
it provides a certificate to the Trustee in the form attached hereto as Exhibit
H-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate, agrees to
give the Trustee written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Class R Certificate, if it
is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate only if
it shall have received the Transfer Affidavit and Agreement, a certificate of
the Holder requesting such transfer in the form attached hereto as Exhibit H-2
and all of such other documents as shall have been reasonably required by the
Trustee as a condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall be restored, to
the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be restored, to
the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is disregarded pursuant to
the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
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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.
(B) If any purported Transferee shall become a Holder of a Class R Certificate
in violation of the restrictions in this Section 5.02(f) and to the extent that
the retroactive restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the right, without notice to
the holder or any prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall promptly endorse and
deliver each Class R Certificate in accordance with the instructions of the
Master Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master Servicer or its
Affiliates), expenses and taxes due, if any, will be remitted by the Master
Servicer to such purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole discretion of the
Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make available, upon
written request from the Trustee, all information necessary to compute any tax
imposed
(A) as a result of the Transfer of an Ownership Interest in a Class R
Certificate to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R Certificates required
to be provided to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization described
in Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who is a
Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
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(iv) The provisions of this Section 5.02(f) set forth prior to this clause (v)
may be modified, added to or eliminated, provided that there shall have been
delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause such
Rating Agency to downgrade its then-current ratings, if any, of the Class A
Certificates or Class M Certificates below the lower of the then-current rating
or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance satisfactory to the Master
Servicer, to the effect that such modification, addition to or absence of such
provisions will not cause any REMIC created hereunder to cease to qualify as a
REMIC and will not cause (x) any REMIC created hereunder to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate to a Person
that is a Disqualified Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates
of any Class, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by
the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Trustee, the Certificate Registrar and
any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder" and in Section
4.09, and neither the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02, such sum to be held in trust for
the benefit of Certificateholders. The Trustee shall cause each Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.
---------------------------------------------------------------
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master
Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates and Class M Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably
satisfactory to the Trustee and the Depositor, is willing to service the
Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and delegation will not be
qualified, reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency). In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
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Section 6.03. Limitation on Liability of the Depositor, the Master Servicer
and Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
-------------------------------------------
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall
become effective until the Trustee or a successor servicer shall have assumed
the Master Servicer's responsibilities and obligations in accordance with
Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed
to Holders of Certificates of any Class any distribution required to be
made under the terms of the Certificates of such Class and this
Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Depositor or to the Master
Servicer, the Depositor and the Trustee by the Holders of Certificates
of such Class evidencing Percentage Interests aggregating not less than
25%; or
(ii) the Master Servicer shall fail to observe or perform in any material
respect any other of the covenants or agreements on the part of the
Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of
30 days (except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Master Servicer by the
Trustee or the Depositor, or to the Master Servicer, the Depositor and
the Trustee by the Holders of Certificates of any Class evidencing, as
to such Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b)
that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
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If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights by notice in writing to the Master Servicer (and to the
Depositor), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder; provided, however, that
a successor to the Master Servicer is appointed pursuant to Section 7.02 and
such successor Master Servicer shall have accepted the duties of Master Servicer
effective upon the resignation of the Master Servicer. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Depositor, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination. Notwithstanding any termination of the
activities of Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late collection of
a Monthly Payment on a Mortgage Loan which was due prior to the notice
terminating Residential Funding's rights and obligations as Master Servicer
hereunder and received after such notice, that portion to which Residential
Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and
(vii) as well as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which arose prior to
the termination of its activities hereunder. Upon the termination of Residential
Funding as Master Servicer hereunder the Depositor shall deliver to the Trustee,
as successor Master Servicer, a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
-----------------------------------------------------
(a) On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Depositor and with the Depositor's consent (which shall
not be unreasonably withheld) a designee (which meets the standards set forth
below) of the Trustee, shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
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
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Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder as successor Master
Servicer. As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to all funds relating to the Mortgage Loans which the Master
Servicer would have been entitled to charge to the Custodial Account or the
Certificate Account if the Master Servicer had continued to act hereunder and,
in addition, shall be entitled to the income from any Permitted Investments made
with amounts attributable to the Mortgage Loans held in the Custodial Account or
the Certificate ACCOUNT. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, which is also a
Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage servicing institution, having a net
worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Depositor, the Trustee, the Custodian and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this Section 7.02 will be lowered with respect to
those Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of
less than 0.50% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.50% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master Servicer
hereunder, either (i) the successor Master Servicer, including the Trustee if
the Trustee is acting as successor Master Servicer, shall represent and warrant
that it is a member of MERS in good standing and shall agree to comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing to
the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Master Servicer.
The predecessor Master Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Master Servicer
shall bear any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be
required under this subsection (b). The successor Master Servicer shall cause
such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.
Section 7.03. Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived as provided in Section 7.04 hereof.
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Section 7.04. Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
-----------------
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which
has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to
the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether
they conform to the requirements of this Agreement. The Trustee shall
notify the Certificateholders of any such documents which do not
materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents. The Trustee shall forward or cause to be forwarded
in a timely fashion the notices, reports and statements required to be
forwarded by the Trustee pursuant to Sections 4.03, 7.03, and 10.01. The
Trustee shall furnish in a timely fashion to the Master Servicer such
information as the Master Servicer may reasonably request from time to
time for the Master Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of each
REMIC created hereunder as a REMIC under the REMIC Provisions and to
(subject to Section 10.01(f)) prevent the imposition of any federal,
state or local income, prohibited transaction, contribution or other tax
on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing
or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as
are specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee by the Depositor or the Master
Servicer and which on their face, do not contradict the requirements
of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Certificateholders holding Certificates which
evidence, Percentage Interests aggregating not less than 25% of the
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;
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(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if,
when and as the same shall be due and payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by Section
860G(d) of the Code and (C) any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, but only if such
taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
-------------------------------------
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, Officer's Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
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(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing so to do by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if
the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or
attorneys provided that the Trustee shall remain liable for any acts of
such agents or attorneys; and
(vii)To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided for
in Section 2.04), the Trustee shall not accept any contribution of
assets to the Trust Fund unless (subject to Section 10.01(f)) it shall
have obtained or been furnished with an Opinion of Counsel to the effect
that such contribution will not (i) cause any REMIC created hereunder to
fail to qualify as a REMIC at any time that any Certificates are
outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a)
of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
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Section 8.04. Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, and the Master Servicer further agrees to
indemnify the Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense arising out of, or in connection with, the provisions set
forth in the second paragraph of Section 2.01(b) hereof, including without
limitation, all costs, liabilities and expenses (including reasonable legal fees
and expenses) of investigating and defending itself against any claim, action or
proceeding, pending or threatened, relating to the provisions of such paragraph,
provided that:
(i) with respect to any such claim, the Trustee shall have given the Master
Servicer written notice thereof promptly after the Trustee shall have actual
knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate
and consult fully with the Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master
Servicer shall not be liable for settlement of any claim by the Trustee entered
into without the prior consent of the Master Servicer which consent shall not be
unreasonably withheld. No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the Master Servicer to indemnify
the Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of Certificateholders pursuant to the terms of this Agreement.
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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
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
--------------------------------------
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor, the Master Servicer.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation then the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee. In addition, in the event that the Depositor
determines that the Trustee has failed (i) to distribute or cause to be
distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Depositor,
then the Depositor may remove the Trustee and appoint a successor trustee by
written instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Depositor shall, on or before the date on which any such
appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any Class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights
may at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee so removed and
one complete set to the successor so appointed.
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(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.
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
121
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 conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee,
its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
-------------------------------
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Xxx Xxxx Xxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000 for the purpose of keeping the Certificate Register.
The Trustee will maintain an office at the address stated in Section 11.05(c)
hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities
of the Depositor, the Master Servicer and the Trustee created hereby in
respect of the Certificates (other than the obligation of the Trustee to
make certain payments after the Final Distribution Date to
Certificateholders and the obligation of the Depositor to send certain
notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund
or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and all
property acquired in respect of any Group I Loan remaining in the
Trust Fund (other than the Trust Fund's interest in the MI Policy) and
the purchase by the Master Servicer of all Group II Loans and all
property acquired in respect of any Group II Loan remaining in the
Trust Fund (other than the Trust Fund's interest in the MI Policy), in
each case, at a price equal to 100% of the unpaid principal balance of
each Mortgage Loan (or, if less than such unpaid principal balance,
the fair market value of the related underlying property of such
Mortgage Loan with respect to Mortgage Loans as to which title has
been acquired if such fair market value is less than such unpaid
principal balance) (net of any unreimbursed Advances attributable to
principal) on the day of repurchase, plus accrued interest thereon at
the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
any Modified Mortgage Loan), plus the applicable Mortgage Insurance
Premium Rate, if any, to, but not including, the first day of the
month in which such repurchase price is distributed; provided,
however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date hereof;
and provided further, that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to
avoid disqualification of any REMIC created hereunder as a REMIC. The
purchase price paid by the Master Servicer pursuant to this Section
9.01(a)(ii) shall also include any amounts owed by Residential Funding
pursuant to the last paragraph of Section 4 of the Assignment
Agreement in respect of any liability, penalty or expense that
resulted from a breach of the representation and warranty set forth in
clause (xlvii) of Section 4 of the Assignment Agreement that remain
unpaid on the date of such purchase.
The right of the Master Servicer to purchase all of the Group I Loans
pursuant to clause (ii) above is conditioned upon the date of such purchase
occurring on or after the Group I Optional Termination Date. The right of the
Master Servicer to purchase all of the Group II Loans pursuant to clause (ii)
above is conditioned upon the date of such purchase occurring on or after the
Group II Optional Termination Date. If such right is exercised by the Master
Servicer, the Master Servicer shall be deemed to have been reimbursed for the
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full amount of any unreimbursed Advances theretofore made by it with respect to
the Mortgage Loans being purchased. In addition, the Master Servicer shall
provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer the Mortgage Files pertaining to the
Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates and Class M-I Certificates in
whole, but not in part, at a price equal to the sum of the outstanding
Certificate Principal Balance of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate
Interest, and any unpaid Prepayment Interest Shortfall previously allocated
thereto and, in the case of Prepayment Interest Shortfalls, accrued interest
thereon at the applicable Pass-Through Rate. On any Distribution Date on or
after the Group II Optional Termination Date, the Master Servicer shall have the
right, at its option, to purchase the Class A-II Certificates and Class M-II
Certificates in whole, but not in part, at a price equal to the sum of the
outstanding Certificate Principal Balance of such Certificates plus the sum of
one month's Accrued Certificate Interest thereon, any previously unpaid Accrued
Certificate Interest, and any unpaid Prepayment Interest Shortfall previously
allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate. If the Master Servicer
exercises this right to purchase the outstanding Class A-I Certificates and
Class M-I Certificates, or Class A-II Certificates and Class M-II Certificates,
the Master Servicer will promptly terminate the respective obligations and
responsibilities created hereby in respect of these Certificates pursuant to
this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer anticipates that
the final distribution will be made to Certificateholders (whether as a result
of the exercise by the Master Servicer of its right to purchase the assets of
the related Loan Group or otherwise) or on which the Master Servicer anticipates
that the Certificates will be purchased (as a result of the exercise by the
Master Servicer to purchase the outstanding Certificates). Notice of any
termination, specifying the anticipated Final Distribution Date (which shall be
a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so
required by the terms hereof) for payment of the final distribution and
cancellation or notice of any purchase of the outstanding Certificates,
specifying the Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly by the Master
Servicer (if it is exercising its right to purchase the assets of the related
Loan Group or to purchase the related outstanding Certificates), or by the
Trustee (in any other case) by letter to the Certificateholders (with a copy to
the Certificate Registrar) mailed not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and surrender of
Certificates at the office or agency of the Trustee therein designated where
required pursuant to this Agreement or, in the case of the purchase by the
Master Servicer of the outstanding Certificates, the Distribution Date on which
such purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of the
outstanding Certificates, the purchase price, in either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not
applicable, and that payment will be made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified.
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If the Master Servicer is obligated to give notice to Certificateholders
as required above, it shall give such notice to the Certificate Registrar at the
time such notice is given to Certificateholders. In the event such notice is
given by the Master Servicer, the Master Servicer shall deposit in the
Certificate Account before the Final Distribution Date in immediately available
funds an amount equal to the purchase price for the assets of the related Loan
Group computed as above provided. As a result of the exercise by the Master
Servicer of its right to purchase the outstanding Certificates, the Master
Servicer shall deposit in an Eligible Account, established by the Master
Servicer on behalf of the Trustee and separate from the Certificate Account, in
the name of the Trustee in trust for the registered holders of the Certificates,
before the Distribution Date on which such purchase is to occur, in immediately
available funds, an amount equal to the purchase price for the Certificates
computed as provided above, and provide notice of such Deposit to the Trustee.
The Trustee shall withdraw from such account the amount specified in subsection
(c) below and distribute such amount to the Certificateholders as specified in
subsection (c) below. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Class A-I Certificates and Class M-I
Certificates by the Certificateholders thereof, the Trustee shall distribute to
such Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's election to
repurchase the Group I Loans or the outstanding Class A-I Certificates and Class
M-I Certificates, or (ii) if the Master Servicer elected to so repurchase the
Group I Loans or the outstanding Class A-I Certificates and Class M-I
Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as
follows: first, with respect to the Class A-I Certificates, pari passu, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at
the applicable Pass-Through Rate, second, with respect to the Class M-I-1
Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any previously unpaid Accrued Certificate Interest, any unpaid Prepayment
Interest Shortfalls and, in the case of Prepayment Interest Shortfalls, accrued
interest thereon at the applicable Pass-Through Rate, third, with respect to the
Class M-I-2 Certificates, the outstanding Certificate Principal Balance thereof,
plus Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest, any unpaid
Prepayment Interest Shortfalls and, and, in the case of Prepayment Interest
Shortfalls, accrued interest thereon at the applicable Pass-Through Rate,
fourth, with respect to the Class M-I-3 Certificates, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate, and fifth, to the Class SB-I Certificates. Upon presentation
and surrender of the Class A-II Certificates and Class M-II Certificates by the
Certificateholders thereof, the Trustee shall distribute to such
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's election to repurchase the
Group II Loans or the outstanding Class A-II Certificates and Class M-II
Certificates, or (ii) if the Master Servicer elected to so repurchase the Group
II Loans or the outstanding Class A-II Certificates and Class M-II Certificates,
an amount equal to the price paid pursuant to Section 9.01(a) as follows: first,
with respect to the Class A-II Certificates, pari passu, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, any unpaid Prepayment Interest Shortfalls and, in the case
of Prepayment Interest Shortfalls, accrued interest thereon at the applicable
Pass-Through Rate, second, with respect to the Class M-II-1 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, any unpaid Prepayment Interest Shortfalls
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at
the applicable Pass-Through Rate, third, with respect to the Class M-II-2
Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and
any previously unpaid Accrued Certificate Interest, any unpaid Prepayment
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Interest Shortfalls and, and, in the case of Prepayment Interest Shortfalls,
accrued interest thereon at the applicable Pass-Through Rate, fourth, with
respect to the Class M-II-3 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
any unpaid Prepayment Interest Shortfalls and, in the case of Prepayment
Interest Shortfalls, accrued interest thereon at the applicable Pass-Through
Rate, and fifth, to the Class SB-II Certificates.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the related Loan Group), or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer all amounts distributable to the holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the Certificateholders shall
look only to the Master Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before
the Distribution Date on which a purchase of the outstanding Certificates is to
be made, the Trustee shall on such date cause all funds in the Eligible Account
established by the Master Servicer deposited therein by the Master Servicer
pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and shall have
no further obligation or liability therefor and the Master Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 9.01 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
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any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer shall
be for all purposes the Holder thereof as of such date.
Section 9.02. Additional Termination Requirements.
-----------------------------------
(a) Each of REMIC I, REMIC II and REMIC III as the case may be, shall be
terminated in accordance with the following additional requirements,
unless the Trustee and the Master Servicer have received an Opinion of
Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of any REMIC created hereunder
to comply with the requirements of this Section 9.02 will not (i) result
in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause
any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period for each
of REMIC I, REMIC II and REMIC III, and specify the first day of such
period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations ss.1.860F-1. The Master Servicer also
shall satisfy all of the requirements of a qualified liquidation for
each of REMIC I, REMIC II and REMIC III, under Section 860F of the Code
and the regulations thereunder;;
(ii) The Master Servicer shall notify the Trustee at the commencement of such
90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase the assets of
the Trust Fund, the Master Servicer shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date, purchase all of
the assets of the Trust Fund for cash;
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves
and appoints the Master Servicer as its attorney-in-fact to adopt a plan
of complete liquidation for each of REMIC I, REMIC II and REMIC III at
the expense of the Trust Fund in accordance with the terms and
conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
--------------------
(a) The REMIC Administrator shall make an election to treat each of REMIC I,
REMIC II and REMIC III as a REMIC under the Code and, if necessary, under
applicable state law. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole Class of "residual interests" in
REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole Class
of "residual interests" in REMIC II. The Class A-I, Class A-II, Class M-I, Class
M-II and Class SB Certificates shall be designated as the "regular interests" in
REMIC III and the Class R-III Certificates shall be designated the sole Class of
"residual interests" in REMIC III. The REMIC Administrator and the Trustee shall
not permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC
I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the Code
(the "Startup Date").
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC
representing a 0.01% Percentage Interest of the Class R Certificates in each
REMIC and shall be designated as the "tax matters person" with respect to each
of REMIC I, REMIC II and REMIC III in the manner provided under Treasury
regulations Section 1.860F-4(d) and Treasury regulations Section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II and REMIC III in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to the REMICs created
hereunder and deliver such Tax Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the REMIC Administrator without any
right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or omissions. The Trustee
and Master Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
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Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such actions and
shall cause each REMIC created hereunder to take such actions as are reasonably
within the Master Servicer's or the REMIC Administrator's control and the scope
of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions
(and the Trustee shall assist the Master Servicer and the REMIC Administrator,
to the extent reasonably requested by the Master Servicer and the REMIC
Administrator to do so). In performing their duties as more specifically set
forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any REMIC created hereunder as a
REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Master
Servicer or the REMIC Administrator, as applicable, has received an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust Fund created hereunder, endanger such status or,
unless the Master Servicer or the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action or inaction,
as the case may be. In addition, prior to taking any action with respect to the
Trust Fund or its assets, or causing the Trust Fund to take any action, which is
not expressly permitted under the terms of this Agreement, the Trustee will
consult with the Master Servicer or the REMIC Administrator, as applicable, or
its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the Trust Fund and the Trustee
shall not take any such action or cause the Trust Fund to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer or the REMIC
Administrator, as applicable, will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
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all of the assets of the REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of any REMIC as defined in Section 860G(c) of
the Code, on any contributions to any REMIC after the Startup Date therefor
pursuant to Section 860G(d) of the Code, or any other tax imposed by the Code or
any applicable provisions of state or local tax laws, such tax shall be charged
(i) to the Master Servicer, if such tax arises out of or results from a breach
by the Master Servicer of any of its obligations under this Agreement or the
Master Servicer in its role as Master Servicer or REMIC Administrator has in its
sole discretion determined to indemnify the Trust Fund against such tax, (ii) to
the Trustee, if such tax arises out of or results from a breach by the Trustee
of any of its obligations under this Article X, or (iii) otherwise against
amounts on deposit in the Custodial Account as provided by Section 3.10 and on
the Distribution Date(s) following such reimbursement the aggregate of such
taxes shall be allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to any REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in any REMIC will not cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject any such REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which any REMIC created hereunder will
receive a fee or other compensation for services nor permit any REMIC created
hereunder to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the principal balance
of each regular interest in each REMIC would be reduced to zero is February 25,
2034, which is the Distribution Date in the month following the last scheduled
payment on any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
130
not (a) affect adversely the status any REMIC created hereunder as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause any REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions. The Trustee shall treat the Mortgage Insurance Premium Taxes Reserve
Fund as an outside reserve fund within the meaning of Treasury Regulation
1.860G-2(h).
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
----------------------------------------------------------------
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify Residential Funding for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by Residential
Funding as a result of a breach of the Trustee's covenants set forth in Article
VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor,
the Master Servicer and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Depositor, the Master Servicer or the Trustee, as a result of a breach
of the REMIC Administrator's covenants set forth in this Article X with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that
such liability will not be imposed to the extent such breach is a result of an
error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Depositor, the REMIC Administrator or the Trustee, as a result of a
breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
131
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct
any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of any
REMIC created hereunder as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that would be a claim against
the Trust Fund, provided that the Trustee has received an Opinion of
Counsel to the effect that (A) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (B) such action will not adversely affect
in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by
a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or
any other provision hereof restricting transfer of the Class R
Certificates by virtue of their being the "residual interests" in the
Trust Fund provided that (A) such change shall not result in reduction
of the rating assigned to any such Class of Certificates below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect, and (B) such change shall not
(subject to Section 10.01(f)), as evidenced by an Opinion of Counsel
(at the expense of the party seeking so to modify, eliminate or add
such provisions), cause the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder and is authorized or permitted under Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the Trustee and the
Holders of Certificates evidencing in the aggregate not less than 66% of
132
the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment
shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause
(i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party
seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Depositor or
the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate
is outstanding; provided, that if the indemnity described in Section
10.01(f) with respect to any taxes that might be imposed on the Trust
Fund has been given, the Trustee shall not require the delivery to it of
the Opinion of Counsel described in this Section 11.01(c). The Trustee
may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities and this
Agreement or otherwise; provided, however, such consent shall not be
unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for
the purpose of protecting the Holders of the Class R Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class R Certificateholders, but shall not be and shall not be deemed to
be under any circumstances included in the REMIC. To the extent that any
such instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve fund so established shall be an outside
reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the
REMIC to any such reserve fund shall be treated as amounts distributed
by the REMIC to the Depositor or any successor, all within the meaning
of Treasury regulations Section 1.860G-2(h) in effect as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to,
133
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 REMIC created hereunder to fail to qualify as a REMIC
at any time that any Certificate is outstanding. In the event that the
Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the
Depositor may elect that the text of such amendment to this Agreement
shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation
as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall
be executed in the form attached hereto as Exhibit L, with such changes
as the Depositor shall deem to be appropriate; it being understood that
the Trustee has reviewed and approved the content of such forms and that
the Trustee's consent or approval to the use thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this
Agreement shall require the consent of the Limited Repurchase Right
Holder as third-party beneficiary.
Section 11.02. Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03. Limitation on Rights of Certificateholders.
------------------------------------------
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
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
134
Percentage Interests of such Class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
-------
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RASC), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, the Corporate Trust Office
or such other address as may hereafter be furnished to the Depositor and the
Master Servicer in writing by the Trustee; (d) in the case of Standard & Poor's,
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Mortgage Surveillance or
such other address as may be hereafter furnished to the Depositor, Trustee and
Master Servicer by Standard & Poor's; (e) in the case of Fitch, Xxx Xxxxx Xxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Group or such
other address as may be hereafter furnished to the Depositor, Trustee and Master
Servicer by Fitch, (f) Xxxxx'x, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: ABS Monitoring Department, or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Master Servicer in writing by
Xxxxx'x, (g) in the case of the Hedge Counterparty, Deutsche Bank AG, New York
Branch, 60 Wall Street, Mail Stop: XXX00-0000, Xxx Xxxx, Xxx Xxxx 00000, or such
other address as may be hereafter furnished to the Depositor, the Trustee and
the Master Servicer in writing by the Hedge Counterparty, (h) in the case of the
MI Policy Provider, Mortgage Guaranty Insurance Corporation, 000 Xxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Consumer Asset-Backed Securities
135
Group or such other address as may be hereafter furnished to the Depositor, the
Trustee and the Master Servicer in writing by the MI Policy Provider and (i) in
the case of the Mortgage Insurance Co-Trustee, X.X. Xxxxxx Trust Company,
National Association, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000
or such other address as may be hereafter furnished to the Depositor, the
Trustee, the Master Servicer and the MI Policy Provider in writing by the
Mortgage Insurance Co-Trustee. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06. Notices to Rating Agencies.
--------------------------
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and each Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency and each Subservicer at such time as
otherwise required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or
a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however,
that with respect to notice of the occurrence of the events described in clauses
(d), (g) or (h) above, the Master Servicer shall provide prompt written notice
to each Rating Agency and each Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
--------------------------
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
136
Section 11.08. Supplemental Provisions for Resecuritization.
--------------------------------------------
(a) This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Depositor or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Depositor may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by 153 the Depositor, the Master
Servicer and the Trustee; provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their respective interests would
not be materially adversely affected thereby. To the extent that the terms of
the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
Agreement. Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any REMIC created hereunder
as a REMIC or result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transaction as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in
Section 860G(d) of the Code.
Section 11.09. Third-Party Beneficiary.
-----------------------
The Limited Repurchase Right Holder is an express third-party
beneficiary of Section 4.08 of this Agreement, and shall have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.
137
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET SECURITIES CORPORATION
By:
Attest: Name: Xxxxxx Xxxxxx
Name: Title: Vice President
Title:
[Seal] RESIDENTIAL FUNDING CORPORATION
Attest: By:
------------------------------
Name: Name: Xxxxx Xxxxxxxxxx
Title: Title: Director
[Seal] JPMORGAN CHASE BANK as Trustee
Attest: By:
------------------------------
Name: Name:
Title: Title:
Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee:
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
By: ........................................
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Xxxxxx Xxxxxx, known to me to be a Vice
President of Residential Asset Securities Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
----------------------------------
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
--------------------------------
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of _________, 2004 before me, a notary public in and for
said State, personally appeared ___________________________, known to me to be a
_____________________________ of JPMorgan Chase Bank, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said banking corporation and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
------------------------------------
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD
MAINTENANCE AGREEMENT].
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE
PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
CUSIP: _____________________ Certificate No. A-[__]-__
Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate]
and Cut-off Date: March 1, 2004 [Fixed Pass-Through Rate]
First Distribution Date: April 26, 2004 Aggregate Initial Certificate Principal
Balance of the Class A-[_] Certificates:
$---------------------------
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Corporation Class A-[_] Certificate:
$---------------------------
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-KS3
evidencing a percentage interest in the distributions
allocable to the Class A-[_] Certificates with respect to a
Trust Fund consisting primarily of a pool of [fixed]
[adjustable] interest rate, first [and junior] lien mortgage
loans on one- to four-family residential properties sold by
RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
[fixed] [adjustable] interest rate, first lien mortgage loans on one- to four-
family residential properties (the "Group [_] Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest [and principal], if
any, required to be distributed to Holders of Class A-[_] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced [to the extent of
distributions allocable to principal and any Realized Losses allocable hereto]
[from time to time pursuant to the Agreement].
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By: ..............................
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
................................................................................
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to________________________________ for the account of
____________________ account number______________________ or, if mailed by
check, to _______________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
EXHIBIT B
FORM OF CLASS M-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED
BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR
ARRANGEMENT SUBJECT TO ERISA OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING
AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN) ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF, OR PURCHASING ANY CERTIFICATE WITH "PLAN
ASSETS" OF, ANY SUCH PLAN (EACH OF THE FOREGOING, A "PLAN INVESTOR"), (B) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997), PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) AND PTE 2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE
"RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO
THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH CERTIFICATE MUST BE
RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY
STANDARD & POOR'S, FITCH OR XXXXX'X OR (C) (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE THE CERTIFICATE
IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD BY ANY
PERSON THAT DOES NOT SATISFY THE CONDITIONS DESCRIBED IN THE PRECEDING
PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A PLAN
INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION,
OR (III) IS A COMPLYING INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT
PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF
RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS
CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
CUSIP: _____________________ Certificate No. M-[__]-__
Date of Pooling and Servicing Agreement [Adjustable Pass-Through Rate]
and Cut-off Date: March 1, 2004 [Fixed Pass-Through Rate]
First Distribution Date: April 26, 2004 Aggregate Initial Certificate Principal
Balance of the Class M-[_] Certificates:
$---------------------------
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Corporation Class M-[_] Certificate:
$---------------------------
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-KS3
evidencing a percentage interest in the distributions
allocable to the Class M-[_] Certificates with respect to a
Trust Fund consisting primarily of a pool of [fixed]
[adjustable] interest rate, first [and junior] lien mortgage
loans on one- to four-family residential properties sold by
RESIDENTIAL ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
[fixed] [adjustable] interest rate, first lien mortgage loans on one- to four-
family residential properties (the "Mortgage Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the Business Day immediately preceding
that Distribution Date (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any,
required to be distributed to Holders of Class M-[_] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, any Transferee of this Class M Certificate will be
deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any
Subservicer, any underwriter and the Trust Fund from and against any and all
liabilities, claims, costs or expenses incurred by such parties as a result of
such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By: ...................................
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
................................................................................
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to________________________________ for the account of
____________________ account number______________________ or, if mailed by
check, to _______________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
EXHIBIT C
FORM OF CLASS SB-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-[_]
AND CLASS M-[_] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") [COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS
UNDER THE YIELD MAINTENANCE AGREEMENT].
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF
THE CODE ("A PLAN"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY
PLAN OR ANY PERSON ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN
WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29
C.F.R. SS.2510.3-101 UNLESS THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER
ARE PROVIDED WITH EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE
DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER
SERVICER OR THE TRUSTEE.
CUSIP: _____________________ Certificate No. SB-[__]-1
Date of Pooling and Servicing Agreement Percentage Interest: 100.00%
and Cut-off Date:
March 1, 2004
First Distribution Date: Aggregate Initial Notional Balance
April 26, 2004 of the Class SB-[_] Certificates:
$---------------------------
Master Servicer: Initial Notional Balance
Residential Funding Corporation of this Class SB-[_] Certificate:
$---------------------------
Maturity Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-KS3
evidencing a percentage interest in the distributions
allocable to the Class SB-[_] Certificates with respect to a
Trust Fund consisting primarily of a pool of adjustable
interest rate, first [and junior] lien mortgage loans on one-
to four-family residential properties sold by RESIDENTIAL
ASSET SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that [Xxxxxx & Co.] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
adjustable interest rate, first lien mortgage loans on one- to four-family
residential properties (the "Group [_] Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-[_]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class SB-[_] Certificate as of any date of determination will be
calculated as described in the Agreement. This Class SB-[_] Certificate will
accrue interest at the Pass-Through Rate on the Notional Amount as indicated in
the definition of Accrued Certificate Interest in the Agreement. This Class
SB-[_] Certificate will not accrue interest on its Certificate Principal
Balance.
No transfer of this Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Depositor may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Depositor that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Depositor, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any employee benefit plan or other plan or arrangement subject to ERISA or
Section 4975 of the Code (a "Plan"), any Person acting, directly or indirectly,
on behalf of any Plan or any Person acquiring such Certificates with "plan
assets" of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. ss.2510.3-101 unless the Depositor, thE Trustee and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Trustee and the Master Servicer that the
purchase of this Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Master Servicer
or the Trustee to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense of
the Depositor, the Master Servicer, the Trustee, or the Trust Fund.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Group [_] Loans and all property acquired
in respect of such Group [_] Loans, thereby effecting early retirement of the
related Class A-[_] and Class M-[_] Certificates. The Agreement permits, but
does not require, the Master Servicer (i) to purchase, at a price determined as
provided in the Agreement, all remaining Group I Loans and all property acquired
in respect of any Group [_] Loan or (ii) to purchase in whole, but not in part,
all of the Class A-[_] and Class M-[_] Certificates from the Holders thereof,
provided, that any such option may only be exercised if the Stated Principal
Balance before giving effect to the distributions to be made on such
Distribution Date of the Group [_] Loans, as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Group-[_] Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By: ..........................
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: __________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
................................................................................
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to________________________________ for the account of
____________________ account number______________________ or, if mailed by
check, to _______________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
EXHIBIT D
FORM OF CLASS R-[_] CERTIFICATE
THE CLASS R-[_] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS R-[_] CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M AND
CLASS SB CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate No. R-[__]-1 Percentage Interest: 100.00%
Date of Pooling and Servicing Agreement Master Servicer:
and Cut-off Date: March 1, 2004 Residential Funding Corporation
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2004-KS3
evidencing a percentage interest in the distributions
allocable to the Class R-[_] Certificates with respect to a
Trust Fund consisting primarily of mortgage loans on one- to
four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that [Residential Funding Corporation] is the registered
owner of the Percentage Interest evidenced by this Certificate in certain
distributions with respect to the Trust Fund consisting primarily of a pool of
adjustable rate, first lien mortgage loans on one- to four-family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement) among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), from
the related Available Distribution Amount in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and, the amount of
interest and principal, if any, required to be distributed to the Holders of
Class R-[_] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class R-[_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate may be made, 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.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By: ...............................
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-[_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ______________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
................................................................................
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available fund to________________________________ for the account of
____________________ account number______________________ or, if mailed by
check, to _______________________.
Applicable statements should be mailed to ___________________________.
This information is provided by ___________________________________, the
assignee named above, or ______________________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of March 1, 2004, by and among JPMORGAN
CHASE BANK, as trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION, as
company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer") and XXXXX FARGO BANK, 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, 2004,
relating to the issuance of Residential Asset Securities Corporation, Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2004-KS3 (as in
effect on the date of this Agreement, the "Original Pooling Agreement," and as
amended and supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I.........
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
ARTICLE II........
Custody of Mortgage Documents
Section 2.1.......Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.2.......Recordation of Assignments. If any Mortgage File includes one
or more assignments of the related Mortgage Loans to the Trustee that have not
been recorded, each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall
promptly cause to be recorded in the appropriate public office for real property
records each such assignment and, upon receipt thereof from such public office,
shall return each such assignment to the Custodian.
Section 2.3.......Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee
an Initial Certification in the form annexed hereto as Annex I evidencing
receipt of a Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge
that certain documents referred to in Subsection 2.01(b)(i) of the Pooling
Agreement may be missing on or prior to the Closing Date and such missing
documents shall be listed on Schedule A to Annex I.
(b) Within 90 days after the closing date, the Custodian agrees, for the benefit
of Certificateholders, to review in accordance with the provisions of Section
2.02 of the Pooling Agreement each Mortgage File and to deliver to the Trustee
an Interim Certification in the form annexed hereto as Annex II to the effect
that all documents required to be delivered pursuant to Section 2.01 (b) of the
Pooling Agreement have been executed and received and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. For
purposes of such review, the Custodian shall compare the following information
in each Mortgage File to the corresponding information in the Mortgage Loan
Schedule: (i) the loan number, (ii) the borrower name and (iii) the original
principal balance. In the event that any Mortgage Note or Assignment of Mortgage
has been delivered to the Custodian by the Company in blank, the Custodian, upon
the direction of the Company, shall cause each such Mortgage Note to be endorsed
to the Trustee and each such Assignment of Mortgage to be completed in the name
of the Trustee prior to the date on which such Interim Certification is
delivered to the Trustee. Within 45 days of receipt of the documents required to
be delivered pursuant to Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of the Certificateholders, to review each document, and
upon the written request of the Trustee to deliver to the Trustee an updated
Schedule A to the Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face, or that the MIN is accurate. If in performing the review required by
this Section 2.3 the Custodian finds any document or documents constituting a
part of a Mortgage File to be missing or defective in respect of the items
reviewed as described in this Section 2.3(b), the Custodian shall promptly so
notify the Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Annex III evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Company
or the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement
not then contained in the Mortgage Files.
Section 2.4.......Notification of Breaches of Representations and Warranties. If
the Custodian discovers, in the course of performing its custodial functions, a
breach of a representation or warranty made by the Master Servicer or the
Company as set forth in the Pooling Agreement with respect to a Mortgage Loan
relating to a Mortgage File, the Custodian shall give prompt written notice to
the Company, the Master Servicer and the Trustee.
Section 2.5.......Custodian to Cooperate: Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release (in the form
of Annex IV attached hereto or a mutually acceptable electronic form) and shall
request delivery to it of the Mortgage File. The Custodian agrees, upon receipt
of such Request for Release, promptly to release to the Master Servicer the
related Mortgage File. Upon receipt of a Request for Release from the Master
Servicer, signed by a Servicing Officer, that (i) the Master Servicer or a
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan or (ii) the Company has chosen to
substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, the
Custodian shall release to the Master Servicer the related Mortgage File. Upon
written notification of a substitution, the Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan, upon receiving written notification from the Master
Servicer of such substitution.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a Servicing Officer certifying as to the
name and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. Immediately upon receipt
of any Mortgage File returned to the Custodian by the Master Servicer, the
Custodian shall deliver a signed acknowledgment to the Master Servicer,
confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will
send to the Master Servicer copies of any documents contained in the Mortgage
File.
Section 2.6.......Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III.......
Concerning the Custodian
Section 3.1.......Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
applicable provisions of Article II of this Agreement, no Mortgage Note,
Mortgage or other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer or otherwise
released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
Section 3.2.......Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.3.......Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4.......Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5.......Custodian May Resign: Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6.......Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.7.......Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV........
Miscellaneous Provisions
Section 4.1.......Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
Section 4.2.......Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.3.......GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4.......Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5.......Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
[Signatures begin on following page.]
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: JPMORGAN CHASE BANK
as Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities By:..............................
Corporation, Series 2004-KS3 Name:
Title:
Address: RESIDENTIAL ASSET SECURITIES CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:...............................
Name: Title:
Address: RESIDENTIAL FUNDING CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx
By:..............................
Name: Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION
Mortgage Document Custody
One Xxxxxxxx Xxxxxxxxx - 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
By:..............................
