RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2004
Mortgage-Backed Pass-Through Certificates
Series 2004-SL4
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................................4
Section 1.01 Definitions..............................................................4
Accrued Certificate Interest............................................................4
Adjusted Mortgage Rate..................................................................5
Advance.................................................................................5
Affiliate...............................................................................5
Agreement...............................................................................5
Amount Held for Future Distribution.....................................................5
Appraised Value.........................................................................5
Assigned Contracts......................................................................6
Assignment..............................................................................6
Assignment Agreement....................................................................6
Assignment of Proprietary Lease.........................................................6
Available Distribution Amount...........................................................6
Bankruptcy Amount.......................................................................6
Bankruptcy Code.........................................................................7
Bankruptcy Loss.........................................................................7
Book-Entry Certificate..................................................................7
Business Day............................................................................7
Calendar Quarter........................................................................7
Capitalization Reimbursement Amount.....................................................7
Capitalization Reimbursement Shortfall Amount...........................................7
Cash Liquidation........................................................................7
Certificate.............................................................................8
Certificate Account.....................................................................8
Certificate Account Deposit Date........................................................8
Certificateholder or Holder.............................................................8
Certificate Owner.......................................................................8
Certificate Principal Balance...........................................................8
Certificate Register and Certificate Registrar..........................................9
Class...................................................................................9
Class A Certificates....................................................................9
Class A-I Certificates..................................................................9
Class A-II Certificates.................................................................9
Class A-III Certificates................................................................9
Class A-IV Certificates.................................................................9
Class A-V Certificates..................................................................9
Class A-PO Collection Shortfall.........................................................9
Class A-PO Principal Distribution Amount................................................9
Class B Certificates....................................................................9
Class B-1 Certificate...................................................................9
Class B-2 Certificate..................................................................10
Class B-3 Certificate..................................................................10
Class M Certificates...................................................................10
Class M-1 Certificate..................................................................10
i
Class M-2 Certificate..................................................................10
Class M-3 Certificate..................................................................10
Class R Certificate....................................................................10
Class R-I Certificate..................................................................10
Class R-II Certificate.................................................................10
Closing Date...........................................................................11
Code...................................................................................11
Commission.............................................................................11
Compensating Interest..................................................................11
Cooperative............................................................................11
Cooperative Apartment..................................................................11
Cooperative Lease......................................................................11
Cooperative Loans......................................................................11
Cooperative Stock......................................................................11
Cooperative Stock Certificate..........................................................11
Corporate Trust Office.................................................................12
Credit Repository......................................................................12
Credit Support Depletion Date..........................................................12
Curtailment............................................................................12
Custodial Account......................................................................12
Custodial Agreement....................................................................12
Custodian..............................................................................12
Cut-off Date...........................................................................12
Cut-off Date Balance...................................................................12
Cut-off Date Principal Balance.........................................................12
Debt Service Reduction.................................................................12
Deficient Valuation....................................................................12
Definitive Certificate.................................................................12
Deleted Mortgage Loan..................................................................13
Delinquent.............................................................................13
Depository.............................................................................13
Depository Participant.................................................................13
Destroyed Mortgage Note................................................................13
Determination Date.....................................................................13
Discount Fraction......................................................................13
Discount Mortgage Loan.................................................................13
Discount Net Mortgage Rate.............................................................13
Disqualified Organization..............................................................14
Distribution Date......................................................................14
Due Date...............................................................................14
Due Period.............................................................................14
Eligible Account.......................................................................14
Eligible Funds.........................................................................15
Eligible Master Servicing Compensation.................................................15
ERISA..................................................................................15
Event of Default.......................................................................15
Excess Bankruptcy Loss.................................................................15
Excess Fraud Loss......................................................................15
Excess Loss............................................................................15
Excess Special Hazard Loss.............................................................15
Extraordinary Losses...................................................................15
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Excess Subordinate Principal Amount....................................................16
Exchange Act...........................................................................16
Extraordinary Events...................................................................16
Xxxxxx Xxx.............................................................................17
FASIT..................................................................................17
FDIC...................................................................................17
FHA....................................................................................17
Final Certification....................................................................17
Final Distribution Date................................................................17
Fitch..................................................................................17
Foreclosure Profits....................................................................17
Fraud Losses...........................................................................17
Fraud Loss Amount......................................................................17
Fraud Losses...........................................................................18
Xxxxxxx Mac............................................................................18
Group I Cut-off Date Balance...........................................................18
Group II Cut-off Date Balance..........................................................18
Group III Cut-off Date Balance.........................................................18
Group IV Cut-off Date Balance..........................................................18
Group V Cut-off Date Balance...........................................................18
Group I Loan...........................................................................18
Group II Loan..........................................................................18
Group III Loan.........................................................................18
Group IV Loan..........................................................................18
Group V Loan...........................................................................18
Group I Pool Stated Principal Balance..................................................19
Group II Pool Stated Principal Balance.................................................19
Group III Pool Stated Principal Balance................................................19
Group IV Pool Stated Principal Balance.................................................19
Group IV Pool Stated Principal Balance.................................................19
Group I Senior Certificates............................................................19
Group II Senior Certificates...........................................................19
Group III Senior Certificates..........................................................19
Group IV Senior Certificates...........................................................19
Group V Senior Certificates............................................................19
Hazardous Materials....................................................................19
Highest Priority.......................................................................19
Independent............................................................................20
Index..................................................................................20
Initial Certificate Principal Balance..................................................20
Initial Notional Amount................................................................20
Initial Subordinate Class Percentage...................................................20
Insurance Proceeds.....................................................................20
Interest Accrual Period................................................................20
Interest Only Certificate..............................................................20
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Interim Certification..................................................................20
Interested Person......................................................................21
Late Collections.......................................................................21