Name: Title:
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of February, 2004, before me, a notary public
in and for said State, personally appeared ___________________, known to me to
be a ______________ of JPMorgan Chase Bank, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
----------------------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of February, 2004, before me, a notary public
in and for said State, personally appeared Xxxxxx Xxxxxx, known to me to be a
Vice President of Residential Asset Securities Corporation., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
)ss.:
COUNTY OF HENNEPIN )
On the ____ day of February, 2004, before me, a notary public
in and for said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
--------------------------------
Notary Public
[Notarial Seal]
STATE OF )
)ss.:
COUNTY OF )
On the ____ day of February, 2004, before me, a notary public
in and for said State, personally appeared ______________________, known to me
to be a ______________________________ Xxxxx Fargo Bank, National Association,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-------------------------------
Notary Public
[Notarial Seal]
ANNEX I TO EXHIBIT E
FORM OF CUSTODIAN
INITIAL CERTIFICATION
February ___, 2004
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation Series 2004-KS3
Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank, National Association,
relating to Home Equity Mortgage Asset-Backed Pass-Through
Certificates Series 2004-KS3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Name:______________________________
Title:_____________________________
ANNEX II TO EXHIBIT E
FORM OF CUSTODIAN
INTERIM CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation., Series 2004-KS3
Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank, National Association,
relating to Home Equity Mortgage Asset-Backed Pass-Through
Certificates Series 2004-KS3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:______________________________
Name:____________________________
Title:___________________________
ANNEX III TO EXHIBIT E
FORM OF CUSTODIAN
FINAL CERTIFICATION
______________, 20__
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation, Series 2004-KS3
Re: Custodial Agreement, dated as of March 1, 2004, by and among JPMorgan
Chase Bank, Residential Asset Securities Corporation, Residential
Funding Corporation and Xxxxx Fargo Bank, National Association,
relating to Mortgage Asset-Backed Pass-Through Certificates, Series
2004-KS3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents referred to in
Section 2.01(b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:_______________________________
Name:_____________________________
Title:____________________________
ANNEX IV TO EXHIBIT E
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
EXHIBIT F-1
GROUP I LOAN SCHEDULE
(a copy may be obtained from the Trustee)
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 1
AT : 13.31.58 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
1994173 51,066.78 13.1250 .5000 12.6250 .0800 .0000 .0000 .0000 .0000 12.5450 .0000 12.5450
4057144 40,295.91 10.8750 .5000 10.3750 .0800 .0000 .0000 1.2200 .0000 9.0750 .0000 9.0750
5475657 13,243.87 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
8406789 48,298.10 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
8479736 66,260.84 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
8509948 76,104.38 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8510820 82,759.56 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8515900 74,650.71 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
8547218 87,868.03 5.9500 .2500 5.7000 .0800 .0000 .0000 1.2200 .0000 4.4000 .0000 4.4000
8561674 92,214.35 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
8621384 81,705.71 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
8623216 198,226.88 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8636290 119,224.09 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
8679044 66,395.37 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
8679126 74,127.31 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8689172 130,599.15 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8692268 127,824.82 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
8714142 70,850.86 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
8715554 59,022.90 7.4000 .2500 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
8716428 68,568.81 8.9900 .5000 8.4900 .0800 .0000 .0000 .0000 .0000 8.4100 .0000 8.4100
8741348 139,511.89 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8746768 101,207.55 6.9750 .5000 6.4750 .0800 .0000 .0000 1.2200 .0000 5.1750 .0000 5.1750
8766540 66,777.90 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8796543 148,714.27 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
8796864 14,951.00 10.1500 .5000 9.6500 .0800 .0000 .0000 .0000 .0000 9.5700 .0000 9.5700
8799902 70,472.47 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
8819014 69,840.58 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
8820648 66,305.88 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
8820808 110,830.30 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
8823140 119,779.21 9.8750 .2500 9.6250 .0800 .0000 .0000 1.2200 .0000 8.3250 .0000 8.3250
8830800 20,774.59 10.2400 .5000 9.7400 .0800 .0000 .0000 .0000 .0000 9.6600 .0000 9.6600
8846008 68,834.96 8.9900 .2500 8.7400 .0800 .0000 .0000 1.2200 .0000 7.4400 .0000 7.4400
8869182 89,853.70 10.0000 .5000 9.5000 .0800 .0000 .0000 .0000 .0000 9.4200 .0000 9.4200
8895901 59,510.56 8.7750 .2500 8.5250 .0800 .0000 .0000 .0000 .0000 8.4450 .0000 8.4450
8895911 81,858.17 8.7750 .2500 8.5250 .0800 .0000 .0000 .0000 .0000 8.4450 .0000 8.4450
8896105 62,377.97 6.5750 .2500 6.3250 .0800 .0000 .0000 .0000 .0000 6.2450 .0000 6.2450
8896139 79,854.48 8.5300 .2500 8.2800 .0800 .0000 .0000 .0000 .0000 8.2000 .0000 8.2000
8897860 161,528.85 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
8898171 213,290.80 6.9900 .2500 6.7400 .0800 .0000 .0000 .0000 .0000 6.6600 .0000 6.6600
8898236 51,511.36 10.2000 .5000 9.7000 .0800 .0000 .0000 .0000 .0000 9.6200 .0000 9.6200
8898468 181,892.31 5.4500 .5000 4.9500 .0800 .0000 .0000 .0000 .0000 4.8700 .0000 4.8700
8898478 132,689.94 7.3000 .5000 6.8000 .0800 .0000 .0000 .0000 .0000 6.7200 .0000 6.7200
8898942 139,701.65 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
8899254 114,732.08 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 2
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
8900003 53,491.28 9.0000 .2500 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
8903888 67,858.67 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8907542 49,908.27 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
8908908 61,925.43 10.5000 .5000 10.0000 .0800 .0000 .0000 .0000 .0000 9.9200 .0000 9.9200
8909072 79,039.52 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
8910786 54,538.43 7.7000 .2500 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
8912440 69,796.39 7.6500 .2500 7.4000 .0800 .0000 .0000 1.2200 .0000 6.1000 .0000 6.1000
8912672 39,918.67 9.4000 .5000 8.9000 .0800 .0000 .0000 .0000 .0000 8.8200 .0000 8.8200
8912692 100,972.71 7.9500 .5000 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
8913468 95,460.91 7.2000 .2500 6.9500 .0800 .0000 .0000 1.2200 .0000 5.6500 .0000 5.6500
8913868 34,717.28 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 .0000 8.5450 .0000 8.5450
8913892 59,299.37 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 .0000 8.5450 .0000 8.5450
8915264 50,772.64 8.4300 .5000 7.9300 .0800 .0000 .0000 1.2200 .0000 6.6300 .0000 6.6300
8918296 95,347.07 6.7000 .5000 6.2000 .0800 .0000 .0000 .0000 .0000 6.1200 .0000 6.1200
8919082 58,810.04 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
8919588 56,810.95 7.2500 .2500 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
8926608 82,259.58 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
8927466 31,200.40 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
8927640 21,385.48 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
8928678 77,645.56 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
8935212 28,540.26 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
8936048 66,158.30 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8938112 67,372.48 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
8942422 59,925.16 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
8947282 65,894.14 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
8947286 60,276.62 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
8947318 71,239.76 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
8947372 77,883.86 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8948680 54,666.74 7.5000 .5000 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
8949120 91,682.53 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
8955602 79,530.95 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8955678 78,882.37 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8958334 63,099.00 10.5000 .2500 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
8958572 57,272.87 8.9900 .2500 8.7400 .0800 .0000 .0000 1.2200 .0000 7.4400 .0000 7.4400
8961328 85,784.35 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
8964540 61,628.42 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8964800 70,297.76 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8965234 51,297.47 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
8967658 64,909.52 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8968290 53,622.01 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8968296 84,882.62 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8968446 63,664.17 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
8968752 71,910.19 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
8968816 87,188.27 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 3
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
8968882 66,215.15 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
8968884 88,877.10 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8968968 67,601.30 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8969374 33,949.74 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
8969392 74,804.15 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
8970528 78,888.12 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
8970840 63,644.31 8.9800 .2500 8.7300 .0800 .0000 .0000 .0000 .0000 8.6500 .0000 8.6500
8972108 79,865.20 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
8972434 49,940.76 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
8972464 64,824.21 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8972600 55,979.25 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
8973486 66,002.04 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
8974458 53,917.57 7.3750 .5000 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
8974570 112,847.00 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
8974602 80,635.65 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
8974802 60,332.17 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8974882 69,610.81 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
8974884 77,214.40 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
8975532 77,170.47 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
8975806 62,279.78 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
8976250 68,798.71 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
8977652 60,431.61 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8978192 73,528.49 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
8981344 59,819.91 6.0000 .2500 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
8982252 90,281.32 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
8982304 55,163.73 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8983970 121,540.24 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
8984904 65,923.78 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
8985610 67,157.46 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
8987218 197,753.02 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
8987488 79,865.20 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
8987612 90,774.47 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8987744 102,447.24 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
8988430 59,620.30 7.0000 .5000 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
8990704 49,563.23 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
8991486 64,221.24 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
8991744 119,765.00 6.1000 .5000 5.6000 .0800 .0000 .0000 .0000 .0000 5.5200 .0000 5.5200
8992030 77,791.10 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
8992396 39,940.43 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
8992468 110,992.27 7.7400 .5000 7.2400 .0800 .0000 .0000 .0000 .0000 7.1600 .0000 7.1600
8992508 75,226.13 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
8993376 15,913.78 10.1000 .5000 9.6000 .0800 .0000 .0000 .0000 .0000 9.5200 .0000 9.5200
8993822 26,031.85 10.1000 .5000 9.6000 .0800 .0000 .0000 .0000 .0000 9.5200 .0000 9.5200
8995538 113,842.56 6.3500 .2500 6.1000 .0800 .0000 .0000 .0000 .0000 6.0200 .0000 6.0200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 4
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
8999130 91,885.22 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
8999826 115,822.88 9.3750 .5000 8.8750 .0800 .0000 .0000 1.2200 .0000 7.5750 .0000 7.5750
9000780 24,161.64 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9000882 43,152.08 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9000928 48,446.04 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9002222 122,193.75 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
9004790 216,368.98 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9004888 67,401.99 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9004892 246,159.60 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9007536 104,216.15 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9007650 80,006.04 7.1750 .5000 6.6750 .0800 .0000 .0000 .0000 .0000 6.5950 .0000 6.5950
9007680 115,245.87 8.3500 .5000 7.8500 .0800 .0000 .0000 .0000 .0000 7.7700 .0000 7.7700
9008066 18,781.23 9.4500 .5000 8.9500 .0800 .0000 .0000 .0000 .0000 8.8700 .0000 8.8700
9008248 42,550.46 11.1500 .5000 10.6500 .0800 .0000 .0000 .0000 .0000 10.5700 .0000 10.5700
9008428 119,426.11 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9008504 150,708.53 6.1750 .5000 5.6750 .0800 .0000 .0000 .0000 .0000 5.5950 .0000 5.5950
9008626 54,503.85 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9008792 214,635.93 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9009126 98,442.56 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9009246 180,658.91 6.3000 .5000 5.8000 .0800 .0000 .0000 .0000 .0000 5.7200 .0000 5.7200
9009258 82,849.52 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9009374 80,880.60 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9013772 14,721.27 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9013858 11,995.59 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9017012 59,938.96 9.3600 .5000 8.8600 .0800 .0000 .0000 1.2200 .0000 7.5600 .0000 7.5600
9018066 83,521.41 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9018192 132,136.26 6.7000 .2500 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9021876 68,148.11 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9026718 72,769.69 7.2400 .2500 6.9900 .0800 .0000 .0000 1.2200 .0000 5.6900 .0000 5.6900
9026736 63,891.57 8.8750 .2500 8.6250 .0800 .0000 .0000 1.2200 .0000 7.3250 .0000 7.3250
9029818 115,829.79 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9029958 32,765.69 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9029970 16,984.85 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9032288 125,977.47 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9032446 84,858.24 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9032508 9,996.58 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9032518 14,187.36 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9036694 25,594.77 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9036706 9,998.07 13.7400 .5000 13.2400 .0800 .0000 .0000 .0000 .0000 13.1600 .0000 13.1600
9036776 10,550.65 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9039130 126,537.85 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9040086 306,550.32 6.1000 .2500 5.8500 .0800 .0000 .0000 1.2200 .0000 4.5500 .0000 4.5500
9040092 319,329.62 5.7500 .5000 5.2500 .0800 .0000 .0000 1.2200 .0000 3.9500 .0000 3.9500
9040096 319,675.29 5.9000 .2500 5.6500 .0800 .0000 .0000 1.2200 .0000 4.3500 .0000 4.3500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 5
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9040098 155,656.39 6.4000 .2500 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9040100 229,165.04 7.6000 .5000 7.1000 .0800 .0000 .0000 1.2200 .0000 5.8000 .0000 5.8000
9040102 274,496.59 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9040104 239,789.28 6.6500 .5000 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9040106 108,404.73 6.6500 .2500 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9040118 226,089.37 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9040120 83,566.39 7.1500 .2500 6.9000 .0800 .0000 .0000 1.2200 .0000 5.6000 .0000 5.6000
9040124 94,914.11 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9040138 83,640.92 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9040144 219,542.02 5.9900 .5000 5.4900 .0800 .0000 .0000 1.2200 .0000 4.1900 .0000 4.1900
9040162 184,695.83 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9040196 262,921.84 5.5000 .2500 5.2500 .0800 .0000 .0000 1.2200 .0000 3.9500 .0000 3.9500
9040206 79,069.78 7.0000 .2500 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9040212 82,514.10 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9040214 139,358.45 5.9000 .2500 5.6500 .0800 .0000 .0000 1.2200 .0000 4.3500 .0000 4.3500
9040220 84,842.87 6.4000 .2500 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9040222 147,895.53 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9040256 116,921.49 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9040260 119,687.81 7.9750 .5000 7.4750 .0800 .0000 .0000 1.2200 .0000 6.1750 .0000 6.1750
9040268 234,455.03 5.6500 .2500 5.4000 .0800 .0000 .0000 1.2200 .0000 4.1000 .0000 4.1000
9040274 318,166.50 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9040288 287,502.67 6.7500 .2500 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9040290 147,492.63 7.6000 .5000 7.1000 .0800 .0000 .0000 1.2200 .0000 5.8000 .0000 5.8000
9040296 86,271.34 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9040298 129,869.33 5.9500 .2500 5.7000 .0800 .0000 .0000 1.2200 .0000 4.4000 .0000 4.4000
9040304 153,620.98 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9040308 199,418.32 6.9500 .2500 6.7000 .0800 .0000 .0000 1.2200 .0000 5.4000 .0000 5.4000
9040316 157,837.48 6.9500 .2500 6.7000 .0800 .0000 .0000 1.2200 .0000 5.4000 .0000 5.4000
9040322 265,517.75 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9040328 120,688.65 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9040332 132,781.31 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9040338 65,455.60 7.9500 .2500 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9040340 193,454.73 5.5000 .2500 5.2500 .0800 .0000 .0000 1.2200 .0000 3.9500 .0000 3.9500
9040342 129,807.93 7.9500 .2500 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9040344 227,531.72 5.8500 .2500 5.6000 .0800 .0000 .0000 1.2200 .0000 4.3000 .0000 4.3000
9040346 147,731.67 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9040350 318,488.71 7.0000 .5000 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9040352 121,890.78 6.5500 .2500 6.3000 .0800 .0000 .0000 1.2200 .0000 5.0000 .0000 5.0000
9040368 93,425.59 7.1500 .5000 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9040390 80,630.95 7.5500 .5000 7.0500 .0800 .0000 .0000 1.2200 .0000 5.7500 .0000 5.7500
9040394 67,410.70 8.1000 .5000 7.6000 .0800 .0000 .0000 .0000 .0000 7.5200 .0000 7.5200
9040400 386,639.82 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9040412 154,673.74 7.0250 .2500 6.7750 .0800 .0000 .0000 1.2200 .0000 5.4750 .0000 5.4750
9040420 341,391.89 6.6000 .2500 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 6
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9040430 123,157.61 7.4500 .5000 6.9500 .0800 .0000 .0000 1.2200 .0000 5.6500 .0000 5.6500
9040438 162,033.88 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9040442 264,944.27 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9040444 124,152.72 6.2000 .5000 5.7000 .0800 .0000 .0000 .0000 .0000 5.6200 .0000 5.6200
9040456 207,048.26 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9040488 197,845.54 7.2500 .2500 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9040490 288,395.08 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9040504 62,573.92 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9040506 68,846.06 6.6000 .2500 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
9040542 113,645.00 7.1500 .2500 6.9000 .0800 .0000 .0000 1.2200 .0000 5.6000 .0000 5.6000
9040554 295,098.16 7.4000 .2500 7.1500 .0800 .0000 .0000 1.2200 .0000 5.8500 .0000 5.8500
9040558 211,561.84 7.9500 .2500 7.7000 .0800 .0000 .0000 1.2200 .0000 6.4000 .0000 6.4000
9040562 325,659.63 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9040566 147,748.80 5.9000 .2500 5.6500 .0800 .0000 .0000 1.2200 .0000 4.3500 .0000 4.3500
9040568 271,506.87 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9040574 275,449.11 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9040600 77,844.46 7.7000 .2500 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
9040606 85,384.63 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9040610 127,652.40 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9040612 91,368.47 7.7000 .5000 7.2000 .0800 .0000 .0000 1.2200 .0000 5.9000 .0000 5.9000
9040660 394,103.77 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9040676 131,825.09 8.8500 .2500 8.6000 .0800 .0000 .0000 .0000 .0000 8.5200 .0000 8.5200
9040688 220,614.63 6.7000 .2500 6.4500 .0800 .0000 .0000 1.2200 .0000 5.1500 .0000 5.1500
9040692 133,405.10 6.4000 .5000 5.9000 .0800 .0000 .0000 1.2200 .0000 4.6000 .0000 4.6000
9040722 249,395.40 7.0000 .2500 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9040820 97,943.61 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9041184 226,822.92 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9041192 209,855.48 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9042080 144,814.39 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9042290 69,416.90 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9042706 72,081.27 6.9990 .2500 6.7490 .0800 .0000 .0000 .0000 .0000 6.6690 .0000 6.6690
9042716 116,101.23 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9042718 49,710.04 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9042724 67,917.47 8.5090 .2500 8.2590 .0800 .0000 .0000 1.2200 .0000 6.9590 .0000 6.9590
9042726 59,739.31 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9042730 71,272.60 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9042766 220,485.81 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9042774 113,721.58 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9042788 62,693.56 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9042792 57,726.17 8.2590 .5000 7.7590 .0800 .0000 .0000 .0000 .0000 7.6790 .0000 7.6790
9042796 89,878.56 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9042802 76,131.74 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9042812 60,625.24 7.7090 .2500 7.4590 .0800 .0000 .0000 1.2200 .0000 6.1590 .0000 6.1590
9042818 67,899.10 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 7
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9042828 49,931.98 7.9500 .2500 7.7000 .0800 .0000 .0000 1.2200 .0000 6.4000 .0000 6.4000
9042834 159,507.21 8.5990 .2500 8.3490 .0800 .0000 .0000 1.2200 .0000 7.0490 .0000 7.0490
9042840 201,778.49 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9044014 147,080.10 8.7550 .2500 8.5050 .0800 .0000 .0000 1.2200 .0000 7.2050 .0000 7.2050
9044018 91,654.15 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9044110 52,382.38 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9044140 83,874.65 7.4890 .5000 6.9890 .0800 .0000 .0000 1.2200 .0000 5.6890 .0000 5.6890
9044142 115,762.77 8.6290 .2500 8.3790 .0800 .0000 .0000 1.2200 .0000 7.0790 .0000 7.0790
9044150 76,840.63 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9044166 79,552.44 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9044170 71,912.45 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9044172 49,471.04 8.6500 .5000 8.1500 .0800 .0000 .0000 .0000 .0000 8.0700 .0000 8.0700
9044176 66,405.82 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9044178 145,236.22 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9044180 63,619.12 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9044182 55,834.02 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9044186 120,615.32 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9044188 94,655.49 7.4990 .2500 7.2490 .0800 .0000 .0000 1.2200 .0000 5.9490 .0000 5.9490
9044190 59,318.79 7.3750 .5000 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9044194 149,789.28 7.7900 .2500 7.5400 .0800 .0000 .0000 1.2200 .0000 6.2400 .0000 6.2400
9044196 61,758.35 6.9000 .2500 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9044198 56,115.91 9.2000 .2500 8.9500 .0800 .0000 .0000 1.2200 .0000 7.6500 .0000 7.6500
9044200 64,493.77 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9044202 87,654.80 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9045648 200,553.31 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9046570 128,094.07 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9046646 62,356.43 7.3750 .2500 7.1250 .0800 .0000 .0000 .0000 .0000 7.0450 .0000 7.0450
9048512 289,421.16 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9048524 103,820.40 6.7500 .5000 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9048526 384,295.23 6.4500 .5000 5.9500 .0800 .0000 .0000 1.2200 .0000 4.6500 .0000 4.6500
9048532 289,500.73 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9048566 160,974.80 7.0000 .2500 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9048584 127,776.80 6.7000 .5000 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9048598 308,640.70 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9048636 398,909.28 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9048638 288,500.96 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9048640 136,494.52 6.7500 .5000 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9048644 227,574.48 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9048664 159,584.40 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9048666 71,909.51 8.5500 .2500 8.3000 .0800 .0000 .0000 1.2200 .0000 7.0000 .0000 7.0000
9048670 389,674.90 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9048674 275,496.71 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9048680 234,410.61 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9048730 361,311.25 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 8
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9048738 64,883.77 8.6500 .2500 8.4000 .0800 .0000 .0000 1.2200 .0000 7.1000 .0000 7.1000
9048748 224,614.49 6.7900 .2500 6.5400 .0800 .0000 .0000 1.2200 .0000 5.2400 .0000 5.2400
9048816 368,439.50 7.4000 .5000 6.9000 .0800 .0000 .0000 1.2200 .0000 5.6000 .0000 5.6000
9048830 203,611.85 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9048864 259,505.31 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9048894 235,652.09 7.5500 .2500 7.3000 .0800 .0000 .0000 1.2200 .0000 6.0000 .0000 6.0000
9048906 93,814.15 6.0500 .5000 5.5500 .0800 .0000 .0000 1.2200 .0000 4.2500 .0000 4.2500
9048928 295,463.35 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9048930 181,669.34 6.5000 .2500 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9048950 57,506.21 7.0500 .2500 6.8000 .0800 .0000 .0000 1.2200 .0000 5.5000 .0000 5.5000
9048958 60,739.82 9.4900 .2500 9.2400 .0800 .0000 .0000 1.2200 .0000 7.9400 .0000 7.9400
9048960 154,597.38 6.7500 .2500 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9048976 141,584.69 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9048978 101,796.29 6.0000 .5000 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9048980 376,282.70 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9048992 174,510.57 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9048998 359,281.43 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9049000 194,927.37 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9049010 79,032.21 6.7000 .2500 6.4500 .0800 .0000 .0000 1.2200 .0000 5.1500 .0000 5.1500
9049016 327,405.35 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9049018 58,626.31 8.4000 .2500 8.1500 .0800 .0000 .0000 1.2200 .0000 6.8500 .0000 6.8500
9049032 231,636.94 7.2500 .2500 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9049038 331,383.37 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9049068 82,434.69 8.6500 .2500 8.4000 .0800 .0000 .0000 .0000 .0000 8.3200 .0000 8.3200
9049078 168,837.87 6.1000 .5000 5.6000 .0800 .0000 .0000 1.2200 .0000 4.3000 .0000 4.3000
9049094 76,822.86 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9049206 151,707.99 6.2000 .2500 5.9500 .0800 .0000 .0000 1.2200 .0000 4.6500 .0000 4.6500
9049254 191,369.93 7.7500 .5000 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9049256 173,635.79 5.7500 .2500 5.5000 .0800 .0000 .0000 .0000 .0000 5.4200 .0000 5.4200
9049258 60,222.03 8.2000 .5000 7.7000 .0800 .0000 .0000 1.2200 .0000 6.4000 .0000 6.4000
9049292 179,689.17 6.7500 .5000 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9049324 224,571.90 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9049330 171,645.58 7.1500 .5000 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9049332 79,904.70 8.6000 .2500 8.3500 .0800 .0000 .0000 1.2200 .0000 7.0500 .0000 7.0500
9049372 174,667.03 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9049374 171,672.72 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9049382 161,223.84 6.8000 .2500 6.5500 .0800 .0000 .0000 1.2200 .0000 5.2500 .0000 5.2500
9049410 79,873.28 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9049434 49,913.03 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9049526 299,461.37 6.5500 .2500 6.3000 .0800 .0000 .0000 1.2200 .0000 5.0000 .0000 5.0000
9049536 286,474.63 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9049538 184,637.72 6.1000 .2500 5.8500 .0800 .0000 .0000 1.2200 .0000 4.5500 .0000 4.5500
9049542 234,006.95 6.9000 .2500 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9049562 55,738.81 9.0000 .2500 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 9
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9049584 252,513.98 6.2000 .2500 5.9500 .0800 .0000 .0000 1.2200 .0000 4.6500 .0000 4.6500
9049586 217,369.27 6.0000 .5000 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9049632 399,238.95 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9049658 284,188.38 6.2750 .2500 6.0250 .0800 .0000 .0000 1.2200 .0000 4.7250 .0000 4.7250
9049660 74,865.35 6.5500 .2500 6.3000 .0800 .0000 .0000 1.2200 .0000 5.0000 .0000 5.0000
9049676 134,163.33 6.6500 .2500 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9049678 227,071.29 6.3000 .2500 6.0500 .0800 .0000 .0000 1.2200 .0000 4.7500 .0000 4.7500
9049680 169,660.02 5.9900 .2500 5.7400 .0800 .0000 .0000 .0000 .0000 5.6600 .0000 5.6600
9049726 152,706.08 6.2000 .2500 5.9500 .0800 .0000 .0000 1.2200 .0000 4.6500 .0000 4.6500
9049772 103,511.99 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9049790 205,244.96 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9049792 219,230.85 6.1000 .2500 5.8500 .0800 .0000 .0000 1.2200 .0000 4.5500 .0000 4.5500
9049828 159,701.39 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9049834 113,695.14 7.9500 .5000 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
9049838 200,982.40 5.8000 .2500 5.5500 .0800 .0000 .0000 1.2200 .0000 4.2500 .0000 4.2500
9049862 160,693.67 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9049866 295,436.81 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9049870 207,630.15 6.6000 .2500 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
9049904 364,971.87 6.8000 .2500 6.5500 .0800 .0000 .0000 1.2200 .0000 5.2500 .0000 5.2500
9049932 136,574.63 6.9900 .5000 6.4900 .0800 .0000 .0000 1.2200 .0000 5.1900 .0000 5.1900
9050008 193,320.27 7.6500 .5000 7.1500 .0800 .0000 .0000 1.2200 .0000 5.8500 .0000 5.8500
9050050 245,953.29 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9050068 110,417.79 6.9900 .5000 6.4900 .0800 .0000 .0000 1.2200 .0000 5.1900 .0000 5.1900
9050100 122,525.82 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050128 123,989.68 6.8500 .2500 6.6000 .0800 .0000 .0000 1.2200 .0000 5.3000 .0000 5.3000
9050154 349,334.07 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9050160 95,817.35 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9050162 161,671.73 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9050182 294,459.97 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9050192 97,311.64 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9050196 279,578.90 7.4500 .2500 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9050200 267,308.90 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050202 168,821.41 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050218 99,568.61 6.0500 .2500 5.8000 .0800 .0000 .0000 .0000 .0000 5.7200 .0000 5.7200
9050226 166,261.83 7.7000 .2500 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
9050246 199,630.31 6.4000 .2500 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9050278 201,151.67 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9050288 123,995.38 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050296 139,746.18 6.5000 .2500 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9050360 104,834.04 7.2000 .5000 6.7000 .0800 .0000 .0000 1.2200 .0000 5.4000 .0000 5.4000
9050366 295,738.42 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9050368 136,758.75 6.6500 .2500 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9050416 174,697.81 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9050418 286,217.40 6.5000 .2500 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 10
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9050438 344,392.52 6.6500 .2500 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9050468 241,649.63 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050474 149,628.24 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050478 320,451.09 6.8000 .2500 6.5500 .0800 .0000 .0000 1.2200 .0000 5.2500 .0000 5.2500
9050496 224,611.47 6.7500 .5000 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9050528 131,761.99 6.5500 .2500 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9050554 149,714.60 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9050556 251,271.01 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9050588 130,303.73 7.4500 .2500 7.2000 .0800 .0000 .0000 1.2200 .0000 5.9000 .0000 5.9000
9050592 194,646.47 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9050616 277,670.63 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9050622 74,860.03 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9050624 148,964.96 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9050626 311,608.78 8.3500 .2500 8.1000 .0800 .0000 .0000 1.2200 .0000 6.8000 .0000 6.8000
9050666 73,433.96 8.1500 .5000 7.6500 .0800 .0000 .0000 1.2200 .0000 6.3500 .0000 6.3500
9050710 351,279.96 5.9000 .2500 5.6500 .0800 .0000 .0000 1.2200 .0000 4.3500 .0000 4.3500
9050714 250,687.14 7.0000 .5000 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9050740 182,402.28 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9050770 120,780.62 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9050774 95,770.89 6.9000 .2500 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9050786 133,712.21 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9050820 326,684.90 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9050828 116,871.70 9.0000 .5000 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9050830 127,783.24 6.8500 .5000 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
9050832 199,581.46 6.8500 .5000 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
9050834 133,757.05 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9050842 100,982.59 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9050936 203,705.62 7.4900 .5000 6.9900 .0800 .0000 .0000 1.2200 .0000 5.6900 .0000 5.6900
9050950 162,704.48 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9050964 109,240.97 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9050998 250,544.93 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9051014 185,837.85 6.9000 .2500 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9051022 129,802.53 7.4000 .2500 7.1500 .0800 .0000 .0000 1.2200 .0000 5.8500 .0000 5.8500
9051034 123,145.09 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9051038 106,806.00 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9051060 303,475.05 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9051070 94,829.42 6.5500 .2500 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9051078 78,066.00 6.7900 .2500 6.5400 .0800 .0000 .0000 1.2200 .0000 5.2400 .0000 5.2400
9051080 135,760.51 6.6500 .5000 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9051090 207,833.53 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9051094 188,532.62 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9051102 167,680.35 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051130 149,728.05 6.5000 .2500 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9051138 195,687.13 7.1500 .2500 6.9000 .0800 .0000 .0000 1.2200 .0000 5.6000 .0000 5.6000
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 11
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9051160 87,353.00 6.8900 .2500 6.6400 .0800 .0000 .0000 1.2200 .0000 5.3400 .0000 5.3400