Liquidation Proceeds...................................................................21
Loan Group.............................................................................21
Loan-to-Value Ratio....................................................................21
Lower Priority.........................................................................21
Lowest Priority........................................................................21
Maturity Date..........................................................................21
MERS...................................................................................22
MERS(R) System.........................................................................22
MIN....................................................................................22
Modified Mortgage Loan.................................................................22
Modified Net Mortgage Rate.............................................................22
MOM Loan...............................................................................22
Monthly Payment........................................................................22
Xxxxx'x................................................................................22
Mortgage...............................................................................22
Mortgage File..........................................................................22
Mortgage Loan Schedule.................................................................22
Mortgage Loans.........................................................................23
Mortgage Note..........................................................................23
Mortgage Rate..........................................................................24
Mortgaged Property.....................................................................24
Mortgagor..............................................................................24
Net Mortgage Rate......................................................................24
Non-Discount Mortgage Loan.............................................................24
Non-Primary Residence Loans............................................................24
Non-United States Person...............................................................24
Nonrecoverable Advance.................................................................24
Nonsubserviced Mortgage Loan...........................................................25
Notice.................................................................................25
Notional Amount........................................................................25
Officers' Certificate..................................................................25
Opinion of Counsel.....................................................................25
Optional Termination Date..............................................................25
Outstanding Mortgage Loan..............................................................25
Ownership Interest.....................................................................26
Pass-Through Rate......................................................................26
Paying Agent...........................................................................26
Percentage Interest....................................................................26
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Permitted Investments..................................................................27
Permitted Transferee...................................................................28
Person.................................................................................28
Pledged Amount.........................................................................28
Pledged Asset..........................................................................28
Pledged Asset Loan.....................................................................28
Pool Strip Rate........................................................................28
Prepayment Assumption..................................................................28
Prepayment Distribution Percentage.....................................................29
Prepayment Distribution Trigger........................................................30
Prepayment Interest Shortfall..........................................................30
Prepayment Period......................................................................30
Primary Insurance Policy...............................................................30
Principal Prepayment...................................................................30
Principal Prepayment in Full...........................................................30
Program Guide..........................................................................30
Purchase Price.........................................................................31
Qualified Insurer......................................................................31
Qualified Substitute Mortgage Loan.....................................................31
Rating Agency..........................................................................32
Realized Loss..........................................................................32
Record Date............................................................................33
Regular Certificates...................................................................33
Regular Interest.......................................................................33
Relief Act.............................................................................33
Relief Act Shortfalls..................................................................33
REMIC..................................................................................33
REMIC Administrator....................................................................33
REMIC I................................................................................33
REMIC I Accrued Interest...............................................................34
REMIC I Pass-Through Rate..............................................................34
REMIC I Regular Interests..............................................................34
REMIC I Subordinated Balance Ratio.....................................................34
REMIC II...............................................................................35
REMIC Provisions.......................................................................35
REO Acquisition........................................................................35
REO Disposition........................................................................35
REO Imputed Interest...................................................................35
REO Proceeds...........................................................................35
REO Property...........................................................................36
Reportable Modified Mortgage Loan......................................................36
Repurchase Event.......................................................................36
Repurchase Price.......................................................................36
Request for Release....................................................................36
Required Insurance Policy..............................................................36
Residential Funding....................................................................36
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Responsible Officer....................................................................37
Schedule of Discount Fractions.........................................................37
Security Agreement.....................................................................37
Senior Accelerated Distribution Percentage.............................................37
Senior Certificates....................................................................38
Senior Percentage......................................................................38
Senior Principal Distribution Amount...................................................38
Servicing Accounts.....................................................................39
Servicing Advances.....................................................................39
Servicing Fee..........................................................................39
Servicing Fee Rate.....................................................................39
Servicing Modification.................................................................39
Servicing Officer......................................................................39
Special Hazard Amount..................................................................39
Special Hazard Loss....................................................................40
Standard & Poor's......................................................................40
Startup Date...........................................................................40
Stated Principal Balance...............................................................40
Subclass...............................................................................41
Subordination..........................................................................41
Subordinate Certificate................................................................41
Subordinate Class Percentage...........................................................41
Subordinate Percentage.................................................................41
Subordinate Principal Distribution Amount..............................................41
Subsequent Recoveries..................................................................42
Subserviced Mortgage Loan..............................................................42
Subservicer............................................................................42
Subservicer Advance....................................................................42
Subservicing Account...................................................................42
Subservicing Agreement.................................................................42
Subservicing Fee.......................................................................43
Subservicing Fee Rate..................................................................43
Tax Returns............................................................................43
Transfer...............................................................................43
Transferee.............................................................................43
Transferor.............................................................................43
Trust Fund.............................................................................43
Uniform Single Attestation Program for Mortgage Bankers................................43
Uncertificated Accrued Interest........................................................43
Uncertificated Class A-IO REMIC II Regular Interests...................................44
Uncertificated Notional Amount.........................................................44
Uncertificated Pass-Through Rate.......................................................44
Uncertificated Principal Balance.......................................................44
Uncertificated REMIC Regular Interest Distribution Amount..............................44
Uncertificated REMIC Regular Interests.................................................44
Uninsured Cause........................................................................44
vi
United States Person...................................................................44
VA.....................................................................................45
Voting Rights..........................................................................45
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES..................46
Section 2.01 Conveyance of Mortgage Loans............................................46
Section 2.02 Acceptance by Trustee...................................................51
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Depositor. .........................................................53
Section 2.04 Representations and Warranties of Residential Funding...................55
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests..............................57
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................59
Section 3.01 Master Servicer to Act as Servicer......................................59
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations............................60
Section 3.03 Successor Subservicers..................................................62
Section 3.04 Liability of the Master Servicer........................................62