9051162 201,216.42 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051176 274,035.17 6.8500 .2500 6.6000 .0800 .0000 .0000 1.2200 .0000 5.3000 .0000 5.3000
9051194 164,703.75 6.5500 .2500 6.3000 .0800 .0000 .0000 1.2200 .0000 5.0000 .0000 5.0000
9051208 149,386.62 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051214 337,387.23 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9051234 282,934.13 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9051238 150,047.97 6.9000 .2500 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9051248 300,369.96 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9051286 162,582.96 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9051300 269,500.93 6.4000 .2500 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9051336 90,830.15 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9051372 179,657.51 6.2500 .2500 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9051390 383,233.52 6.0000 .5000 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9051408 174,479.10 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9051412 129,421.94 7.9000 .5000 7.4000 .0800 .0000 .0000 1.2200 .0000 6.1000 .0000 6.1000
9051426 192,157.72 6.6000 .2500 6.3500 .0800 .0000 .0000 1.2200 .0000 5.0500 .0000 5.0500
9051436 136,770.26 6.9000 .5000 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9051440 187,642.31 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9051444 161,691.76 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051446 256,288.14 6.4500 .5000 5.9500 .0800 .0000 .0000 1.2200 .0000 4.6500 .0000 4.6500
9051462 289,348.42 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051474 198,610.32 6.1000 .2500 5.8500 .0800 .0000 .0000 1.2200 .0000 4.5500 .0000 4.5500
9051478 183,706.29 7.1500 .5000 6.6500 .0800 .0000 .0000 1.2200 .0000 5.3500 .0000 5.3500
9051526 208,624.74 6.5500 .5000 6.0500 .0800 .0000 .0000 1.2200 .0000 4.7500 .0000 4.7500
9051542 192,115.04 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9051548 178,176.38 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051562 350,443.80 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9051578 195,661.53 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9051582 279,440.04 5.9900 .2500 5.7400 .0800 .0000 .0000 1.2200 .0000 4.4400 .0000 4.4400
9051596 259,481.03 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9051602 271,430.66 5.7500 .2500 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9051620 235,550.97 6.2500 .2500 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9051628 229,529.37 7.1000 .2500 6.8500 .0800 .0000 .0000 1.2200 .0000 5.5500 .0000 5.5500
9051640 49,905.77 6.3000 .2500 6.0500 .0800 .0000 .0000 1.2200 .0000 4.7500 .0000 4.7500
9051672 81,857.96 7.3000 .5000 6.8000 .0800 .0000 .0000 1.2200 .0000 5.5000 .0000 5.5000
9051708 116,604.14 6.9000 .5000 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9051716 119,821.32 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9051718 171,714.39 6.9500 .5000 6.4500 .0800 .0000 .0000 1.2200 .0000 5.1500 .0000 5.1500
9051826 101,481.28 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9051834 295,242.58 6.3000 .2500 6.0500 .0800 .0000 .0000 1.2200 .0000 4.7500 .0000 4.7500
9051896 175,674.67 6.4000 .2500 6.1500 .0800 .0000 .0000 1.2200 .0000 4.8500 .0000 4.8500
9051898 301,792.45 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9051910 299,456.11 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 12
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9051924 69,874.25 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9051962 249,588.14 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9051966 77,854.41 6.3500 .2500 6.1000 .0800 .0000 .0000 1.2200 .0000 4.8000 .0000 4.8000
9051984 347,369.10 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9051994 57,521.64 7.9500 .5000 7.4500 .0800 .0000 .0000 1.2200 .0000 6.1500 .0000 6.1500
9052010 83,835.50 6.1000 .2500 5.8500 .0800 .0000 .0000 1.2200 .0000 4.5500 .0000 4.5500
9052028 115,807.39 6.9500 .5000 6.4500 .0800 .0000 .0000 1.2200 .0000 5.1500 .0000 5.1500
9052032 259,551.02 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9052040 64,721.17 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9052046 50,345.29 9.0500 .5000 8.5500 .0800 .0000 .0000 1.2200 .0000 7.2500 .0000 7.2500
9052052 109,802.50 6.5500 .2500 6.3000 .0800 .0000 .0000 1.2200 .0000 5.0000 .0000 5.0000
9052074 125,810.49 7.4500 .5000 6.9500 .0800 .0000 .0000 1.2200 .0000 5.6500 .0000 5.6500
9052088 203,626.56 6.4500 .2500 6.2000 .0800 .0000 .0000 1.2200 .0000 4.9000 .0000 4.9000
9052096 143,747.30 6.7000 .2500 6.4500 .0800 .0000 .0000 1.2200 .0000 5.1500 .0000 5.1500
9052124 391,305.40 6.6250 .2500 6.3750 .0800 .0000 .0000 1.2200 .0000 5.0750 .0000 5.0750
9052672 97,240.49 6.6250 .2500 6.3750 .0800 .0000 .0000 1.2200 .0000 5.0750 .0000 5.0750
9052692 59,959.74 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9052694 71,662.65 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9054742 83,887.70 7.5000 .5000 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9054890 59,961.74 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9054896 109,907.59 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9060148 114,920.86 7.8750 .5000 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9060632 51,812.47 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9061648 177,979.56 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9061686 59,282.65 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9062064 134,579.60 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9062066 89,750.12 8.4500 .5000 7.9500 .0800 .0000 .0000 .0000 .0000 7.8700 .0000 7.8700
9062068 205,819.13 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9062078 167,853.93 6.7000 .5000 6.2000 .0800 .0000 .0000 .0000 .0000 6.1200 .0000 6.1200
9062080 104,772.17 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9062082 81,943.28 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9062086 167,752.34 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9062088 59,952.25 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9062092 66,939.43 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9062094 119,896.68 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9062096 74,946.52 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9062100 97,916.44 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9062126 132,385.91 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9062130 67,342.95 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9062168 143,374.62 6.6750 .5000 6.1750 .0800 .0000 .0000 .0000 .0000 6.0950 .0000 6.0950
9062206 93,928.11 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9062210 89,932.87 7.4750 .5000 6.9750 .0800 .0000 .0000 .0000 .0000 6.8950 .0000 6.8950
9062212 154,773.78 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9062214 289,413.88 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 13
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9062216 86,717.07 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9062218 121,611.73 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9062220 163,270.78 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9062224 41,571.51 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9062228 294,310.28 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9062230 86,351.31 8.8500 .5000 8.3500 .0800 .0000 .0000 .0000 .0000 8.2700 .0000 8.2700
9062232 129,909.16 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9062234 59,959.33 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9062236 74,856.46 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9062238 150,907.57 8.4500 .5000 7.9500 .0800 .0000 .0000 .0000 .0000 7.8700 .0000 7.8700
9062242 78,394.29 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9062244 94,204.99 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9062246 91,442.83 8.3500 .5000 7.8500 .0800 .0000 .0000 .0000 .0000 7.7700 .0000 7.7700
9062248 92,936.96 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9062254 87,244.90 8.3000 .5000 7.8000 .0800 .0000 .0000 .0000 .0000 7.7200 .0000 7.7200
9062256 128,816.96 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9062260 114,925.91 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9062262 73,955.62 8.5500 .5000 8.0500 .0800 .0000 .0000 .0000 .0000 7.9700 .0000 7.9700
9062264 75,016.66 8.6000 .5000 8.1000 .0800 .0000 .0000 .0000 .0000 8.0200 .0000 8.0200
9062270 44,968.87 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9062274 73,762.13 9.3000 .5000 8.8000 .0800 .0000 .0000 .0000 .0000 8.7200 .0000 8.7200
9062280 74,842.71 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9062286 220,812.86 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9062290 94,357.88 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9062292 262,764.54 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9062294 83,437.72 7.4750 .5000 6.9750 .0800 .0000 .0000 .0000 .0000 6.8950 .0000 6.8950
9062296 17,117.25 9.6500 .5000 9.1500 .0800 .0000 .0000 .0000 .0000 9.0700 .0000 9.0700
9062300 200,554.88 7.6300 .5000 7.1300 .0800 .0000 .0000 .0000 .0000 7.0500 .0000 7.0500
9062302 68,579.73 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9062304 83,053.49 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9062306 134,891.50 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9062310 124,895.49 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9062312 186,839.00 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9062316 279,770.03 6.9900 .5000 6.4900 .0800 .0000 .0000 .0000 .0000 6.4100 .0000 6.4100
9062318 89,182.43 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9062320 335,753.12 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9062324 95,331.98 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9062328 103,905.97 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9062332 75,943.02 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9062336 95,847.82 7.0000 .5000 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9062344 46,716.33 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9062346 123,822.61 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9062348 91,853.14 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9062350 81,434.50 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 14
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9062354 114,399.79 6.7000 .5000 6.2000 .0800 .0000 .0000 .0000 .0000 6.1200 .0000 6.1200
9062358 112,913.59 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9062360 113,026.67 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9062364 29,176.42 10.4500 .5000 9.9500 .0800 .0000 .0000 .0000 .0000 9.8700 .0000 9.8700
9062406 52,981.30 11.0500 .5000 10.5500 .0800 .0000 .0000 .0000 .0000 10.4700 .0000 10.4700
9062414 22,969.02 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9062426 51,958.02 10.4500 .5000 9.9500 .0800 .0000 .0000 .0000 .0000 9.8700 .0000 9.8700
9062434 55,968.76 8.9000 .5000 8.4000 .0800 .0000 .0000 .0000 .0000 8.3200 .0000 8.3200
9062438 30,404.11 8.9000 .5000 8.4000 .0800 .0000 .0000 .0000 .0000 8.3200 .0000 8.3200
9062442 24,582.17 10.9500 .5000 10.4500 .0800 .0000 .0000 .0000 .0000 10.3700 .0000 10.3700
9062446 20,745.33 10.0500 .5000 9.5500 .0800 .0000 .0000 .0000 .0000 9.4700 .0000 9.4700
9062450 25,966.85 10.2500 .5000 9.7500 .0800 .0000 .0000 .0000 .0000 9.6700 .0000 9.6700
9062456 43,959.08 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9062460 118,236.50 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9062464 23,905.00 10.2500 .5000 9.7500 .0800 .0000 .0000 .0000 .0000 9.6700 .0000 9.6700
9062476 42,942.60 10.0000 .5000 9.5000 .0800 .0000 .0000 .0000 .0000 9.4200 .0000 9.4200
9062488 77,888.31 9.3500 .5000 8.8500 .0800 .0000 .0000 .0000 .0000 8.7700 .0000 8.7700
9062492 34,810.87 9.9000 .5000 9.4000 .0800 .0000 .0000 .0000 .0000 9.3200 .0000 9.3200
9062646 97,324.36 6.0000 .2500 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9065374 115,130.21 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9065404 15,566.48 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9068048 81,695.15 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9068118 190,169.03 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9069664 23,688.35 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9069736 67,453.55 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9069750 51,969.30 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9069754 78,756.96 9.0000 .5000 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9069888 79,907.61 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9070036 83,940.71 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9070086 68,365.46 9.3750 .5000 8.8750 .0800 .0000 .0000 1.2200 .0000 7.5750 .0000 7.5750
9072686 84,944.40 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9072740 86,698.09 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9074340 77,191.22 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9074362 58,186.91 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9074368 87,341.36 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9074426 32,485.24 9.8750 .5000 9.3750 .0800 .0000 .0000 .0000 .0000 9.2950 .0000 9.2950
9074464 24,873.22 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9074468 77,733.97 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9074488 70,342.05 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9074500 55,961.46 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9074506 98,267.52 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9074512 126,310.78 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9074696 67,461.17 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9074698 101,416.80 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 15
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9074704 114,666.95 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9074814 147,892.89 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9074818 141,466.43 8.6250 .2500 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9074822 53,570.42 8.9500 .5000 8.4500 .0800 .0000 .0000 .0000 .0000 8.3700 .0000 8.3700
9074860 87,709.06 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9075290 178,876.81 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9075304 50,976.83 9.8750 .5000 9.3750 .0800 .0000 .0000 1.2200 .0000 8.0750 .0000 8.0750
9075308 76,575.59 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9075334 118,768.20 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9075422 81,773.34 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9075432 76,939.93 7.2500 .2500 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9075784 154,571.80 7.5500 .2500 7.3000 .0800 .0000 .0000 1.2200 .0000 6.0000 .0000 6.0000
9076102 66,786.65 6.9250 .5000 6.4250 .0800 .0000 .0000 1.2200 .0000 5.1250 .0000 5.1250
9076374 63,330.29 8.8750 .2500 8.6250 .0800 .0000 .0000 1.2200 .0000 7.3250 .0000 7.3250
9076974 89,745.62 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9076976 119,906.39 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9076988 115,913.91 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9077000 66,953.89 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9077184 94,472.96 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9077250 49,888.63 6.7500 .2500 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9077266 71,789.67 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9077308 140,153.48 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9077348 94,138.30 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9077396 94,929.50 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9077492 118,722.28 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9077508 49,969.71 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9077636 61,595.47 9.6250 .5000 9.1250 .0800 .0000 .0000 .0000 .0000 9.0450 .0000 9.0450
9078666 88,951.39 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9078672 58,348.86 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9078720 67,456.96 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9078722 119,888.86 6.3750 .2500 6.1250 .0800 .0000 .0000 .0000 .0000 6.0450 .0000 6.0450
9078790 120,402.08 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9078810 174,893.98 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9078826 79,755.73 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9078828 69,649.56 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9078834 227,133.58 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9078846 26,930.24 9.2500 .2500 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9078902 49,966.45 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9078904 154,882.05 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9078966 228,234.69 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9079016 84,652.52 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9079034 49,981.68 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9079206 167,921.62 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9079212 145,909.25 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 16
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9079412 97,684.41 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9079482 104,933.05 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9079528 65,573.80 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9079578 318,757.26 7.3750 .5000 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9079588 80,945.65 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9079602 121,426.39 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9079604 129,585.37 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9079634 89,995.94 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9079666 59,961.74 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9079682 64,759.72 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9079692 69,901.87 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9079766 72,885.02 8.5990 .2500 8.3490 .0800 .0000 .0000 .0000 .0000 8.2690 .0000 8.2690
9079802 132,910.76 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9079806 132,673.62 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9079902 89,949.53 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9079948 66,115.28 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9080750 54,366.19 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9080980 98,443.70 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9081118 95,539.04 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9081256 49,971.97 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9081292 65,920.58 8.5500 .5000 8.0500 .0800 .0000 .0000 .0000 .0000 7.9700 .0000 7.9700
9081350 75,961.42 9.3500 .5000 8.8500 .0800 .0000 .0000 1.2200 .0000 7.5500 .0000 7.5500
9081536 101,050.00 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9081810 20,790.29 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081812 27,532.15 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9081814 16,164.37 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9081816 39,881.38 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081818 18,491.36 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081820 23,089.22 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081824 19,976.66 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9081826 21,188.70 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9081828 15,092.95 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081832 23,236.62 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9081834 12,795.91 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9081838 31,185.44 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081846 37,708.72 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9081848 38,449.05 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081850 30,988.95 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9081852 24,086.13 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9081854 29,386.28 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081858 25,987.87 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081904 25,415.45 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9081908 19,191.04 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081910 31,902.99 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 17
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9081912 49,973.36 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9081914 12,993.94 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9081916 33,697.22 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9081918 23,990.96 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9081950 59,816.62 8.9000 .5000 8.4000 .0800 .0000 .0000 1.2200 .0000 7.1000 .0000 7.1000
9081954 31,988.58 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9081958 21,992.96 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9082620 49,971.97 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9082626 107,349.29 7.8000 .2500 7.5500 .0800 .0000 .0000 1.2200 .0000 6.2500 .0000 6.2500
9082646 299,161.47 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9082688 75,943.60 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9082702 131,942.79 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9082816 54,958.15 7.3750 .5000 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9082936 131,902.03 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9083008 72,957.99 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9083086 69,650.81 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9083686 212,307.90 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9083846 82,338.85 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9083914 77,292.60 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9083930 58,449.18 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9083940 64,159.07 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9083974 70,920.44 9.5000 .5000 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9083986 94,453.52 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9083988 135,917.61 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9083996 57,306.60 10.3750 .5000 9.8750 .0800 .0000 .0000 .0000 .0000 9.7950 .0000 9.7950
9084022 270,803.86 7.6250 .5000 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9084040 164,883.54 7.7500 .5000 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9084214 93,541.82 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9084228 82,738.55 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9084238 107,931.13 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9084244 80,043.46 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9084252 98,543.82 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9084294 59,959.74 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9084296 129,910.54 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9084330 82,945.71 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9084446 60,195.44 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9084478 53,462.24 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9084484 107,913.63 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9084570 56,909.80 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9084582 119,906.39 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9084584 62,855.61 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9084710 98,926.53 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9084740 109,918.36 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9084874 146,880.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 18
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9084888 149,391.80 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9084890 109,124.85 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9085066 62,976.92 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9085568 61,559.50 8.1000 .5000 7.6000 .0800 .0000 .0000 1.2200 .0000 6.3000 .0000 6.3000
9085612 122,299.67 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9086020 103,300.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9086140 63,952.50 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9086160 86,638.81 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9086218 99,918.03 7.0000 .2500 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9086230 60,000.00 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9086232 227,817.67 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9086242 96,668.72 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
9086254 188,896.76 9.0000 .5000 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9086318 68,953.70 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9086414 66,814.80 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9086432 90,046.80 8.6250 .2500 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9086494 119,899.19 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9086710 39,979.26 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9086724 76,451.22 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9086740 81,450.63 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9086744 50,794.99 8.6250 .2500 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9087128 132,225.83 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9087378 98,532.14 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9087416 82,598.63 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9087710 339,720.75 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9087722 201,750.63 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9087750 113,905.44 6.9400 .2500 6.6900 .0800 .0000 .0000 .0000 .0000 6.6100 .0000 6.6100
9087810 245,797.95 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9087854 169,857.03 6.8700 .2500 6.6200 .0800 .0000 .0000 1.2200 .0000 5.3200 .0000 5.3200
9087870 259,782.20 6.8900 .2500 6.6400 .0800 .0000 .0000 1.2200 .0000 5.3400 .0000 5.3400
9088394 107,178.63 8.8500 .5000 8.3500 .0800 .0000 .0000 1.2200 .0000 7.0500 .0000 7.0500
9088424 67,111.56 8.7750 .2500 8.5250 .0800 .0000 .0000 1.2200 .0000 7.2250 .0000 7.2250
9088430 49,974.61 9.3500 .5000 8.8500 .0800 .0000 .0000 1.2200 .0000 7.5500 .0000 7.5500
9088444 55,412.25 7.8500 .2500 7.6000 .0800 .0000 .0000 1.2200 .0000 6.3000 .0000 6.3000
9088494 92,416.68 7.9000 .5000 7.4000 .0800 .0000 .0000 1.2200 .0000 6.1000 .0000 6.1000
9088568 77,308.62 9.1000 .5000 8.6000 .0800 .0000 .0000 1.2200 .0000 7.3000 .0000 7.3000
9089054 30,132.76 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9089056 47,667.99 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9089058 70,957.86 8.6000 .5000 8.1000 .0800 .0000 .0000 .0000 .0000 8.0200 .0000 8.0200
9089060 34,982.60 9.4500 .5000 8.9500 .0800 .0000 .0000 .0000 .0000 8.8700 .0000 8.8700
9089062 34,984.48 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9089064 28,893.33 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9089066 49,180.44 10.5000 .5000 10.0000 .0800 .0000 .0000 .0000 .0000 9.9200 .0000 9.9200
9089068 41,261.54 9.9500 .5000 9.4500 .0800 .0000 .0000 .0000 .0000 9.3700 .0000 9.3700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 19
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089070 57,577.11 10.5000 .5000 10.0000 .0800 .0000 .0000 .0000 .0000 9.9200 .0000 9.9200
9089072 43,782.40 10.4500 .5000 9.9500 .0800 .0000 .0000 .0000 .0000 9.8700 .0000 9.8700
9089074 35,982.29 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9089076 35,184.09 9.9000 .5000 9.4000 .0800 .0000 .0000 .0000 .0000 9.3200 .0000 9.3200
9089078 49,584.14 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9089080 40,185.51 10.9500 .5000 10.4500 .0800 .0000 .0000 .0000 .0000 10.3700 .0000 10.3700
9089082 24,792.66 11.8500 .5000 11.3500 .0800 .0000 .0000 .0000 .0000 11.2700 .0000 11.2700
9089084 120,501.90 6.4500 .5000 5.9500 .0800 .0000 .0000 .0000 .0000 5.8700 .0000 5.8700
9089086 106,319.43 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9089088 121,507.00 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089126 191,059.24 5.9900 .5000 5.4900 .0800 .0000 .0000 .0000 .0000 5.4100 .0000 5.4100
9089128 79,947.93 8.1500 .5000 7.6500 .0800 .0000 .0000 .0000 .0000 7.5700 .0000 7.5700
9089130 104,428.44 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089132 218,525.97 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9089134 219,835.08 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9089136 107,921.43 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9089138 47,129.31 8.1500 .5000 7.6500 .0800 .0000 .0000 .0000 .0000 7.5700 .0000 7.5700
9089140 129,911.88 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089142 106,165.45 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9089144 94,411.20 6.3000 .5000 5.8000 .0800 .0000 .0000 .0000 .0000 5.7200 .0000 5.7200
9089146 216,814.99 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9089148 173,463.22 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089150 84,538.46 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9089152 144,400.05 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089154 164,159.37 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089156 464,675.10 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9089158 115,913.04 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9089160 99,863.97 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089162 89,925.49 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089164 99,917.22 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089166 70,141.89 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089168 329,726.82 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089170 289,761.82 6.9900 .5000 6.4900 .0800 .0000 .0000 .0000 .0000 6.4100 .0000 6.4100
9089174 292,709.86 7.0000 .5000 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9089176 104,914.78 7.0500 .5000 6.5500 .0800 .0000 .0000 .0000 .0000 6.4700 .0000 6.4700
9089178 279,425.26 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9089180 180,855.97 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9089182 147,884.54 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089184 129,796.56 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089186 111,913.49 7.3000 .5000 6.8000 .0800 .0000 .0000 .0000 .0000 6.7200 .0000 6.7200
9089188 123,904.22 7.3000 .5000 6.8000 .0800 .0000 .0000 .0000 .0000 6.7200 .0000 6.7200
9089190 234,468.75 7.3000 .5000 6.8000 .0800 .0000 .0000 .0000 .0000 6.7200 .0000 6.7200
9089192 139,891.87 7.3000 .5000 6.8000 .0800 .0000 .0000 .0000 .0000 6.7200 .0000 6.7200
9089194 159,777.72 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 20
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089196 182,360.43 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089198 109,915.88 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089202 199,848.57 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9089204 123,906.11 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9089208 30,356.10 10.0000 .5000 9.5000 .0800 .0000 .0000 .0000 .0000 9.4200 .0000 9.4200
9089210 23,934.26 10.8000 .5000 10.3000 .0800 .0000 .0000 .0000 .0000 10.2200 .0000 10.2200
9089212 44,939.96 9.9000 .5000 9.4000 .0800 .0000 .0000 .0000 .0000 9.3200 .0000 9.3200
9089214 14,956.11 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9089216 49,916.67 8.8000 .5000 8.3000 .0800 .0000 .0000 .0000 .0000 8.2200 .0000 8.2200
9089218 98,588.13 9.4500 .5000 8.9500 .0800 .0000 .0000 .0000 .0000 8.8700 .0000 8.8700
9089220 44,340.38 9.8500 .5000 9.3500 .0800 .0000 .0000 .0000 .0000 9.2700 .0000 9.2700
9089222 39,931.23 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089224 80,389.79 9.7000 .5000 9.2000 .0800 .0000 .0000 .0000 .0000 9.1200 .0000 9.1200
9089226 24,968.75 10.4000 .5000 9.9000 .0800 .0000 .0000 .0000 .0000 9.8200 .0000 9.8200
9089228 56,970.40 9.8500 .5000 9.3500 .0800 .0000 .0000 .0000 .0000 9.2700 .0000 9.2700
9089230 38,697.63 9.8000 .5000 9.3000 .0800 .0000 .0000 .0000 .0000 9.2200 .0000 9.2200
9089234 29,962.25 10.3500 .5000 9.8500 .0800 .0000 .0000 .0000 .0000 9.7700 .0000 9.7700
9089236 29,435.91 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9089238 28,385.85 9.8750 .5000 9.3750 .0800 .0000 .0000 .0000 .0000 9.2950 .0000 9.2950
9089240 17,893.75 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9089242 37,748.93 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9089246 26,133.53 9.4500 .5000 8.9500 .0800 .0000 .0000 .0000 .0000 8.8700 .0000 8.8700
9089248 18,553.87 9.7000 .5000 9.2000 .0800 .0000 .0000 .0000 .0000 9.1200 .0000 9.1200
9089250 77,919.33 5.8000 .5000 5.3000 .0800 .0000 .0000 .0000 .0000 5.2200 .0000 5.2200
9089252 308,400.68 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089254 201,804.60 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089256 260,747.54 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089258 172,333.14 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089260 281,999.16 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089264 204,653.74 6.2000 .5000 5.7000 .0800 .0000 .0000 .0000 .0000 5.6200 .0000 5.6200
9089266 248,364.11 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9089268 484,544.23 6.3000 .5000 5.8000 .0800 .0000 .0000 .0000 .0000 5.7200 .0000 5.7200
9089270 109,547.79 6.3500 .5000 5.8500 .0800 .0000 .0000 .0000 .0000 5.7700 .0000 5.7700
9089272 249,074.63 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9089274 500,560.13 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9089276 225,896.59 6.5250 .5000 6.0250 .0800 .0000 .0000 .0000 .0000 5.9450 .0000 5.9450
9089278 144,870.18 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9089282 209,811.99 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9089284 449,597.13 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9089286 254,773.92 6.6000 .5000 6.1000 .0800 .0000 .0000 .0000 .0000 6.0200 .0000 6.0200
9089288 139,373.06 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9089290 269,263.38 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9089292 242,886.56 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9089294 113,815.47 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 21
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089296 156,883.48 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9089298 95,329.91 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089300 100,925.79 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089302 97,428.36 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089306 92,633.91 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089308 402,957.51 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089314 56,909.80 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089316 53,512.20 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089318 247,826.72 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9089320 40,471.98 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089322 121,415.95 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089324 84,726.33 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089326 46,717.66 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089328 119,833.44 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089330 124,014.16 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089332 121,915.61 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089334 121,415.95 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089336 29,767.60 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9089338 20,753.61 10.8500 .5000 10.3500 .0800 .0000 .0000 .0000 .0000 10.2700 .0000 10.2700
9089340 88,187.77 6.0000 .5000 5.5000 .0800 .0000 .0000 .0000 .0000 5.4200 .0000 5.4200
9089342 37,304.24 9.3500 .5000 8.8500 .0800 .0000 .0000 .0000 .0000 8.7700 .0000 8.7700
9089366 52,932.63 9.6000 .5000 9.1000 .0800 .0000 .0000 .0000 .0000 9.0200 .0000 9.0200
9089370 60,046.52 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9089372 21,894.43 10.3000 .5000 9.8000 .0800 .0000 .0000 .0000 .0000 9.7200 .0000 9.7200
9089374 21,897.13 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9089376 44,769.42 9.1500 .5000 8.6500 .0800 .0000 .0000 .0000 .0000 8.5700 .0000 8.5700
9089378 15,719.49 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9089380 30,486.65 10.0500 .5000 9.5500 .0800 .0000 .0000 .0000 .0000 9.4700 .0000 9.4700
9089382 18,990.04 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9089384 22,989.15 9.7000 .5000 9.2000 .0800 .0000 .0000 .0000 .0000 9.1200 .0000 9.1200
9089386 52,776.13 9.9000 .5000 9.4000 .0800 .0000 .0000 .0000 .0000 9.3200 .0000 9.3200
9089388 32,984.10 9.6000 .5000 9.1000 .0800 .0000 .0000 .0000 .0000 9.0200 .0000 9.0200
9089392 54,674.19 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9089394 64,968.02 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9089396 27,966.52 9.6000 .5000 9.1000 .0800 .0000 .0000 .0000 .0000 9.0200 .0000 9.0200
9089398 32,086.96 10.4000 .5000 9.9000 .0800 .0000 .0000 .0000 .0000 9.8200 .0000 9.8200
9089402 149,870.53 6.7375 .5000 6.2375 .0800 .0000 .0000 .0000 .0000 6.1575 .0000 6.1575
9089404 194,332.53 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089406 78,232.58 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089408 79,041.88 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089410 226,854.51 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089412 133,985.66 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9089414 97,916.44 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9089416 99,803.33 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 22
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089418 106,909.66 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089422 115,089.75 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089424 97,917.26 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089426 428,637.80 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089428 95,918.95 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089430 119,399.61 6.8750 .5000 6.3750 .0800 .0000 .0000 .0000 .0000 6.2950 .0000 6.2950
9089432 84,856.77 6.8750 .5000 6.3750 .0800 .0000 .0000 .0000 .0000 6.2950 .0000 6.2950
9089434 137,884.63 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089436 224,811.89 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089438 75,936.46 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089444 190,869.22 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089446 39,573.15 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089448 118,919.34 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089450 40,730.50 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9089452 66,737.85 8.3000 .5000 7.8000 .0800 .0000 .0000 .0000 .0000 7.7200 .0000 7.7200