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders..................................................62
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.........63
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. ...........................................................63
Section 3.08 Subservicing Accounts; Servicing Accounts...............................66
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans. .............................................................67
Section 3.10 Permitted Withdrawals from the Custodial Account........................68
Section 3.11 Maintenance of Primary Insurance Coverage...............................69
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.......70
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.....................................72
Section 3.14 Realization Upon Defaulted Mortgage Loans...............................74
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.........................77
Section 3.16 Servicing and Other Compensation; Eligible Master Servicing Compensation.78
Section 3.17 Reports to the Trustee and the Depositor................................79
Section 3.18 Annual Statement as to Compliance.......................................79
Section 3.19 Annual Independent Public Accountants' Servicing Report.................80
Section 3.20 Right of the Depositor in Respect of the Master Servicer................81
Section 3.21 Advance Facility........................................................81
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS...................................................86
Section 4.01 Certificate Account.....................................................86
Section 4.02 Distributions...........................................................86
vii
Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting. .....................................................95
Section 4.04 Distribution of Reports to the Trustee and the Depositor; Advances by the
Master Servicer. ..................................................98
Section 4.05 Allocation of Realized Losses..........................................100
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property..........101
Section 4.07 Optional Purchase of Defaulted Mortgage Loans..........................101
ARTICLE V THE CERTIFICATES.................................................................103
Section 5.01 The Certificates.......................................................103
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............................115
ARTICLE VII DEFAULT........................................................................116
Section 7.01 Events of Default......................................................116
Section 7.02 Trustee or Depositor to Act; Appointment of Successor..................118
Section 7.03 Notification to Certificateholders.....................................119
Section 7.04 Waiver of Events of Default............................................119
ARTICLE VIII CONCERNING THE TRUSTEE........................................................120
Section 8.01 Duties of Trustee......................................................120
Section 8.02 Certain Matters Affecting the Trustee..................................121
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans..................123
Section 8.04 Trustee May Own Certificates...........................................123
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification....123
Section 8.06 Eligibility Requirements for Trustee...................................124
Section 8.07 Resignation and Removal of the Trustee.................................125
Section 8.08 Successor Trustee......................................................126
Section 8.09 Merger or Consolidation of Trustee.....................................126
Section 8.10 Appointment of Co-Trustee or Separate Trustee..........................127
Section 8.11 Appointment of Custodians..............................................128
ARTICLE IX TERMINATION.....................................................................129
Section 9.01 Termination Upon Purchase by Residential Funding or Liquidation of All
Mortgage Loans. 129
Section 9.02 Additional Termination Requirements....................................132
ARTICLE X REMIC PROVISIONS.................................................................133
Section 10.01 REMIC Administration...................................................133
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification.......136
Section 10.03 Distributions on the REMIC I Regular Interests.........................137
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests............138
ARTICLE XI MISCELLANEOUS PROVISIONS........................................................139
Section 11.01 Amendment..............................................................139
Section 11.02 Recordation of Agreement; Counterparts.................................141
viii
Section 11.03 Limitation on Rights of Certificateholders.............................142
Section 11.04 Governing Law..........................................................143
Section 11.05 Notices................................................................143
Section 11.06 Notices to Rating Agencies.............................................143
Section 11.07 Severability of Provisions.............................................144
Section 11.08 Supplemental Provisions for Resecuritization...........................144
Exhibit A Form of Class A Certificate
Exhibit B Form of Class M Certificate
Exhibit C Form of Class B Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit F-3 Group III Loan Schedule
Exhibit F-4 Group IV Loan Schedule
Exhibit F-5 Group V Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section
11.01(e) for a Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O [Reserved]
Exhibit P Schedule of Discount Fractions
Exhibit Q Form of Request for Exchange
Exhibit R-1: Form of Form 10-K Certification
Exhibit R-2: Form of Back-Up Certification to Form 10-K Certificate
Exhibit S: Information to be Provided by the Master Servicer to the Rating Agencies
Relating to Reportable Modified Mortgage Loans
ix
This Pooling and Servicing Agreement, effective as of December 1, 2004,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a
California Banking Corporation, as trustee (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage-backed pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in fifteen classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group I Loans, Group II
Loans, Group III Loans Group IV Loans and Group V Loans and certain other
related assets subject to this Agreement as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC I." The Class R-I Certificates will
represent the sole class of "residual interests" in REMIC I for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The following
table irrevocably sets forth the designation, remittance rate (the "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 date set forth below. None of the REMIC I Regular Interests will be
certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
I-SUB
-------------------- (1) $103.22 January 25, 2035
I- ZZZ (1) $44,870,142.69 January 25, 2035
II-SUB 6.00% $55.40 January 25, 2035
II-ZZZ 6.00% $24,081,579.81 January 25, 2035
III-SUB 6.50% $148.09 January 25, 2035
III-ZZZ 6.50% $64,373,736.82 January 25, 2035
IV-SUB 7.00% $92.19 January 25, 2035
IV-ZZZ 7.00% $40,058,808.83 January 25, 2035
V-SUB 7.50% $76.12 January 25, 2035
V-ZZZ 7.50% $33,091,109.90 January 25, 2035
A-PO 0.00% $4,386.94 January 25, 2035
REMIC I IO Regular
Interests (1) (2) January 25, 2035
---------------
(1) Calculated as provided in the definition of REMIC I Pass-Through Rate. (2)
The REMIC I IO Regular Interests will not have an Uncertificated Principal
Balance.
1
REMIC II
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as REMIC II. The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
II and the Class R Certificates. The "latest possible maturity date" (determined
solely for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular Certificates shall be
the date set forth below.
RAAGGREGATE
INITIAL
CERTIFICATE
PRINCIPAL INITIAL
DESIGNATION TYPE PASS-THROUGH- BALANCE FEATURES MATURITY DATE RATINGS(7)
S&P FITCH
Class A-I Senior Variable $43,838,000.00 Senior May 25, 2018 AAA AAA
Rate(1)
Class A-II Senior 6.00% $23,527,600.00 Senior July 25, 2032 AAA AAA
Class A-III Senior 6.50% $62,893,000.00 Senior July 25, 2032 AAA AAA
Class A-IV Senior 7.00% $39,137,000.00 Senior July 25, 2032 AAA AAA
Class A-V Senior 7.50% $32,330,000.00 Senior July 25, 2032 AAA AAA
Class A-PO Senior 0.00% $ 4,386.94 Senior/Prin. July 25, 2032 AAA AAA
Only
Class A-IO Senior 7.00% $ 0.00 Senior/Int. July 25, 2032 AAA AAA
Only/Variable
Strip
Class M-1 Mezzanine Variable $2,065,900.00 Mezzanine July 25, 2032 AA N/R
Rate(1)
Class M-2 Mezzanine Variable $1,858,300.00 Mezzanine July 25, 2032 A N/R
Rate(1)
Class M-3 Mezzanine Variable $ 309,700.00 Mezzanine July 25, 2032 BBB N/R
Rate(1)
Class B-1 Subordinate Variable $ 103,200.00 Subordinate July 25, 2032 BB N/R
Rate(1)
Class B-2 Subordinate Variable $ 103,200.00 Subordinate July 25, 2032 B N/R
Rate(1)
Class B-3 Subordinate Variable $ 309,903.07 Subordinate July 25, 2032 N/R N/R
Rate(1)
Class R-I Residual 6.00% $ 50.00 Residual July 25, 2032 AAA AAA
Class R-II Residual 6.00% $ 50.00 Residual July 25, 2032 AAA AAA
---------------
(1) Calculated in accordance with the definition of "Pass-Through Rate" herein.
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to $44,870,245.91. The Group I Loans are fixed-rate, fully amortizing, first
lien mortgage loans having terms to maturity at origination or modification of
generally not more than 15 years. The Group II Loans have an aggregate Cut-off
Date Principal Balance equal to $24,086,072.15. The Group II Loans are
fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity
at origination or modification of generally not more than 30 years. The Group
III Loans have an aggregate Cut-off Date Principal Balance equal to
$64,373,884.91. The Group III Loans are fixed-rate, fully amortizing, first lien
2
mortgage loans having terms to maturity at origination or modification of
generally not more than 30 years. The Group IV Loans have an aggregate Cut-off
Date Principal Balance equal to $40,058,901.02. The Group IV Loans are
fixed-rate, fully amortizing, first lien mortgage loans having terms to maturity
at origination or modification of generally not more than 30 years. The Group V
Loans have an aggregate Cut-off Date Principal Balance equal to $33,091,186.02.
The Group V Loans are fixed-rate, fully amortizing, first lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 30 years. The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $206,480,290.01.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
3
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class of Certificates (other than the Principal Only Certificates), an
amount equal to interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class of
Certificates will be reduced by interest shortfalls from the Mortgage Loans in
the related Loan Group, if any, allocated to such Class of Certificates for such
Distribution Date, to the extent not covered with respect to the Senior
Certificates by the Subordination provided by the Class B Certificates and Class
M Certificates and, with respect to each Class of Subordinate Certificates to
the extent not covered by the Subordination provided by each Subordinate
Certificate with a Lower Priority, including in each case:
(i) Prepayment Interest Shortfalls on the Mortgage Loans in the
related Loan Group (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided in
Section 4.01), allocated among the Certificates on a pro rata
basis,
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on the Mortgage Loans in the related
Loan Group (including Excess Losses from the related Loan Group)
not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on the Mortgage
Loans in the related Loan Group, which remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess Losses
from the related Loan Group, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Relief Act or similar legislation or regulations
as in effect from time to time,
4
with all such reductions allocated among all of the related Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions. In addition to that portion of
the reductions described in the preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Subsequent Recoveries, REO Proceeds, Insurance Proceeds, Principal Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or
made in the month of such Distribution Date (other than such Liquidation
Proceeds, Subsequent Recoveries, REO Proceeds, Insurance Proceeds and purchases
of Mortgage Loans that the Master Servicer has deemed to have been received in
the preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the Due Date in the related Due Period.