9089454 66,737.85 8.3000 .5000 7.8000 .0800 .0000 .0000 .0000 .0000 7.7200 .0000 7.7200
9089456 164,767.47 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9089458 394,909.57 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089460 99,680.30 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9089462 117,410.14 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089464 218,612.33 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089466 374,607.54 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089468 164,877.54 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9089470 134,906.62 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089472 66,556.21 8.1000 .5000 7.6000 .0800 .0000 .0000 .0000 .0000 7.5200 .0000 7.5200
9089474 165,967.82 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9089476 184,321.53 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9089480 83,529.42 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089482 94,932.26 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089484 68,937.01 6.4500 .5000 5.9500 .0800 .0000 .0000 .0000 .0000 5.8700 .0000 5.8700
9089486 113,907.47 7.0500 .5000 6.5500 .0800 .0000 .0000 .0000 .0000 6.4700 .0000 6.4700
9089490 120,684.04 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9089492 117,914.16 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9089494 184,828.81 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089496 131,905.89 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089498 322,699.38 6.3500 .5000 5.8500 .0800 .0000 .0000 .0000 .0000 5.7700 .0000 5.7700
9089500 61,158.51 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089502 199,839.26 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9089504 136,876.14 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9089506 184,892.45 8.7000 .5000 8.2000 .0800 .0000 .0000 .0000 .0000 8.1200 .0000 8.1200
9089508 158,722.01 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9089510 395,665.67 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089512 128,155.77 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089514 109,809.80 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 23
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089516 176,849.68 6.8200 .5000 6.3200 .0800 .0000 .0000 .0000 .0000 6.2400 .0000 6.2400
9089518 177,460.07 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089520 287,062.17 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089522 84,396.71 7.1000 .5000 6.6000 .0800 .0000 .0000 .0000 .0000 6.5200 .0000 6.5200
9089524 71,349.09 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089526 123,162.12 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089528 139,868.43 6.3000 .5000 5.8000 .0800 .0000 .0000 .0000 .0000 5.7200 .0000 5.7200
9089530 291,249.02 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089532 151,654.37 6.2000 .5000 5.7000 .0800 .0000 .0000 .0000 .0000 5.6200 .0000 5.6200
9089534 279,810.21 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089536 71,938.00 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9089538 287,312.88 8.1500 .5000 7.6500 .0800 .0000 .0000 .0000 .0000 7.5700 .0000 7.5700
9089542 119,115.86 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089544 106,931.07 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9089546 115,928.99 8.4500 .5000 7.9500 .0800 .0000 .0000 .0000 .0000 7.8700 .0000 7.8700
9089548 28,702.59 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9089550 44,168.17 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9089552 179,835.68 6.4500 .5000 5.9500 .0800 .0000 .0000 .0000 .0000 5.8700 .0000 5.8700
9089554 151,769.11 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9089556 135,754.02 5.6000 .5000 5.1000 .0800 .0000 .0000 .0000 .0000 5.0200 .0000 5.0200
9089558 109,907.13 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089560 270,651.05 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089562 91,931.58 7.4900 .5000 6.9900 .0800 .0000 .0000 .0000 .0000 6.9100 .0000 6.9100
9089564 219,824.06 7.1250 .5000 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
9089566 99,923.52 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089568 143,918.00 8.8000 .5000 8.3000 .0800 .0000 .0000 .0000 .0000 8.2200 .0000 8.2200
9089570 100,550.30 8.8500 .5000 8.3500 .0800 .0000 .0000 .0000 .0000 8.2700 .0000 8.2700
9089572 126,907.61 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9089574 188,862.51 7.6000 .5000 7.1000 .0800 .0000 .0000 .0000 .0000 7.0200 .0000 7.0200
9089606 151,955.64 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9089608 306,932.90 6.7000 .5000 6.2000 .0800 .0000 .0000 .0000 .0000 6.1200 .0000 6.1200
9089610 55,753.81 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089614 199,867.16 8.0500 .5000 7.5500 .0800 .0000 .0000 .0000 .0000 7.4700 .0000 7.4700
9089616 144,912.15 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9089618 341,464.79 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089620 217,855.20 8.0500 .5000 7.5500 .0800 .0000 .0000 .0000 .0000 7.4700 .0000 7.4700
9089622 35,930.43 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089624 202,342.03 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089626 107,434.20 8.4500 .5000 7.9500 .0800 .0000 .0000 .0000 .0000 7.8700 .0000 7.8700
9089628 144,802.77 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9089630 172,215.82 6.9900 .5000 6.4900 .0800 .0000 .0000 .0000 .0000 6.4100 .0000 6.4100
9089632 156,886.94 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9089634 113,205.28 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089636 167,860.24 6.9250 .5000 6.4250 .0800 .0000 .0000 .0000 .0000 6.3450 .0000 6.3450
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 24
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089638 119,311.38 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9089640 55,969.39 8.9975 .5000 8.4975 .0800 .0000 .0000 .0000 .0000 8.4175 .0000 8.4175
9089644 81,936.03 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089646 119,612.04 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089648 99,930.83 7.8500 .5000 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9089650 44,978.32 9.6000 .5000 9.1000 .0800 .0000 .0000 .0000 .0000 9.0200 .0000 9.0200
9089652 129,517.35 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9089654 64,953.19 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9089656 52,458.96 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9089658 62,767.78 9.3000 .5000 8.8000 .0800 .0000 .0000 .0000 .0000 8.7200 .0000 8.7200
9089660 86,185.45 10.8000 .5000 10.3000 .0800 .0000 .0000 .0000 .0000 10.2200 .0000 10.2200
9089662 100,707.09 6.4000 .5000 5.9000 .0800 .0000 .0000 .0000 .0000 5.8200 .0000 5.8200
9089664 154,591.57 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9089666 234,278.56 6.2750 .5000 5.7750 .0800 .0000 .0000 .0000 .0000 5.6950 .0000 5.6950
9089668 311,677.33 5.8000 .5000 5.3000 .0800 .0000 .0000 .0000 .0000 5.2200 .0000 5.2200
9089670 238,312.09 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089672 120,713.00 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9089674 65,655.46 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9089676 337,154.25 5.8500 .5000 5.3500 .0800 .0000 .0000 .0000 .0000 5.2700 .0000 5.2700
9089678 161,771.95 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9089680 68,951.29 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089682 127,410.01 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089684 113,159.88 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9089686 54,821.13 6.6500 .5000 6.1500 .0800 .0000 .0000 .0000 .0000 6.0700 .0000 6.0700
9089688 30,908.01 7.7000 .5000 7.2000 .0800 .0000 .0000 .0000 .0000 7.1200 .0000 7.1200
9089690 118,372.07 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089692 283,234.55 5.5500 .5000 5.0500 .0800 .0000 .0000 .0000 .0000 4.9700 .0000 4.9700
9089694 66,774.48 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9089696 59,813.97 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089698 39,579.57 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9089700 152,525.62 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089702 50,972.92 8.0500 .5000 7.5500 .0800 .0000 .0000 .0000 .0000 7.4700 .0000 7.4700
9089704 74,169.32 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089706 132,550.41 6.2000 .5000 5.7000 .0800 .0000 .0000 .0000 .0000 5.6200 .0000 5.6200
9089708 89,033.83 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9089710 115,321.35 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089712 53,802.03 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9089714 133,573.54 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9089716 63,805.01 7.4000 .5000 6.9000 .0800 .0000 .0000 .0000 .0000 6.8200 .0000 6.8200
9089718 260,239.04 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089720 49,723.63 7.8000 .5000 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9089722 33,568.07 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9089724 19,583.51 9.3500 .5000 8.8500 .0800 .0000 .0000 .0000 .0000 8.7700 .0000 8.7700
9089726 35,969.71 9.3500 .5000 8.8500 .0800 .0000 .0000 .0000 .0000 8.7700 .0000 8.7700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 25
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9089728 49,467.45 8.1000 .5000 7.6000 .0800 .0000 .0000 .0000 .0000 7.5200 .0000 7.5200
9089730 66,441.04 6.6000 .5000 6.1000 .0800 .0000 .0000 .0000 .0000 6.0200 .0000 6.0200
9089732 181,079.51 7.8750 .5000 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9089734 116,926.15 8.3000 .5000 7.8000 .0800 .0000 .0000 .0000 .0000 7.7200 .0000 7.7200
9089736 89,942.02 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9089738 112,153.15 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089740 217,381.19 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9089742 50,344.81 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9089744 89,922.35 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9089746 55,891.84 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9089748 119,051.29 8.1500 .5000 7.6500 .0800 .0000 .0000 .0000 .0000 7.5700 .0000 7.5700
9089750 63,883.05 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9089752 339,363.01 7.2000 .5000 6.7000 .0800 .0000 .0000 .0000 .0000 6.6200 .0000 6.6200
9089754 72,870.17 7.6250 .5000 7.1250 .0800 .0000 .0000 .0000 .0000 7.0450 .0000 7.0450
9089756 156,942.80 7.5500 .5000 7.0500 .0800 .0000 .0000 .0000 .0000 6.9700 .0000 6.9700
9089758 169,219.26 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9089762 73,850.01 6.5500 .5000 6.0500 .0800 .0000 .0000 .0000 .0000 5.9700 .0000 5.9700
9089764 63,889.98 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9089766 127,935.85 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9089768 49,830.97 6.2000 .5000 5.7000 .0800 .0000 .0000 .0000 .0000 5.6200 .0000 5.6200
9090512 134,909.42 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9090516 31,190.82 11.8750 .5000 11.3750 .0800 .0000 .0000 .0000 .0000 11.2950 .0000 11.2950
9090528 72,201.53 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9090546 52,475.50 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9090564 58,471.98 9.6250 .5000 9.1250 .0800 .0000 .0000 .0000 .0000 9.0450 .0000 9.0450
9090566 51,842.95 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9090568 50,314.43 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9090588 64,220.00 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9090650 59,458.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9090670 50,362.60 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9090676 128,913.44 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9090722 67,924.28 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9090734 57,961.09 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9090738 50,068.06 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9090754 98,326.97 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9090758 173,331.37 6.1250 .2500 5.8750 .0800 .0000 .0000 1.2200 .0000 4.5750 .0000 4.5750
9091050 71,817.75 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9091058 125,915.46 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9091550 65,000.00 6.7000 .5000 6.2000 .0800 .0000 .0000 .0000 .0000 6.1200 .0000 6.1200
9091552 106,200.00 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9091554 101,700.00 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9091556 88,000.00 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9091558 292,735.12 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9091562 499,573.70 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 26
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9091564 103,399.88 6.1500 .5000 5.6500 .0800 .0000 .0000 .0000 .0000 5.5700 .0000 5.5700
9091568 68,800.41 7.6500 .5000 7.1500 .0800 .0000 .0000 .0000 .0000 7.0700 .0000 7.0700
9091570 127,892.99 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9091572 92,588.62 6.9500 .5000 6.4500 .0800 .0000 .0000 .0000 .0000 6.3700 .0000 6.3700
9091576 77,000.00 7.0500 .5000 6.5500 .0800 .0000 .0000 .0000 .0000 6.4700 .0000 6.4700
9091578 39,980.94 9.6500 .5000 9.1500 .0800 .0000 .0000 .0000 .0000 9.0700 .0000 9.0700
9091580 21,537.57 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9091582 64,945.12 6.8500 .5000 6.3500 .0800 .0000 .0000 .0000 .0000 6.2700 .0000 6.2700
9091584 149,000.00 7.4500 .5000 6.9500 .0800 .0000 .0000 .0000 .0000 6.8700 .0000 6.8700
9091586 154,676.82 7.1500 .5000 6.6500 .0800 .0000 .0000 .0000 .0000 6.5700 .0000 6.5700
9091588 148,200.00 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9091590 126,251.43 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9091592 68,372.67 7.3500 .5000 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9091594 136,237.67 6.9750 .5000 6.4750 .0800 .0000 .0000 .0000 .0000 6.3950 .0000 6.3950
9091596 65,653.62 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9091600 180,877.31 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9091606 105,925.18 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9091780 125,683.66 8.4900 .2500 8.2400 .0800 .0000 .0000 .0000 .0000 8.1600 .0000 8.1600
9091966 109,916.30 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9092586 136,712.77 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9092616 155,510.68 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9092644 67,152.80 7.8000 .5000 7.3000 .0800 .0000 .0000 1.2200 .0000 6.0000 .0000 6.0000
9092658 107,172.40 8.9900 .2500 8.7400 .0800 .0000 .0000 1.2200 .0000 7.4400 .0000 7.4400
9092822 47,917.41 8.6500 .5000 8.1500 .0800 .0000 .0000 1.2200 .0000 6.8500 .0000 6.8500
9092838 136,361.49 5.9000 .5000 5.4000 .0800 .0000 .0000 1.2200 .0000 4.1000 .0000 4.1000
9092918 58,366.74 8.8000 .5000 8.3000 .0800 .0000 .0000 1.2200 .0000 7.0000 .0000 7.0000
9092978 52,317.96 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9093046 56,709.51 8.4000 .5000 7.9000 .0800 .0000 .0000 .0000 .0000 7.8200 .0000 7.8200
9093170 43,473.24 8.4250 .5000 7.9250 .0800 .0000 .0000 1.2200 .0000 6.6250 .0000 6.6250
9093228 71,297.03 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9093380 153,638.60 7.9000 .5000 7.4000 .0800 .0000 .0000 1.2200 .0000 6.1000 .0000 6.1000
9093414 57,114.65 8.4000 .5000 7.9000 .0800 .0000 .0000 1.2200 .0000 6.6000 .0000 6.6000
9093428 92,395.35 8.8500 .5000 8.3500 .0800 .0000 .0000 1.2200 .0000 7.0500 .0000 7.0500
9093468 85,142.87 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9093484 58,793.35 8.5900 .5000 8.0900 .0800 .0000 .0000 1.2200 .0000 6.7900 .0000 6.7900
9093486 67,810.35 8.4000 .5000 7.9000 .0800 .0000 .0000 1.2200 .0000 6.6000 .0000 6.6000
9093530 98,925.78 7.4500 .5000 6.9500 .0800 .0000 .0000 1.2200 .0000 5.6500 .0000 5.6500
9093542 33,972.54 10.4500 .5000 9.9500 .0800 .0000 .0000 .0000 .0000 9.8700 .0000 9.8700
9093544 89,963.44 7.7000 .5000 7.2000 .0800 .0000 .0000 1.2200 .0000 5.9000 .0000 5.9000
9093598 62,701.77 8.5500 .5000 8.0500 .0800 .0000 .0000 .0000 .0000 7.9700 .0000 7.9700
9093646 55,770.34 7.8500 .2500 7.6000 .0800 .0000 .0000 1.2200 .0000 6.3000 .0000 6.3000
9093650 67,128.57 9.1500 .5000 8.6500 .0800 .0000 .0000 .0000 .0000 8.5700 .0000 8.5700
9093652 81,477.29 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9093656 59,203.41 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 27
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9093660 125,615.32 6.6500 .2500 6.4000 .0800 .0000 .0000 1.2200 .0000 5.1000 .0000 5.1000
9093686 59,851.20 9.7000 .5000 9.2000 .0800 .0000 .0000 .0000 .0000 9.1200 .0000 9.1200
9093784 50,330.75 7.9000 .5000 7.4000 .0800 .0000 .0000 .0000 .0000 7.3200 .0000 7.3200
9093796 65,522.66 8.6500 .5000 8.1500 .0800 .0000 .0000 1.2200 .0000 6.8500 .0000 6.8500
9093870 59,926.28 8.4500 .5000 7.9500 .0800 .0000 .0000 1.2200 .0000 6.6500 .0000 6.6500
9093922 49,943.57 8.8600 .5000 8.3600 .0800 .0000 .0000 .0000 .0000 8.2800 .0000 8.2800
9093994 38,231.18 9.5000 .5000 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9093998 94,243.27 8.8500 .5000 8.3500 .0800 .0000 .0000 .0000 .0000 8.2700 .0000 8.2700
9094000 67,395.68 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9094008 105,933.09 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9094010 67,803.31 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9094014 128,900.36 7.3000 .5000 6.8000 .0800 .0000 .0000 1.2200 .0000 5.5000 .0000 5.5000
9094018 62,122.34 8.1500 .5000 7.6500 .0800 .0000 .0000 1.2200 .0000 6.3500 .0000 6.3500
9094024 153,768.92 7.5500 .5000 7.0500 .0800 .0000 .0000 1.2200 .0000 5.7500 .0000 5.7500
9094034 119,881.67 6.0500 .5000 5.5500 .0800 .0000 .0000 1.2200 .0000 4.2500 .0000 4.2500
9094052 62,968.61 9.4400 .5000 8.9400 .0800 .0000 .0000 1.2200 .0000 7.6400 .0000 7.6400
9094110 55,189.28 8.9900 .5000 8.4900 .0800 .0000 .0000 .0000 .0000 8.4100 .0000 8.4100
9094156 86,743.30 8.4500 .5000 7.9500 .0800 .0000 .0000 1.2200 .0000 6.6500 .0000 6.6500
9094206 66,909.33 9.7900 .5000 9.2900 .0800 .0000 .0000 .0000 .0000 9.2100 .0000 9.2100
9094220 107,847.77 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9094260 97,542.19 8.6100 .5000 8.1100 .0800 .0000 .0000 1.2200 .0000 6.8100 .0000 6.8100
9094276 85,213.62 10.1700 .5000 9.6700 .0800 .0000 .0000 1.2200 .0000 8.3700 .0000 8.3700
9094308 118,943.05 9.6300 .5000 9.1300 .0800 .0000 .0000 .0000 .0000 9.0500 .0000 9.0500
9094312 16,978.10 10.1700 .5000 9.6700 .0800 .0000 .0000 .0000 .0000 9.5900 .0000 9.5900
9094332 123,914.23 7.8500 .5000 7.3500 .0800 .0000 .0000 1.2200 .0000 6.0500 .0000 6.0500
9094344 69,649.22 7.7400 .5000 7.2400 .0800 .0000 .0000 1.2200 .0000 5.9400 .0000 5.9400
9094360 110,401.59 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9094370 50,932.97 8.1200 .5000 7.6200 .0800 .0000 .0000 .0000 .0000 7.5400 .0000 7.5400
9094382 52,128.90 9.7400 .5000 9.2400 .0800 .0000 .0000 1.2200 .0000 7.9400 .0000 7.9400
9094406 63,687.68 9.5500 .5000 9.0500 .0800 .0000 .0000 .0000 .0000 8.9700 .0000 8.9700
9094412 179,884.04 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9094468 97,139.27 8.3500 .5000 7.8500 .0800 .0000 .0000 1.2200 .0000 6.5500 .0000 6.5500
9094484 51,963.42 9.5500 .5000 9.0500 .0800 .0000 .0000 1.2200 .0000 7.7500 .0000 7.7500
9094498 49,782.61 8.0500 .5000 7.5500 .0800 .0000 .0000 .0000 .0000 7.4700 .0000 7.4700
9094502 62,869.84 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9094526 31,049.49 10.0500 .5000 9.5500 .0800 .0000 .0000 1.2200 .0000 8.2500 .0000 8.2500
9094566 71,595.20 8.3500 .5000 7.8500 .0800 .0000 .0000 .0000 .0000 7.7700 .0000 7.7700
9094610 67,422.03 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9094640 64,418.22 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9094734 79,890.88 8.1500 .5000 7.6500 .0800 .0000 .0000 1.2200 .0000 6.3500 .0000 6.3500
9094802 149,745.02 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9094804 58,169.27 9.6500 .5000 9.1500 .0800 .0000 .0000 1.2200 .0000 7.8500 .0000 7.8500
9094806 97,097.75 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9094914 44,955.08 9.4500 .5000 8.9500 .0800 .0000 .0000 .0000 .0000 8.8700 .0000 8.8700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 28
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9095010 111,297.39 7.4500 .5000 6.9500 .0800 .0000 .0000 1.2200 .0000 5.6500 .0000 5.6500
9095012 38,232.71 9.9000 .5000 9.4000 .0800 .0000 .0000 1.2200 .0000 8.1000 .0000 8.1000
9095014 46,381.15 10.4000 .5000 9.9000 .0800 .0000 .0000 .0000 .0000 9.8200 .0000 9.8200
9095032 106,074.78 8.6500 .5000 8.1500 .0800 .0000 .0000 .0000 .0000 8.0700 .0000 8.0700
9095040 34,670.84 9.3500 .5000 8.8500 .0800 .0000 .0000 1.2200 .0000 7.5500 .0000 7.5500
9095058 57,544.28 9.6000 .5000 9.1000 .0800 .0000 .0000 1.2200 .0000 7.8000 .0000 7.8000
9095062 49,745.28 9.4500 .5000 8.9500 .0800 .0000 .0000 1.2200 .0000 7.6500 .0000 7.6500
9095102 71,565.64 7.5500 .2500 7.3000 .0800 .0000 .0000 .0000 .0000 7.2200 .0000 7.2200
9095140 131,324.73 8.0500 .5000 7.5500 .0800 .0000 .0000 1.2200 .0000 6.2500 .0000 6.2500
9095150 161,452.00 7.9250 .2500 7.6750 .0800 .0000 .0000 1.2200 .0000 6.3750 .0000 6.3750
9095178 67,923.86 8.9000 .5000 8.4000 .0800 .0000 .0000 .0000 .0000 8.3200 .0000 8.3200
9095288 204,644.93 7.4000 .5000 6.9000 .0800 .0000 .0000 1.2200 .0000 5.6000 .0000 5.6000
9095318 89,835.24 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9095352 62,960.23 8.3000 .5000 7.8000 .0800 .0000 .0000 1.2200 .0000 6.5000 .0000 6.5000
9095400 110,878.36 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9095410 49,970.02 8.5500 .5000 8.0500 .0800 .0000 .0000 .0000 .0000 7.9700 .0000 7.9700
9095452 89,719.03 8.7000 .5000 8.2000 .0800 .0000 .0000 1.2200 .0000 6.9000 .0000 6.9000
9095614 87,583.06 8.4000 .5000 7.9000 .0800 .0000 .0000 .0000 .0000 7.8200 .0000 7.8200
9095642 131,221.26 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9095704 98,710.72 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9095754 66,459.92 8.5250 .2500 8.2750 .0800 .0000 .0000 1.2200 .0000 6.9750 .0000 6.9750
9095808 247,000.00 7.7800 .2500 7.5300 .0800 .0000 .0000 1.2200 .0000 6.2300 .0000 6.2300
9095820 145,222.12 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9096230 55,975.17 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9096266 166,382.48 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9096284 79,940.63 7.5000 .5000 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9096300 103,882.85 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9096304 49,955.88 6.6250 .2500 6.3750 .0800 .0000 .0000 1.2200 .0000 5.0750 .0000 5.0750
9096354 147,903.18 8.1250 .5000 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9096394 90,450.57 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9096448 54,961.18 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9096458 81,549.28 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9096542 112,566.32 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9096544 94,945.34 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9096562 82,938.40 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9096570 124,894.99 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9096600 28,982.44 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9096612 119,901.64 7.0000 .2500 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9096654 66,955.05 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9096660 107,915.75 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9096678 176,384.54 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9096680 94,703.52 7.1250 .2500 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9096702 66,942.32 6.7500 .2500 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9096720 127,742.89 6.6250 .2500 6.3750 .0800 .0000 .0000 1.2200 .0000 5.0750 .0000 5.0750
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 29
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9096734 67,103.79 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9096894 105,537.98 8.6500 .5000 8.1500 .0800 .0000 .0000 .0000 .0000 8.0700 .0000 8.0700
9096948 119,622.89 8.2000 .5000 7.7000 .0800 .0000 .0000 .0000 .0000 7.6200 .0000 7.6200
9097052 115,922.16 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9097132 53,968.12 8.6250 .2500 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9097170 50,373.18 9.1250 .5000 8.6250 .0800 .0000 .0000 .0000 .0000 8.5450 .0000 8.5450
9097182 57,565.11 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9097214 54,872.79 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9097286 85,373.98 7.3750 .5000 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9097334 131,170.49 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9097336 89,190.00 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9097350 49,977.17 9.8500 .5000 9.3500 .0800 .0000 .0000 1.2200 .0000 8.0500 .0000 8.0500
9097356 79,849.05 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9097406 135,917.61 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9097418 119,906.39 7.2500 .5000 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9097424 183,882.67 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9097436 78,796.99 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9097448 120,853.61 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9097454 69,948.04 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9097492 211,115.29 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9097572 67,161.34 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9097576 61,028.95 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9097688 145,665.48 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9097690 86,000.00 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9097888 74,000.00 7.9500 .5000 7.4500 .0800 .0000 .0000 .0000 .0000 7.3700 .0000 7.3700
9097890 339,689.63 6.4500 .5000 5.9500 .0800 .0000 .0000 .0000 .0000 5.8700 .0000 5.8700
9097892 73,881.17 6.3500 .5000 5.8500 .0800 .0000 .0000 .0000 .0000 5.7700 .0000 5.7700
9097894 224,853.57 8.1500 .5000 7.6500 .0800 .0000 .0000 .0000 .0000 7.5700 .0000 7.5700
9097896 60,000.00 6.8000 .5000 6.3000 .0800 .0000 .0000 .0000 .0000 6.2200 .0000 6.2200
9097898 113,500.00 6.9000 .5000 6.4000 .0800 .0000 .0000 .0000 .0000 6.3200 .0000 6.3200
9097900 184,000.00 6.9900 .5000 6.4900 .0800 .0000 .0000 .0000 .0000 6.4100 .0000 6.4100
9097926 31,400.00 9.8500 .5000 9.3500 .0800 .0000 .0000 .0000 .0000 9.2700 .0000 9.2700
9097928 22,200.00 10.8500 .5000 10.3500 .0800 .0000 .0000 .0000 .0000 10.2700 .0000 10.2700
9098886 59,818.79 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9098928 195,191.08 8.9000 .2500 8.6500 .0800 .0000 .0000 1.2200 .0000 7.3500 .0000 7.3500
9098980 80,641.86 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9098982 121,422.52 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9098984 89,910.40 6.0000 .5000 5.5000 .0800 .0000 .0000 .0000 .0000 5.4200 .0000 5.4200
9098986 138,430.71 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9098990 105,518.07 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9098992 98,914.77 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9098996 199,878.84 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9098998 116,865.99 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9099006 67,404.41 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 30
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9099008 132,530.13 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9099010 107,915.75 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9099014 93,564.76 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9099016 61,172.93 10.0000 .5000 9.5000 .0800 .0000 .0000 .0000 .0000 9.4200 .0000 9.4200
9099018 75,664.94 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9099020 76,087.68 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9099192 18,740.01 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099196 13,422.41 13.7400 .5000 13.2400 .0800 .0000 .0000 .0000 .0000 13.1600 .0000 13.1600
9099202 17,130.87 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099206 12,693.23 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099210 16,990.94 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099214 9,998.17 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099218 9,994.67 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099222 19,196.07 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099248 19,176.50 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099280 22,055.49 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099286 20,496.26 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099292 16,097.06 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099298 28,974.07 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099302 33,188.78 10.4900 .5000 9.9900 .0800 .0000 .0000 .0000 .0000 9.9100 .0000 9.9100
9099306 18,667.59 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099310 33,152.78 11.2400 .5000 10.7400 .0800 .0000 .0000 .0000 .0000 10.6600 .0000 10.6600
9099318 15,996.73 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099322 18,145.34 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9099326 21,588.49 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099330 24,804.69 13.2900 .5000 12.7900 .0800 .0000 .0000 .0000 .0000 12.7100 .0000 12.7100
9099368 26,170.05 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099372 25,989.08 10.2400 .5000 9.7400 .0800 .0000 .0000 .0000 .0000 9.6600 .0000 9.6600
9099380 26,394.60 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099388 49,990.88 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099392 15,252.22 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099410 18,842.17 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9099412 9,998.17 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099414 22,178.96 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099418 18,881.56 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099422 14,082.28 13.7400 .5000 13.2400 .0800 .0000 .0000 .0000 .0000 13.1600 .0000 13.1600
9099424 39,928.72 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099426 37,591.85 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9099428 9,994.67 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9099430 25,262.39 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099438 23,306.43 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9099442 26,889.29 10.4900 .5000 9.9900 .0800 .0000 .0000 .0000 .0000 9.9100 .0000 9.9100
9099450 24,739.02 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9099454 18,028.71 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 31
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9099456 14,247.08 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099458 9,997.96 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099460 23,775.14 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099464 24,437.95 9.4900 .5000 8.9900 .0800 .0000 .0000 .0000 .0000 8.9100 .0000 8.9100
9099466 38,695.73 10.2400 .5000 9.7400 .0800 .0000 .0000 .0000 .0000 9.6600 .0000 9.6600
9099468 23,095.27 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9099472 11,727.86 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099474 59,474.99 10.2400 .5000 9.7400 .0800 .0000 .0000 .0000 .0000 9.6600 .0000 9.6600
9099476 11,047.98 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9099698 51,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9099840 58,268.48 9.0500 .5000 8.5500 .0800 .0000 .0000 .0000 .0000 8.4700 .0000 8.4700
9099846 230,835.31 7.7000 .5000 7.2000 .0800 .0000 .0000 1.2200 .0000 5.9000 .0000 5.9000
9099854 63,750.00 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9100140 41,378.53 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9100150 23,988.35 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9100154 30,889.57 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9100162 45,300.99 10.2500 .5000 9.7500 .0800 .0000 .0000 .0000 .0000 9.6700 .0000 9.6700
9100164 25,787.96 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9100166 16,993.93 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9100168 25,971.69 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9100208 29,988.70 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9100210 15,392.82 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9100214 34,974.02 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9100216 17,390.79 9.1500 .5000 8.6500 .0800 .0000 .0000 .0000 .0000 8.5700 .0000 8.5700
9100220 31,186.16 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9100222 113,923.18 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9100224 17,990.66 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9100226 36,734.85 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9100228 38,886.83 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9100230 59,483.77 7.2500 .5000 6.7500 .0800 .0000 .0000 .0000 .0000 6.6700 .0000 6.6700
9100232 24,947.53 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9100236 164,240.50 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9100238 49,982.13 10.9900 .5000 10.4900 .0800 .0000 .0000 .0000 .0000 10.4100 .0000 10.4100
9100244 49,890.03 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9100246 28,329.89 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9100390 64,338.94 9.6250 .5000 9.1250 .0800 .0000 .0000 1.2200 .0000 7.8250 .0000 7.8250
9100400 52,144.20 9.1500 .5000 8.6500 .0800 .0000 .0000 1.2200 .0000 7.3500 .0000 7.3500
9100452 49,972.11 8.9000 .5000 8.4000 .0800 .0000 .0000 .0000 .0000 8.3200 .0000 8.3200
9100458 76,360.76 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9100486 62,825.86 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9100496 238,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9100650 51,997.08 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9100766 60,500.00 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9100770 49,711.13 7.0000 .5000 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 32
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9100782 137,010.33 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9100784 118,677.44 10.0000 .5000 9.5000 .0800 .0000 .0000 .0000 .0000 9.4200 .0000 9.4200
9100788 120,430.97 6.8750 .5000 6.3750 .0800 .0000 .0000 .0000 .0000 6.2950 .0000 6.2950
9100796 26,985.23 8.9900 .2500 8.7400 .0800 .0000 .0000 1.2200 .0000 7.4400 .0000 7.4400
9100848 52,810.78 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9100962 49,587.27 8.7000 .2500 8.4500 .0800 .0000 .0000 1.2200 .0000 7.1500 .0000 7.1500
9100982 69,460.48 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9101020 23,944.70 10.5000 .5000 10.0000 .0800 .0000 .0000 1.2200 .0000 8.7000 .0000 8.7000
9101056 54,266.25 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9101082 58,471.23 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9101088 64,962.60 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9101096 66,847.46 9.1250 .5000 8.6250 .0800 .0000 .0000 1.2200 .0000 7.3250 .0000 7.3250
9101126 111,933.87 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9101148 87,619.88 8.7000 .5000 8.2000 .0800 .0000 .0000 1.2200 .0000 6.9000 .0000 6.9000
9101210 161,322.90 9.0000 .2500 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9101214 35,462.00 10.6250 .5000 10.1250 .0800 .0000 .0000 .0000 .0000 10.0450 .0000 10.0450
9102222 99,940.96 8.6250 .2500 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9102248 91,944.27 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9102608 28,222.83 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9102618 34,787.37 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9102650 34,189.07 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9102660 29,979.65 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9102668 27,587.12 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9102690 17,391.88 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9102702 17,790.77 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9102714 45,976.15 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9102726 24,948.35 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9102738 16,392.34 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9102750 29,966.01 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9102776 49,982.16 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9103352 51,973.04 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9103410 63,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9103494 58,100.00 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9103698 135,960.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9103846 129,910.54 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9103892 149,864.32 6.2500 .5000 5.7500 .0800 .0000 .0000 1.2200 .0000 4.4500 .0000 4.4500
9103908 98,406.54 6.2500 .2500 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9104264 90,950.00 7.1250 .2500 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9104380 111,650.47 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9104466 64,959.60 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9104726 70,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9104804 101,074.93 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9104994 54,000.00 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9105046 102,313.97 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 33
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9105060 77,786.81 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9105092 57,420.00 8.7500 .5000 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9105138 124,987.97 7.2500 .2500 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9105262 146,599.06 7.8760 .2500 7.6260 .0800 .0000 .0000 1.2200 .0000 6.3260 .0000 6.3260
9105270 197,357.06 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9105334 249,844.61 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9105362 233,501.34 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9105378 163,945.39 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9105412 68,358.56 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9105418 59,651.76 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9105432 39,880.25 7.6000 .2500 7.3500 .0800 .0000 .0000 .0000 .0000 7.2700 .0000 7.2700
9105444 82,583.58 7.1000 .2500 6.8500 .0800 .0000 .0000 1.2200 .0000 5.5500 .0000 5.5500
9105458 63,710.58 8.4000 .2500 8.1500 .0800 .0000 .0000 1.2200 .0000 6.8500 .0000 6.8500
9105480 63,716.60 9.2000 .5000 8.7000 .0800 .0000 .0000 .0000 .0000 8.6200 .0000 8.6200
9105602 133,854.57 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9105616 363,729.86 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9105632 71,951.59 7.9900 .5000 7.4900 .0800 .0000 .0000 .0000 .0000 7.4100 .0000 7.4100
9105646 248,750.89 7.4900 .2500 7.2400 .0800 .0000 .0000 1.2200 .0000 5.9400 .0000 5.9400
9105662 322,657.92 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9105672 305,167.22 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9105686 118,603.44 8.9900 .5000 8.4900 .0800 .0000 .0000 .0000 .0000 8.4100 .0000 8.4100
9105710 158,763.26 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9105720 199,525.50 7.9900 .5000 7.4900 .0800 .0000 .0000 .0000 .0000 7.4100 .0000 7.4100
9105794 250,853.13 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9105796 64,952.15 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9105882 229,088.77 10.0000 .5000 9.5000 .0800 .0000 .0000 1.2200 .0000 8.2000 .0000 8.2000
9106048 63,711.38 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9106172 122,400.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9106410 76,452.45 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9106456 144,684.21 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9106774 79,000.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9106846 25,200.00 9.0000 .5000 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9106852 71,772.65 6.9900 .2500 6.7400 .0800 .0000 .0000 1.2200 .0000 5.4400 .0000 5.4400
9106870 55,972.45 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9106872 78,400.00 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9106894 105,400.00 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9106896 280,000.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9106900 80,100.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9106912 102,400.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9106932 188,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9107034 77,425.00 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9107048 104,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9107094 50,000.00 7.2500 .5000 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9107248 52,214.04 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 34
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9107254 94,500.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9107260 85,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9107272 135,150.00 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9107292 76,000.00 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9107300 90,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9107314 118,000.00 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9107330 62,959.83 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9107342 128,100.00 7.8750 .5000 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9107476 161,000.00 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9107534 50,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9107706 158,906.12 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9107712 70,850.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9108092 120,912.41 7.6250 .5000 7.1250 .0800 .0000 .0000 .0000 .0000 7.0450 .0000 7.0450
9108258 59,355.44 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9108328 76,847.65 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9108338 108,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9108886 50,400.00 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9109110 115,942.94 9.5000 .5000 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9109140 56,773.50 9.7500 .5000 9.2500 .0800 .0000 .0000 1.2200 .0000 7.9500 .0000 7.9500
9109260 78,453.66 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9109338 52,669.37 8.7000 .2500 8.4500 .0800 .0000 .0000 1.2200 .0000 7.1500 .0000 7.1500
9109342 201,830.29 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9109344 19,946.62 8.8900 .5000 8.3900 .0800 .0000 .0000 .0000 .0000 8.3100 .0000 8.3100
9109366 53,973.43 9.5000 .5000 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9109382 51,735.44 9.2750 .5000 8.7750 .0800 .0000 .0000 .0000 .0000 8.6950 .0000 8.6950
9109416 62,050.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9109476 133,300.00 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9109532 51,000.00 7.0000 .5000 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9109544 49,884.80 10.5000 .5000 10.0000 .0800 .0000 .0000 .0000 .0000 9.9200 .0000 9.9200
9109550 64,352.84 10.9000 .5000 10.4000 .0800 .0000 .0000 .0000 .0000 10.3200 .0000 10.3200
9109552 52,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9109650 62,008.37 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9109750 75,550.54 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9110366 62,898.94 7.1250 .5000 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9110368 80,547.84 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9110460 85,975.00 8.8750 .2500 8.6250 .0800 .0000 .0000 .0000 .0000 8.5450 .0000 8.5450
9110468 81,168.59 10.6250 .5000 10.1250 .0800 .0000 .0000 .0000 .0000 10.0450 .0000 10.0450
9110486 74,790.37 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9110496 51,969.29 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9110566 123,926.79 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9110614 126,282.04 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9110686 163,382.25 7.6500 .2500 7.4000 .0800 .0000 .0000 1.2200 .0000 6.1000 .0000 6.1000
9110852 80,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9110854 50,976.83 9.8750 .5000 9.3750 .0800 .0000 .0000 1.2200 .0000 8.0750 .0000 8.0750
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 35
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9110862 50,000.00 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9110890 332,698.90 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9110926 59,782.60 7.5000 .5000 7.0000 .0800 .0000 .0000 .0000 .0000 6.9200 .0000 6.9200
9110930 294,816.63 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9110932 142,071.52 7.5500 .2500 7.3000 .0800 .0000 .0000 1.2200 .0000 6.0000 .0000 6.0000
9110972 65,554.62 7.8500 .5000 7.3500 .0800 .0000 .0000 1.2200 .0000 6.0500 .0000 6.0500
9110978 50,700.00 9.2750 .5000 8.7750 .0800 .0000 .0000 .0000 .0000 8.6950 .0000 8.6950
9111018 93,671.24 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9111290 120,000.00 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9111440 65,600.00 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9111442 99,921.99 7.2500 .5000 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9111530 37,800.00 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9111566 88,000.00 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9111624 151,813.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9111630 59,962.71 8.3750 .2500 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9111666 64,600.00 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9111668 82,000.00 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9111678 97,000.00 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9111750 99,932.76 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9111768 80,750.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9111848 102,937.59 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9112000 88,719.49 7.9900 .5000 7.4900 .0800 .0000 .0000 .0000 .0000 7.4100 .0000 7.4100
9112004 17,978.93 10.9000 .5000 10.4000 .0800 .0000 .0000 .0000 .0000 10.3200 .0000 10.3200
9112010 98,915.66 7.0900 .5000 6.5900 .0800 .0000 .0000 1.2200 .0000 5.2900 .0000 5.2900
9112016 26,931.81 9.5000 .5000 9.0000 .0800 .0000 .0000 1.2200 .0000 7.7000 .0000 7.7000
9112020 23,786.38 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9112024 57,214.27 8.3500 .5000 7.8500 .0800 .0000 .0000 1.2200 .0000 6.5500 .0000 6.5500
9112030 98,199.81 9.3500 .5000 8.8500 .0800 .0000 .0000 1.2200 .0000 7.5500 .0000 7.5500
9112032 168,224.80 7.4900 .2500 7.2400 .0800 .0000 .0000 .0000 .0000 7.1600 .0000 7.1600
9112036 49,861.80 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9112040 107,927.39 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9112048 50,360.42 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9112050 99,671.25 7.1900 .2500 6.9400 .0800 .0000 .0000 1.2200 .0000 5.6400 .0000 5.6400
9112146 119,391.97 6.5000 .5000 6.0000 .0800 .0000 .0000 1.2200 .0000 4.7000 .0000 4.7000
9112148 92,598.06 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9112254 50,098.77 8.9900 .2500 8.7400 .0800 .0000 .0000 1.2200 .0000 7.4400 .0000 7.4400
9112264 64,893.04 8.2500 .2500 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9112266 78,000.00 9.8750 .5000 9.3750 .0800 .0000 .0000 .0000 .0000 9.2950 .0000 9.2950
9112272 69,980.84 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9112296 104,865.63 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9112338 49,969.71 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9112342 265,000.00 7.3750 .5000 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9112374 129,901.08 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9112424 61,976.02 10.6250 .5000 10.1250 .0800 .0000 .0000 .0000 .0000 10.0450 .0000 10.0450
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 36
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9112526 99,807.80 6.9900 .2500 6.7400 .0800 .0000 .0000 .0000 .0000 6.6600 .0000 6.6600
9112532 89,554.51 9.3500 .5000 8.8500 .0800 .0000 .0000 1.2200 .0000 7.5500 .0000 7.5500
9112570 96,000.00 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9112624 49,980.13 10.5000 .5000 10.0000 .0800 .0000 .0000 1.2200 .0000 8.7000 .0000 8.7000
9112626 135,681.55 10.3250 .5000 9.8250 .0800 .0000 .0000 1.2200 .0000 8.5250 .0000 8.5250
9112634 70,373.50 10.7500 .5000 10.2500 .0800 .0000 .0000 1.2200 .0000 8.9500 .0000 8.9500
9112668 91,038.43 9.4250 .5000 8.9250 .0800 .0000 .0000 .0000 .0000 8.8450 .0000 8.8450
9113288 112,666.75 9.1500 .5000 8.6500 .0800 .0000 .0000 1.2200 .0000 7.3500 .0000 7.3500
9114336 150,164.13 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9114388 59,798.05 6.2500 .2500 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9114400 32,589.58 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9114404 11,693.93 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9114406 29,584.65 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9114410 11,994.40 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9114416 31,585.99 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9114418 39,000.00 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9114426 24,308.00 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9114438 27,985.48 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9114442 32,838.91 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9114446 40,587.02 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9114460 32,989.45 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9114468 22,489.50 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9114472 19,988.49 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9114476 31,490.00 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9114484 42,000.00 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9114526 28,700.00 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9114530 23,000.00 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9114668 51,929.83 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9114676 150,563.25 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9115144 54,400.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9115150 73,000.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9115156 68,800.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9115160 128,000.00 7.6250 .5000 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9115256 69,250.00 9.6250 .5000 9.1250 .0800 .0000 .0000 1.2200 .0000 7.8250 .0000 7.8250
9115270 37,200.00 10.2500 .5000 9.7500 .0800 .0000 .0000 .0000 .0000 9.6700 .0000 9.6700
9115416 76,500.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9115420 224,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
9115462 176,000.00 8.3750 .5000 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9115504 50,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9115542 59,500.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9115568 52,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9115580 11,496.31 11.4900 .5000 10.9900 .0800 .0000 .0000 .0000 .0000 10.9100 .0000 10.9100
9115588 25,150.00 10.4900 .5000 9.9900 .0800 .0000 .0000 .0000 .0000 9.9100 .0000 9.9100
9115594 20,245.85 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 37
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9115600 23,500.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115604 152,500.00 6.5000 .2500 6.2500 .0800 .0000 .0000 1.2200 .0000 4.9500 .0000 4.9500
9115612 32,367.11 10.4900 .5000 9.9900 .0800 .0000 .0000 .0000 .0000 9.9100 .0000 9.9100
9115614 15,986.72 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115620 10,796.53 12.9900 .5000 12.4900 .0800 .0000 .0000 .0000 .0000 12.4100 .0000 12.4100
9115628 14,994.03 10.4900 .5000 9.9900 .0800 .0000 .0000 .0000 .0000 9.9100 .0000 9.9100
9115632 26,594.56 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115642 36,588.28 11.4900 .5000 10.9900 .0800 .0000 .0000 .0000 .0000 10.9100 .0000 10.9100
9115644 33,000.00 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9115652 71,250.00 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9115654 12,096.79 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115658 71,600.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9115660 45,990.03 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9115666 26,993.07 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9115668 16,746.95 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115672 84,000.00 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9115674 21,333.63 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115678 191,000.00 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9115686 30,586.44 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9115692 40,000.00 11.0000 .5000 10.5000 .0800 .0000 .0000 1.2200 .0000 9.2000 .0000 9.2000
9115696 38,350.00 9.0800 .5000 8.5800 .0800 .0000 .0000 .0000 .0000 8.5000 .0000 8.5000
9115702 29,221.04 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9115708 16,496.99 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115714 22,173.19 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9115720 23,000.00 9.0800 .5000 8.5800 .0800 .0000 .0000 .0000 .0000 8.5000 .0000 8.5000
9115726 12,996.67 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9115808 18,995.65 12.9900 .5000 12.4900 .0800 .0000 .0000 .0000 .0000 12.4100 .0000 12.4100
9115814 28,777.24 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9115824 25,173.54 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9115834 25,905.70 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115840 32,780.05 8.9900 .5000 8.4900 .0800 .0000 .0000 .0000 .0000 8.4100 .0000 8.4100
9115844 89,930.35 7.2900 .2500 7.0400 .0800 .0000 .0000 1.2200 .0000 5.7400 .0000 5.7400
9115852 12,797.67 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115858 29,847.23 13.7400 .5000 13.2400 .0800 .0000 .0000 .0000 .0000 13.1600 .0000 13.1600
9115862 12,597.70 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115864 14,797.30 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115870 31,980.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115874 16,536.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115882 12,000.00 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115888 32,618.33 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115894 21,992.95 11.4900 .5000 10.9900 .0800 .0000 .0000 .0000 .0000 10.9100 .0000 10.9100
9115898 36,680.45 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9115902 11,200.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115906 10,000.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 38
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9115910 15,206.00 12.4900 .5000 11.9900 .0800 .0000 .0000 .0000 .0000 11.9100 .0000 11.9100
9115914 27,351.30 13.2400 .5000 12.7400 .0800 .0000 .0000 .0000 .0000 12.6600 .0000 12.6600
9115920 11,697.86 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115922 16,900.00 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115926 9,997.32 12.2900 .5000 11.7900 .0800 .0000 .0000 .0000 .0000 11.7100 .0000 11.7100
9115930 19,289.72 9.1200 .5000 8.6200 .0800 .0000 .0000 .0000 .0000 8.5400 .0000 8.5400
9115940 30,444.45 13.9900 .5000 13.4900 .0800 .0000 .0000 .0000 .0000 13.4100 .0000 13.4100
9115942 59,200.00 8.1250 .2500 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9115944 24,794.92 13.4900 .5000 12.9900 .0800 .0000 .0000 .0000 .0000 12.9100 .0000 12.9100
9115956 54,264.00 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9116018 97,750.00 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9116088 70,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9116298 130,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9116330 80,701.08 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9116332 147,073.71 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9116334 283,968.00 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9116336 357,009.14 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9116338 213,775.00 5.7500 .5000 5.2500 .0800 .0000 .0000 .0000 .0000 5.1700 .0000 5.1700
9116340 48,455.98 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9116342 146,280.00 7.0000 .5000 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9116344 80,626.36 9.6250 .5000 9.1250 .0800 .0000 .0000 .0000 .0000 9.0450 .0000 9.0450
9116346 171,000.00 6.2500 .5000 5.7500 .0800 .0000 .0000 .0000 .0000 5.6700 .0000 5.6700
9116348 164,854.43 6.6250 .5000 6.1250 .0800 .0000 .0000 .0000 .0000 6.0450 .0000 6.0450
9116354 160,000.00 6.7500 .5000 6.2500 .0800 .0000 .0000 .0000 .0000 6.1700 .0000 6.1700
9116356 84,923.16 6.5000 .5000 6.0000 .0800 .0000 .0000 .0000 .0000 5.9200 .0000 5.9200
9116358 74,965.93 9.8750 .5000 9.3750 .0800 .0000 .0000 .0000 .0000 9.2950 .0000 9.2950
9116360 63,000.00 8.3750 .5000 7.8750 .0800 .0000 .0000 .0000 .0000 7.7950 .0000 7.7950
9116362 95,000.00 7.3750 .5000 6.8750 .0800 .0000 .0000 .0000 .0000 6.7950 .0000 6.7950
9116614 89,336.90 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9116616 131,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9116888 52,464.70 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9116980 113,830.27 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9116982 79,934.30 6.9900 .2500 6.7400 .0800 .0000 .0000 .0000 .0000 6.6600 .0000 6.6600
9117096 114,828.77 7.5000 .2500 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9117126 51,916.17 7.1000 .2500 6.8500 .0800 .0000 .0000 .0000 .0000 6.7700 .0000 6.7700
9117132 54,841.36 9.1250 .5000 8.6250 .0800 .0000 .0000 .0000 .0000 8.5450 .0000 8.5450
9117168 41,943.33 7.9900 .2500 7.7400 .0800 .0000 .0000 .0000 .0000 7.6600 .0000 7.6600
9117412 92,917.21 9.9900 .5000 9.4900 .0800 .0000 .0000 .0000 .0000 9.4100 .0000 9.4100
9117446 50,964.90 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9117454 49,842.26 7.0000 .2500 6.7500 .0800 .0000 .0000 1.2200 .0000 5.4500 .0000 5.4500
9117684 50,469.41 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9117752 287,950.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9117796 237,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9117830 132,000.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 39
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9117880 175,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9119274 191,728.08 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9119290 161,477.04 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9119312 49,981.68 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9119362 112,500.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9119364 59,961.74 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9119552 72,757.01 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9119566 54,567.76 8.6250 .5000 8.1250 .0800 .0000 .0000 .0000 .0000 8.0450 .0000 8.0450
9119652 76,461.37 9.3750 .5000 8.8750 .0800 .0000 .0000 .0000 .0000 8.7950 .0000 8.7950
9119698 149,507.01 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9119950 31,965.08 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9119952 22,117.09 10.9900 .5000 10.4900 .0800 .0000 .0000 .0000 .0000 10.4100 .0000 10.4100
9119956 17,000.00 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9119960 38,000.00 11.2500 .5000 10.7500 .0800 .0000 .0000 .0000 .0000 10.6700 .0000 10.6700
9119962 23,500.00 11.0000 .5000 10.5000 .0800 .0000 .0000 .0000 .0000 10.4200 .0000 10.4200
9119966 33,400.00 9.0800 .5000 8.5800 .0800 .0000 .0000 .0000 .0000 8.5000 .0000 8.5000
9119968 15,700.00 10.2500 .5000 9.7500 .0800 .0000 .0000 .0000 .0000 9.6700 .0000 9.6700
9121254 93,906.42 6.0000 .5000 5.5000 .0800 .0000 .0000 1.2200 .0000 4.2000 .0000 4.2000
9121518 87,756.75 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9121524 63,961.14 8.4900 .2500 8.2400 .0800 .0000 .0000 1.2200 .0000 6.9400 .0000 6.9400
9121640 63,400.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9121662 96,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9121750 111,220.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9121756 58,000.00 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9121868 55,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9121884 54,594.00 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9121892 16,884.60 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9121900 95,919.35 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9121980 135,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9121982 22,752.15 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9121994 102,750.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9121996 75,225.00 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9122118 120,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9122218 61,400.00 7.6250 .5000 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9122260 144,000.00 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9122368 100,000.00 8.7500 .2500 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9122384 84,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9122404 68,000.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9122414 63,000.00 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9122468 61,600.00 8.5000 .5000 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9122484 124,880.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9122508 50,800.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9122580 53,000.00 6.7500 .2500 6.5000 .0800 .0000 .0000 .0000 .0000 6.4200 .0000 6.4200
9122596 102,950.00 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 40
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9122904 60,018.58 9.7500 .5000 9.2500 .0800 .0000 .0000 .0000 .0000 9.1700 .0000 9.1700
9122966 49,972.63 8.9900 .5000 8.4900 .0800 .0000 .0000 .0000 .0000 8.4100 .0000 8.4100
9123206 59,961.74 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9123242 49,726.55 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9123386 63,961.23 8.5000 .2500 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9124178 50,000.00 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9124250 12,195.40 10.7500 .5000 10.2500 .0800 .0000 .0000 .0000 .0000 10.1700 .0000 10.1700
9125334 79,102.70 8.4500 .5000 7.9500 .0800 .0000 .0000 .0000 .0000 7.8700 .0000 7.8700
9125540 143,785.59 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9126292 262,500.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9127410 82,450.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9127530 119,330.47 7.3500 .2500 7.1000 .0800 .0000 .0000 1.2200 .0000 5.8000 .0000 5.8000
9127726 64,413.15 7.9900 .2500 7.7400 .0800 .0000 .0000 1.2200 .0000 6.4400 .0000 6.4400
9127892 61,100.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9128012 146,500.00 8.2500 .5000 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9128014 75,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9128024 79,050.00 7.6250 .2500 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9128058 67,461.16 8.7500 .2500 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9128062 67,500.00 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9128122 64,500.00 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9128130 215,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9128402 169,600.00 7.8750 .5000 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9128416 107,000.00 6.7500 .2500 6.5000 .0800 .0000 .0000 1.2200 .0000 5.2000 .0000 5.2000
9128418 120,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9128494 51,300.00 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9128500 50,000.00 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9128508 90,750.00 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9128554 58,500.00 6.3750 .2500 6.1250 .0800 .0000 .0000 1.2200 .0000 4.8250 .0000 4.8250
9128560 70,400.00 9.0000 .5000 8.5000 .0800 .0000 .0000 1.2200 .0000 7.2000 .0000 7.2000
9128574 144,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9128634 84,000.00 7.6250 .5000 7.1250 .0800 .0000 .0000 .0000 .0000 7.0450 .0000 7.0450
9128646 75,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9128652 37,200.00 10.8750 .5000 10.3750 .0800 .0000 .0000 .0000 .0000 10.2950 .0000 10.2950
9128656 56,500.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9128666 60,000.00 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9128670 56,104.67 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9128686 102,000.00 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9128730 96,050.00 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9128850 97,750.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9128854 50,600.00 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9128860 101,700.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9129128 110,500.00 8.6250 .5000 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
9131434 142,500.00 7.9900 .5000 7.4900 .0800 .0000 .0000 1.2200 .0000 6.1900 .0000 6.1900
9132014 55,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 41
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9132058 129,650.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9132078 25,200.00 11.5000 .5000 11.0000 .0800 .0000 .0000 .0000 .0000 10.9200 .0000 10.9200
9132168 90,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9132182 122,850.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9132232 81,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9132264 25,000.00 9.3750 .5000 8.8750 .0800 .0000 .0000 .0000 .0000 8.7950 .0000 8.7950
9132270 115,000.00 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9132312 184,000.00 7.3750 .5000 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9132386 124,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9132480 93,500.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9132526 51,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9132534 55,000.00 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9132564 171,000.00 7.7500 .5000 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9132578 84,050.00 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9132658 68,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 1.2200 .0000 5.3250 .0000 5.3250
9132814 53,000.00 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9132968 58,050.00 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9132986 122,550.00 7.8750 .2500 7.6250 .0800 .0000 .0000 .0000 .0000 7.5450 .0000 7.5450
9133870 72,100.00 10.8500 .5000 10.3500 .0800 .0000 .0000 .0000 .0000 10.2700 .0000 10.2700
9134410 119,939.40 9.3750 .5000 8.8750 .0800 .0000 .0000 .0000 .0000 8.7950 .0000 8.7950
9135386 67,200.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9135772 54,964.93 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9136290 134,800.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9136690 157,250.00 8.8750 .2500 8.6250 .0800 .0000 .0000 1.2200 .0000 7.3250 .0000 7.3250
9136980 63,450.00 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9137018 144,900.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9137020 148,000.00 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9137066 300,000.00 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9137076 40,000.00 8.8750 .5000 8.3750 .0800 .0000 .0000 .0000 .0000 8.2950 .0000 8.2950
9137080 23,000.00 9.6250 .5000 9.1250 .0800 .0000 .0000 .0000 .0000 9.0450 .0000 9.0450
9137186 180,600.00 7.5000 .5000 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9137188 54,800.00 6.6250 .2500 6.3750 .0800 .0000 .0000 .0000 .0000 6.2950 .0000 6.2950
9137234 51,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9137256 50,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9137270 158,525.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9137284 50,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9137494 161,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9137520 62,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9137524 64,000.00 7.7500 .5000 7.2500 .0800 .0000 .0000 .0000 .0000 7.1700 .0000 7.1700
9137532 28,800.00 8.6250 .2500 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9137570 92,250.00 8.7500 .5000 8.2500 .0800 .0000 .0000 .0000 .0000 8.1700 .0000 8.1700
9138658 106,700.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9139896 58,600.00 8.2500 .2500 8.0000 .0800 .0000 .0000 1.2200 .0000 6.7000 .0000 6.7000
9139980 80,000.00 8.3750 .2500 8.1250 .0800 .0000 .0000 1.2200 .0000 6.8250 .0000 6.8250
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 42
AT : 13.32.55 FIXED PASSTHRU REPORT AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
RFC CURR SUB- RFC MSTR MTG RT POST
LOAN PRINCIPAL NOTE SERV NET SERV MISC (INVSTR STRIP
NUMBER BALANCE RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
-------- ----------- ------- ----- -------- ------ ------- ----- ----- ------- ------- ------- --------
9140010 165,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9140118 256,500.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9140176 60,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9140448 225,000.00 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9140466 81,000.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9141056 140,000.00 8.0000 .5000 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9142818 108,400.00 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9143024 64,546.00 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9143030 150,000.00 7.5000 .2500 7.2500 .0800 .0000 .0000 1.2200 .0000 5.9500 .0000 5.9500
9143054 180,000.00 8.2500 .5000 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9143108 82,000.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9143212 208,000.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9143262 138,750.00 7.8750 .5000 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9143274 89,000.00 9.2500 .5000 8.7500 .0800 .0000 .0000 .0000 .0000 8.6700 .0000 8.6700
9143330 108,500.00 9.0000 .5000 8.5000 .0800 .0000 .0000 .0000 .0000 8.4200 .0000 8.4200
9143392 74,500.00 7.7500 .2500 7.5000 .0800 .0000 .0000 .0000 .0000 7.4200 .0000 7.4200
9143394 63,000.00 7.6250 .2500 7.3750 .0800 .0000 .0000 1.2200 .0000 6.0750 .0000 6.0750
9143404 25,000.00 9.5000 .5000 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9143416 54,300.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9143442 73,000.00 6.8750 .2500 6.6250 .0800 .0000 .0000 .0000 .0000 6.5450 .0000 6.5450
9143446 96,000.00 7.1250 .2500 6.8750 .0800 .0000 .0000 1.2200 .0000 5.5750 .0000 5.5750
9143544 40,000.00 9.2500 .2500 9.0000 .0800 .0000 .0000 .0000 .0000 8.9200 .0000 8.9200
9143656 99,000.00 8.1250 .2500 7.8750 .0800 .0000 .0000 1.2200 .0000 6.5750 .0000 6.5750
9146128 101,000.00 7.5000 .5000 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9146172 119,200.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9146326 83,600.00 7.8750 .2500 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9146342 102,000.00 8.5000 .5000 8.0000 .0800 .0000 .0000 .0000 .0000 7.9200 .0000 7.9200
9146348 82,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9146350 102,000.00 7.3750 .2500 7.1250 .0800 .0000 .0000 1.2200 .0000 5.8250 .0000 5.8250
9146366 30,000.00 8.5000 .2500 8.2500 .0800 .0000 .0000 1.2200 .0000 6.9500 .0000 6.9500
9146416 304,500.00 8.1250 .5000 7.6250 .0800 .0000 .0000 1.2200 .0000 6.3250 .0000 6.3250
9146426 180,000.00 7.7500 .2500 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9146488 109,000.00 8.0000 .5000 7.5000 .0800 .0000 .0000 1.2200 .0000 6.2000 .0000 6.2000
9147608 96,000.00 8.0000 .2500 7.7500 .0800 .0000 .0000 1.2200 .0000 6.4500 .0000 6.4500
9147932 73,500.00 8.0000 .2500 7.7500 .0800 .0000 .0000 .0000 .0000 7.6700 .0000 7.6700
9151208 121,975.00 8.8750 .5000 8.3750 .0800 .0000 .0000 1.2200 .0000 7.0750 .0000 7.0750
9151908 122,000.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
9152022 110,500.00 9.2500 .5000 8.7500 .0800 .0000 .0000 1.2200 .0000 7.4500 .0000 7.4500
9152296 160,000.00 7.8750 .5000 7.3750 .0800 .0000 .0000 .0000 .0000 7.2950 .0000 7.2950
9152496 138,700.00 7.2500 .2500 7.0000 .0800 .0000 .0000 1.2200 .0000 5.7000 .0000 5.7000
TOTAL NUMBER OF LOANS: 1,844
TOTAL BALANCE........: 200,000,078.02
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM PAGE : 1
AT : 13.31.58 INITIAL SECURITY FEES AMORTIZED BALANCE RFFSDFIX-01
SERIES : RASC 2004-KS3 FIXED FIXED SUMMARY REPORT CUT-OFF DATE: 03/01/04
POOL : 0004810
:
POOL STATUS: F
NET
CURR SUB- RFC MSTR MTG RT POST
NOTE SERV NET SERV MISC (INVSTR STRIP
RATE FEE RATE FEE ALL EXP EXP LPMI SPREAD RATE) STRIP RATE
--------- ------ ------- ------ ------- ------ ----- -------- ------- ------- -------
WEIGHTED AVERAGES: 7.5423 .3867 7.1556 .0800 .0000 .0000 .6533 .0000 6.4223 .0000 6.4223
RANGE OF FEES/RATES:
FROM 5.4500 .2500 4.9500 .0800 .0000 .0000 .0000 .0000 3.9500 .0000 3.9500
TO 13.9900 .5000 13.4900 .0800 .0000 .0000 1.2200 .0000 13.4100 .0000 13.4100
TOTAL NUMBER OF LOANS: 1,844
TOTAL BALANCE........: 200,000,078.02
LOANS W/ INV RATE > PASSTHRU: 0
***************************
* END OF REPORT *
***************************
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.31.58 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RASC 2004-KS3 FIXED CUTOFF : 03/01/04
POOL : 0004810
:
:
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
-------------------------------------------------------------------------------
1994173 .5000
51,066.78 .0800
13.1250 .0000
12.6250 .0000
12.5450 .0000
12.5450 .0000
4057144 .5000
40,295.91 .0800
10.8750 .0000
10.3750 .0000
9.0750 .0000
9.0750 .0000
5475657 .5000
13,243.87 .0800
9.0000 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8406789 .5000
48,298.10 .0800
9.2500 .0000
8.7500 .0000
8.6700 .0000
8.6700 .0000
8479736 .2500
66,260.84 .0800
7.0000 .0000
6.7500 .0000
5.4500 .0000
5.4500 .0000
8509948 .2500
76,104.38 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
1
8510820 .2500
82,759.56 .0800
7.5000 .0000
7.2500 .0000
5.9500 .0000
5.9500 .0000
8515900 .2500
74,650.71 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
8547218 .2500
87,868.03 .0800
5.9500 .0000
5.7000 .0000
4.4000 .0000
4.4000 .0000
8561674 .2500
92,214.35 .0800
6.7500 .0000
6.5000 .0000
5.2000 .0000
5.2000 .0000
8621384 .2500
81,705.71 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8623216 .2500
198,226.88 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
8636290 .2500
119,224.09 .0800
6.7500 .0000
6.5000 .0000
5.2000 .0000
5.2000 .0000
8679044 .2500
66,395.37 .0800
8.5000 .0000
8.2500 .0000
6.9500 .0000
6.9500 .0000
1
8679126 .2500
74,127.31 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
8689172 .2500
130,599.15 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8692268 .2500
127,824.82 .0800
8.1250 .0000
7.8750 .0000
6.5750 .0000
6.5750 .0000
8714142 .2500
70,850.86 .0800
7.0000 .0000
6.7500 .0000
5.4500 .0000
5.4500 .0000
8715554 .2500
59,022.90 .0800
7.4000 .0000
7.1500 .0000
7.0700 .0000
7.0700 .0000
8716428 .5000
68,568.81 .0800
8.9900 .0000
8.4900 .0000
8.4100 .0000
8.4100 .0000
8741348 .2500
139,511.89 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8746768 .5000
101,207.55 .0800
6.9750 .0000
6.4750 .0000
5.1750 .0000
5.1750 .0000
1
8766540 .5000
66,777.90 .0800
8.1250 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8796543 .2500
148,714.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
8796864 .5000
14,951.00 .0800
10.1500 .0000
9.6500 .0000
9.5700 .0000
9.5700 .0000
8799902 .5000
70,472.47 .0800
8.3750 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
8819014 .5000
69,840.58 .0800
9.2500 .0000
8.7500 .0000
8.6700 .0000
8.6700 .0000
8820648 .2500
66,305.88 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
8820808 .2500
110,830.30 .0800
8.7500 .0000
8.5000 .0000
7.2000 .0000
7.2000 .0000
8823140 .2500
119,779.21 .0800
9.8750 .0000
9.6250 .0000
8.3250 .0000
8.3250 .0000
1
8830800 .5000
20,774.59 .0800
10.2400 .0000
9.7400 .0000
9.6600 .0000
9.6600 .0000
8846008 .2500
68,834.96 .0800
8.9900 .0000
8.7400 .0000
7.4400 .0000
7.4400 .0000
8869182 .5000
89,853.70 .0800
10.0000 .0000
9.5000 .0000
9.4200 .0000
9.4200 .0000
8895901 .2500
59,510.56 .0800
8.7750 .0000
8.5250 .0000
8.4450 .0000
8.4450 .0000
8895911 .2500
81,858.17 .0800
8.7750 .0000
8.5250 .0000
8.4450 .0000
8.4450 .0000
8896105 .2500
62,377.97 .0800
6.5750 .0000
6.3250 .0000
6.2450 .0000
6.2450 .0000
8896139 .2500
79,854.48 .0800
8.5300 .0000
8.2800 .0000
8.2000 .0000
8.2000 .0000
8897860 .5000
161,528.85 .0800
7.6500 .0000
7.1500 .0000
7.0700 .0000
7.0700 .0000
1
8898171 .2500
213,290.80 .0800
6.9900 .0000
6.7400 .0000
6.6600 .0000
6.6600 .0000
8898236 .5000
51,511.36 .0800
10.2000 .0000
9.7000 .0000
9.6200 .0000
9.6200 .0000
8898468 .5000
181,892.31 .0800
5.4500 .0000
4.9500 .0000
4.8700 .0000
4.8700 .0000
8898478 .5000
132,689.94 .0800
7.3000 .0000
6.8000 .0000
6.7200 .0000
6.7200 .0000
8898942 .5000
139,701.65 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
8899254 .2500
114,732.08 .0800