Appraised Value: As to any Mortgaged Property, one of the following: (i)
the lesser of (a) the appraised value of such Mortgaged Property based upon the
appraisal made at the time of the origination of the related Mortgage Loan, and
(b) the sales price of the Mortgaged Property at such time of origination or
(ii) in the case of a Mortgaged Property securing a refinanced or modified
Mortgage Loan, one of (1) the appraised value based upon the appraisal made at
the time of origination of the loan which was refinanced or modified, (2) the
appraised value determined in an appraisal made at the time of refinancing or
modification or (3) the sales price of the Mortgaged Property.
5
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; or the Additional Collateral
Agreement, between GMAC Mortgage Corporation and the Mortgagor or other person
pledging the related Pledged Assets.
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.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the related
Mortgage Loans on deposit in the Custodial Account as of the close of business
on the immediately preceding Determination Date and amounts deposited in the
Custodial Account in connection with the substitution of Qualified Substitute
Mortgage Loans that are related Mortgage Loans, (ii) the amount of any Advance
made on the immediately preceding Certificate Account Deposit Date with respect
to the related Mortgage Loans, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to Section
3.12(a) in respect of the related Mortgage 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 related Mortgage Loans, (v) any amount
deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect
of the related Mortgage Loans and (vi) the proceeds of any Pledged Assets
received by the Master Servicer, reduced by (b) the sum as of the close of
business on the immediately preceding Determination Date of (x) the Amount Held
for Future Distribution with respect to the related Mortgage Loans and (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the related Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to
$100,000, less the sum of any amounts allocated through Section 4.05 for
Bankruptcy Losses on the Mortgage Loans up to such date of determination. The
Bankruptcy Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
6
to the Class A, Class M and Class B Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any 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.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the States of New York, Minnesota,
Illinois, Texas or Michigan (and such other state or states in which the
Custodial Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Capitalization Reimbursement Amount: As to any Distribution Date, the
amount of Advances or Servicing Advances that were added to the Stated Principal
Balance of the related Mortgage Loans 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), plus the Capitalization
Reimbursement Shortfall Amount remaining unreimbursed from any prior
Distribution Date and reimbursed to the Master Servicer or Subservicer on or
prior to such Distribution Date.
Capitalization Reimbursement Shortfall Amount: As to any Distribution
Date, the amount, if any, by which the amount of Advances or Servicing Advances
that were added to the Stated Principal Balance of the Mortgage Loans during the
preceding calendar month exceeds the amount of principal payments on the
Mortgage Loans included in the Available Distribution Amount for that
Distribution Date.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
7
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "Deutsche Bank Trust Company
Americas, as trustee, in trust for the registered holders of Residential Asset
Mortgage Products, Inc., Mortgage-Backed Pass-Through Certificates, Series
2004-SL4" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely for the purpose of giving any consent
or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other
than any Interest Only 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, plus
(ii) any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.02, 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 Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
8
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be further reduced
by an amount equal to the Percentage Interest evidenced by such Certificate
multiplied by the excess, if any, of (A) the then aggregate Certificate
Principal Balance of all Classes of Certificates then outstanding over (B) the
then aggregate Stated Principal Balance of the Mortgage Loans.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I, Class A-II, Class A-III,
Class A-IV, Class A-V, Class A-IO or Class A-PO 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 Certificates and Class B
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and representing
ownership of an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-I Certificates: Any one of the Class A-I Certificates.
----------------------
Class A-II Certificates: Any one of the Class A-II Certificates.
-----------------------
Class A-III Certificates: Any one of the Class A-III Certificates.
------------------------
Class A-IV Certificates: Any one of the Class A-IV Certificates.
-----------------------
Class A-V Certificates: Any one of the Class A-V Certificates
----------------------
Class A-PO Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan in Loan Group II and any
Distribution Date, the excess of the amount described in Section
4.02(b)(i)(C)(1) in respect of the Class A-PO Certificates over the amount
described in Section 4.02(b)(i)(C)(2) in respect of the Class A-PO Certificates.
Class A-PO Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificates: Any one of the Class B-1, Class B-2 or Class B-3
Certificates.
Class B-1 Certificate: Any one of the Class B-1 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C, senior to the Class B-2 and Class B-3
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
9
Class B-2 Certificate: Any one of the Class B-2 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C, senior to the Class B-3 Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class B-3 Certificate: Any one of the Class B-3 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit C, and evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions.
Class M Certificates: Any one of the Class M-1, Class M-2 or Class M-3
Certificates.
Class M-1 Certificate: Any one of the Class M-1 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, senior to the Class M-2, Class M-3 and Class B
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, senior to the Class M-3 and Class B
Certificates with respect to distributions and the allocation of Realized Losses
in respect of the Mortgage Loans as set forth in Section 4.05, and evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit B, senior to the Class B Certificates with
respect to distributions and the allocation of Realized Losses in respect of the
Mortgage Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
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.
10
Closing Date: January 4, 2005.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
----------
Compensating Interest: As determined with respect to each Loan Group,
with respect to any Distribution Date, an amount equal to Prepayment Interest
Shortfalls resulting from Principal Prepayments in Full during the related
Prepayment Period and Curtailments during the prior calendar month and included
in the related Available Distribution Amount for such Distribution Date, but not
more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal
Balance of the Mortgage Loans in the related Loan Group 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;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of Section 7.02(a).
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
11
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, Attention: RAMP, Series 2004-SL4.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
---------
Cut-off Date: December 1, 2004.
Cut-off Date Balance: The Group I Cut-off Date Balance, Group II Cut-off
Date Balance, Group III Cut-off Date Balance, Group IV Cut-off Date Balance or
Group V Cut-off Date Balance, as the case may be.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
December 2004), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
12
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the next following monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business
on the second following monthly scheduled due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the second
Business Day prior to such Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the related
Discount Net Mortgage Rate minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to which the
Mortgage Rate is modified pursuant to 3.07(a)) for such Mortgage Loan and the
denominator of which is the related Discount Net Mortgage Rate. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth as Exhibit P
hereto.
Discount Mortgage Loan: Any Group II Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the related Discount Net Mortgage
Rate per annum and any Group II Loan deemed to be a Discount Mortgage Loan
pursuant to the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: With respect to Loan Group II, 6.00% per annum.
13
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A
Disqualified Organization also includes any "electing large partnership," as
defined in Section 775(a) of the Code and any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause any REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States",
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month of
the initial issuance of the Certificates or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of JPMorgan
Chase Bank, or (B) an account or accounts maintained in the corporate asset
services department of Bank One, National Association as long as its short term
debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
14
trust account or accounts maintained in the corporate trust division of Deutsche
Bank Trust Company Americas, or (v) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in writing by each
Rating Agency that use of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: With respect to Loan Group II, on any Distribution Date,
the portion, if any, of the related Available Distribution Amount remaining
after reduction by the sum of (i) the aggregate amount of Accrued Certificate
Interest on the Group II Senior Certificates, (ii) the Group II Senior Principal
Distribution Amount (determined without regard to Section 4.02(a)(ii)(Y)(D)
hereof) and (iii) the aggregate amount of Accrued Certificate Interest on the
Class M, Class B-1 and Class B-2 Certificates payable from the related Available
Distribution Amount.