8.7500 .0000
8.5000 .0000
7.2000 .0000
7.2000 .0000
8900003 .2500
53,491.28 .0800
9.0000 .0000
8.7500 .0000
7.4500 .0000
7.4500 .0000
8903888 .2500
67,858.67 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
1
8907542 .2500
49,908.27 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
8908908 .5000
61,925.43 .0800
10.5000 .0000
10.0000 .0000
9.9200 .0000
9.9200 .0000
8909072 .2500
79,039.52 .0800
8.0000 .0000
7.7500 .0000
6.4500 .0000
6.4500 .0000
8910786 .2500
54,538.43 .0800
7.7000 .0000
7.4500 .0000
6.1500 .0000
6.1500 .0000
8912440 .2500
69,796.39 .0800
7.6500 .0000
7.4000 .0000
6.1000 .0000
6.1000 .0000
8912672 .5000
39,918.67 .0800
9.4000 .0000
8.9000 .0000
8.8200 .0000
8.8200 .0000
8912692 .5000
100,972.71 .0800
7.9500 .0000
7.4500 .0000
6.1500 .0000
6.1500 .0000
8913468 .2500
95,460.91 .0800
7.2000 .0000
6.9500 .0000
5.6500 .0000
5.6500 .0000
1
8913868 .2500
34,717.28 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8913892 .2500
59,299.37 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
8915264 .5000
50,772.64 .0800
8.4300 .0000
7.9300 .0000
6.6300 .0000
6.6300 .0000
8918296 .5000
95,347.07 .0800
6.7000 .0000
6.2000 .0000
6.1200 .0000
6.1200 .0000
8919082 .2500
58,810.04 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
8919588 .2500
56,810.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
8926608 .2500
82,259.58 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.4200 .0000
8927466 .5000
31,200.40 .0800
11.5000 .0000
11.0000 .0000
10.9200 .0000
10.9200 .0000
1
8927640 .5000
21,385.48 .0800
11.2500 .0000
10.7500 .0000
10.6700 .0000
10.6700 .0000
8928678 .2500
77,645.56 .0800
6.8750 .0000
6.6250 .0000
5.3250 .0000
5.3250 .0000
8935212 .2500
28,540.26 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
8936048 .2500
66,158.30 .0800
7.5000 .0000
7.2500 .0000
5.9500 .0000
5.9500 .0000
8938112 .5000
67,372.48 .0800
9.7500 .0000
9.2500 .0000
9.1700 .0000
9.1700 .0000
8942422 .2500
59,925.16 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
8947282 .2500
65,894.14 .0800
7.1250 .0000
6.8750 .0000
5.5750 .0000
5.5750 .0000
8947286 .2500
60,276.62 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1
8947318 .2500
71,239.76 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
8947372 .2500
77,883.86 .0800
7.5000 .0000
7.2500 .0000
5.9500 .0000
5.9500 .0000
8948680 .5000
54,666.74 .0800
7.5000 .0000
7.0000 .0000
5.7000 .0000
5.7000 .0000
8949120 .2500
91,682.53 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
8955602 .2500
79,530.95 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8955678 .2500
78,882.37 .0800
7.5000 .0000
7.2500 .0000
5.9500 .0000
5.9500 .0000
8958334 .2500
63,099.00 .0800
10.5000 .0000
10.2500 .0000
10.1700 .0000
10.1700 .0000
8958572 .2500
57,272.87 .0800
8.9900 .0000
8.7400 .0000
7.4400 .0000
7.4400 .0000
1
8961328 .2500
85,784.35 .0800
8.0000 .0000
7.7500 .0000
6.4500 .0000
6.4500 .0000
8964540 .2500
61,628.42 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
8964800 .2500
70,297.76 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
8965234 .2500
51,297.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
8967658 .2500
64,909.52 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8968290 .2500
53,622.01 .0800
7.6250 .0000
7.3750 .0000
6.0750 .0000
6.0750 .0000
8968296 .2500
84,882.62 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8968446 .2500
63,664.17 .0800
8.0000 .0000
7.7500 .0000
6.4500 .0000
6.4500 .0000
1
8968752 .2500
71,910.19 .0800
8.3750 .0000
8.1250 .0000
6.8250 .0000
6.8250 .0000
8968816 .2500
87,188.27 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
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8968882 .2500
66,215.15 .0800
8.2500 .0000
8.0000 .0000
6.7000 .0000
6.7000 .0000
8968884 .2500
88,877.10 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8968968 .2500
67,601.30 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8969374 .5000
33,949.74 .0800
9.9900 .0000
9.4900 .0000
9.4100 .0000
9.4100 .0000
8969392 .2500
74,804.15 .0800
8.2500 .0000
8.0000 .0000
6.7000 .0000
6.7000 .0000
8970528 .2500
78,888.12 .0800
7.7500 .0000
7.5000 .0000
6.2000 .0000
6.2000 .0000
1
8970840 .2500
63,644.31 .0800
8.9800 .0000
8.7300 .0000
8.6500 .0000
8.6500 .0000
8972108 .2500
79,865.20 .0800
6.8750 .0000
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5.3250 .0000
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8972434 .2500
49,940.76 .0800
8.6250 .0000
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8.2950 .0000
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8972464 .2500
64,824.21 .0800
7.8750 .0000
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6.3250 .0000
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8972600 .2500
55,979.25 .0800
7.3750 .0000
7.1250 .0000
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8973486 .2500
66,002.04 .0800
7.6250 .0000
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8974458 .5000
53,917.57 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
8974570 .2500
112,847.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1
8974602 .2500
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8974882 .2500
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6.7500 .0000
6.5000 .0000
5.2000 .0000
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8977652 .2500
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7.5000 .0000
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1
8978192 .2500
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7.5000 .0000
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8984904 .2500
65,923.78 .0800
8.7500 .0000
8.5000 .0000
7.2000 .0000
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8985610 .2500
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8987218 .2500
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1
8987488 .2500
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8987744 .2500
102,447.24 .0800
7.5000 .0000
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8988430 .5000
59,620.30 .0800
7.0000 .0000
6.5000 .0000
6.4200 .0000
6.4200 .0000
8990704 .2500
49,563.23 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
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64,221.24 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
8991744 .5000
119,765.00 .0800
6.1000 .0000
5.6000 .0000
5.5200 .0000
5.5200 .0000
8992030 .5000
77,791.10 .0800
6.5000 .0000
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5.9200 .0000
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1
8992396 .5000
39,940.43 .0800
7.5000 .0000
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6.9200 .0000
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7.7400 .0000
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7.1600 .0000
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7.8500 .0000
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15,913.78 .0800
10.1000 .0000
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26,031.85 .0800
10.1000 .0000
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113,842.56 .0800
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91,885.22 .0800
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115,822.88 .0800
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1
9000780 .5000
24,161.64 .0800
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9002222 .2500
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9004790 .2500
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9004892 .2500
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9007536 .5000
104,216.15 .0800
6.6500 .0000
6.1500 .0000
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6.0700 .0000
1
9007650 .5000
80,006.04 .0800
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6.5950 .0000
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9007680 .5000
115,245.87 .0800
8.3500 .0000
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18,781.23 .0800
9.4500 .0000
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9008248 .5000
42,550.46 .0800
11.1500 .0000
10.6500 .0000
10.5700 .0000
10.5700 .0000
9008428 .5000
119,426.11 .0800
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6.2000 .0000
6.2000 .0000
9146326 .2500
83,600.00 .0800
7.8750 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
1
9146342 .5000
102,000.00 .0800
8.5000 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
9146348 .2500
82,000.00 .0800
7.2500 .0000
7.0000 .0000
5.7000 .0000
5.7000 .0000
9146350 .2500
102,000.00 .0800
7.3750 .0000
7.1250 .0000
5.8250 .0000
5.8250 .0000
9146366 .2500
30,000.00 .0800
8.5000 .0000
8.2500 .0000
6.9500 .0000
6.9500 .0000
9146416 .5000
304,500.00 .0800
8.1250 .0000
7.6250 .0000
6.3250 .0000
6.3250 .0000
9146426 .2500
180,000.00 .0800
7.7500 .0000
7.5000 .0000
6.2000 .0000
6.2000 .0000
9146488 .5000
109,000.00 .0800
8.0000 .0000
7.5000 .0000
6.2000 .0000
6.2000 .0000
9147608 .2500
96,000.00 .0800
8.0000 .0000
7.7500 .0000
6.4500 .0000
6.4500 .0000
1
9147932 .2500
73,500.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
9151208 .5000
121,975.00 .0800
8.8750 .0000
8.3750 .0000
7.0750 .0000
7.0750 .0000
9151908 .2500
122,000.00 .0800
7.2500 .0000
7.0000 .0000
5.7000 .0000
5.7000 .0000
9152022 .5000
110,500.00 .0800
9.2500 .0000
8.7500 .0000
7.4500 .0000
7.4500 .0000
9152296 .5000
160,000.00 .0800
7.8750 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
9152496 .2500
138,700.00 .0800
7.2500 .0000
7.0000 .0000
5.7000 .0000
5.7000 .0000
TOTAL NUMBER OF LOANS: 1844
TOTAL BALANCE........: 200,000,078.02
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.32.55 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RASC 2004-KS3 FIX FIXED SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004810
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------------------
CURR NOTE RATE 7.5423 5.4500 13.9900
RFC NET RATE 7.1556 4.9500 13.4900
NET MTG RATE(INVSTR RATE) 6.4223 3.9500 13.4100
POST STRIP RATE 6.4223 3.9500 13.4100
SUB SERV FEE .3867 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 1844
TOTAL BALANCE........: 200,000,078.02
***************************
* END OF REPORT *
***************************
1
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.32.55 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RASC 2004-KS3 CUTOFF : 03/01/04
POOL : 0004810
:
:
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 #
______________________________________________________________________________
1994173 J40/R44 F 51,750.00 ZZ
180 51,066.78 1
13.125 577.52 75
12.625 577.52
XXXXXX XX 00000 5 06/28/00 00
0432198224 05 08/01/00 0
1035141 O 07/01/15
0
4057144 A50/R44 F 41,000.00 ZZ
360 40,295.91 1
10.875 386.58 61
10.375 386.58
XXXXXXXXX XX 00000 5 12/14/00 34
0432609212 05 02/01/01 0
701983 O 01/01/31
0
5475657 X20/R44 F 13,500.00 ZZ
360 13,243.87 1
9.000 108.62 16
8.500 108.62
XXXXXXXXX XX 00000 1 07/26/01 00
0433139953 05 09/01/01 0
211908 O 08/01/31
0
8406789 Y55/R44 F 48,900.00 ZZ
360 48,298.10 1
9.250 402.29 71
8.750 402.29
XXXXXXXX XX 00000 1 01/07/03 00
0436361851 05 03/01/03 0
1
385297 O 02/01/33
0
8479736 E82/G02 F 66,650.00 ZZ
360 66,260.84 1
7.000 443.42 78
6.750 443.42
XXXXX XX 00000 2 07/14/03 34
0400866315 03 09/01/03 0
0400866315 O 08/01/33
0
8509948 E82/G02 F 76,500.00 ZZ
360 76,104.38 1
7.625 541.46 85
7.375 541.46
XXXXXXXX XX 00000 2 07/24/03 34
0400865127 05 09/01/03 0
0400865127 O 08/01/33
0
8510820 E22/G02 F 83,200.00 ZZ
360 82,759.56 1
7.500 581.75 80
7.250 581.75
XXXXXXX XX 00000 5 07/24/03 34
0417702149 01 09/01/03 0
0417702149 O 08/01/33
0
8515900 E82/G02 F 75,100.00 ZZ
360 74,650.71 1
6.875 493.35 43
6.625 493.35
XXXXX XX XX 00000 2 07/28/03 00
0400868527 05 09/01/03 0
0400868527 O 08/01/33
0
8547218 P87/G02 F 88,500.00 ZZ
180 87,868.03 1
5.950 527.76 84
5.700 527.76
XXXXX XX 00000 5 07/03/03 34
0436312946 05 09/01/03 0
BCCX74375 O 08/01/18
0
1
8561674 E82/G02 F 92,700.00 ZZ
360 92,214.35 1
6.750 601.25 76
6.500 601.25
XXXXX XX 00000 2 08/06/03 34
0400874459 03 10/01/03 0
0400874459 O 09/01/33
0
8621384 E22/G02 F 82,025.00 ZZ
360 81,705.71 1
8.250 616.23 85
8.000 616.23
XXXX XXXXXX XX 00000 5 08/25/03 23
0417952249 05 10/01/03 0
0417952249 O 09/01/33
0
8623216 E22/G02 F 200,000.00 TX
360 198,226.88 1
7.625 1,415.59 80
7.375 1,415.59
XXXXXXX XX 00000 5 08/25/03 34
0417579463 05 10/01/03 0
0417579463 O 09/01/33
0
8636290 E82/G02 F 121,200.00 ZZ
180 119,224.09 1
6.750 1,072.51 53
6.500 1,072.51
COVINA XX 00000 2 08/29/03 34
0400880886 05 11/01/03 0
0400880886 O 10/01/18
0
8679044 E22/G02 F 66,600.00 ZZ
360 66,395.37 1
8.500 512.10 90
8.250 512.10
XXX XXXXXXX XX 00000 2 09/12/03 34
0417777323 05 11/01/03 0
0417777323 O 10/01/33
0
8679126 E22/G02 F 74,400.00 ZZ
360 74,127.31 1
7.625 526.60 80
7.375 526.60
1
XXXXX XXXXX XX 00000 5 09/10/03 34
0418039814 05 11/01/03 0
0418039814 O 10/01/33
0
8689172 E22/G02 F 131,750.00 ZZ
240 130,599.15 1
7.875 1,091.78 82
7.625 1,091.78
XXXXXXXX XX 00000 5 09/16/03 34
0418039913 05 11/01/03 0
0418039913 O 10/01/23
0
8692268 E22/G02 F 128,250.00 ZZ
360 127,824.82 1
8.125 952.25 87
7.875 952.25
XXXXXXX XX 00000 5 09/18/03 34
0418363628 05 11/01/03 0
0418363628 O 10/01/33
0
8714142 E22/G02 F 72,000.00 TX
180 70,850.86 1
7.000 647.16 75
6.750 647.16
XX XXXX XX 00000 5 09/25/03 34
0418114930 05 11/01/03 0
0418114930 O 10/01/18
0
8715554 U77/G02 F 59,250.00 ZZ
180 59,022.90 1
7.400 410.24 46
7.150 410.24
XXXXXX XX 00000 5 09/25/03 00
0436652945 05 11/01/03 0
30731048 O 10/01/18
0
8716428 W02/R44 F 68,800.00 ZZ
360 68,568.81 1
8.990 553.09 80
8.490 553.09
XXXXX XX 00000 5 09/24/03 00
0436870489 05 10/24/03 0
1003071535 O 09/24/33
0
1
8741348 E22/G02 F 140,000.00 ZZ
360 139,511.89 1
7.875 1,015.10 80
7.625 1,015.10
XXXXXXXXXX XX 00000 5 10/02/03 34
0418406765 05 11/01/03 0
0418406765 O 10/01/33
0
8746768 W08/R44 F 102,000.00 ZZ
240 101,207.55 1
6.975 789.27 73
6.475 789.27
XXXXX XX 00000 5 10/06/03 34
0437440209 05 12/01/03 0
033164MG O 11/01/23
0
8766540 E22/R44 F 67,000.00 ZZ
360 66,777.90 1
8.125 497.47 65
7.625 497.47
XXXXXX XX 00000 5 09/26/03 34
0418635389 05 11/01/03 0
0418635389 O 10/01/33
0
8796543 E22/G02 F 149,600.00 ZZ
360 148,714.27 1
7.625 1,058.86 85
7.375 1,058.86
MANAKIN XXXXX XX 00000 5 06/09/03 23
0417299757 05 08/01/03 0
0417299757 O 07/01/33
0
8796864 T87/T87 F 15,250.00 ZZ
120 14,951.00 1
10.150 202.80 11
9.650 202.80
XXXXXXX XX 00000 5 10/03/03 00
7000007431 05 12/01/03 0
7000007431 O 11/01/13
0
8799902 E82/R44 F 70,650.00 ZZ
360 70,472.47 1
1
8.375 536.99 74
7.875 536.99
PASS XXXXXXXXX XX 00000 2 10/23/03 00
0400883591 27 12/01/03 0
0400883591 O 11/01/33
0
8819014 E22/R44 F 70,000.00 ZZ
360 69,840.58 1
9.250 575.87 70
8.750 575.87
XXXXXXXXX XX 00000 5 10/20/03 00
0418825758 27 12/01/03 0
0418825758 O 11/01/33
0
8820648 W35/G02 F 66,500.00 ZZ
360 66,305.88 1
8.750 523.16 95
8.500 523.16
XXXXXX XX 00000 5 10/13/03 23
0436865901 05 11/17/03 0
25514 O 10/17/33
0
8820808 E82/G02 F 111,100.00 ZZ
360 110,830.30 1
8.750 874.02 89
8.500 874.02
XXXXXXXX XX 00000 2 10/27/03 34
0400910923 05 12/01/03 0
0400910923 O 11/01/33
0
8823140 M21/G02 F 120,000.00 ZZ
360 119,779.21 2
9.875 1,042.02 52
9.625 1,042.02
XXXXXXXXX XX 00000 5 10/14/03 34
0436991848 05 12/01/03 0
0001095924 O 11/01/33
0
8830800 Y55/R44 F 21,000.00 ZZ
360 20,774.59 1
10.240 188.03 20
9.740 188.03
XXXXXX XX 00000 2 10/07/03 00
0436910459 05 12/01/03 0
1
2369303 O 11/01/33
0
8846008 A42/G02 F 69,350.00 ZZ
360 68,834.96 1
8.990 557.51 95
8.740 557.51
XXXXXXXXX XX 00000 5 08/19/03 34
0437217516 05 10/01/03 0
061030004618 O 09/01/33
0
8869182 Y55/R44 F 90,015.00 ZZ
360 89,853.70 1
10.000 789.95 61
9.500 789.95
XXXXX XXXXXXXX XX 00000 2 10/31/03 00
0436962948 05 12/01/03 0
398230 O 11/01/33
0
8895901 T06/G02 F 60,000.00 ZZ
180 59,510.56 1
8.775 600.56 80
8.525 600.56
XXXXXXXXXX XX 00000 5 10/28/03 00
0437151566 27 01/01/04 0
44383 O 12/01/18
0
8895911 T06/G02 F 82,000.00 ZZ
360 81,858.17 1
8.775 646.56 85
8.525 646.56
XXXXXXXXXX XX 00000 5 10/31/03 23
0437155377 27 01/01/04 0
47750 O 12/01/33
0
8896105 T06/G02 F 63,000.00 ZZ
180 62,377.97 1
6.575 551.40 47
6.325 551.40
XX. XXXXX XX 00000 5 11/06/03 00
0437156060 05 01/01/04 0
60518 O 12/01/18
0
1
8896139 T06/G02 F 80,000.00 ZZ
360 79,854.48 1
8.530 616.83 80
8.280 616.83
XXXXXXXXX XX 00000 5 11/21/03 00
0437156185 27 01/01/04 0
61397 O 12/01/33
0
8897860 T87/T87 F 162,000.00 ZZ
360 161,528.85 1
7.650 1,149.41 60
7.150 1,149.41
XXXXXX XX 00000 5 10/20/03 00
1010029445 05 12/01/03 0
1010029445 O 11/01/33
0
8898171 U51/G02 F 214,000.00 ZZ
360 213,290.80 1
6.990 1,422.31 84
6.740 1,422.31
XXXXXXXXX XX 00000 5 10/02/03 23
0437253321 05 12/01/03 0
60000231 O 11/01/33
0
8898236 T87/T87 F 51,600.00 ZZ
180 51,511.36 1
10.200 460.48 20
9.700 460.48
XXXXX XXXX XX 00000 1 10/22/03 00
0000000000 05 12/01/03 0
0000000000 O 11/01/18
0
8898468 T87/T87 F 182,500.00 ZZ
360 181,892.31 1
5.450 1,030.50 67
4.950 1,030.50
XXXXXXXX XX 00000 2 11/07/03 00
1010030092 05 01/01/04 0
1010030092 O 12/01/33
0
8898478 T87/T87 F 133,000.00 ZZ
360 132,689.94 1
7.300 911.81 79
6.800 911.81
0
XXXX XXXXXXX XX 00000 5 10/30/03 00
1010029778 05 01/01/04 0
1010029778 O 12/01/33
0
8898942 Q64/R44 F 140,000.00 ZZ
360 139,701.65 1
7.750 1,002.98 70
7.250 1,002.98
KILL XXXXX XXXX XX 00000 5 11/07/03 00
0437056377 05 01/01/04 0
2113101280 O 12/01/33
0
8899254 Q64/G02 F 116,000.00 TX
180 114,732.08 1
8.750 1,159.36 80
8.500 1,159.36
XXXXXX XX 00000 5 10/30/03 34
0437045214 05 12/01/03 0
2117101785 O 11/01/18
0
8900003 W98/G02 F 53,550.00 ZZ
360 53,491.28 1
9.000 430.88 82
8.750 430.88
XXXXXXXX XX 00000 2 12/05/03 34
0437231210 05 02/01/04 0
RC031100 N 01/01/34
0
8903888 E22/G02 F 68,000.00 ZZ
360 67,858.67 1
7.875 493.05 82
7.625 493.05
XXXXX XX 00000 5 11/20/03 34
0418140059 05 01/01/04 0
0418140059 O 12/01/33
0
8907542 E22/G02 F 50,400.00 ZZ
180 49,908.27 1
7.875 478.02 80
7.625 478.02
XXXXXXXXX XX 00000 5 11/21/03 00
0418584421 27 01/01/04 0
0418584421 O 12/01/18
0
1
8908908 E22/R44 F 62,000.00 ZZ
360 61,925.43 1
10.500 567.14 48
10.000 567.14
XXXXXXXXXX XX 00000 1 11/26/03 00
0419091616 05 01/01/04 0
0419091616 O 12/01/33
0
8909072 E22/G02 F 79,200.00 ZZ
360 79,039.52 1
8.000 581.14 80
7.750 581.14
XXXXX XXXXXXX XX 00000 5 11/26/03 34
0419121389 05 01/01/04 0
0419121389 N 12/01/33
0
8910786 K52/G02 F 55,200.00 ZZ
180 54,538.43 1
7.700 518.01 80
7.450 518.01
XXXXXX XX 00000 5 10/27/03 34
0437103161 05 12/01/03 0
399269 N 11/01/18
0
8912440 K52/G02 F 70,000.00 ZZ
360 69,796.39 1
7.650 496.67 65
7.400 496.67
XXXXXXX XX 00000 5 10/17/03 34
0437089287 05 12/01/03 0
378324 O 11/01/33
0
8912672 K52/R44 F 40,000.00 TX
360 39,918.67 1
9.400 333.43 80
8.900 333.43
XXX XXXXXXX XX 00000 5 10/22/03 00
0437120637 05 12/01/03 0
385778 O 11/01/33
0
8912692 K52/R44 F 101,250.00 ZZ
360 100,972.71 1
1
7.950 739.42 90
7.450 739.42
XXXXXXXXXX XX 00000 1 10/24/03 34
0437106594 07 12/01/03 0
386082 O 11/01/33
0
8913468 K52/G02 F 96,000.00 ZZ
360 95,460.91 1
7.200 651.64 80
6.950 651.64
XXXXXX XX 00000 5 10/21/03 34
0437097512 05 12/01/03 0
383641 O 11/01/33
0
8913868 E22/G02 F 35,000.00 ZZ
180 34,717.28 1
8.875 352.40 58
8.625 352.40
XXXXXXXXXX XX 00000 5 11/25/03 00
0419117221 27 01/01/04 0
0419117221 O 12/01/18
0
8913892 E22/G02 F 59,400.00 ZZ
360 59,299.37 1
8.875 472.61 90
8.625 472.61
XXXXXXX XX 00000 1 12/01/03 23
0419131933 05 01/01/04 0
0419131933 O 12/01/33
0
8915264 W02/R44 F 51,350.00 ZZ
180 50,772.64 1
8.430 503.56 65
7.930 503.56
XXXXX XXXXXX XX 00000 2 10/31/03 34
0437444946 05 12/01/03 0
1002916219 N 11/01/18
0
8918296 T87/T87 F 96,000.00 ZZ
360 95,347.07 1
6.700 619.47 74
6.200 619.47
XXXXXXX XX 00000 5 11/21/03 00
0000000000 01 01/01/04 0
1
0000000000 O 12/01/33
0
8919082 E22/G02 F 59,375.00 ZZ
180 58,810.04 1
8.375 580.35 95
8.125 580.35
XXXXXXXXX XX 00000 5 11/26/03 23
0418553962 05 01/01/04 0
0418553962 O 12/01/18
0
8919588 E22/G02 F 56,900.00 ZZ
360 56,810.95 1
7.250 388.16 70
7.000 388.16
XXXXXXXX XX 00000 1 12/03/03 00
0419073697 27 02/01/04 0
0419073697 O 01/01/34
0
8926608 E47/G02 F 83,000.00 ZZ
180 82,259.58 1
7.750 781.26 38
7.500 781.26
XXXXXXXXXX XXXX XX 00000 2 11/18/03 00
0437232051 01 01/01/04 0
0000000000 N 12/01/18
0
8927466 Q67/R44 F 31,400.00 ZZ
180 31,200.40 1
11.500 366.82 20
11.000 366.82
XXXXX XXXXXX XX 00000 1 11/06/03 00
0437131873 05 01/01/04 0
22S84550 O 12/01/18
0
8927640 Q67/R44 F 21,400.00 ZZ
180 21,385.48 1
11.250 207.85 20
10.750 207.85
XXXXXXXXX XX 00000 1 11/21/03 00
0437118037 05 01/01/04 0
10S84819 O 12/01/18
0
1
8928678 E22/G02 F 78,400.00 ZZ
180 77,645.56 1
6.875 699.21 80
6.625 699.21
XXXXXX XX 00000 5 11/11/03 34
0419112727 05 01/01/04 0
0419112727 O 12/01/18
0
8935212 E22/G02 F 28,800.00 ZZ
180 28,540.26 1
7.625 269.03 60
7.375 269.03
XXXXXX XX 00000 5 12/01/03 00
0418689915 05 01/01/04 0
0418689915 O 12/01/18
0
8936048 E22/G02 F 66,800.00 TX
180 66,158.30 1
7.500 619.24 75
7.250 619.24
XXXXXXX XX 00000 5 11/26/03 34
0419150156 03 01/01/04 0
0419150156 O 12/01/18
0
8938112 R54/R44 F 67,500.00 ZZ
360 67,372.48 2
9.750 579.93 75
9.250 579.93
XXXXXXXXX XX 00000 5 10/31/03 00
0437490766 05 12/01/03 0
2000007739 N 11/01/33
0
8942422 E22/G02 F 60,000.00 ZZ
360 59,925.16 1
8.375 456.04 63
8.125 456.04
XXXXXXXXX XX 00000 5 12/08/03 00
0419025176 07 02/01/04 0
0419025176 N 01/01/34
0
8947282 E22/G02 F 66,000.00 ZZ
360 65,894.14 1
7.125 444.65 80
6.875 444.65
1
XXXXX XXXX XX 00000 5 12/04/03 34
0418942793 05 02/01/04 0
0418942793 O 01/01/34
0
8947286 E22/G02 F 60,350.00 ZZ
360 60,276.62 1
8.500 464.04 85
8.250 464.04
XXXXXXX XX 00000 5 12/04/03 23
0418953006 27 02/01/04 0
0418953006 O 01/01/34
0
8947318 E22/G02 F 71,360.00 ZZ
360 71,239.76 1
6.875 468.78 80
6.625 468.78
XXXXXXXX XX 00000 5 12/04/03 00
0419055389 27 02/01/04 0
0419055389 O 01/01/34
0
8947372 E22/G02 F 78,000.00 ZZ
360 77,883.86 1
7.500 545.39 55
7.250 545.39
XXXX XX. XXXXX XX 00000 5 12/04/03 34
0419180906 05 02/01/04 0
0419180906 O 01/01/34
0
8948680 A52/R44 F 55,000.00 ZZ
180 54,666.74 1
7.500 509.86 68
7.000 509.86
XXXXXXXXX XX 00000 5 12/05/03 34
0437110786 05 02/01/04 0
28223 O 01/01/19
0
8949120 X11/G02 F 91,800.00 ZZ
360 91,682.53 1
8.250 689.66 85
8.000 689.66
XXXXXXXXXXX XX 00000 5 12/05/03 23
0437214125 27 02/01/04 0
0311190005 O 01/01/34
0
1
8955602 E22/G02 F 80,000.00 ZZ
180 79,530.95 1
7.875 758.76 63
7.625 758.76
XXXXXXX XX 00000 2 12/04/03 34
0418941183 03 02/01/04 0
0418941183 O 01/01/19
0
8955678 E22/G02 F 79,000.00 ZZ
360 78,882.37 1
7.500 552.38 85
7.250 552.38
XXXXXXXX XX 00000 5 12/05/03 34
0419044508 05 02/01/04 0
0419044508 O 01/01/34
0
8958334 W77/G02 F 63,175.00 ZZ
360 63,099.00 1
10.500 577.89 95
10.250 577.89
XXXXXXXXXXX XX 00000 5 11/18/03 23
0437127905 05 01/01/04 0
W0311054 O 12/01/33
0
8958572 W09/G02 F 57,400.00 ZZ
360 57,272.87 1
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1
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9050666 T38/T38 F 73,530.00 ZZ
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9050710 T38/T38 F 352,000.00 ZZ
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9050714 T38/T38 F 251,100.00 ZZ
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9050740 T38/T38 F 182,750.00 ZZ
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1
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9050820 T38/T38 F 327,250.00 ZZ
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9050832 T38/T38 F 199,920.00 ZZ
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9050842 T38/T38 F 101,150.00 ZZ
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9050936 T38/T38 F 204,010.00 ZZ
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9050950 T38/T38 F 163,000.00 ZZ
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1
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9050998 T38/T38 F 251,000.00 ZZ
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9051014 T38/T38 F 186,150.00 ZZ
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9051022 T38/T38 F 130,000.00 ZZ
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9051034 T38/T38 F 124,000.00 ZZ
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9051038 T38/T38 F 107,000.00 ZZ
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9051060 T38/T38 F 304,000.00 ZZ
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9051070 T38/T38 F 95,000.00 ZZ
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9051078 T38/T38 F 78,200.00 ZZ
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9051080 T38/T38 F 136,000.00 ZZ
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0
9051090 T38/T38 F 208,250.00 ZZ
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1000145822 05 02/01/04 0
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9051094 T38/T38 F 188,800.00 ZZ
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9051102 T38/T38 F 168,000.00 ZZ
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9051130 T38/T38 F 150,000.00 ZZ
360 149,728.05 1
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9051138 T38/T38 F 196,000.00 ZZ
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9051160 T38/T38 F 87,500.00 ZZ
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EAST HARTFORD CT 06108 5 01/30/04 23
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1010031521 N 02/01/34
0
9089336 T87/T87 F 30,000.00 ZZ
180 29,767.60 1
9.750 317.81 11
9.250 317.81
ROCKY POINT NY 11778 5 01/12/04 00
7000008926 05 02/16/04 0
7000008926 O 01/16/19
0
9089338 T87/T87 F 20,800.00 ZZ
180 20,753.61 1
10.850 234.46 14
10.350 234.46
ROCHESTER NY 14626 5 01/08/04 00
3030032259 05 03/01/04 0
3030032259 O 02/01/19
0
9089340 T87/T87 F 88,800.00 ZZ
180 88,187.77 1
6.000 749.35 17
5.500 749.35
BOXFORD MA 01921 1 12/23/03 00
3500000948 05 02/01/04 0
3500000948 O 01/01/19
0
1
9089342 T87/T87 F 37,400.00 ZZ
180 37,304.24 1
9.350 387.17 18
8.850 387.17
WORCESTER MA 01602 5 01/06/04 00
1010031052 05 03/01/04 0
1010031052 O 02/01/19
0
9089366 T87/T87 F 53,200.00 ZZ
180 52,932.63 1
9.600 558.75 30
9.100 558.75
POUGHKEEPSIE NY 12603 5 01/19/04 00
7000008814 05 02/26/04 0
7000008814 O 01/26/19
0
9089370 T87/T87 F 60,210.00 ZZ
180 60,046.52 1
8.700 600.00 27
8.200 600.00
SYKESVILLE MD 21784 2 01/23/04 00
7000009283 05 03/01/04 0
7000009283 O 02/01/19
0
9089372 T87/T87 F 22,000.00 ZZ
120 21,894.43 1
10.300 294.40 11
9.800 294.40
LYNN MA 01902 2 01/22/04 00
7000009108 05 03/01/04 0
7000009108 O 02/01/14
0
9089374 T87/T87 F 22,000.00 ZZ
120 21,897.13 1
10.750 299.95 13
10.250 299.95
BLOOMFIELD CT 06002 5 01/22/04 00
7000008842 05 03/01/04 0
7000008842 O 02/01/14
0
9089376 T87/T87 F 45,000.00 ZZ
120 44,769.42 1
9.150 573.71 15
8.650 573.71
1
EAST WINDSOR CT 06016 5 01/15/04 00
7000009109 05 03/01/04 0
7000009109 O 02/01/14
0
9089378 T87/T87 F 15,800.00 ZZ
120 15,719.49 1
9.250 202.30 12
8.750 202.30
BRISTOL CT 06010 2 01/15/04 00
7000008994 05 03/01/04 0
7000008994 O 02/01/14
0
9089380 T87/T87 F 30,500.00 ZZ
180 30,486.65 1
10.050 268.79 20
9.550 268.79
WAREHAM MA 02571 1 01/30/04 00
1010030560 05 03/01/04 0
1010030560 O 02/01/19
0
9089382 T87/T87 F 19,000.00 ZZ
180 18,990.04 1
9.200 155.63 20
8.700 155.63
MARINETTE WI 54143 5 01/13/04 00
4040014649 05 03/01/04 0
4040014649 O 02/01/19
0
9089384 T87/T87 F 23,000.00 ZZ
180 22,989.15 1
9.700 196.77 11
9.200 196.77
DUMFRIES VA 22026 1 01/22/04 00
3030033000 09 03/01/04 0
3030033000 O 02/01/19
0
9089386 T87/T87 F 52,800.00 ZZ
180 52,776.13 1
9.900 459.47 20
9.400 459.47
NEW IPSWICH NH 03071 1 01/16/04 00
1010030862 05 03/01/04 0
1010030862 O 02/01/19
0
1
9089388 T87/T87 F 33,000.00 ZZ
180 32,984.10 1
9.600 279.90 20
9.100 279.90
HILLSIDE NJ 07205 1 01/20/04 00
1010030212 05 03/01/04 0
1010030212 O 02/01/19
0
9089392 T87/T87 F 54,706.00 ZZ
180 54,674.19 1
8.700 428.43 20
8.200 428.43
LENEXA KS 66227 1 01/22/04 00
2020033658 05 03/01/04 0
2020033658 O 02/01/19
0
9089394 T87/T87 F 65,000.00 ZZ
180 64,968.02 1
9.500 546.56 20
9.000 546.56
STOCKTON CA 95206 1 01/28/04 00
4040014742 05 03/01/04 0
4040014742 O 02/01/19
0
9089396 T87/T87 F 27,980.00 ZZ
180 27,966.52 1
9.600 237.32 20
9.100 237.32
BRANDON FL 33511 1 01/20/04 00
3030033160 09 03/01/04 0
3030033160 O 02/01/19
0
9089398 T87/T87 F 32,100.00 ZZ
180 32,086.96 1
10.400 291.24 15
9.900 291.24
REDMOND WA 98052 1 01/27/04 00
4040014725 01 03/01/04 0
4040014725 O 02/01/19
0
9089402 T87/T87 F 150,000.00 ZZ
360 149,870.53 1
1
6.737 971.66 84
6.237 971.66
SMYRNA GA 30080 5 01/23/04 23
3030033259 05 03/01/04 0
3030033259 O 02/01/34
0
9089404 T87/T87 F 194,500.00 ZZ
360 194,332.53 1
6.750 1,261.53 100
6.250 1,261.53
WEST HARTFORD CT 06179 1 01/15/04 23
8810000302 05 03/01/04 0
8810000302 O 02/01/34
0
9089406 T87/T87 F 78,300.00 ZZ
360 78,232.58 1
6.750 507.86 90
6.250 507.86
SPRING HILL FL 34608 1 01/15/04 23
3030032988 05 03/01/04 0
3030032988 N 02/01/34
0
9089408 T87/T87 F 79,110.00 ZZ
360 79,041.88 1
6.750 513.11 90
6.250 513.11
SPRING HILL FL 34608 1 01/15/04 23
3030033013 05 03/01/04 0
3030033013 N 02/01/34
0
9089410 T87/T87 F 227,050.00 ZZ
360 226,854.51 1
6.750 1,472.65 100
6.250 1,472.65
SOUTHINGTON CT 06489 1 01/30/04 23
1010030998 05 03/01/04 0
1010030998 O 02/01/34
0
9089412 T87/T87 F 134,100.00 ZZ
360 133,985.66 1
6.800 874.24 90
6.300 874.24
LITHONIA GA 30058 5 12/31/03 23
3030032578 05 03/01/04 0
1
3030032578 O 02/01/34
0
9089414 T87/T87 F 98,000.00 ZZ
360 97,916.44 1
6.800 638.89 100
6.300 638.89
RACINE WI 53403 1 01/20/04 23
2020033686 05 03/01/04 0
2020033686 O 02/01/34
0
9089416 T87/T87 F 100,000.00 ZZ
240 99,803.33 1
6.800 763.34 76
6.300 763.34
HICKMAN NE 68372 5 01/17/04 00
6870000940 05 03/01/04 0
6870000940 O 02/01/24
0
9089418 T87/T87 F 107,000.00 ZZ
360 106,909.66 1
6.850 701.13 100
6.350 701.13
CLAYTON NC 27520 1 01/29/04 23
3030033372 05 03/01/04 0
3030033372 O 02/01/34
0
9089422 T87/T87 F 115,187.00 ZZ
360 115,089.75 1
6.850 754.78 100
6.350 754.78
MEMPHIS TN 38134 1 01/30/04 23
3030033459 05 03/01/04 0
3030033459 O 02/01/34
0
9089424 T87/T87 F 98,000.00 ZZ
360 97,917.26 1
6.850 642.16 70
6.350 642.16
GWYNN OAK MD 21207 5 12/31/03 00
1010030698 05 03/01/04 0
1010030698 O 02/01/34
0
1
9089426 T87/T87 F 429,000.00 ZZ
360 428,637.80 3
6.850 2,811.07 85
6.350 2,811.07
BOSTON MA 02124 5 01/07/04 23
1010030738 05 03/01/04 0
1010030738 O 02/01/34
0
9089428 T87/T87 F 96,000.00 ZZ
360 95,918.95 1
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6.350 629.05
PHILADELPHIA PA 19154 5 01/06/04 23
1010031027 07 03/01/04 0
1010031027 O 02/01/34
0
9089430 T87/T87 F 119,500.00 ZZ
360 119,399.61 1
6.875 785.03 100
6.375 785.03
AYLETT VA 23009 1 01/22/04 23
3030033032 05 03/01/04 0
3030033032 O 02/01/34
0
9089432 T87/T87 F 85,000.00 ZZ
360 84,856.77 1
6.875 558.39 100
6.375 558.39
LOUISVILLE KY 40272 5 12/31/03 23
3030032324 05 02/01/04 0
3030032324 O 01/01/34
0
9089434 T87/T87 F 138,000.00 ZZ
360 137,884.63 1
6.900 908.87 100
6.400 908.87
ACWORTH GA 30102 1 01/29/04 23
3030033437 05 03/01/04 0
3030033437 O 02/01/34
0
9089436 T87/T87 F 225,000.00 ZZ
360 224,811.89 1
6.900 1,481.86 100
6.400 1,481.86
1
ARBUTUS MD 21227 1 01/22/04 23
1010031349 05 03/01/04 0
1010031349 O 02/01/34
0
9089438 T87/T87 F 76,000.00 ZZ
360 75,936.46 1
6.900 500.54 80
6.400 500.54
MARINETTE WI 54143 5 01/13/04 00
4040014646 05 03/01/04 0
4040014646 O 02/01/34
0
9089444 T87/T87 F 191,000.00 ZZ
360 190,869.22 2
7.900 1,388.20 90
7.400 1,388.20
POUGHKEEPSIE NY 12603 1 01/28/04 23
1010031290 05 03/01/04 0
1010031290 N 02/01/34
0
9089446 T87/T87 F 39,600.00 ZZ
360 39,573.15 1
7.950 289.20 90
7.450 289.20
JACKSON TN 38305 1 01/22/04 23
3030033253 05 03/01/04 0
3030033253 N 02/01/34
0
9089448 T87/T87 F 119,000.00 ZZ
360 118,919.34 1
7.950 869.04 100
7.450 869.04
LEXINGTON KY 40504 5 01/13/04 23
3030032953 05 03/01/04 0
3030032953 O 02/01/34
0
9089450 T87/T87 F 40,800.00 ZZ
360 40,730.50 1
8.250 306.52 85
7.750 306.52
MOSS POINT MS 39563 5 01/07/04 23
3030032682 05 03/01/04 0
3030032682 N 02/01/34
0
1
9089452 T87/T87 F 66,780.00 ZZ
360 66,737.85 2
8.300 504.05 90
7.800 504.05
NORTH TONAWANDA NY 14120 1 01/13/04 23
1010030914 05 03/01/04 0
1010030914 N 02/01/34
0
9089454 T87/T87 F 66,780.00 ZZ
360 66,737.85 2
8.300 504.05 90
7.800 504.05
NORTH TONAWANDA NY 14120 1 01/13/04 23
1010030916 05 03/01/04 0
1010030916 N 02/01/34
0
9089456 T87/T87 F 164,900.00 ZZ
360 164,767.47 1
7.100 1,108.19 100
6.600 1,108.19
MATTHEWS NC 28105 1 01/29/04 23
3030033015 09 03/01/04 0
3030033015 O 02/01/34
0
9089458 T87/T87 F 395,240.00 ZZ
360 394,909.57 1
6.900 2,603.06 80
6.400 2,603.06
CHESAPEAKE VA 23322 1 01/20/04 00
3030033034 03 03/01/04 0
3030033034 O 02/01/34
0
9089460 T87/T87 F 99,750.00 ZZ
360 99,680.30 1
7.800 718.08 95
7.300 718.08
IRMO SC 29063 5 01/21/04 23
3030033100 05 03/01/04 0
3030033100 O 02/01/34
0
9089462 T87/T87 F 117,500.00 ZZ
360 117,410.14 1
1
7.350 809.55 100
6.850 809.55
STATHAM GA 30666 1 01/30/04 23
3030033146 05 03/01/04 0
3030033146 O 02/01/34
0
9089464 T87/T87 F 218,824.00 ZZ
360 218,612.33 1
6.150 1,333.14 80
5.650 1,333.14
LENEXA KS 66227 1 01/22/04 00
2020033653 03 03/01/04 0
2020033653 O 02/01/34
0
9089466 T87/T87 F 374,900.00 ZZ
360 374,607.54 1
7.250 2,557.48 100
6.750 2,557.48
MANASSAS VA 20110 1 01/30/04 23
3030033451 05 03/01/04 0
3030033451 O 02/01/34
0
9089468 T87/T87 F 165,000.00 ZZ
360 164,877.54 1
7.500 1,153.71 97
7.000 1,153.71
BALTIMORE MD 21244 5 01/13/04 23
1010031234 05 03/01/04 0
1010031234 O 02/01/34
0
9089470 T87/T87 F 135,000.00 ZZ
360 134,906.62 1
7.850 976.51 100
7.350 976.51
MURFREESBORO TN 37130 5 01/21/04 23
3030032772 05 03/01/04 0
3030032772 O 02/01/34
0
9089472 T87/T87 F 66,600.00 ZZ
360 66,556.21 1
8.100 493.34 90
7.600 493.34
BIRMINGHAM AL 35217 5 01/20/04 23
3030032934 05 03/01/04 0
1
3030032934 N 02/01/34
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9089474 T87/T87 F 166,100.00 ZZ
360 165,967.82 1
7.150 1,121.86 100
6.650 1,121.86
ACWORTH GA 30102 1 01/30/04 23
3030033497 05 03/01/04 0
3030033497 O 02/01/34
0
9089476 T87/T87 F 184,500.00 ZZ
360 184,321.53 1
6.150 1,124.03 74
5.650 1,124.03
BERLIN CT 06037 5 01/14/04 00
6100002478 05 03/01/04 0
6100002478 O 02/01/34
0
9089480 T87/T87 F 83,600.00 ZZ
360 83,529.42 1
6.850 547.80 100
6.350 547.80
HUNTINGTON WV 25705 1 01/23/04 23
1010031147 05 03/01/04 0
1010031147 O 02/01/34
0
9089482 T87/T87 F 95,000.00 ZZ
360 94,932.26 1
7.700 677.32 100
7.200 677.32
CLAYTON NC 27520 1 01/29/04 23
3030033337 05 03/01/04 0
3030033337 O 02/01/34
0
9089484 T87/T87 F 69,000.00 ZZ
360 68,937.01 1
6.450 433.87 75
5.950 433.87
FAIRMONT WV 26554 5 01/21/04 00
7000008876 05 03/01/04 0
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1
9089486 T87/T87 F 114,000.00 ZZ
360 113,907.47 1
7.050 762.28 95
6.550 762.28
SMITH AL 36877 5 12/31/03 23
3030032784 05 03/01/04 0
3030032784 O 02/01/34
0
9089490 T87/T87 F 120,750.00 ZZ
360 120,684.04 1
9.000 971.59 75
8.500 971.59
PENSACOLA FL 32504 1 01/21/04 00
3030033087 09 03/01/04 0
3030033087 N 02/01/34
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9089492 T87/T87 F 118,000.00 ZZ
360 117,914.16 1
7.600 833.17 100
7.100 833.17
SHREVEPORT LA 71129 5 01/21/04 23
3030033278 05 03/01/04 0
3030033278 O 02/01/34
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9089494 T87/T87 F 185,000.00 ZZ
360 184,828.81 1
6.850 1,212.23 58
6.350 1,212.23
GERMANTOWN MD 20876 5 01/20/04 00
1010031296 09 03/01/04 0
1010031296 O 02/01/34
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9089496 T87/T87 F 132,000.00 ZZ
360 131,905.89 1
7.700 941.11 100
7.200 941.11
LOCUST GROVE GA 30248 5 01/13/04 23
3030032961 05 03/01/04 0
3030032961 O 02/01/34
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9089498 T87/T87 F 323,000.00 ZZ
360 322,699.38 1
6.350 2,009.83 85
5.850 2,009.83
1
GAINESVILLE VA 20155 5 12/31/03 23
3030032676 03 03/01/04 0
3030032676 O 02/01/34
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9089500 T87/T87 F 61,200.00 ZZ
360 61,158.51 1
7.950 446.94 90
7.450 446.94
RICHMOND VA 23223 5 01/23/04 23
3030032868 05 03/01/04 0
3030032868 N 02/01/34
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9089502 T87/T87 F 200,000.00 ZZ
360 199,839.26 1
7.100 1,344.07 100
6.600 1,344.07
MACON GA 31216 5 01/22/04 23
3030033061 05 03/01/04 0
3030033061 O 02/01/34
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9089504 T87/T87 F 137,000.00 ZZ
360 136,876.14 1
6.500 865.94 85
6.000 865.94
WINSTED CT 06098 5 01/20/04 23
1010031230 05 03/01/04 0
1010031230 O 02/01/34
0
9089506 T87/T87 F 185,000.00 ZZ
360 184,892.45 1
8.700 1,448.80 100
8.200 1,448.80
TALLAHASSEE FL 32312 1 01/23/04 23
3030033141 09 03/01/04 0
3030033141 O 02/01/34
0
9089508 T87/T87 F 158,833.00 ZZ
360 158,722.01 1
7.800 1,143.40 95
7.300 1,143.40
WALTON KY 41094 1 01/23/04 23
3030033232 05 03/01/04 0
3030033232 O 02/01/34
0
1
9089510 T87/T87 F 396,000.00 ZZ
360 395,665.67 1
6.850 2,594.83 90
6.350 2,594.83
OSSINING NY 10562 1 01/07/04 23
1010030589 05 03/01/04 0
1010030589 O 02/01/34
0
9089512 T87/T87 F 128,250.00 ZZ
360 128,155.77 1
7.550 901.14 95
7.050 901.14
CINCINNATI OH 45241 5 01/13/04 23
2020033446 05 03/01/04 0
2020033446 O 02/01/34
0
9089514 T87/T87 F 110,000.00 ZZ
360 109,809.80 1
7.100 739.24 65
6.600 739.24
ST PAUL MN 55102 5 01/16/04 00
6850001607 05 03/01/04 0
6850001607 O 02/01/34
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9089516 T87/T87 F 177,000.00 ZZ
360 176,849.68 1
6.820 1,156.27 94
6.320 1,156.27
HAMBURG NJ 07419 2 01/21/04 23
1010031073 05 03/01/04 0
1010031073 O 02/01/34
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9089518 T87/T87 F 177,600.00 ZZ
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7.200 1,205.53 80
6.700 1,205.53
LANHAM MD 20706 5 01/27/04 00
1010031471 05 03/01/04 0
1010031471 O 02/01/34
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9089520 T87/T87 F 287,300.00 ZZ
360 287,062.17 1
1
6.950 1,901.78 85
6.450 1,901.78
MESILLA PARK NM 88047 5 01/12/04 23
7000008860 05 03/01/04 0
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9089522 T87/T87 F 84,464.59 ZZ
360 84,396.71 1
7.100 567.63 93
6.600 567.63
ERIE PA 16505 5 12/31/03 23
1010031069 05 03/01/04 0
1010031069 O 02/01/34
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9089524 T87/T87 F 71,400.00 ZZ
360 71,349.09 1
7.700 509.06 85
7.200 509.06
RICE LAKE WI 54868 5 01/08/04 23
2020033489 05 03/01/04 0
2020033489 O 02/01/34
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9089526 T87/T87 F 123,250.00 T
360 123,162.12 1
7.700 878.73 85
7.200 878.73
CAPRON VA 23829 2 01/07/04 23
3030032899 05 03/01/04 0
3030032899 O 02/01/34
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9089528 T87/T87 F 140,000.00 ZZ
360 139,868.43 1
6.300 866.57 80
5.800 866.57
RICHMOND VA 23233 1 01/23/04 00
3030033157 05 03/01/04 0
3030033157 O 02/01/34
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9089530 T87/T87 F 291,500.00 ZZ
360 291,249.02 1
6.750 1,890.67 95
6.250 1,890.67
NEW BEDFORD MA 02745 5 01/22/04 23