Eligible Master Servicing Compensation: With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full or Curtailments during the related Prepayment Period, but
not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal
Balance of the Mortgage Loans immediately preceding such Distribution Date and
(b) the sum of the Servicing Fee, all income and gain on amounts held in the
Custodial Account and the Certificate Account and amounts payable to the
Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of Section 7.02(a).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: Any Bankruptcy Loss on the Mortgage Loans, or
portion thereof, which exceeds the then-applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss on the Mortgage Loans, or portion
thereof, which exceeds the then-applicable Fraud Loss Amount.
Excess Loss: Any Excess Fraud Loss, Excess Special Hazard Loss, Excess
Bankruptcy Loss or Extraordinary Loss.
Excess Special Hazard Loss: Any Special Hazard Loss on the Mortgage
Loans, or portion thereof, that exceeds the then-applicable Special Hazard
Amount.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
15
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such Class or Classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such Class or Classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such Classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E).
Exchange Act: The Securities Exchange Act of 1934, as amended.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity bond and
the errors and omissions insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination, all
whether controlled or uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of the term "Special Hazard
Loss";
(c) hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or expected
attack;
1. by any government or sovereign power, de jure or
defacto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces; or
4. any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
5. insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combating or defending against such an occurrence, seizure or
destruction under quarantine or customs regulations, confiscation
by order of any government or public authority; or risks of
contraband or illegal transportation or trade.
16
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch, Inc., or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
the origination of such Mortgage Loan.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to (X) prior to the first anniversary of the Cut-off Date,
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Group I Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses on the Mortgage Loans allocated through Subordination, in accordance with
Section 4.05 since the Cut-off Date up to such date of determination, (Y) from
the first to, but not including, the second anniversary of the Cut-off Date, an
amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
from the second to, but not including, the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
17
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination. On and
after the fifth anniversary of the Cut-off Date the Fraud Loss Amount shall be
zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to the Class A, Class M and Class B 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.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
the origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Group I Cut-off Date Balance: $44,870,245.91.
----------------------------
Group II Cut-off Date Balance: $24,086,072.15.
-----------------------------
Group III Cut-off Date Balance: $64,373,884.91.
------------------------------
Group IV Cut-off Date Balance: $40,058,901.02.
-----------------------------
Group V Cut-off Date Balance: $33,091,186.02.
----------------------------
Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-2.
Group III Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-3.
Group IV Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-4.
Group V Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-4.
18
Group I Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group I Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group II Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group II Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group III Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group III
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group IV Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group IV Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group V Pool Stated Principal Balance: As to any date of determination,
the aggregate of the Stated Principal Balances of each Group V Loan that was an
Outstanding Mortgage Loan on the Due Date immediately preceding the Due Period
preceding such date of determination.
Group I Senior Certificates: Any of the Class A-I Certificates.
Group II Senior Certificates: Any of the Class A-II Certificates, Class R-I
and Class R-II Certificates.
Group III Senior Certificates: Any of the Class A-III Certificates.
Group IV Senior Certificates: Any of the Class A-IV Certificates.
Group V Senior Certificates: Any of the Class A-V Certificates.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
Highest Priority: As of any date of determination and any Loan Group,
the Class of Subordinate Certificates then outstanding with the earliest
priority for payments pursuant to Section 4.02(a), in the following order: Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
19
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor, the Master Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect financial interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Interest Only Certificates and 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.
Initial Notional Amount: With respect to any Class A-IO Certificates or
Subclass thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date
Principal Balance of the Group II Loans, Group III Loans, Group IV Loans and
Group V Loans corresponding to the Uncertificated Class A-IO REMIC II Regular
Interests represented by such Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.00% Class B-1: 0.05%
Class M-2: 0.90% Class B-2: 0.05%
Class M-3: 0.15% Class B-3: 0.15%
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Interest Accrual Period: With respect to any Certificates and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificate: Any of the Class A-IO Certificates.
-------------------------
Interim Certification: As defined in Section 2.02.
20
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Trustee, any Mortgagor, any manager of a Mortgaged
Property, or any Person actually known to a Responsible Officer of the Trustee
to be an Affiliate of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds and Subsequent
Recoveries.
Loan Group: With respect to the Class A-I Certificates and REMIC I
Regular Interests I-SUB and I-ZZZ, the Group I Loans; with respect to the Class
A-II Certificates, Class R Certificates and REMIC I Regular Interests II-SUB and
II-ZZZ, the Group II Loans; with respect to the Class A-III Certificates and
REMIC I Regular Interests III-SUB and III-ZZZ, the Group III Loans; with respect
to the Class A-IV Certificates and REMIC I Regular Interests IV-SUB and IV-ZZZ,
the Group IV Loans, with respect to the Class A-V Certificates and REMIC I
Regular Interests V-SUB and V-ZZZ, the Group V Loans; with respect to the Class
A-PO Certificates, the Group II Loans, with respect to the Class A-IO
Certificates, the Group II Loans, Group III Loans, Group IV Loans and Group V
Loans; with respect to the Class M Certificates and Class B Certificates, the
Group I Loans, Group II Loans, Group III Loans, Group IV Loans and Group V
Loans.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I and REMIC
II, the latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate
Principal Balance of each such Class of Certificates representing a regular
interest in the Trust Fund would be reduced to zero, which is the date set forth
in the Preliminary Statement.
21
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate, minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first or junior lien on an estate in fee simple interest
in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2, Exhibit F-3 and Exhibit F-4 (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:
22
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE" or "MATURITY
DT");
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date for an adjustable rate
Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I" for
the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence (the absence of any such code means the
Mortgage Loan is secured by a primary residence); and
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the
absence of any such code means the Mortgage Loan is secured by an
owner occupied residence).
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage 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, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
23
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F-1, F-2, F-3 or F-4 hereto.
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the Servicing Fee Rate.
Non-Discount Mortgage Loan: With respect to Loan Group II , a Mortgage
Loan that is not a Discount Mortgage Loan from Loan Group II or any Loan in Loan
Group III, Loan Group IV or Loan Group V.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any 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 unpaid Monthly Payments or other amounts which
the Master Servicer had previously advanced, and the Master Servicer determines
that no other source of payment or reimbursement for such advances is available
to it, such Advances shall be deemed to be nonrecoverable; provided, however,
that in connection with the foregoing, the Master Servicer shall provide an
Officers' Certificate as described below. 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.
24
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notice: As defined in Section 4.04.
Notional Amount: As of any Distribution Date, with respect to any Class
A-IO Certificates or Subclass thereof issued pursuant to Section 5.01(d), the
sum of (i) (A) the aggregate Stated Principal Balance of each Group II Loan
having a Net Mortgage Rate greater than 6.00%, multiplied by (B) a fraction, the
numerator of which is the weighted average of the Net Mortgage Rates for all
such Group II Loans minus 6.00%, and the denominator of which is equal to 7.00%,
(ii) (A) the aggregate Stated Principal Balance of each Group III Loan having a
Net Mortgage Rate greater than 6.50%, multiplied by (B) a fraction, the
numerator of which is the weighted average of the Net Mortgage Rates for all
such Group III Loans minus 6.50%, and the denominator of which is equal to
7.00%, (iii) (A) the aggregate Stated Principal Balance of each Group IV Loan
having a Net Mortgage Rate greater than 7.00%, multiplied by (B) a fraction, the
numerator of which is the weighted average of the Net Mortgage Rates for all
such Group IV Loans minus 7.00%, and the denominator of which is equal to 7.00%,
and (iv) (A) the aggregate Stated Principal Balance of each Group V Loan having
a Net Mortgage Rate greater than 7.50%, multiplied by (B) a fraction, the
numerator of which is the weighted average of the Net Mortgage Rates for all
such Group V Loans minus 7.50%, and the denominator of which is equal to 7.00%.
For federal income tax purposes, however, the Notional Amount with respect to
any Class A-IO Certificates or Subclass thereof issued pursuant to Section
5.01(d) shall be the aggregate Stated Principal Balance of the Group II Loans,
Group III Loans, Group IV Loans and Group V Loans corresponding to the
Uncertificated Class A-IO REMIC II Regular Interests represented by such Class
or Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the Master Servicer, as the case may be,
and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Depositor or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of REMIC I or REMIC II as REMICs or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the
Stated Principal Balance (before giving effect to distributions to be made on
such Distribution Date) of the Mortgage Loans is less than 1.00% of the Cut-off
Date Principal Balance.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
25
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I Certificates, the
weighted average of the Net Mortgage Rates on the Group I Loans. The Initial
Pass-Through Rate for the Class A-I Certificates shall be 6.4358% per annum. For
federal income tax purposes, however, the Class A-I Certificates shall bear
interest at a rate equivalent to the foregoing, expressed as the weighted
average of the REMIC I Pass-Through Rate with respect to REMIC I Regular
Interests I-SUB and I-ZZZ. With respect to the Class A-II (other than Class A-PO
Certificates), Class A-III, Class A-IV, Class A-V, Class A-IO and Class R
Certificates and any Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto. For federal income tax purposes, however, the
Class A-II (other than Class A-PO Certificates), Class A-III, Class A-IV, Class
A-V and Class A-IO Certificates shall bear interest at a rate equivalent to the
foregoing, expressed, in each case, as the weighted average of the REMIC I
Pass-Through Rate with respect to REMIC I Regular Interests II-SUB and II-ZZZ,
the weighted average of the REMIC I Pass-Through Rate with respect to REMIC I
Regular Interests III-SUB and III-ZZZ, the weighted average of the REMIC I
Pass-Through Rate with respect to REMIC I Regular Interests IV-SUB and IV-ZZZ,
the weighted average of the REMIC I Pass-Through Rate with respect to REMIC I
Regular Interests V-SUB and V-ZZZ and the weighted average of the REMIC I
Pass-Through Rate with respect to REMIC I IO Regular Interest, respectively. The
Class A-PO Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest. With respect to the Class M Certificates and Class
B Certificates and any Distribution Date, the weighted average of the
Pass-Through Rates of the Class A-I, Class A-II, Class A-III, Class A-IV and
Class A-V Certificates, weighted in proportion to the results of subtracting
from each Loan Group (other than the portion attributable to the Class A-PO
Certificates) (to an amount not less than zero), the aggregate Certificate
Principal Balance of the related Senior Certificates (other than the Class A-PO
Certificates). The initial Pass-Through Rate for the Class M Certificates and
Class B Certificates shall be 6.6850% per annum. For federal income tax
purposes, however, the Class M Certificates and Class B Certificates will bear
interest at a rate equivalent to the foregoing, expressed as the weighted
average of the REMIC I Pass-Through Rates on REMIC I Regular Interests I-SUB,
II-SUB, III-SUB, IV-SUB and V-SUB, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC I Regular Interest as of the beginning of
the related Due Period.
Paying Agent: Deutsche Bank Trust Company Americas or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R 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 or Initial Notional
26
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity
of more than 365 days or a remaining maturity of more than 30
days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof
have been rated by each Rating Agency in its highest short-term
rating available; and, provided further that, if the original
maturity of such short-term obligations of a domestic branch of a
foreign depository institution or trust company shall exceed 30
days, the short-term rating of such institution shall be A-1+ in
the case of Standard & Poor's if Standard & Poor's is a Rating
Agency;
(iv) commercial paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under the
laws of the United States or any state thereof which on the date
of acquisition has been rated by each Rating Agency in its
highest short-term rating available; provided that such
commercial paper and demand notes shall have a remaining maturity
of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating Agency, as evidenced in writing;
27
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
F-1 in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of
money remitted to Combined Collateral LLC, at the direction of or for the
benefit of the related Mortgagor.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description pledged by Combined
Collateral LLC as security in respect of any Realized Losses in connection with
such Mortgage Loan up to the Pledged Amount for such Mortgage Loan, and any
related collateral, or such other collateral as may be set forth in the Series
Supplement.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
6.00% per annum in the case of any Group I Loan, 6.50% per annum in the case of
any Group III Loan, 7.00% per annum in the case of any Group IV Loan and 7.50%
in the case of any Group V Loan (in no case less than 0.00%).
Prepayment Assumption: With respect to the Class A, Class M and Class B
Certificates, the prepayment assumption to be used for determining the accrual
of original issue discount and premium and market discount on such Certificates
for federal income tax purposes, which assumes a constant prepayment rate of 40%
CPR with respect to the Mortgage Loans.
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Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) or any Distribution Date for which the related Senior Accelerated
Distribution Percentage is equal to 100%, 0%.
(ii) or any Distribution Date for which clause (i) above does not
apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 of this Agreement (determined without regard to the
proviso to the definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect of principal
of any Class or Classes of Subordinate Certificates in an amount
greater than the remaining Certificate Principal Balance thereof
(any such class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced
to a level that, when applied as described above, would exactly
reduce the Certificate Principal Balance of such Class to zero;
(b) the Prepayment Distribution Percentage of each other Class of
Subordinate Certificates (any such Class, a "Non-Maturing Class")
shall be recalculated in accordance with the provisions in
paragraph (ii) above, as if the Certificate Principal Balance of
each Maturing Class had been reduced to zero (such percentage as
recalculated, the "Recalculated Percentage"); (c) the total
amount of the reductions in the Prepayment Distribution
Percentages of the related Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate
percentage, shall be allocated among the related Non-Maturing
Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment Percentage"); and (d)
for purposes of such Distribution Date, the Prepayment
Distribution Percentage of each related Non-Maturing Class shall
be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in
paragraph (ii) above as if the Certificate Principal Balance of
each related Maturing Class had not been reduced to zero, plus
(2) the related Adjustment Percentage.
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Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the related Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to the sum of the related Initial Subordinate Class Percentages of such Classes
of Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the portion of the
related Prepayment Period that falls during the prior calendar month, an amount
equal to the excess of one month's interest at the 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 Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan)) paid by the Mortgagor for such month 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 Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1, Exhibit F-2, Exhibit F-3 or Exhibit F-4
with the exception of either code "23" or "96" under the column "MI CO CODE".
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan that is made by the Mortgagor.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans.
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Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)), in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to, but not including, the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
Qualified Insurer: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan must have
at least as high a claims paying ability rating as the insurer it replaces had
on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; and (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement.
Notwithstanding any other provisions herein, (x) with respect to any
Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which
was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
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(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-IO Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Standard & Poor's and Fitch. 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, from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate, and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
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either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
To the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan will be reduced to the extent such recoveries are applied to
reduce the Certificate Principal Balance of any Class of Certificates on any
Distribution Date.