1010031225 05 03/01/04 0
1
1010031225 O 02/01/34
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9089532 T87/T87 F 152,000.00 ZZ
360 151,654.37 1
6.200 930.96 80
5.700 930.96
CAIRO GA 39827 5 01/16/04 00
3030032943 05 03/01/04 0
3030032943 O 02/01/34
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9089534 T87/T87 F 280,000.00 ZZ
360 279,810.21 1
7.950 2,044.79 100
7.450 2,044.79
WEST MONROE LA 71291 1 01/22/04 23
3030032945 05 03/01/04 0
3030032945 O 02/01/34
0
9089536 T87/T87 F 72,000.00 ZZ
360 71,938.00 1
6.750 467.00 90
6.250 467.00
MOBILE AL 36604 5 01/21/04 23
3030033139 05 03/01/04 0
3030033139 O 02/01/34
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9089538 T87/T87 F 287,500.00 ZZ
360 287,312.88 1
8.150 2,139.72 100
7.650 2,139.72
BATON ROUGE LA 70809 1 01/26/04 23
3030033273 05 03/01/04 0
3030033273 O 02/01/34
0
9089542 T87/T87 F 119,200.00 ZZ
360 119,115.86 1
7.750 853.97 80
7.250 853.97
ROCHESTER NY 14626 5 01/08/04 00
3030032256 05 03/01/04 0
3030032256 O 02/01/34
0
1
9089544 T87/T87 F 107,000.00 ZZ
360 106,931.07 1
8.200 800.10 77
7.700 800.10
LOUISVILLE KY 40214 5 01/12/04 00
3030032674 05 03/01/04 0
3030032674 N 02/01/34
0
9089546 T87/T87 F 116,000.00 ZZ
360 115,928.99 1
8.450 887.84 80
7.950 887.84
COLUMBIA TN 38401 5 01/26/04 00
3030032954 05 03/01/04 0
3030032954 O 02/01/34
0
9089548 T87/T87 F 28,720.00 ZZ
360 28,702.59 1
8.500 220.84 80
8.000 220.84
LEBANON OH 45065 1 01/16/04 00
7000009056 05 03/01/04 0
7000009056 N 02/01/34
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9089550 T87/T87 F 44,200.00 ZZ
360 44,168.17 1
7.650 313.61 85
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TRENTON NJ 08618 1 01/30/04 23
1010031156 09 03/01/04 0
1010031156 N 02/01/34
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9089552 T87/T87 F 180,000.00 ZZ
360 179,835.68 1
6.450 1,131.82 66
5.950 1,131.82
GEORGETOWN KY 40324 5 01/15/04 00
3030032072 05 03/01/04 0
3030032072 O 02/01/34
0
9089554 T87/T87 F 152,000.00 ZZ
360 151,769.11 1
7.400 1,052.42 95
6.900 1,052.42
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BRANCHVILLE AL 35120 5 12/30/03 23
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LOUISVILLE KY 40216 5 01/15/04 23
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TUTTLE OK 73089 5 12/23/03 00
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BRAINTREE VT 05060 1 01/20/04 00
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WINSTED CT 06098 5 01/08/04 23
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BRIDGEPORT CT 06605 5 01/16/04 00
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ENFIELD CT 06082 5 01/22/04 23
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HORN LAKE MS 38637 5 01/13/04 00
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OTISVILLE NY 10963 5 01/16/04 23
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STARR SC 29684 5 01/23/04 23
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JAMAICA PLAIN MA 02130 5 01/21/04 00
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HEBRON KY 41048 5 01/20/04 00
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MONROE MI 48166 5 01/16/04 00
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WILLIAMSTON SC 29697 5 01/23/04 00
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WATERBURY CT 06710 5 01/22/04 23
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YAPHANK NY 11980 5 01/20/04 00
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BRONX NY 10472 5 01/19/04 23
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WATERBURY CT 06704 5 01/22/04 00
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1
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1
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1
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0
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0
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1
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0
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1
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1
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9143108 E22/G02 F 82,000.00 ZZ
360 82,000.00 1
7.375 566.35 65
7.125 566.35
XXXXXXXXXX XX 00000 5 02/18/04 34
0419876966 05 04/01/04 0
0419876966 O 03/01/34
0
9143212 E22/G02 F 208,000.00 ZZ
360 208,000.00 1
7.375 1,436.60 80
7.125 1,436.60
XXXX XXXXX XX 00000 5 02/18/04 34
0419697867 05 04/01/04 0
0419697867 O 03/01/34
0
9143262 E22/R44 F 138,750.00 ZZ
360 138,750.00 1
7.875 1,006.03 75
7.375 1,006.03
WALLA XXXXX XX 00000 5 02/13/04 00
0419716345 05 04/01/04 0
0419716345 N 03/01/34
0
9143274 E22/R44 F 89,000.00 ZZ
360 89,000.00 1
9.250 732.18 73
8.750 732.18
XXXXXX XX 00000 5 02/18/04 00
0419720081 05 04/01/04 0
0419720081 O 03/01/34
0
1
9143330 E22/R44 F 108,500.00 ZZ
360 108,500.00 1
9.000 873.02 70
8.500 873.02
XXXXXXXXXX XX 00000 5 02/23/04 00
0419814298 03 04/01/04 0
0419814298 N 03/01/34
0
9143392 E22/G02 F 74,500.00 ZZ
360 74,500.00 1
7.750 533.73 52
7.500 533.73
XXX XXXXXX XX 00000 2 02/17/04 00
0419759444 27 04/01/04 0
0419759444 O 03/01/34
0
9143394 E22/G02 F 63,000.00 ZZ
180 63,000.00 1
7.625 588.50 90
7.375 588.50
XXXXXXX XX 00000 5 02/13/04 34
0419761127 05 04/01/04 0
0419761127 O 03/01/19
0
9143404 E22/R44 F 25,000.00 ZZ
180 25,000.00 1
9.500 261.06 25
9.000 261.06
XXXXXXXX XXXX XX 00000 5 02/18/04 00
0437508393 05 04/01/04 0
0419763727 O 03/01/19
0
9143416 E22/G02 F 54,300.00 ZZ
360 54,300.00 1
7.250 370.42 67
7.000 370.42
XXXXXXXX XX 00000 5 02/17/04 34
0419769708 05 04/01/04 0
0419769708 O 03/01/34
0
9143442 E22/G02 F 73,000.00 ZZ
180 73,000.00 1
6.875 651.05 85
6.625 651.05
1
XXXX XX 00000 5 02/16/04 23
0419722764 27 04/01/04 0
0419722764 O 03/01/19
0
9143446 E22/G02 F 96,000.00 ZZ
180 96,000.00 1
7.125 869.60 85
6.875 869.60
XXXXXX XX 00000 5 02/13/04 34
0419724661 05 04/01/04 0
0419724661 O 03/01/19
0
9143544 E22/G02 F 40,000.00 ZZ
180 40,000.00 1
9.250 411.68 58
9.000 411.68
XXXXXXXX XX 00000 5 02/18/04 00
0419641212 27 04/01/04 0
0419641212 O 03/01/19
0
9143656 E22/G02 F 99,000.00 ZZ
360 99,000.00 1
8.125 735.07 90
7.875 735.07
XXXXX XX 00000 5 02/18/04 34
0419331111 05 04/01/04 0
0419331111 O 03/01/34
0
9146128 E22/R44 F 101,000.00 ZZ
180 101,000.00 1
7.500 936.28 75
7.000 936.28
XXXXXXXXX XX 00000 5 02/04/04 34
0418600318 03 04/01/04 0
0418600318 O 03/01/19
0
9146172 E22/G02 F 119,200.00 ZZ
180 119,200.00 1
7.750 1,122.00 80
7.500 1,122.00
XXXXXXXX XX 00000 5 02/18/04 34
0419523964 03 04/01/04 0
0419523964 O 03/01/19
0
1
9146326 E22/G02 F 83,600.00 ZZ
360 83,600.00 1
7.875 606.16 95
7.625 606.16
XXXXXX XX 00000 5 02/19/04 34
0419615448 05 04/01/04 0
0419615448 O 03/01/34
0
9146342 E22/R44 F 102,000.00 TX
360 102,000.00 1
8.500 784.29 69
8.000 784.29
XXXXXXXX XX 00000 5 02/19/04 00
0419629613 27 04/01/04 0
0419629613 O 03/01/34
0
9146348 E22/G02 F 82,000.00 ZZ
360 82,000.00 1
7.250 559.38 73
7.000 559.38
XXXXXXXXXX XX 00000 5 02/19/04 34
0419637640 05 04/01/04 0
0419637640 O 03/01/34
0
9146350 E22/G02 F 102,000.00 ZZ
360 102,000.00 1
7.375 704.49 59
7.125 704.49
XXXXXXXX XX 00000 2 02/17/04 34
0419638317 03 04/01/04 0
0419638317 O 03/01/34
0
9146366 E22/G02 F 30,000.00 ZZ
360 30,000.00 1
8.500 230.67 60
8.250 230.67
XXXXXXXX XXXX XX 00000 5 02/19/04 34
0419657846 05 04/01/04 0
0419657846 O 03/01/34
0
9146416 E22/R44 F 304,500.00 ZZ
360 304,500.00 1
1
8.125 2,260.90 70
7.625 2,260.90
XXXXXX XX 00000 5 02/16/04 34
0419814504 05 04/01/04 0
0419814504 O 03/01/34
0
9146426 E22/G02 F 180,000.00 ZZ
360 180,000.00 1
7.750 1,289.54 87
7.500 1,289.54
XXXX XXXX XX 00000 5 02/18/04 34
0419818752 03 04/01/04 0
0419818752 O 03/01/34
0
9146488 E22/R44 F 109,000.00 ZZ
360 109,000.00 1
8.000 799.80 71
7.500 799.80
XXXXXX XX 00000 5 02/19/04 34
0419879754 05 04/01/04 0
0419879754 O 03/01/34
0
9147608 H76/G02 F 96,000.00 ZZ
360 96,000.00 1
8.000 704.42 80
7.750 704.42
XXXXXX XX 00000 5 02/23/04 34
0437509920 05 04/01/04 0
2004541273 O 03/01/34
0
9147932 A52/G02 F 73,500.00 ZZ
360 73,500.00 1
8.000 539.32 74
7.750 539.32
XXXXXXX XX 00000 5 02/19/04 00
0437514581 05 04/01/04 0
28726 N 03/01/34
0
9151208 P01/R44 F 121,975.00 ZZ
360 121,975.00 2
8.875 970.49 85
8.375 970.49
XXXXXX XX 00000 1 02/13/04 34
0437510126 05 04/01/04 0
1
03005392 O 03/01/34
0
9151908 E22/G02 F 122,000.00 ZZ
360 122,000.00 1
7.250 832.26 70
7.000 832.26
XXXXX XX 00000 5 02/20/04 34
0419947809 07 04/01/04 0
0419947809 O 03/01/34
0
9152022 E22/R44 F 110,500.00 ZZ
360 110,500.00 1
9.250 909.06 85
8.750 909.06
XXXXXXXX XX 00000 1 02/25/04 34
0419836432 05 04/01/04 0
0419836432 O 03/01/34
0
9152296 E22/R44 F 160,000.00 ZZ
360 160,000.00 1
7.875 1,160.11 67
7.375 1,160.11
XXXXXXXXX XX 00000 5 02/20/04 00
0419712518 05 04/01/04 0
0419712518 O 03/01/34
0
9152496 E22/G02 F 138,700.00 ZZ
360 138,700.00 1
7.250 946.18 95
7.000 946.18
XXXXXXXXX XX 00000 5 02/19/04 34
0419645015 05 04/01/04 0
0419645015 O 03/01/34
0
1
TOTAL NUMBER OF LOANS : 1,844
TOTAL ORIGINAL BALANCE : 200,300,215.69
TOTAL PRINCIPAL BALANCE : 200,000,078.02
TOTAL ORIGINAL P+I : 1,457,832.80
TOTAL CURRENT P+I : 1,457,832.80
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP II-A LOAN SCHEDULE
(a copy may be obtained from the Trustee)
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 13.46.03 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RASC 2004-KS3 ARM CONFORMING CUTOFF : 03/01/04
POOL : 0004811
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
-----------------------------------------------------------------------------
8580206 .5000 12.3900
115,902.05 .0800 12.3100
6.8900 .0000 12.3100
6.3900 .0000 6.0600
6.3100 .0000 6.0600
6.3100 .0000
8651812 .5000 12.5000
138,413.05 .0800 12.4200
7.0000 .0000 12.4200
6.5000 .0000 6.7950
6.4200 .0000 6.7950
6.4200 .0000
8676978 .3750 11.6250
260,682.80 .0800 11.5450
6.0000 .0000 11.5450
5.6250 .0000 6.7950
5.5450 .0000 6.7950
5.5450 .0000
8728360 .5000 13.9900
241,424.70 .0800 13.9100
7.9900 .0000 13.9100
7.4900 .0000 6.6100
7.4100 .0000 6.6100
7.4100 .0000
8751348 .3750 13.3750
123,449.83 .0800 13.2950
6.7500 .0000 13.2950
6.3750 .0000 6.0450
6.2950 .0000 6.0450
6.2950 .0000
8809764 .5000 13.5000
115,684.68 .0800 13.4200
8.0000 .0000 13.4200
7.5000 .0000 7.2950
7.4200 .0000 7.2950
7.4200 .0000
1
8865264 .5000 14.4990
107,657.28 .0800 14.4190
7.9990 .0000 14.4190
7.4990 .0000 5.9200
7.4190 .0000 5.9200
7.4190 .0000
8895897 .5000 14.4250
86,255.10 .0800 14.3450
8.9250 .0000 14.3450
8.4250 .0000 7.8450
8.3450 .0000 7.8450
8.3450 .0000
8899678 .5000 13.5000
118,079.01 .0800 13.4200
8.0000 .0000 13.4200
7.5000 .0000 7.2950
7.4200 .0000 7.2950
7.4200 .0000
8904231 .3750 12.3750
69,579.55 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 6.6700
6.2950 .0000 6.6700
6.2950 .0000
8904255 .5000 12.4900
229,311.51 .0800 12.4100
6.9900 .0000 12.4100
6.4900 .0000 6.9200
6.4100 .0000 6.9200
6.4100 .0000
8904359 .5000 14.0000
103,537.24 .0800 13.9200
8.5000 .0000 13.9200
8.0000 .0000 7.9200
7.9200 .0000 7.9200
7.9200 .0000
8907263 .3750 11.8750
297,217.72 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 5.7950
5.7950 .0000 5.7950
5.7950 .0000
8907803 .5000 12.2500
261,075.02 .0800 12.1700
6.7500 .0000 12.1700
6.2500 .0000 6.1700
6.1700 .0000 6.1700
6.1700 .0000
1
8909841 .3750 11.8750
210,175.38 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 6.5450
5.7950 .0000 6.5450
5.7950 .0000
8910216 .3750 11.8750
298,852.44 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 5.6150
5.7950 .0000 5.6150
5.7950 .0000
8910255 .3750 12.6250
132,291.47 .0800 12.5450
7.0000 .0000 12.5450
6.6250 .0000 6.9200
6.5450 .0000 6.9200
6.5450 .0000
8910266 .5000 13.9000
105,735.03 .0800 13.8200
8.4000 .0000 13.8200
7.9000 .0000 7.6000
7.8200 .0000 7.6000
7.8200 .0000
8910629 .3750 13.0000
90,100.00 .0800 12.9200
7.3750 .0000 12.9200
7.0000 .0000 6.2950
6.9200 .0000 6.2950
6.9200 .0000
8910982 .5000 14.6000
70,946.13 .0800 14.5200
9.1000 .0000 14.5200
8.6000 .0000 8.3600
8.5200 .0000 8.3600
8.5200 .0000
8912029 .3750 12.7500
104,566.31 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 6.5450
6.6700 .0000 6.5450
6.6700 .0000
8912740 .5000 12.6000
90,766.93 .0800 12.5200
7.1000 .0000 12.5200
6.6000 .0000 6.1700
6.5200 .0000 6.1700
6.5200 .0000
1
8914384 .3750 13.7750
110,234.62 .0800 13.6950
7.1500 .0000 13.6950
6.7750 .0000 6.3550
6.6950 .0000 6.3550
6.6950 .0000
8914950 .5000 13.8800
105,158.13 .0800 13.8000
7.3800 .0000 13.8000
6.8800 .0000 7.8000
6.8000 .0000 7.8000
6.8000 .0000
8938290 .5000 12.7250
110,076.62 .0800 12.6450
7.2250 .0000 12.6450
6.7250 .0000 6.3650
6.6450 .0000 6.3650
6.6450 .0000
8946634 .5000 13.7500
124,705.67 .0800 13.6700
7.2500 .0000 13.6700
6.7500 .0000 5.1700
6.6700 .0000 5.1700
6.6700 .0000
8947648 .5000 13.6250
79,841.94 .0800 13.5450
8.1250 .0000 13.5450
7.6250 .0000 7.2950
7.5450 .0000 7.2950
7.5450 .0000
8947784 .5000 13.6250
103,688.18 .0800 13.5450
8.1250 .0000 13.5450
7.6250 .0000 8.0450
7.5450 .0000 8.0450
7.5450 .0000
8949758 .5000 12.7500
126,700.96 .0800 12.6700
7.2500 .0000 12.6700
6.7500 .0000 5.9200
6.6700 .0000 5.9200
6.6700 .0000
8949874 .3750 12.8750
119,717.44 .0800 12.7950
7.2500 .0000 12.7950
6.8750 .0000 6.6700
6.7950 .0000 6.6700
6.7950 .0000
1
8955366 .3750 13.5000
111,040.44 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 7.5450
7.4200 .0000 7.5450
7.4200 .0000
8955488 .5000 12.8750
92,415.23 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 6.9200
6.7950 .0000 6.9200
6.7950 .0000
8964486 .5000 14.4900
58,940.90 .0800 14.4100
8.9900 .0000 14.4100
8.4900 .0000 7.1700
8.4100 .0000 7.1700
8.4100 .0000
8968260 .3750 12.3750
123,985.53 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 6.4200
6.2950 .0000 6.4200
6.2950 .0000
8987890 .5000 12.6250
101,337.19 .0800 12.5450
7.1250 .0000 12.5450
6.6250 .0000 6.7950
6.5450 .0000 6.7950
6.5450 .0000
8989374 .5000 14.0000
99,878.41 .0800 13.9200
8.5000 .0000 13.9200
8.0000 .0000 7.9200
7.9200 .0000 7.9200
7.9200 .0000
8992282 .5000 11.7500
109,790.71 .0800 11.6700
6.2500 .0000 11.6700
5.7500 .0000 5.6700
5.6700 .0000 5.6700
5.6700 .0000
8999614 .5000 12.8750
128,478.86 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 7.7950
6.7950 .0000 7.7950
6.7950 .0000
1
9000226 .3750 13.0000
118,818.33 .0800 12.9200
7.3750 .0000 12.9200
7.0000 .0000 6.7950
6.9200 .0000 6.7950
6.9200 .0000
9000600 .3750 12.2500
126,176.35 .0800 12.1700
6.6250 .0000 12.1700
6.2500 .0000 6.1700
6.1700 .0000 6.1700
6.1700 .0000
9000688 .5000 11.2500
275,131.34 .0800 11.1700
5.7500 .0000 11.1700
5.2500 .0000 5.0450
5.1700 .0000 5.0450
5.1700 .0000
9005590 .5000 12.3750
235,602.33 .0800 12.2950
6.8750 .0000 12.2950
6.3750 .0000 7.1700
6.2950 .0000 7.1700
6.2950 .0000
9007660 .3750 11.8750
212,095.69 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 6.1700
5.7950 .0000 6.1700
5.7950 .0000
9007876 .3750 13.2150
93,333.42 .0800 13.1350
6.5900 .0000 13.1350
6.2150 .0000 4.7950
6.1350 .0000 4.7950
6.1350 .0000
9008006 .3750 13.3750
89,844.58 .0800 13.2950
6.7500 .0000 13.2950
6.3750 .0000 4.7950
6.2950 .0000 4.7950
6.2950 .0000
9008018 .3750 12.6150
251,096.83 .0800 12.5350
5.9900 .0000 12.5350
5.6150 .0000 4.7950
5.5350 .0000 4.7950
5.5350 .0000
1
9008030 .3750 12.4150
199,584.52 .0800 12.3350
5.7900 .0000 12.3350
5.4150 .0000 4.7950
5.3350 .0000 4.7950
5.3350 .0000
9008072 .5000 13.3400
130,278.57 .0800 13.2600
6.8400 .0000 13.2600
6.3400 .0000 4.3700
6.2600 .0000 4.3700
6.2600 .0000
9008126 .5000 14.7500
101,569.85 .0800 14.6700
8.2500 .0000 14.6700
7.7500 .0000 4.6700
7.6700 .0000 4.6700
7.6700 .0000
9008188 .5000 13.9000
131,799.48 .0800 13.8200
7.4000 .0000 13.8200
6.9000 .0000 4.6700
6.8200 .0000 4.6700
6.8200 .0000
9008196 .3750 12.6150
292,913.04 .0800 12.5350
5.9900 .0000 12.5350
5.6150 .0000 4.7950
5.5350 .0000 4.7950
5.5350 .0000
9008278 .3750 14.2250
98,176.49 .0800 14.1450
7.6000 .0000 14.1450
7.2250 .0000 4.4950
7.1450 .0000 4.4950
7.1450 .0000
9008332 .3750 12.8750
128,155.69 .0800 12.7950
6.2500 .0000 12.7950
5.8750 .0000 5.1700
5.7950 .0000 5.1700
5.7950 .0000
9008344 .3750 13.1650
240,547.38 .0800 13.0850
6.5400 .0000 13.0850
6.1650 .0000 4.7950
6.0850 .0000 4.7950
6.0850 .0000
1
9008382 .5000 13.6250
111,820.33 .0800 13.5450
7.1250 .0000 13.5450
6.6250 .0000 4.6700
6.5450 .0000 4.6700
6.5450 .0000
9008394 .5000 13.6400
257,587.36 .0800 13.5600
7.1400 .0000 13.5600
6.6400 .0000 6.3700
6.5600 .0000 6.3700
6.5600 .0000
9008398 .5000 15.4900
315,652.76 .0800 15.4100
8.9900 .0000 15.4100
8.4900 .0000 6.3700
8.4100 .0000 6.3700
8.4100 .0000
9008510 .3750 13.0150
239,256.08 .0800 12.9350
6.3900 .0000 12.9350
6.0150 .0000 4.7950
5.9350 .0000 4.7950
5.9350 .0000
9008512 .5000 14.7500
101,803.50 .0800 14.6700
8.2500 .0000 14.6700
7.7500 .0000 4.6700
7.6700 .0000 4.6700
7.6700 .0000
9008566 .5000 12.7500
207,604.24 .0800 12.6700
6.2500 .0000 12.6700
5.7500 .0000 5.4200
5.6700 .0000 5.4200
5.6700 .0000
9008582 .5000 13.2900
113,405.35 .0800 13.2100
6.7900 .0000 13.2100
6.2900 .0000 5.4200
6.2100 .0000 5.4200
6.2100 .0000
9008636 .5000 13.2900
241,834.93 .0800 13.2100
6.7900 .0000 13.2100
6.2900 .0000 5.6700
6.2100 .0000 5.6700
6.2100 .0000
1
9008652 .5000 13.1900
221,612.12 .0800 13.1100
6.6900 .0000 13.1100
6.1900 .0000 4.6700
6.1100 .0000 4.6700
6.1100 .0000
9008784 .3750 12.3650
229,517.67 .0800 12.2850
5.7400 .0000 12.2850
5.3650 .0000 4.7950
5.2850 .0000 4.7950
5.2850 .0000
9008800 .3750 12.4150
127,587.90 .0800 12.3350
5.7900 .0000 12.3350
5.4150 .0000 4.7950
5.3350 .0000 4.7950
5.3350 .0000
9008804 .3750 12.5650
241,760.91 .0800 12.4850
5.9400 .0000 12.4850
5.5650 .0000 4.7950
5.4850 .0000 4.7950
5.4850 .0000
9008816 .3750 13.0150
109,796.28 .0800 12.9350
6.3900 .0000 12.9350
6.0150 .0000 4.7950
5.9350 .0000 4.7950
5.9350 .0000
9008820 .3750 12.7150
237,533.04 .0800 12.6350
6.0900 .0000 12.6350
5.7150 .0000 4.7950
5.6350 .0000 4.7950
5.6350 .0000
9008956 .3750 12.3750
262,948.45 .0800 12.2950
5.7500 .0000 12.2950
5.3750 .0000 4.7950
5.2950 .0000 4.7950
5.2950 .0000
9008964 .3750 13.8750
132,352.54 .0800 13.7950
7.2500 .0000 13.7950
6.8750 .0000 4.7950
6.7950 .0000 4.7950
6.7950 .0000
1
9008968 .5000 14.7400
93,380.09 .0800 14.6600
8.2400 .0000 14.6600
7.7400 .0000 5.4200
7.6600 .0000 5.4200
7.6600 .0000
9009114 .5000 14.3500
90,823.75 .0800 14.2700
7.8500 .0000 14.2700
7.3500 .0000 5.6700
7.2700 .0000 5.6700
7.2700 .0000
9009208 .3750 14.2250
112,635.36 .0800 14.1450
7.6000 .0000 14.1450
7.2250 .0000 4.7950
7.1450 .0000 4.7950
7.1450 .0000
9009900 .5000 11.4500
319,355.16 .0800 11.3700
5.9500 .0000 11.3700
5.4500 .0000 4.5200
5.3700 .0000 4.5200
5.3700 .0000
9009922 .5000 12.4000
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1
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1
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1
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1
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1
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1
9049062 .3750 12.5250
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1
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1
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1
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1
9087798 .3750 12.3150
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1
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8.2950 .0000 8.2950
8.2950 .0000
9127666 .5000 12.5000
117,900.00 .0800 12.4200
7.0000 .0000 12.4200
6.5000 .0000 6.4200
6.4200 .0000 6.4200
6.4200 .0000
9127902 .5000 13.1250
91,500.00 .0800 13.0450
7.6250 .0000 13.0450
7.1250 .0000 7.1700
7.0450 .0000 7.1700
7.0450 .0000
9128094 .5000 13.8750
75,905.21 .0800 13.7950
8.3750 .0000 13.7950
7.8750 .0000 7.6700
7.7950 .0000 7.6700
7.7950 .0000
9128522 .5000 12.7500
124,200.00 .0800 12.6700
7.2500 .0000 12.6700
6.7500 .0000 7.4200
6.6700 .0000 7.4200
6.6700 .0000
1
9128538 .3750 13.2500
53,000.00 .0800 13.1700
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7.2500 .0000 7.6700
7.1700 .0000 7.6700
7.1700 .0000
9128610 .5000 13.7500
90,750.00 .0800 13.6700
8.2500 .0000 13.6700
7.7500 .0000 8.0450
7.6700 .0000 8.0450
7.6700 .0000
9129210 .3750 13.5000
58,809.50 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 7.2950
7.4200 .0000 7.2950
7.4200 .0000
9131522 .3750 12.8750
184,740.00 .0800 12.7950
7.2500 .0000 12.7950
6.8750 .0000 7.0450
6.7950 .0000 7.0450
6.7950 .0000
9131562 .5000 14.7500
83,087.00 .0800 14.6700
9.2500 .0000 14.6700
8.7500 .0000 7.9200
8.6700 .0000 7.9200
8.6700 .0000
9132126 .5000 13.6250
126,000.00 .0800 13.5450
8.1250 .0000 13.5450
7.6250 .0000 7.6700
7.5450 .0000 7.6700
7.5450 .0000
9132632 .5000 14.2500
50,000.00 .0800 14.1700
8.7500 .0000 14.1700
8.2500 .0000 8.7950
8.1700 .0000 8.7950
8.1700 .0000
9132836 .3750 12.0000
234,000.00 .0800 11.9200
6.3750 .0000 11.9200
6.0000 .0000 6.6700
5.9200 .0000 6.6700
5.9200 .0000
1
9133008 .3750 12.7500
101,918.44 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 6.5450
6.6700 .0000 6.5450
6.6700 .0000
9133556 .5000 13.0000
148,410.00 .0800 12.9200
7.5000 .0000 12.9200
7.0000 .0000 6.9200
6.9200 .0000 6.9200
6.9200 .0000
9134686 .5000 13.5000
117,955.75 .0800 13.4200
7.0000 .0000 13.4200
6.5000 .0000 6.6700
6.4200 .0000 6.6700
6.4200 .0000
9135046 .5000 13.7500
112,323.95 .0800 13.6700
7.2500 .0000 13.6700
6.7500 .0000 6.9200
6.6700 .0000 6.9200
6.6700 .0000
9135378 .5000 15.0000
104,436.70 .0800 14.9200
8.5000 .0000 14.9200
8.0000 .0000 8.1700
7.9200 .0000 8.1700
7.9200 .0000
9135790 .5000 13.8750
79,000.86 .0800 13.7950
8.3750 .0000 13.7950
7.8750 .0000 7.7950
7.7950 .0000 7.7950
7.7950 .0000
9136166 .5000 13.7500
127,418.70 .0800 13.6700
8.2500 .0000 13.6700
7.7500 .0000 7.5450
7.6700 .0000 7.5450
7.6700 .0000
9136374 .5000 13.0000
146,051.53 .0800 12.9200
7.5000 .0000 12.9200
7.0000 .0000 7.4200
6.9200 .0000 7.4200
6.9200 .0000
1
9136550 .5000 13.2500
133,650.00 .0800 13.1700
7.7500 .0000 13.1700
7.2500 .0000 7.9200
7.1700 .0000 7.9200
7.1700 .0000
9136900 .3750 11.8750
164,200.00 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 6.1700
5.7950 .0000 6.1700
5.7950 .0000
9136924 .3750 12.8750
85,500.00 .0800 12.7950
7.2500 .0000 12.7950
6.8750 .0000 6.7950
6.7950 .0000 6.7950
6.7950 .0000
9137094 .5000 13.2500
102,000.00 .0800 13.1700
7.7500 .0000 13.1700
7.2500 .0000 7.2950
7.1700 .0000 7.2950
7.1700 .0000
9137204 .5000 13.3750
50,400.00 .0800 13.2950
7.8750 .0000 13.2950
7.3750 .0000 7.6700
7.2950 .0000 7.6700
7.2950 .0000
9137260 .5000 11.7500
119,000.00 .0800 11.6700
6.2500 .0000 11.6700
5.7500 .0000 6.2950
5.6700 .0000 6.2950
5.6700 .0000
9137266 .5000 12.8750
81,000.00 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 7.2950
6.7950 .0000 7.2950
6.7950 .0000
9137336 .5000 13.3750
94,500.00 .0800 13.2950
7.8750 .0000 13.2950
7.3750 .0000 7.1700
7.2950 .0000 7.1700
7.2950 .0000
1
9137402 .5000 13.5000
287,910.00 .0800 13.4200
8.0000 .0000 13.4200
7.5000 .0000 7.7950
7.4200 .0000 7.7950
7.4200 .0000
9137404 .5000 12.1250
246,500.00 .0800 12.0450
6.6250 .0000 12.0450
6.1250 .0000 6.6700
6.0450 .0000 6.6700
6.0450 .0000
9137418 .3750 12.3750
229,300.00 .0800 12.2950
6.7500 .0000 12.2950
6.3750 .0000 7.0450
6.2950 .0000 7.0450
6.2950 .0000
9137448 .5000 13.3750
122,979.00 .0800 13.2950
7.8750 .0000 13.2950
7.3750 .0000 7.6700
7.2950 .0000 7.6700
7.2950 .0000
9137466 .5000 12.5000
236,250.00 .0800 12.4200
7.0000 .0000 12.4200
6.5000 .0000 6.9200
6.4200 .0000 6.9200
6.4200 .0000
9138592 .5000 13.5000
159,000.00 .0800 13.4200
8.0000 .0000 13.4200
7.5000 .0000 8.0450
7.4200 .0000 8.0450
7.4200 .0000
9138626 .3750 12.7500
167,400.00 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 6.6700
6.6700 .0000 6.6700
6.6700 .0000
9138820 .5000 13.6250
108,000.00 .0800 13.5450
8.1250 .0000 13.5450
7.6250 .0000 7.4200
7.5450 .0000 7.4200
7.5450 .0000
1
9139974 .3750 12.2500
95,000.00 .0800 12.1700
6.6250 .0000 12.1700
6.2500 .0000 6.2950
6.1700 .0000 6.2950
6.1700 .0000
9139986 .3750 13.1250
71,250.00 .0800 13.0450
7.5000 .0000 13.0450
7.1250 .0000 7.2950
7.0450 .0000 7.2950
7.0450 .0000
9140136 .5000 13.2500
114,000.00 .0800 13.1700
7.7500 .0000 13.1700
7.2500 .0000 7.7950
7.1700 .0000 7.7950
7.1700 .0000
9140360 .5000 13.5000
93,500.00 .0800 13.4200
8.0000 .0000 13.4200
7.5000 .0000 7.9200
7.4200 .0000 7.9200
7.4200 .0000
9140430 .3750 13.0000
55,670.00 .0800 12.9200
7.3750 .0000 12.9200
7.0000 .0000 7.4200
6.9200 .0000 7.4200
6.9200 .0000
9140848 .3750 12.5000
91,000.00 .0800 12.4200
6.8750 .0000 12.4200
6.5000 .0000 6.1700
6.4200 .0000 6.1700
6.4200 .0000
9140860 .5000 13.2000
98,600.00 .0800 13.1200
7.7000 .0000 13.1200
7.2000 .0000 7.1700
7.1200 .0000 7.1700
7.1200 .0000
9140868 .5000 12.8750
120,600.00 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 6.7950
6.7950 .0000 6.7950
6.7950 .0000
1
9141060 .5000 12.9750
110,500.00 .0800 12.8950
7.4750 .0000 12.8950
6.9750 .0000 8.0400
6.8950 .0000 8.0400
6.8950 .0000
9141288 .3750 12.1250
113,000.00 .0800 12.0450
6.5000 .0000 12.0450
6.1250 .0000 5.9200
6.0450 .0000 5.9200
6.0450 .0000
9141406 .5000 13.1750
97,750.00 .0800 13.0950
7.6750 .0000 13.0950
7.1750 .0000 6.4200
7.0950 .0000 6.4200
7.0950 .0000
9142864 .3750 12.5000
142,450.00 .0800 12.4200
6.8750 .0000 12.4200
6.5000 .0000 6.4200
6.4200 .0000 6.4200
6.4200 .0000
9143130 .3750 12.7500
90,600.00 .0800 12.6700
7.1250 .0000 12.6700
6.7500 .0000 6.7950
6.6700 .0000 6.7950
6.6700 .0000
9143160 .5000 13.1250
111,150.00 .0800 13.0450
7.6250 .0000 13.0450
7.1250 .0000 7.5450
7.0450 .0000 7.5450
7.0450 .0000
9143200 .5000 12.0000
198,000.00 .0800 11.9200
6.5000 .0000 11.9200
6.0000 .0000 6.4200
5.9200 .0000 6.4200
5.9200 .0000
9143220 .3750 12.1250
99,450.00 .0800 12.0450
6.5000 .0000 12.0450
6.1250 .0000 6.4200
6.0450 .0000 6.4200
6.0450 .0000
1
9143314 .3750 12.0000
157,500.00 .0800 11.9200
6.3750 .0000 11.9200
6.0000 .0000 7.0450
5.9200 .0000 7.0450
5.9200 .0000
9143344 .3750 12.1250
229,500.00 .0800 12.0450
6.5000 .0000 12.0450
6.1250 .0000 7.0450
6.0450 .0000 7.0450
6.0450 .0000
9143388 .3750 12.0000
85,500.00 .0800 11.9200
6.3750 .0000 11.9200
6.0000 .0000 6.7950
5.9200 .0000 6.7950
5.9200 .0000
9143484 .3750 12.2500
141,000.00 .0800 12.1700
6.6250 .0000 12.1700
6.2500 .0000 6.4200
6.1700 .0000 6.4200
6.1700 .0000
9143536 .3750 11.3750
150,300.00 .0800 11.2950
5.7500 .0000 11.2950
5.3750 .0000 5.7950
5.2950 .0000 5.7950
5.2950 .0000
9144330 .3750 11.8750
221,000.00 .0800 11.7950
6.2500 .0000 11.7950
5.8750 .0000 6.4200
5.7950 .0000 6.4200
5.7950 .0000
9144336 .5000 12.7500
172,000.00 .0800 12.6700
7.2500 .0000 12.6700
6.7500 .0000 6.6700
6.6700 .0000 6.6700
6.6700 .0000
9146212 .5000 12.0000
154,000.00 .0800 11.9200
6.5000 .0000 11.9200
6.0000 .0000 6.5450
5.9200 .0000 6.5450
5.9200 .0000
1
9146232 .5000 12.3750
140,000.00 .0800 12.2950
6.8750 .0000 12.2950
6.3750 .0000 6.7950
6.2950 .0000 6.7950
6.2950 .0000
9146286 .3750 12.2500
131,750.00 .0800 12.1700
6.6250 .0000 12.1700
6.2500 .0000 6.6700
6.1700 .0000 6.6700
6.1700 .0000
9146314 .5000 13.6250
108,900.00 .0800 13.5450
8.1250 .0000 13.5450
7.6250 .0000 7.7950
7.5450 .0000 7.7950
7.5450 .0000
9146458 .3750 13.5000
68,875.00 .0800 13.4200
7.8750 .0000 13.4200
7.5000 .0000 7.4200
7.4200 .0000 7.4200
7.4200 .0000
9146476 .5000 13.0000
191,250.00 .0800 12.9200
7.5000 .0000 12.9200
7.0000 .0000 7.2950
6.9200 .0000 7.2950
6.9200 .0000
9146896 .3750 12.0000
112,400.00 .0800 11.9200
6.3750 .0000 11.9200
6.0000 .0000 6.1700
5.9200 .0000 6.1700
5.9200 .0000
9147188 .5000 12.8750
205,000.00 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 7.2950
6.7950 .0000 7.2950
6.7950 .0000
9149338 .5000 12.0000
181,000.00 .0800 11.9200
6.5000 .0000 11.9200
6.0000 .0000 7.1700
5.9200 .0000 7.1700
5.9200 .0000
1
9151702 .3750 12.6250
54,000.00 .0800 12.5450
7.0000 .0000 12.5450
6.6250 .0000 6.9200
6.5450 .0000 6.9200
6.5450 .0000
9151726 .3750 13.2500
52,200.00 .0800 13.1700
7.6250 .0000 13.1700
7.2500 .0000 7.1700
7.1700 .0000 7.1700
7.1700 .0000
9152010 .5000 12.3750
137,700.00 .0800 12.2950
6.8750 .0000 12.2950
6.3750 .0000 6.9200
6.2950 .0000 6.9200
6.2950 .0000
9152260 .5000 12.8750
97,750.00 .0800 12.7950
7.3750 .0000 12.7950
6.8750 .0000 7.1700
6.7950 .0000 7.1700
6.7950 .0000
TOTAL NUMBER OF LOANS: 1810
TOTAL BALANCE........: 237,500,356.88
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 13.46.03 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RASC 2004-KS3 ARM ARM SUMMARY REPORT CUTOFF : 03/01/04
POOL : 0004811
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.0897 4.6500 11.5000
RFC NET RATE 6.6370 4.2750 11.0000
NET MTG RATE(INVSTR RATE) 6.5570 4.1950 10.9200
POST STRIP RATE 6.5570 4.1950 10.9200
SUB SERV FEE .4527 .3750 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 13.0326 10.4250 17.0000
MAX NET MTG RT(MAX INV RT) 12.9526 10.3450 16.9200
MAX POST STRIP RATE 12.9526 10.3450 16.9200
INV RATE MARGIN 6.4200 1.6700 10.7100
POST STRIP MARGIN 6.4200 1.6700 10.7100
TOTAL NUMBER OF LOANS: 1810
TOTAL BALANCE........: 237,500,356.88
***************************
* END OF REPORT *
***************************
RUN ON : 03/25/04 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 13.46.03 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RASC 2004-KS3 ARM CONFORMING CUTOFF : 03/01/04
POOL : 0004811
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
8580206 6.8900 116,700.00 100
6.8900 115,902.05 ZZ
6.3900 767.81 1
12.8900 767.81 69
XXXXXXXXXX XX 00000 12.3900 07/22/03
0436390553 6.8900 08/27/03 00
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XXXXXXXX XX 00000 12.5000 09/02/03
0418179255 .0000 11/01/03 00
0418179255 .0000 10/01/33 0
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1
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.0000 5 00 00/00/00
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XXXXXXXXX XX 00000 11.6250 09/12/03
0436592430 .0000 11/01/03 23
12961084 .0000 10/01/33 0
0 7.2500 10/01/05 10/01/05
P48/G02 6.8750 11/01/05 11/01/05
45 6.0000 .0000 .0000
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.0000 05 0 00/00/00
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8728360 7.9900 242,250.00 100
7.9900 241,424.70 ZZ
7.4900 1,775.86 1
14.4900 1,775.86 85
XX XXXXX XX 00000 13.9900 09/12/03
0437199011 7.9900 11/01/03 23
10580716 7.4900 10/01/33 0
0 7.1900 10/01/05 10/01/05
147/R44 6.6900 11/01/05 11/01/05
25 7.9900 .0000 .0000
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6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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8751348 6.7500 124,100.00 100
6.7500 123,449.83 ZZ
6.3750 804.91 1
13.7500 804.91 85
XXXXXXX XX 00000 13.3750 08/27/03
1
0436845895 6.7500 10/01/03 23
63030784 6.3750 09/01/33 0
0 6.5000 09/01/05 09/01/05
A38/G02 6.1250 10/01/05 10/01/05
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8809764 8.0000 116,000.00 100
8.0000 115,684.68 TX
7.5000 851.17 1
14.0000 851.17 80
XXXXXXXXXX XX 00000 13.5000 10/15/03
0436875645 8.0000 12/01/03 00
2117101392 7.5000 11/01/33 0
0 7.8750 11/01/05 11/01/05
Q64/R44 7.3750 12/01/05 12/01/05
25 8.0000 .0000 .0000
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360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8865264 7.9990 107,950.00 100
7.9990 107,657.28 ZZ
7.4990 792.03 1
14.9990 792.03 85
XXXX XXXX XX 00000 14.4990 10/24/03
0437031560 7.9990 12/01/03 23
0309184890 7.4990 11/01/33 0
0 6.5000 11/01/06 11/01/06
P37/R44 6.0000 12/01/06 12/01/06
25 7.9990 .0000 .0000
A 9.4990 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
8895897 8.9250 86,400.00 100
8.9250 86,255.10 ZZ
1
8.4250 690.54 1
14.9250 690.54 00
XXX XXXXXX XX 00000 14.4250 10/28/03
0437192172 .0000 01/01/04 23
37374 .0000 12/01/33 0
0 8.4250 12/01/05 12/01/05
T06/R44 7.9250 01/01/06 01/01/06
25 8.9250 .0000 .0000
A 10.9250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
8899678 8.0000 118,400.00 100
8.0000 118,079.01 ZZ
7.5000 868.78 1
14.0000 868.78 75
XXXXXXX XX 00000 13.5000 10/24/03
0437046733 8.0000 12/01/03 00
0000000000 7.5000 11/01/33 0
0 7.8750 11/01/05 11/01/05
Q64/R44 7.3750 12/01/05 12/01/05
25 8.0000 .0000 .0000
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360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
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8904231 6.7500 69,700.00 100
6.7500 69,579.55 ZZ
6.3750 452.07 1
12.7500 452.07 85
XXXXXXXX XX 00000 12.3750 12/30/03
0437388689 7.1250 02/01/04 23
100205400 6.7500 01/01/34 0
0 7.1250 01/01/06 01/01/06
U45/G02 6.7500 02/01/06 02/01/06
45 7.1250 .0000 .0000
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6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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8904255 6.9900 229,500.00 100
6.9900 229,311.51 ZZ
6.4900 1,525.33 1
12.9900 1,525.33 85
XXXXXXXX XX 00000 12.4900 01/02/04
0437386238 7.5000 03/01/04 23
00205349 7.0000 02/01/34 0
0 7.5000 02/01/07 02/01/07
U45/R44 7.0000 03/01/07 03/01/07
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.0000 5 00 00/00/00
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BALTIMORE MD 21225 14.1250 12/12/03
0437279045 7.5000 02/01/04 23
20311099 7.1250 01/01/34 0
0 7.0000 01/01/06 01/01/06
X92/G02 6.6250 02/01/06 02/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
1
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 07 0 00/00/00
N .0000
9026450 7.8750 108,900.00 100
7.8750 108,749.62 ZZ
7.3750 789.60 1
14.8750 789.60 90
JACKSONVILLE FL 32208 14.3750 12/18/03
0437280563 7.8750 02/01/04 23
20312052 7.3750 01/01/34 0
0 6.8750 01/01/06 01/01/06
X92/R44 6.3750 02/01/06 02/01/06
25 7.8750 .0000 .0000
A 10.8750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026490 6.3750 121,500.00 100
6.3750 121,274.34 ZZ
6.0000 758.00 1
13.3750 758.00 76
BREWTON AL 36426 13.0000 12/05/03
0437285117 6.6250 02/01/04 00
20312003 6.2500 01/01/34 0
0 6.6250 01/01/06 01/01/06
X92/G02 6.2500 02/01/06 02/01/06
25 6.6250 .0000 .0000
A 9.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026496 6.5000 126,000.00 100
6.5000 125,771.56 ZZ
6.1250 796.41 1
12.5000 796.41 77
SOUTH SAINT PA MN 55075 12.1250 12/11/03
0437295579 .0000 02/01/04 00
9540691594 .0000 01/01/34 0
0 6.5000 01/01/06 01/01/06
1
X81/G02 6.1250 02/01/06 02/01/06
45 6.5000 .0000 .0000
A 9.5000 6 6
360 9 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026578 7.2500 125,000.00 100
7.2500 124,606.41 ZZ
6.7500 852.72 1
13.7500 852.72 84
MICHIGAN CITY IN 46360 13.2500 10/06/03
0437348352 7.2500 12/01/03 23
10903485 6.7500 11/01/33 0
0 6.2500 11/01/06 11/01/06
147/R44 5.7500 12/01/06 12/01/06
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026612 5.9900 210,000.00 100
5.9900 209,368.47 ZZ
5.4900 1,257.71 1
12.4900 1,257.71 75
MIDDLETOWN NY 10940 11.9900 11/17/03
0437357981 5.9900 01/01/04 00
10906486 5.4900 12/01/33 0
0 5.6250 12/01/05 01/01/06
147/R44 5.1250 01/01/06 02/01/06
25 5.9900 .0000 .0000
A 7.4900 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026664 8.8900 76,500.00 100
8.8900 76,414.18 ZZ
8.3900 609.49 1
14.8900 609.49 85
MAUSTON WI 53948 14.3900 12/17/03
1
0437272065 .0000 02/01/04 23
0312120080S .0000 01/01/34 0
0 8.8900 01/01/06 01/01/06
M63/R44 8.3900 02/01/06 02/01/06
25 8.8900 .0000 .0000
A 11.8900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026678 7.2500 125,500.00 100
7.2500 125,303.61 ZZ
6.7500 856.13 1
13.7500 856.13 75
NORTH LAS VEGA NV 89031 13.2500 12/15/03
0437333024 7.2500 02/01/04 00
10919924 6.7500 01/01/34 0
0 6.3750 01/01/06 01/01/06
147/R44 5.8750 02/01/06 02/01/06
25 7.2500 .0000 .0000
A 8.7500 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
9026712 8.3000 75,000.00 100
8.3000 74,904.99 ZZ
7.8000 566.09 1
14.3000 566.09 75
IOLA WI 54945 13.8000 12/18/03
0437278831 .0000 02/01/04 00
0312170122S .0000 01/01/34 0
0 8.7760 01/01/06 01/01/06
M63/R44 8.2760 02/01/06 02/01/06
25 8.3000 .0000 .0000
A 11.3000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026724 6.5000 119,000.00 100
6.5000 118,675.51 ZZ
1
6.0000 752.16 1
13.0000 752.16 63
BOUNTIFUL UT 84010 12.5000 11/18/03
0437334840 6.5000 01/01/04 00
10586810 6.0000 12/01/33 0
0 6.2500 12/01/05 12/01/05
147/R44 5.7500 01/01/06 01/01/06
25 6.5000 .0000 .0000
A 8.0000 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026750 7.3750 92,800.00 100
7.3750 92,586.84 ZZ
6.8750 640.95 1
13.8750 640.95 75
DELANO CA 93215 13.3750 11/21/03
0437347594 7.3750 01/01/04 00
10911191 6.8750 12/01/33 0
0 6.0000 12/01/05 12/01/05
147/R44 5.5000 01/01/06 01/01/06
25 7.3750 .0000 .0000
A 8.8750 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026766 7.5000 114,000.00 100
7.5000 113,915.40 ZZ
7.0000 797.10 1
13.5000 797.10 80
ROCKFORD IA 50468 13.0000 12/30/03
0437274228 7.5000 03/01/04 00
14514402 7.0000 02/01/34 0
0 7.5000 02/01/07 02/01/07
U35/R44 7.0000 03/01/07 03/01/07
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9026770 6.6250 288,000.00 100
6.6250 287,233.49 ZZ
6.1250 1,844.10 1
13.1250 1,844.10 90
MORENO VALLEY CA 92557 12.6250 11/13/03
0437331234 6.6250 01/01/04 23
10913120 6.1250 12/01/33 0
0 6.1250 12/01/05 12/01/05
147/R44 5.6250 01/01/06 01/01/06
25 6.6250 .0000 .0000
A 8.1250 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9026850 5.8750 253,800.00 100
5.8750 253,281.22 ZZ
5.3750 1,501.32 1
12.3750 1,501.32 90
BALDWIN PARK CA 91706 11.8750 12/22/03
0437328313 5.8750 02/01/04 23
10926573 5.3750 01/01/34 0
0 5.8750 01/01/06 01/01/06
147/R44 5.3750 02/01/06 02/01/06
25 5.8750 .0000 .0000
A 7.3750 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027062 7.5000 121,500.00 100
7.5000 121,202.18 ZZ
7.1250 849.55 1
13.5000 849.55 90
AUSTIN TX 78723 13.1250 12/01/03
0437289879 7.5000 01/01/04 23
K12586 7.1250 12/01/33 0
0 7.5000 12/01/05 12/01/05
X47/G02 7.1250 01/01/06 01/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027558 6.0000 61,300.00 100
6.0000 61,238.98 ZZ
5.6250 367.52 2
12.0000 367.52 71
DETROIT MI 48238 11.6250 01/08/04
0437274319 .0000 03/01/04 00
8698016 .0000 02/01/34 0
0 6.7500 02/01/06 02/01/06
N56/G02 6.3750 03/01/06 03/01/06
25 3.0000 .0000 .0000
A 9.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
9027672 8.9900 70,400.00 100
8.9900 70,322.63 ZZ
8.4900 565.95 1
14.9900 565.95 80
CINCINNATI OH 45224 14.4900 12/30/03
0437291750 8.9900 02/01/04 00
0100006737 8.4900 01/01/34 0
0 8.9900 01/01/06 01/01/06
U75/R44 8.4900 02/01/06 02/01/06
45 8.9900 .0000 .0000
A 11.9900 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027726 7.9250 100,000.00 100
7.9250 99,826.64 ZZ
7.4250 728.54 1
13.9250 728.54 77
GRAND RAPIDS MN 55744 13.4250 12/12/03
0437273873 .0000 02/01/04 00
0312110064S .0000 01/01/34 0
0 7.9250 01/01/07 01/01/07
M63/R44 7.4250 02/01/07 02/01/07
25 7.9250 .0000 .0000
A 10.9250 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027778 7.7500 99,000.00 100
7.7500 98,859.79 ZZ
7.2500 709.25 1
13.7500 709.25 90
INDIANAPOLIS IN 46226 13.2500 12/15/03
0437272933 7.5000 02/01/04 23
14391566 7.0000 01/01/34 0
0 7.5000 01/01/07 01/01/07
U35/R44 7.0000 02/01/07 02/01/07
25 7.5000 .0000 .0000
A 10.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.2500 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027800 7.2500 200,000.00 100
7.2500 199,843.98 ZZ
6.7500 1,364.35 1
13.2500 1,364.35 77
NEW BRIGHTON MN 55112 12.7500 01/07/04
0437411366 .0000 03/01/04 00
20034451F .0000 02/01/34 0
0 7.2500 02/01/07 02/01/07
B39/R46 6.7500 03/01/07 03/01/07
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9027942 6.6250 105,000.00 100
6.6250 104,814.21 ZZ
6.1250 672.33 1
12.6250 672.33 79
WATERTOWN WI 53094 12.1250 12/18/03
0437275423 .0000 02/01/04 00
0312170125S .0000 01/01/34 0
0 6.8750 01/01/06 01/01/06
1
M63/R44 6.3750 02/01/06 02/01/06
25 6.6250 .0000 .0000
A 9.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028024 7.2500 103,500.00 100
7.2500 103,338.03 ZZ
6.7500 706.05 1
13.2500 706.05 90
LETTS IA 52754 12.7500 12/29/03
0437273733 7.2500 02/01/04 23
14500001 6.7500 01/01/34 0
0 7.2500 01/01/07 01/01/07
U35/R44 6.7500 02/01/07 02/01/07
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028518 8.3750 83,700.00 100
8.3750 83,595.59 ZZ
7.8750 636.18 1
14.3750 636.18 90
MARKESAN WI 53946 13.8750 12/08/03
0437272719 8.3750 02/01/04 23
14258749 7.8750 01/01/34 0
0 8.3750 01/01/06 01/01/06
U35/R44 7.8750 02/01/06 02/01/06
25 8.3750 .0000 .0000
A 11.3750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028668 8.0000 115,000.00 100
8.0000 114,845.16 ZZ
7.5000 843.83 1
14.0000 843.83 77
FRESNO CA 93703 13.5000 12/11/03
1
0437274798 8.0000 02/02/04 00
14340160 7.5000 01/02/34 0
0 8.0000 01/02/07 01/02/07
U35/R44 7.5000 02/02/07 02/02/07
25 8.0000 .0000 .0000
A 11.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028736 7.9500 90,000.00 100
7.9500 89,877.60 ZZ
7.4500 657.25 1
13.9500 657.25 82
WILMINGTON OH 45177 13.4500 12/24/03
0437395866 7.9500 02/01/04 23
0100007240 7.4500 01/01/34 0
0 7.0000 01/01/06 01/01/06
U75/R44 6.5000 02/01/06 02/01/06
45 7.9500 .0000 .0000
A 10.9500 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028764 7.5000 57,000.00 100
7.5000 56,915.14 ZZ
7.1250 398.55 1
13.5000 398.55 95
ANDERSON IN 46013 13.1250 12/29/03
0437269392 7.5000 02/01/04 23
14496276 7.1250 01/01/34 0
0 7.5000 01/01/06 01/01/06
U35/G02 7.1250 02/01/06 02/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028780 8.0000 124,200.00 100
8.0000 124,032.76 ZZ
1
7.5000 911.34 1
14.0000 911.34 90
TAYLOR MI 48180 13.5000 12/12/03
0437286941 8.0000 02/01/04 23
0100007047 7.5000 01/01/34 0
0 8.0000 01/01/06 01/01/06
U75/R44 7.5000 02/01/06 02/01/06
45 8.0000 .0000 .0000
A 11.0000 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028850 8.8000 98,600.00 100
8.8000 98,543.85 ZZ
8.3000 779.22 1
14.8000 779.22 85
GERRARDSTOWN WV 25420 14.3000 12/30/03
6000025213 8.8000 03/01/04 23
6000025213 8.3000 02/01/34 0
0 7.9500 02/01/06 02/01/06
T87/T87 7.4500 03/01/06 03/01/06
25 8.8000 .0000 .0000
A 11.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028852 8.2250 91,700.00 100
8.2250 91,641.22 ZZ
7.7250 687.31 1
14.2250 687.31 100
NASHVILLE TN 37206 13.7250 01/05/04
6000025239 8.2250 03/01/04 23
6000025239 7.7250 02/01/34 0
0 7.1150 02/01/06 02/01/06
T87/T87 6.6150 03/01/06 03/01/06
25 8.2250 .0000 .0000
A 11.2250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9028860 8.9500 92,700.00 100
8.9500 92,545.37 ZZ
8.4500 742.55 1
14.9500 742.55 90
NASHVILLE TN 37218 14.4500 12/16/03
0437286933 8.9500 01/22/04 23
30924001 8.4500 12/22/33 0
0 8.8500 12/22/05 12/22/05
U77/R44 8.3500 01/22/06 01/22/06
25 8.9500 .0000 .0000
A 11.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028876 8.6500 97,500.00 100
8.6500 97,385.05 ZZ
8.1500 760.08 1
14.6500 760.08 77
ORLANDO FL 32821 14.1500 12/23/03
0437289168 8.6500 02/01/04 00
31030030 8.1500 01/01/34 0
0 8.5500 01/01/06 01/01/06
U77/R44 8.0500 02/01/06 02/01/06
25 8.6500 .0000 .0000
A 11.6500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9028920 6.3500 114,800.00 100
6.3500 114,585.74 ZZ
5.8500 714.33 1
12.3500 714.33 70
VIRGINIA BEACH VA 23452 11.8500 12/22/03
0437288541 6.3500 02/01/04 00
31208046 5.8500 01/01/34 0
0 6.2500 01/01/06 01/01/06
U77/R44 5.7500 02/01/06 02/01/06
25 6.3500 .0000 .0000
A 9.3500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9029000 6.8750 121,600.00 100
6.8750 121,395.09 ZZ
6.5000 798.83 1
12.8750 798.83 95
FARGO ND 58103 12.5000 12/08/03
0437281587 5.5000 02/01/04 23
14267791 5.1250 01/01/34 0
0 5.5000 01/01/06 01/01/06
U35/G02 5.1250 02/01/06 02/01/06
25 5.5000 .0000 .0000
A 9.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1.3750 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9029052 7.1250 227,000.00 100
7.1250 226,635.86 ZZ
6.7500 1,529.34 1
13.1250 1,529.34 94
FRESNO CA 93727 12.7500 12/22/03
0437274202 7.1250 02/01/04 23
14462798 6.7500 01/01/34 0
0 7.1250 01/01/06 01/01/06
U35/G02 6.7500 02/01/06 02/01/06
25 7.1250 .0000 .0000
A 10.1250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9029094 7.9900 84,600.00 100
7.9900 84,485.86 ZZ
7.4900 620.18 1
13.9900 620.18 90
NEW CARLISLE OH 45344 13.4900 12/15/03
0437284813 7.9900 02/01/04 23
0100007178 7.4900 01/01/34 0
0 7.9900 01/01/06 01/01/06
U75/R44 7.4900 02/01/06 02/01/06
45 7.9900 .0000 .0000
A 10.9900 6 6
1
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9029134 7.1250 91,000.00 100
7.1250 90,854.03 ZZ
6.6250 613.08 1
13.1250 613.08 66
SILVER LAKE WI 53170 12.6250 12/23/03
0437281421 7.1250 02/01/04 00
14480224 6.6250 01/01/34 0
0 7.1250 01/01/06 01/01/06
U35/R44 6.6250 02/01/06 02/01/06
25 7.1250 .0000 .0000
A 10.1250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9029338 6.0000 123,700.00 100
6.0000 123,576.86 ZZ
5.6250 741.64 1
12.0000 741.64 89
COMMERCE CITY CO 80022 11.6250 01/05/04
0419492400 .0000 03/01/04 23
0419492400 .0000 02/01/34 0
0 7.2500 02/01/06 02/01/06
E22/G02 6.8750 03/01/06 03/01/06
25 7.2500 .0000 .0000
A 9.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9030022 6.9000 40,000.00 100
6.9000 39,932.19 ZZ
6.5250 263.44 1
13.9000 263.44 80
ST LOUIS MO 63133 13.5250 12/19/03
0437284698 6.9000 02/01/04 00
60F86976 6.5250 01/01/34 0
0 7.5000 01/01/06 01/01/06
1
Q67/G02 7.1250 02/01/06 02/01/06
25 6.9000 .0000 .0000
A 9.9000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9030034 7.9900 108,448.00 100
7.9900 108,226.78 ZZ
7.4900 795.00 1
14.9900 795.00 75
RHINELANDER WI 54501 14.4900 11/19/03
0437304140 7.9900 01/01/04 00
30F82148 7.4900 12/01/33 0
0 8.5900 12/01/05 12/01/05
Q67/R44 8.0900 01/01/06 01/01/06
25 7.9900 .0000 .0000
A 10.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
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CASSVILLE MO 65625 11.8750 01/12/04
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ONEONTA AL 35121 13.2250 12/18/03
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BEN WHEELER TX 75754 12.7500 12/16/03
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LANSING MI 48917 12.5000 01/15/04
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BLACK RIVER MI 48721 12.3750 01/16/04
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BELLINGHAM WA 98225 11.5000 01/12/04
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PAWTUCKET RI 02860 11.7500 01/14/04
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MILWAUKEE WI 53205 13.6250 01/05/04
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MOORE OK 73160 11.5250 11/21/03
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STAMFORD NY 12167 13.7500 12/23/03
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FAIRBANK PA 15435 12.7500 01/28/04
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WALKERSVILLE MD 21793 11.8250 01/09/04
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SAINT PETERSBU FL 33702 12.4900 11/21/03
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PORT SAINT LUC FL 34983 14.3500 12/16/03
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LEVITTOWN PA 19054 11.4750 12/23/03
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SPRING TX 77373 12.4250 12/18/03
0437469588 6.8000 01/23/04 00
413942 6.4250 12/23/33 0
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K52/G02 6.1550 01/23/06 01/23/06
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COLLIERVILLE TN 38017 12.4750 01/07/04
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MILL SPRING NC 28756 12.4750 01/05/04
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430653 6.4750 01/10/34 0
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KINGSPORT TN 37665 12.6750 01/15/04
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430829 6.6750 02/01/34 0
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K52/G02 6.4550 03/01/06 03/01/06
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9093696 7.8000 90,950.00 100
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JACKSONVILLE FL 32244 13.3000 12/23/03
0437418650 7.8000 02/03/04 23
420055 7.3000 01/03/34 0
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6.2500 1,297.20 1
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WEAVERVILLE NC 28787 12.2500 12/15/03
0437440134 6.7500 01/24/04 00
420373 6.2500 12/24/33 0
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9093714 8.6000 92,700.00 100
8.6000 92,533.11 ZZ
8.1000 719.37 1
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GREENVILLE SC 29605 14.1000 12/18/03
0437406168 8.6000 01/28/04 23
420401 8.1000 12/28/33 0
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K52/R44 7.8300 01/28/06 01/28/06
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9093742 8.6000 83,700.00 100
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FREMONT OH 43420 14.1000 12/12/03
0437403181 8.6000 01/17/04 23
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NASHVILLE TN 37207 12.6500 12/09/03
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LA PORTE IN 46350 14.1250 01/27/04
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9093770 7.2500 112,000.00 100
7.2500 111,912.63 ZZ
6.8750 764.04 1
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CEDAR SPRINGS MI 49319 13.8750 01/23/04
0437444995 7.2500 03/01/04 00
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9093780 7.6250 57,800.00 100
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GARY IN 46403 14.1250 01/14/04
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1
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9093808 7.0000 120,500.00 100
7.0000 120,401.23 ZZ
6.6250 801.69 1
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GRAND RAPIDS MI 49546 13.6250 01/23/04
0437440506 7.0000 03/01/04 00
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360 E 1.0000 1.0000
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.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093826 6.7500 102,000.00 100
6.7500 101,833.48 ZZ
6.3750 661.58 1
12.7500 661.58 85
ATLANTA GA 30314 12.3750 01/02/04
0437437551 6.7500 02/07/04 23
426073 6.3750 01/07/34 0
0 7.1300 01/07/07 01/07/07
K52/G02 6.7550 02/07/07 02/07/07
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
9093828 7.7400 112,410.00 100
7.7400 112,330.50 ZZ
7.2400 804.54 1
14.7400 804.54 90
FOWLER IN 47944 14.2400 01/23/04
1
0437440290 7.7400 03/01/04 23
0090003656 7.2400 02/01/34 0
0 7.6300 02/01/06 02/01/06
W02/R44 7.1300 03/01/06 03/01/06
25 7.7400 .0000 .0000
A 10.7400 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093846 6.8000 207,000.00 100
6.8000 206,823.51 ZZ
6.3000 1,349.49 1
12.8000 1,349.49 90
APPOMATTOX VA 24522 12.3000 01/23/04
0437427784 6.8000 03/02/04 23
426123 6.3000 02/02/34 0
0 6.6300 02/02/06 02/02/06
K52/R44 6.1300 03/02/06 03/02/06
25 6.8000 .0000 .0000
A 9.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093856 7.9900 90,900.00 100
7.9900 90,838.88 ZZ
7.6150 666.36 1
14.9900 666.36 90
HENDERSON KY 42420 14.6150 01/16/04
0437445158 7.9900 03/01/04 23
0090002845 7.6150 02/01/34 0
0 7.8800 02/01/06 02/01/06
W02/G02 7.5050 03/01/06 03/01/06
25 7.9900 .0000 .0000
A 10.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093862 6.5000 94,500.00 100
6.5000 94,414.58 ZZ
1
6.0000 597.30 1
13.5000 597.30 86
CINCINNATI OH 45240 13.0000 01/22/04
0437444557 6.5000 03/01/04 23
0090002858 6.0000 02/01/34 0
0 8.0000 02/01/06 02/01/06
W02/R44 7.5000 03/01/06 03/01/06
25 6.5000 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093896 7.8000 90,950.00 100
7.8000 90,822.48 ZZ
7.3000 654.73 1
13.8000 654.73 85
CHARLOTTE NC 28206 13.3000 12/30/03
0437414717 7.8000 02/05/04 23
426963 7.3000 01/05/34 0
0 7.5800 01/05/06 01/05/06
K52/R44 7.0800 02/05/06 02/05/06
25 7.8000 .0000 .0000
A 10.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093902 6.8800 128,000.00 100
6.8800 127,892.57 ZZ
6.3800 841.30 1
13.8800 841.30 80
JACKSON MI 49201 13.3800 01/20/04
0437441652 6.8800 03/01/04 00
0090002966 6.3800 02/01/34 0
0 7.5000 02/01/06 02/01/06
W02/R44 7.0000 03/01/06 03/01/06
25 6.8800 .0000 .0000
A 9.8800 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9093912 7.4000 131,000.00 100
7.4000 130,700.60 ZZ
6.9000 907.02 1
13.4000 907.02 85
TOLEDO OH 43615 12.9000 12/18/03
0437418304 7.4000 01/28/04 23
427048 6.9000 12/28/33 0
0 7.1300 12/28/06 12/28/06
K52/R44 6.6300 01/28/07 01/28/07
25 7.4000 .0000 .0000
A 10.4000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9093990 6.7500 315,000.00 100
6.7500 314,728.80 ZZ
6.3750 2,043.08 1
13.7500 2,043.08 71
SOUTH RIDING VA 20152 13.3750 01/20/04
0437444680 6.7500 03/01/04 00
0090002388 6.3750 02/01/34 0
0 7.6800 02/01/06 02/01/06
W02/G02 7.3050 03/01/06 03/01/06
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
9094070 6.8000 121,600.00 100
6.8000 121,496.32 ZZ
6.4250 792.75 1
13.8000 792.75 80
MIAMI FL 33137 13.4250 01/26/04
0437438260 6.8000 03/01/04 00
1003629558 6.4250 02/01/34 0
0 6.4600 02/01/07 02/01/07
W02/G02 6.0850 03/01/07 03/01/07
25 6.8000 .0000 .0000
A 9.8000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094086 7.9300 94,400.00 100
7.9300 94,335.75 ZZ
7.4300 688.08 1
14.9300 688.08 80
ST PETERSBURG FL 33709 14.4300 01/30/04
0437438781 7.9300 03/01/04 00
1003663754 7.4300 02/01/34 0
0 7.5900 02/01/07 02/01/07
W02/R44 7.0900 03/01/07 03/01/07
25 7.9300 .0000 .0000
A 10.9300 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
9094112 6.8000 119,000.00 100
6.8000 118,772.15 ZZ
6.4250 775.80 1
12.8000 775.80 83
ORLANDO FL 32837 12.4250 12/19/03
0437409386 6.8000 02/01/04 23
425135 6.4250 01/01/34 0
0 6.5300 01/01/06 01/01/06
K52/G02 6.1550 02/01/06 02/01/06
25 6.8000 .0000 .0000
A 9.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094114 7.8000 287,040.00 100
7.8000 286,839.44 ZZ
7.4250 2,066.32 1
14.8000 2,066.32 80
TROY MI 48085 14.4250 01/05/04
0437434657 7.8000 03/01/04 00
0090002138 7.4250 02/01/34 0
0 8.2500 02/01/06 02/01/06
W02/G02 7.8750 03/01/06 03/01/06
25 7.8000 .0000 .0000
A 10.8000 6 6
1
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094142 8.5800 108,375.00 100
8.5800 108,310.41 ZZ
8.0800 839.47 1
15.5800 839.47 85
GREENBACK TN 37742 15.0800 01/26/04
0437447048 8.5800 03/01/04 23
1003555852 8.0800 02/01/34 0
0 8.2400 02/01/06 02/01/06
W02/R44 7.7400 03/01/06 03/01/06
25 8.5800 .0000 .0000
A 11.5800 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094174 8.7200 97,500.00 100
8.7200 97,443.55 ZZ
8.2200 764.95 1
14.7200 764.95 75
PAHRUMP NV 89048 14.2200 01/15/04
0437441843 8.7200 03/01/04 00
1003571551 8.2200 02/01/34 0
0 8.3800 02/01/07 02/01/07
W02/R44 7.8800 03/01/07 03/01/07
25 8.7200 .0000 .0000
A 11.7200 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 27 0 00/00/00
O .0000
9094178 9.8000 217,800.00 100
9.8000 217,495.88 ZZ
9.3000 1,879.25 1
15.8000 1,879.25 90
PAOLI PA 19301 15.3000 11/26/03
0437408792 9.8000 01/07/04 23
411477 9.3000 12/07/33 0
0 9.8300 12/07/05 12/07/05
1
K52/R44 9.3300 01/07/06 01/07/06
25 9.8000 .0000 .0000
A 12.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094180 8.8500 83,700.00 100
8.8500 83,652.83 ZZ
8.3500 664.46 1
15.8500 664.46 90
ST PETERSBURG FL 33711 15.3500 01/16/04
0437445786 8.8500 03/01/04 23
1003571840 8.3500 02/01/34 0
0 8.5100 02/01/07 02/01/07
W02/R44 8.0100 03/01/07 03/01/07
25 8.8500 .0000 .0000
A 11.8500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094196 7.8800 115,000.00 100
7.8800 114,920.93 ZZ
7.3800 834.23 1
14.8800 834.23 75
STUART FL 34997 14.3800 01/22/04
0437441587 7.8800 03/01/04 00
1003579191 7.3800 02/01/34 0
0 7.5400 02/01/07 02/01/07
W02/R44 7.0400 03/01/07 03/01/07
25 7.8800 .0000 .0000
A 10.8800 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094198 8.6500 82,000.00 100
8.6500 81,951.82 ZZ
8.1500 639.25 1
15.6500 639.25 87
LINDEN VA 22642 15.1500 01/20/04
1
0437441215 8.6500 03/01/04 23
1003579638 8.1500 02/01/34 0
0 8.3100 02/01/07 02/01/07
W02/R44 7.8100 03/01/07 03/01/07
25 8.6500 .0000 .0000
A 11.6500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094208 7.9000 103,500.00 100
7.9000 103,283.19 ZZ
7.4000 752.25 1
13.9000 752.25 90
GREENVILLE SC 29601 13.4000 12/15/03
0437407471 7.9000 01/24/04 23
412093 7.4000 12/24/33 0
0 7.6300 12/24/05 12/24/05
K52/R44 7.1300 01/24/06 01/24/06
25 7.9000 .0000 .0000
A 10.9000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094210 7.9900 117,000.00 100
7.9900 116,921.33 ZZ
7.4900 857.69 1
14.9900 857.69 90
LAKE WALES FL 33853 14.4900 01/26/04
0437441694 7.9900 03/01/04 23
1003482435 7.4900 02/01/34 0
0 7.5400 02/01/07 02/01/07
W02/R44 7.0400 03/01/07 03/01/07
25 7.9900 .0000 .0000
A 10.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
9094212 8.1000 120,700.00 100
8.1000 120,540.74 ZZ
1
7.6000 894.09 1
14.1000 894.09 85
CHESTER VA 23831 13.6000 01/16/04
0437418288 8.1000 02/21/04 23
412220 7.6000 01/21/34 0
0 7.8900 01/21/06 01/21/06
K52/R44 7.3900 02/21/06 02/21/06
25 8.1000 .0000 .0000
A 11.1000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094228 8.0500 110,500.00 100
8.0500 110,426.59 ZZ
7.5500 814.67 1
15.0500 814.67 85
HOMESTEAD FL 33033 14.5500 01/14/04
0437448848 8.0500 03/01/04 23
1003499498 7.5500 02/01/34 0
0 7.7100 02/01/07 02/01/07
W02/R44 7.2100 03/01/07 03/01/07
25 8.0500 .0000 .0000
A 11.0500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
9094238 7.7500 54,000.00 100
7.7500 53,961.88 ZZ
7.2500 386.87 1
13.7500 386.87 90
SAINT PETERSBU FL 33712 13.2500 01/20/04
0437426471 7.7500 03/01/04 23
436695 7.2500 02/01/34 0
0 7.3800 02/01/06 02/01/06
K52/R44 6.8800 03/01/06 03/01/06
25 7.7500 .0000 .0000
A 10.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
1
9094242 9.3500 64,000.00 100
9.3500 63,967.51 ZZ
8.8500 531.16 1
15.3500 531.16 80
SNOW CAMP NC 27349 14.8500 01/20/04
0437431034 9.3500 03/01/04 00
436731 8.8500 02/01/34 0
0 9.1800 02/01/06 02/01/06
K52/R44 8.6800 03/01/06 03/01/06
25 9.3500 .0000 .0000
A 12.3500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094246 8.4000 78,750.00 100
8.4000 78,701.30 ZZ
7.9000 599.95 1
14.4000 599.95 90
GREENVILLE NC 27834 13.9000 01/26/04
0437438542 8.4000 03/04/04 23
436906 7.9000 02/04/34 0
0 8.1300 02/04/07 02/04/07
K52/R44 7.6300 03/04/07 03/04/07
25 8.4000 .0000 .0000
A 11.4000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
9094254 7.7000 73,800.00 100
7.7000 73,694.42 ZZ
7.3250 526.17 1
13.7000 526.17 90
CAPE GIRARDEAU MO 63701 13.3250 01/23/04
0437415359 7.7000 02/28/04 23
436929 7.3250 01/28/34 0
0 7.5300 01/28/06 01/28/06
K52/G02 7.1550 02/28/06 02/28/06
25 7.7000 .0000 .0000
A 10.7000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
9094266 5.9900 91,000.00 100
5.9900 90,909.23 ZZ
5.4900 545.01 1
11.9900 545.01 63
MEDINA OH 44256 11.4900 01/23/04
0437428121 5.9900 03/03/04 00
437259 5.4900 02/03/34 0
0 6.2800 02/03/07 02/03/07
K52/R44 5.7800 03/03/07 03/03/07
25 5.9900 .0000 .0000
A 8.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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9094322 7.6500 88,000.00 100
7.6500 87,936.62 ZZ
7.1500 624.38 1
13.6500 624.38 80
PITTSBURGH PA 15206 13.1500 01/22/04
0437414451 7.6500 03/05/04 00
437856 7.1500 02/05/34 0
0 7.4400 02/05/06 02/05/06
K52/R44 6.9400 03/05/06 03/05/06
25 7.6500 .0000 .0000
A 10.6500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
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9094330 7.4000 95,400.00 100
7.4000 95,028.21 ZZ
6.9000 660.54 1
13.4000 660.54 90
SCRANTON PA 18504 12.9000 11/19/03
0437408719 7.4000 12/29/03 23
408837 6.9000 11/29/33 0
0 7.2500 11/29/06 11/29/06
K52/R44 6.7500 12/29/06 12/29/06
25 7.4000 .0000 .0000
A 10.4000 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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9094366 8.1500 119,300.00 100
8.1500 119,222.36 T
7.7750 887.89 1
15.1500 887.89 95
LAKE HAVASU CI AZ 86406 14.7750 01/23/04
0437437478 8.1500 03/01/04 23
1003308341 7.7750 02/01/34 0
0 9.1500 02/01/06 02/01/06
W02/G02 8.7750 03/01/06 03/01/06
25 8.1500 .0000 .0000
A 11.1500 6 6
360 E 1.0000 1.0000
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9094446 7.8500 301,500.00 100
7.8500 301,081.54 ZZ
7.3500 2,180.86 1
13.8500 2,180.86 89
MARSTONS MILLS MA 02648 13.3500 01/15/04
0437403124 7.8500 02/26/04 23
431608 7.3500 01/26/34 0
0 7.6400 01/26/06 01/26/06
K52/R44 7.1400 02/26/06 02/26/06
25 7.8500 .0000 .0000
A 10.8500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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9094454 6.2000 65,000.00 100
6.2000 64,937.72 ZZ
5.8250 398.11 1
12.2000 398.11 77
CHATHAM VA 24531 11.8250 01/23/04
0437417116 6.2000 03/02/04 00
431786 5.8250 02/02/34 0
0 5.9900 02/02/06 02/02/06
1
K52/G02 5.6150 03/02/06 03/02/06
25 6.2000 .0000 .0000
A 9.2000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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9094486 8.5500 71,825.00 100
8.5500 71,694.88 ZZ
8.0500 554.82 1
14.5500 554.82 85
OKLAHOMA CITY OK 73160 14.0500 12/15/03
0437423932 8.5500 01/24/04 23
421939 8.0500 12/24/33 0
0 8.2800 12/24/05 12/24/05
K52/R44 7.7800 01/24/06 01/24/06
25 8.5500 .0000 .0000
A 11.5500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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9094494 7.3000 130,500.00 100
7.3000 130,185.01 ZZ
6.8000 894.68 1
13.3000 894.68 90
KEARNEY MO 64060 12.8000 12/12/03
0437408529 7.3000 01/17/04 23
421998 6.8000 12/17/33 0
0 7.1300 12/17/05 12/17/05
K52/R44 6.6300 01/17/06 01/17/06
25 7.3000 .0000 .0000
A 10.3000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
9094544 7.2500 267,750.00 100
7.2500 267,330.99 ZZ
6.7500 1,826.53 1
13.2500 1,826.53 78
NORFOLK VA 23502 12.7500 12/23/03
1
0437402464 7.2500 02/03/04 00
422688 6.7500 01/03/34 0
0 7.1300 01/03/06 01/03/06
K52/R44 6.6300 02/03/06 02/03/06
25 7.2500 .0000 .0000
A 10.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
9094548 7.7000 121,550.00 100
7.7000 121,288.34 ZZ
7.2000 866.61 1
13.7000 866.61 85
APOPKA FL 32712 13.2000 12/23/03
0437428733 7.7000 01/28/04 23
422722 7.2000 12/28/33 0
0 7.4800 12/28/05 12/28/05
K52/R44 6.9800 01/28/06 01/28/06
25 7.7000 .0000 .0000
A 10.7000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
9094572 6.5000 240,000.00 100
6.5000 239,783.03 ZZ
6.0000 1,516.97 1
12.5000 1,516.97 80
ELKO MN 55020 12.0000 01/20/04
0437428337 6.5000 03/01/04 00
415237 6.0000 02/01/34 0
0 6.4400 02/01/06 02/01/06
K52/R44 5.9400 03/01/06 03/01/06
25 6.5000 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9094584 8.0500 98,100.00 100
8.0500 97,932.84 ZZ
1
7.5500 723.25 1
14.0500 723.25 90
HOUSTON TX 77017 13.5500 01/06/04
0437429459 8.0500 02/17/04 23
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A38/R44 7.5500 03/01/06 03/01/06
10 8.0500 .0000 .0000
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360 9A 1.5000 1.5000
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9119086 9.5000 231,000.00 100
9.5000 231,000.00 ZZ
9.0000 1,942.37 1
15.5000 1,942.37 70
XXXXXXXX XX 00000 15.0000 02/02/04
0437466360 .0000 04/01/04 00
265082 .0000 03/01/34 0
0 9.8750 03/01/06 03/01/06
477/R44 9.3750 04/01/06 04/01/06
25 9.8750 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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9119202 7.8750 61,200.00 100
7.8750 61,157.88 ZZ
7.3750 443.75 1
13.8750 443.75 90
MURPHY NC 28906 13.3750 01/15/04
1
0437451735 7.8750 03/01/04 23
2101102856 7.3750 02/01/34 0
0 7.6250 02/01/06 02/01/06
Q64/R44 7.1250 03/01/06 03/01/06
25 7.8750 .0000 .0000
A 10.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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9119210 8.3500 69,850.00 100
8.3500 69,696.87 ZZ
7.8500 529.68 1
15.3500 529.68 55
MIAMI FL 33055 14.8500 12/03/03
0437474281 8.3500 01/01/04 00
63031005 7.8500 12/01/33 0
0 8.1000 12/01/05 12/01/05
A38/R44 7.6000 01/01/06 01/01/06
25 8.3500 .0000 .0000
A 11.3500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
9119228 7.1500 94,500.00 100
7.1500 94,349.15 ZZ
6.7750 638.26 1
14.1500 638.26 90
FT. PIERCE FL 34951 13.7750 12/08/03
0437468952 7.1500 02/01/04 23
63031172 6.7750 01/01/34 0
0 6.9000 01/01/06 01/01/06
A38/G02 6.5250 02/01/06 02/01/06
25 7.1500 .0000 .0000
A 10.1500 6 6
360 E 1.5000 1.5000
7.0000 S N .1250
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.0000 5 00 00/00/00
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O .0000
9119252 6.7500 132,000.00 100
6.7500 131,886.35 ZZ
1
6.3750 856.15 1
12.7500 856.15 80
WATKINSVILLE GA 30677 12.3750 01/21/04
0437471485 6.7500 03/01/04 00
2102103114 6.3750 02/01/34 0
0 6.6250 02/01/06 02/01/06
Q64/G02 6.2500 03/01/06 03/01/06
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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9119260 6.5000 123,700.00 100
6.5000 123,588.17 ZZ
6.1250 781.87 1
12.5000 781.87 80
SAVANNAH GA 31410 12.1250 01/27/04
0437447857 6.5000 03/01/04 00
2121100914 6.1250 02/01/34 0
0 6.3750 02/01/06 02/01/06
Q64/G02 6.0000 03/01/06 03/01/06
25 6.5000 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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9119298 6.2500 70,000.00 100
6.2500 69,933.57 ZZ
5.8750 431.01 1
12.2500 431.01 80
SAVANNAH GA 31419 11.8750 01/28/04
0437449051 6.2500 03/01/04 00
2121100856 5.8750 02/01/34 0
0 6.1250 02/01/06 02/01/06
Q64/G02 5.7500 03/01/06 03/01/06
25 6.2500 .0000 .0000
A 9.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
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O .0000
1
9119304 7.8750 93,750.00 100
7.8750 93,685.47 ZZ
7.3750 679.76 1
13.8750 679.76 75
ST AUGUSTINE FL 32086 13.3750 01/23/04
0437469034 7.8750 03/01/04 00
2109103647 7.3750 02/01/34 0
0 7.6250 02/01/06 02/01/06
Q64/R44 7.1250 03/01/06 03/01/06
25 7.8750 .0000 .0000
A 10.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
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O .0000
9119316 9.5000 79,350.00 100
9.5000 79,310.97 ZZ
9.0000 667.22 1
15.5000 667.22 85
MOUNT JACKSON VA 22842 15.0000 01/15/04
0437468945 9.5000 03/01/04 23
2113102147 9.0000 02/01/34 0
0 9.3750 02/01/06 02/01/06
Q64/R44 8.8750 03/01/06 03/01/06
25 9.5000 .0000 .0000
A 12.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
9119318 6.5000 116,000.00 100
6.5000 115,895.13 ZZ
6.1250 733.20 1
12.5000 733.20 80
LITHIA SPRINGS GA 30122 12.1250 01/28/04
0437477045 6.5000 03/01/04 00
2101102777 6.1250 02/01/34 0
0 6.3750 02/01/06 02/01/06
Q64/G02 6.0000 03/01/06 03/01/06
25 6.5000 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119338 8.0000 107,100.00 100
8.0000 107,028.13 ZZ
7.6250 785.87 1
14.0000 785.87 85
INDIANAPOLIS IN 46220 13.6250 01/15/04
0437452832 .0000 03/01/04 23
0003001642 .0000 02/01/34 0
0 8.0000 02/01/07 02/01/07
T24/G02 7.6250 03/01/07 03/01/07
25 8.0000 .0000 .0000
A 11.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
9119344 7.6250 76,800.00 100
7.6250 76,744.41 ZZ
7.1250 543.59 1
13.6250 543.59 80
NASHVILLE TN 37209 13.1250 01/16/04
0437453582 7.6250 03/01/04 00
2105103895 7.1250 02/01/34 0
0 7.5000 02/01/06 02/01/06
Q64/R44 7.0000 03/01/06 03/01/06
25 7.6250 .0000 .0000
A 10.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119388 7.2500 80,000.00 100
7.2500 79,937.58 ZZ
6.7500 545.75 1
13.2500 545.75 80
CLEVELAND TN 37323 12.7500 01/21/04
0437475486 7.2500 03/01/04 00
2234000812 6.7500 02/01/34 0
0 7.1250 02/01/06 02/01/06
Q64/R44 6.6250 03/01/06 03/01/06
25 7.2500 .0000 .0000
A 10.2500 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119394 6.7500 120,000.00 100
6.7500 119,896.68 ZZ
6.3750 778.32 1
12.7500 778.32 80
DECATUR GA 30032 12.3750 01/26/04
0437454754 6.7500 03/01/04 00
2236001886 6.3750 02/01/34 0
0 6.6250 02/01/06 02/01/06
Q64/G02 6.2500 03/01/06 03/01/06
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119396 7.7500 114,400.00 100
7.7500 114,400.00 ZZ
7.2500 819.58 1
13.7500 819.58 80
MILWAUKEE WI 53225 13.2500 02/05/04
0437467798 .0000 04/01/04 00
2004003391 .0000 03/01/34 0
0 7.7500 03/01/06 03/01/06
W49/R44 7.2500 04/01/06 04/01/06
25 7.7500 .0000 .0000
A 10.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119414 8.0000 130,150.00 100
8.0000 130,062.67 ZZ
7.6250 955.00 1
14.0000 955.00 95
ORANGE PARK FL 32073 13.6250 01/26/04
0437472178 8.0000 03/01/04 23
2109103544 7.6250 02/01/34 0
0 7.8750 02/01/06 02/01/06
1
Q64/G02 7.5000 03/01/06 03/01/06
25 8.0000 .0000 .0000
A 11.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119534 7.8750 50,400.00 100
7.8750 50,365.31 ZZ
7.3750 365.44 1
13.8750 365.44 90
TUSCUMBIA AL 35674 13.3750 01/30/04
0437450638 7.8750 03/01/04 23
2101104188 7.3750 02/01/34 0
0 7.7500 02/01/06 02/01/06
Q64/R44 7.2500 03/01/06 03/01/06
25 7.8750 .0000 .0000
A 10.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119542 7.5000 59,500.00 100
7.5000 59,455.84 ZZ
7.0000 416.04 1
13.5000 416.04 85
KNOXVILLE TN 37921 13.0000 01/28/04
0437458409 7.5000 03/01/04 23
2102102926 7.0000 02/01/34 0
0 7.3750 02/01/06 02/01/06
Q64/R44 6.8750 03/01/06 03/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119556 6.8750 102,100.00 100
6.8750 102,014.22 ZZ
6.5000 670.73 1
12.8750 670.73 75
PORT SAINT LUC FL 34983 12.5000 01/30/04
1
0437470594 6.8750 03/01/04 00
2111102583 6.5000 02/01/34 0
0 6.7500 02/01/06 02/01/06
Q64/G02 6.3750 03/01/06 03/01/06
25 6.8750 .0000 .0000
A 9.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119582 5.8750 224,000.00 100
5.8750 223,771.62 ZZ
5.5000 1,325.05 1
11.8750 1,325.05 80
CHICAGO IL 60610 11.5000 01/30/04
0437469836 5.8750 03/01/04 00
2220000231 5.5000 02/01/34 0
0 5.7500 02/01/06 02/01/06
Q64/G02 5.3750 03/01/06 03/01/06
25 5.8750 .0000 .0000
A 8.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
9119654 6.2500 99,900.00 100
6.2500 99,805.20 ZZ
5.8750 615.11 1
12.2500 615.11 80
FORT WAYNE IN 46808 11.8750 01/30/04
0437448178 6.2500 03/01/04 00
2101104051 5.8750 02/01/34 0
0 6.1250 02/01/06 02/01/06
Q64/G02 5.7500 03/01/06 03/01/06
25 6.2500 .0000 .0000
A 9.2500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
9119662 7.0000 108,000.00 100
7.0000 107,911.47 ZZ
1
6.5000 718.53 1
13.0000 718.53 77
LAWRENCEVILLE GA 30044 12.5000 01/23/04
0437455256 7.0000 03/01/04 00
2101103997 6.5000 02/01/34 0
0 6.8750 02/01/06 02/01/06
Q64/R44 6.3750 03/01/06 03/01/06
25 7.0000 .0000 .0000
A 10.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119664 7.8750 124,650.00 100
7.8750 124,650.00 ZZ
7.3750 903.80 1
13.8750 903.80 90
TEMPLE GA 30179 13.3750 02/05/04
0437466212 .0000 04/01/04 23
746338 .0000 03/01/34 0
0 7.8750 03/01/06 03/01/06
Y83/R44 7.3750 04/01/06 04/01/06
45 7.8750 .0000 .0000
A 10.8750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119738 7.5000 97,500.00 100
7.5000 97,358.46 ZZ
7.0000 681.74 1
13.5000 681.74 75
ALBUQUERQUE NM 87110 13.0000 12/24/03
0437453012 .0000 02/01/04 00
0002996431 .0000 01/01/34 0
0 7.3750 01/01/06 01/01/06
T24/R44 6.8750 02/01/06 02/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
9119934 8.9900 66,375.00 100
8.9900 66,338.67 ZZ
8.4900 533.59 1
15.9900 533.59 75
JACKSON MI 49201 15.4900 02/04/04
0437475569 8.9900 03/01/04 00
10F87985 8.4900 02/01/34 0
0 9.5900 02/01/06 02/01/06
Q67/R44 9.0900 03/01/06 03/01/06
25 8.9900 .0000 .0000
A 11.9900 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9119938 6.1500 68,000.00 100
6.1500 68,000.00 ZZ
5.7750 414.28 1
13.1500 414.28 80
HAZEL PARK MI 48030 12.7750 02/04/04
0437474422 6.1500 04/01/04 00
10F92111 5.7750 03/01/34 0
0 6.7500 03/01/06 03/01/06
Q67/G02 6.3750 04/01/06 04/01/06
25 6.1500 .0000 .0000
A 9.1500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120016 7.6500 112,050.00 100
7.6500 111,969.31 ZZ
7.2750 795.01 1
14.6500 795.01 90
ROCK SPRINGS WY 82901 14.2750 01/13/04
0437476369 7.6500 03/01/04 23
60F88655 7.2750 02/01/34 0
0 8.2500 02/01/06 02/01/06
Q67/G02 7.8750 03/01/06 03/01/06
25 7.6500 .0000 .0000
A 10.6500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120018 7.5000 73,950.00 100
7.5000 73,895.12 ZZ
7.1250 517.07 1
14.5000 517.07 85
GRAND RAPIDS MI 49506 14.1250 01/13/04
0437474174 7.5000 03/01/04 23
10F86587 7.1250 02/01/34 0
0 8.1000 02/01/06 02/01/06
Q67/G02 7.7250 03/01/06 03/01/06
25 7.5000 .0000 .0000
A 10.5000 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120032 7.6500 103,500.00 100
7.6500 103,425.46 ZZ
7.1500 734.35 1
14.6500 734.35 90
GRAND RAPIDS MI 49504 14.1500 01/28/04
0437466808 7.6500 03/01/04 23
10F90170 7.1500 02/01/34 0
0 8.2500 02/01/06 02/01/06
Q67/R44 7.7500 03/01/06 03/01/06
25 7.6500 .0000 .0000
A 10.6500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120044 6.7500 123,200.00 100
6.7500 122,987.24 ZZ
6.2500 799.08 1
12.7500 799.08 75
CATHEDRAL CITY CA 92234 12.2500 12/08/03
0437451867 .0000 02/01/04 00
0002833271 .0000 01/01/34 0
0 7.3750 01/01/06 01/01/06
T24/R44 6.8750 02/01/06 02/01/06
25 7.3750 .0000 .0000
A 9.7500 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120216 6.8750 114,000.00 100
6.8750 113,807.91 ZZ
6.3750 748.90 1
12.8750 748.90 88
WEST VALLEY CI UT 84128 12.3750 12/17/03
0437451693 .0000 02/01/04 23
0002971338 .0000 01/01/34 0
0 7.6250 01/01/06 01/01/06
T24/R44 7.1250 02/01/06 02/01/06
25 7.6250 .0000 .0000
A 9.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120324 6.1250 220,000.00 100
6.1250 219,571.06 ZZ
5.6250 1,336.75 1
12.1250 1,336.75 80
ALBUQUERQUE NM 87112 11.6250 12/10/03
0437450380 .0000 02/01/04 00
0002960474 .0000 01/01/34 0
0 6.7500 01/01/06 01/01/06
T24/R44 6.2500 02/01/06 02/01/06
25 6.7500 .0000 .0000
A 9.1250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120394 7.6250 94,350.00 100
7.6250 94,212.98 ZZ
7.2500 667.81 1
13.6250 667.81 85
ALBUQUERQUE NM 87110 13.2500 12/18/03
0437449085 .0000 02/01/04 23
0002983164 .0000 01/01/34 0
0 7.5000 01/01/06 01/01/06
1
T24/G02 7.1250 02/01/06 02/01/06
25 7.6250 .0000 .0000
A 10.6250 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120548 6.7500 122,400.00 100
6.7500 122,065.16 ZZ
6.3750 793.89 1
12.7500 793.89 80
MERRIAM KS 66206 12.3750 12/31/03
0437450166 .0000 02/01/04 00
0002956527 .0000 01/01/34 0
0 6.5000 01/01/07 01/01/07
T24/G02 6.1250 02/01/07 02/01/07
25 6.7500 .0000 .0000
A 9.7500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9120766 6.8750 200,000.00 100
6.8750 199,596.91 ZZ
6.5000 1,313.86 1
12.8750 1,313.86 80
STRONGSVILLE OH 44136 12.5000 12/23/03
0437452808 .0000 02/01/04 00
0002974391 .0000 01/01/34 0
0 7.0000 01/01/06 01/01/06
T24/G02 6.6250 02/01/06 02/01/06
25 7.0000 .0000 .0000
A 9.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
9121132 7.8750 87,000.00 100
7.8750 87,000.00 ZZ
7.3750 630.81 1
13.8750 630.81 75
KENOSHA WI 53143 13.3750 02/10/04
1
0400949319 .0000 04/01/04 00
0400949319 .0000 03/01/34 0
0 8.1250 03/01/07 03/01/07
E82/R44 7.6250 04/01/07 04/01/07
25 8.1250 .0000 .0000
A 10.8750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9121138 6.5000 124,500.00 100
6.5000 124,500.00 ZZ
6.1250 786.92 1
12.5000 786.92 88
MENTOR LAKE OH 44060 12.1250 02/10/04
0400947107 7.0000 04/01/04 23
0400947107 6.6250 03/01/34 0
0 7.0000 04/01/07 04/01/07
E82/G02 6.6250 05/01/07 05/01/07
25 7.0000 .0000 .0000
A 9.5000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
9121478 8.9900 33,000.00 100
8.9900 32,981.94 ZZ
8.6150 265.29 1
14.9900 265.29 60
INDIANAPOLIS IN 46201 14.6150 01/30/04
0437492994 8.9900 03/01/04 00
200412278 8.6150 02/01/34 0
0 8.5000 02/01/07 02/01/07
W09/G02 8.1250 03/01/07 03/01/07
25 8.9900 .0000 .0000
A 11.9900 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
9121520 6.9900 121,600.00 100
6.9900 121,500.12 ZZ
1
6.6150 808.20 1
12.9900 808.20 95
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TWAIN HARTE CA 95383 12.5000 02/05/04
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PHOENIX AZ 85027 12.0000 01/16/04
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LAS VEGAS NV 89123 12.2500 01/26/04
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MORROW GA 30260 12.3750 01/12/04
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OMAHA NE 68154 14.2250 01/30/04
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KENNER LA 70065 13.4900 01/29/04
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HOUSTON TX 77018 13.3750 01/28/04
0437476260 7.8750 03/01/04 00
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CORPUS CHRISTI TX 78414 14.0000 01/02/04
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GARLAND TX 75040 13.1250 01/06/04
0437483894 7.6250 03/01/04 00
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MISSION TX 78574 11.9900 01/12/04
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BYRON MI 48418 14.3750 01/12/04
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GLENDALE AZ 85301 12.5000 01/30/04
1
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CHESTER VA 23831 13.1250 02/13/04
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DELTON MI 49046 13.8750 12/05/03
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MONROE NC 28110 12.7500 02/10/04
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SHELL KNOB MO 65747 13.2500 02/10/04
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WILMINGTON OH 45177 13.7500 02/10/04
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GAINESVILLE GA 30507 13.5000 01/30/04
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ELIZABETHTOWN KY 42701 14.7500 02/13/04
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RICHMOND VA 23223 13.6250 02/17/04
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PLEASUREVILLE KY 40057 14.2500 02/12/04
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BROOKLYN PARK MN 55443 12.0000 02/12/04
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BRANDON FL 33511 12.7500 01/29/04
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SAINT CLAIR SH MI 48081 13.5000 12/22/03
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ROSEVILLE MI 48066 13.7500 12/23/03
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GREENSBORO NC 27455 13.2500 02/18/04
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