Record Date: With respect to the first Distribution Date, the Closing
Date. With respect to any other Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
Regular Certificates: The Class A Certificates, Class M Certificates and
Class B Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of: (i)
the Mortgage Loans and the related Mortgage Files; (ii) all payments on and
collections in respect of the Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan; (iii) property which
secured a Mortgage Loans and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the
hazard insurance policies and Primary Insurance Policy pertaining to the
Mortgage Loans, if any, and the Pledged Assets with respect to each Pledged
Asset Loan; and (v) all proceeds of clauses (i) through (iv) above.
33
REMIC I Accrued Interest: With respect to each Distribution Date, as to
any REMIC I Regular Interest, interest accrued during the related Interest
Accrual Period at the related REMIC I Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount thereof immediately prior to
such Distribution Date. REMIC I Accrued Interest will be calculated on the basis
of a 360-day year, consisting of twelve 30-day months. In each case REMIC I
Accrued Interest on any REMIC I Regular Interest will be reduced by the amount
of: (i) Prepayment Interest Shortfalls on all Mortgage Loans (to the extent not
offset by the Master Servicer with a payment of Compensating Interest as
provided in Section 4.02), (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses), (iii) the interest portion of Advances that were (A)
previously made with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
and (iv) any other interest shortfalls, including interest that is not
collectible from the Mortgagor pursuant to the Relief Act or similar legislation
or regulations as in effect from time to time, with all such reductions
allocated among all of the REMIC I Regular Interests in proportion to their
respective amounts of REMIC I Accrued Interest payable on such Distribution Date
absent such reductions.
REMIC I Pass-Through Rate: With respect to REMIC I Regular Interests I-SUB
and I-ZZZ, the weighted average of the Net Mortgage Rates on the Group I Loans;
with respect to REMIC I Regular Interest II-SUB and II-ZZZ, 6.00%; with respect
to REMIC I Regular Interest III-SUB and III-ZZZ, 6.50%; with respect to REMIC I
Regular Interest IV-SUB and IV-ZZZ, 7.00%; with respect to REMIC I Regular
Interest A-PO, 0.000%; and with respect to each REMIC I IO Regular Interest, the
Pool Strip Rates for the related Non-Discount Mortgage Loan in each of Loan
Group II, Loan Group III, Loan Group IV and Loan Group V, weighted on the basis
of the Stated Principal Balances thereof as of the beginning of the related Due
Period.
REMIC I Regular Interests: Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each such REMIC I Regular Interest shall accrue
interest at the related REMIC I Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto. The
following is a list of the REMIC I Regular Interests: REMIC I Regular Interest
I-SUB, REMIC I Regular Interest I-ZZZ, REMIC I Regular Interest II-SUB, REMIC I
Regular Interest II-ZZZ, REMIC I Regular Interest III-SUB, REMIC I Regular
Interest III-ZZZ, REMIC I Regular Interest IV-SUB, REMIC I Regular Interest
IV-ZZZ, REMIC I Regular Interest V-SUB, REMIC I Regular Interest V-ZZZ, REMIC I
Regular Interest A-PO and REMIC I IO Regular Interests.
REMIC I Subordinated Balance Ratio: The ratio among the Uncertificated
Principal Balances of each of the REMIC I Regular Interests ending with the
designation "SUB" equal to the ratio among:
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(1) the excess of (x) the aggregate of the Group I Pool Stated Principal Balance
over (y) the aggregate Certificate Principal Balance of the Class A-I
Certificates;
(2) the excess of (x) the aggregate of the Group II Pool Stated Principal
Balance over (y) the aggregate of the Certificate Principal Balance of the Class
A-II, Class R-I, Class R-II and Class A-PO Certificates;
(3) the excess of (x) the aggregate of the Group III Pool Stated Principal
Balance over (y) the aggregate of the Certificate Principal Balance of the Class
A-III Certificates;
(4) the excess of (x) the aggregate of the Group IV Pool Stated Principal
Balance over (y) the aggregate of the Certificate Principal Balance of the Class
A-IV Certificates; and
(5) the excess of (x) the aggregate of the Group V Pool Stated Principal Balance
over (y) the aggregate of the Certificate Principal Balance of the Class A-V
Certificates.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and other payments and recoveries (including proceeds of
a final sale) which the Master Servicer expects to be finally recoverable from
the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net Mortgage Rate,
that would have been applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof for such period.
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 or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
35
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been
subject to an interest rate reduction, (ii) has been subject to a term extension
or (iii) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan; provided, however,
that a Mortgage Loan modified in accordance with clause (i) above for a
temporary period shall not be a Reportable Modified Mortgage Loan if (a) 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 or (b) if such Mortgage Loan is subject to a
Deficient Valuation or Debt Service Reduction.
Repurchase Event: As defined in the Assignment Agreement.
----------------
Repurchase Price: With respect to any Deleted Mortgage Loan to be
replaced by the substitution of one or more Qualified Substitute Mortgage Loans
pursuant to Section 2.03, an amount, calculated by the Master Servicer equal
to:(a) the unpaid principal balance of such Mortgage Loan (or, in the case of
any REO Property, the related Mortgage Loan) (after application of all principal
payments (including prepayments) collected and other principal amounts recovered
on such Mortgage Loan) as of the date of receipt of the Repurchase Price or the
date of substitution, as the case may be, hereunder; plus(b) unpaid interest
accrued on such Mortgage Loan or Mortgage Loan related to an REO Property, as
applicable, at the related Mortgage Rate (after application of all interest
payments collected and other amounts recovered (and applied to accrued interest)
on such Mortgage Loan) to, but not including, the Due Date in the Due Period
during which the applicable purchase or substitution occurs; plus(c) any
unreimbursed Servicing Advances, all accrued and unpaid interest on Advances,
any unpaid servicing compensation (other than Master Servicer fees), and any
unpaid or unreimbursed expenses of the Trust Fund allocable to such Mortgage
Loan or Mortgage Loan related to an REO Property, as applicable, as of the date
of receipt of such Repurchase Price or the date of substitution, as the case may
be, hereunder; plus(d) in the event that such Mortgage Loan or Mortgage Loan
related to an REO Property, as applicable, is required to be repurchased or
replaced pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the Master Servicer or the Trustee in respect of the breach or
defect giving rise to the repurchase or replacement obligation, including any
expenses arising out of the enforcement of the repurchase or replacement
obligation.
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.
36
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred and with direct responsibility for the administration of
this Agreement.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as Exhibit P
hereof.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Senior Accelerated Distribution Percentage: With respect to each Loan
Group and any Distribution Date occurring during the first five years after the
Closing Date, 100%. With respect to any Distribution Date thereafter and each
Loan Group, as follows:
(i) for any Distribution Date during the sixth year after the Closing
Date, the related Senior Percentage for such Distribution Date
plus 70% of the related Subordinate Percentage for such
Distribution Date;
(ii) for any Distribution Date during the seventh year after the
Closing Date, the related Senior Percentage for such Distribution
Date plus 60% of the related Subordinate Percentage for such
Distribution Date;
(iii) for any Distribution Date during the eighth year after the
Closing Date, the related Senior Percentage for such Distribution
Date plus 40% of the related Subordinate Percentage for such
Distribution Date;
(iv) for any Distribution Date during the ninth year after the Closing
Date, the related Senior Percentage for such Distribution Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date;
provided, however,
-------- -------
(i) that any scheduled reduction to the related Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50% or (Y) the outstanding
principal balance of the Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate
37
outstanding principal balance of all Mortgage Loans averaged over the
last six months, does not exceed 2% and (2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring during
the sixth, seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances
of the Subordinate Certificates or
(b)(1) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the weighted average of
the Senior Percentages for each Loan Group, weighted on the basis
of the Stated Principal Balances of the Mortgage Loans in the
related Loan Group, exceeds the weighted average of the initial
Senior Percentages (calculated on such basis) for each Loan
Group, each of the Senior Accelerated Distribution Percentages
for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Principal Only
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificates: Any of the Class A-PO, Class A-IO, Group I Senior
Certificates, the Group II Senior Certificates, Group III Senior Certificates,
Group IV Senior Certificates or the Group V Senior Certificates as the context
requires.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of (a) the Class A-I Certificates, (b) the Class
A-II Certificates, (c) the Class A-III Certificates, (d) the Class A-IV
Certificates or (e) the Class A-V Certificates, in each case immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of the Stated Principal Balance of
each related Discount Mortgage Loan) in the related Loan Group immediately prior
to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the related Available Distribution Amount remaining
after the distribution of all amounts required to be distributed pursuant to
Section 4.02(a)(i) and Section 4.02(a)(ii)(X) of this Agreement, and (b) the sum
of the amounts required to be distributed to the related Senior
Certificateholders on such Distribution Date pursuant to Section 4.02(a)(ii)(Y)
of this Agreement.
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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 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 System, (iii) the management and
liquidation of any REO Property, (iv) any mitigation procedures implemented in
accordance with Section 3.07 and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The sum of the per annum rates designated on the
Mortgage Loan Schedule as the "MSTR SERV FEE" as may be adjusted with respect to
successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan, any extension of the final
maturity date of a Mortgage Loan, and any increase to the Stated Principal
Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid
principal and interest and other amounts owing under the Mortgage Loan, in each
case pursuant to a modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable in accordance
with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,254,823 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated to the Mortgage Loans through Subordination in accordance with Section
4.05 and (ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the "Adjustment Amount"
shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan
that has the largest outstanding principal balance on the Distribution Date
39
immediately preceding such anniversary, (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding Distribution Date) of the
Mortgage Loans in any single five-digit California zip code area with the
largest amount of Mortgage Loans by aggregate principal balance as of such
anniversary and (B) the greater of (i) the product of 0.50% multiplied by the
outstanding principal balance of all Mortgage Loans on the Distribution Date
immediately preceding such anniversary multiplied by a fraction, the numerator
of which is equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans secured by
Mortgaged Properties located in the State of California divided by the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans, expressed as a percentage, and the
denominator of which is equal to 29.68% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California. The Special
Hazard Amount may be further reduced by the Master Servicer (including
accelerating the manner in which coverage is reduced) provided that prior to any
such reduction, the Master Servicer shall obtain the written confirmation from
each Rating Agency that such reduction shall not reduce the rating assigned to
the Class A, Class M and Class B Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency.
Special Hazard Loss: Any Realized Loss not in excess of the lesser of
the cost of repair or the cost of replacement of a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) suffered by
such Mortgaged Property (or Cooperative Apartment) on account of direct physical
loss, exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the sum of (a) Cut-off Date Principal
Balance of the Mortgage Loan, plus (b) any amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) the sum of (x) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
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Period commencing on the first Due Period after the Cut-Off Date and ending with
the Due Period related to the most recent Distribution Date which were received
or with respect to which an Advance was made, (y) all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 or 4.03 on any previous Distribution Date, and (z) any
Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subclass: With respect to the Class A-IO Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-IO REMIC II Regular Interest or Interests specified by
the initial Holder of the Class A-IO Certificates pursuant to Section 5.01(c).
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such Distribution Date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of the Stated Principal Balance of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
related Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Subordinate Certificates then outstanding and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Agreement (without
giving effect to the related Senior Percentage), to the extent not payable to
the related Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Agreement (without giving effect to the related
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the related Senior Certificates; (iii) the product
of (x) the related Prepayment Distribution Percentage and (y) the aggregate of
all Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the related
Senior Certificates; (iv) if such Class is the Class of Subordinate Certificates
41
with the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a Class of Subordinate Certificates minus (b) the sum of (i)
with respect to the Class of Subordinate Certificates with the Lowest Priority,
any Excess Subordinate Principal Amount for such Distribution Date; provided,
however, that the Subordinate Principal Distribution Amount for any Class of
Subordinate Certificates on any Distribution Date shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date; and (ii) the Capitalization Reimbursement Amount
for such Distribution Date, other than the related Discount Fraction of any
portion of that amount related to each Discount Mortgage Loan, multiplied by a
fraction, the numerator of which is the Subordinate Principal Distribution
Amount for such Class of Subordinate Certificates, without giving effect to this
clause (b)(ii), and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates other than the Class A-PO
Certificates, without giving effect to any reductions for the Capitalization
Reimbursement Amount.
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.
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. With respect to any
Pledged Asset Loan subserviced by GMAC Mortgage Corporation, the Addendum and
Assignment Agreement, dated as of November 24, 1998, between the Master Servicer
and GMAC Mortgage Corporation, as such agreement may be amended from time to
time.
42
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate equal to the
Subservicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate: The per annum rate designated on the Mortgage
Loan Schedule as the "SUBSERV FEE".
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I and REMIC II.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to each Distribution Date,
as to each Uncertificated Class A-IO REMIC II Regular Interest, an amount equal
to the aggregate amount of Accrued Certificate Interest that would result under
the terms of the definition thereof with respect to the Class A-IO Certificates
or the related Subclass, if the Pass-Through Rate on such Certificate or
Subclass were equal to the related Uncertificated Pass-Through Rate and the
notional amount of such Certificate or Subclass were equal to the Uncertificated
Notional Amount, and any reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest Shortfalls, Realized Losses
43
or other amounts to the Class A-IO Certificates, as the case may be, pursuant to
Section 4.05 hereof shall be allocated to the Uncertificated Class A-IO REMIC II
Regular Interests, pro rata in accordance with the amount of interest accrued
with respect to each Uncertificated Class A-IO REMIC II Regular Interest and
such Distribution Date.
Uncertificated Class A-IO REMIC II Regular Interests: The 1,097
uncertificated partial undivided beneficial ownership interests in the Trust
Fund, relating to each Non-Discount Mortgage Loan in Loan Group II, Loan Group
III, Loan Group IV and Loan Group V having a Net Mortgage Rate greater than
6.00%, 6.50%, 7.00 and 7.50%, respectively, identified on the related Mortgage
Loan Schedule, each having no principal balance, and each bearing interest at a
per annum rate equal to the related Pool Strip Rate on a notional balance equal
to the Stated Principal Balance of the related Non-Discount Mortgage Loan.
Uncertificated Notional Amount: With respect to each REMIC I IO Regular
Interest, an amount equal to the aggregate Stated Principal Balance of the
related Non-Discount Mortgage Loan in Loan Group II, Loan Group III, Loan Group
IV and Loan Group V. With respect to each Uncertificated Class A-IO REMIC II
Regular Interest, the Uncertificated Notional Amount of the related REMIC I IO
Regular Interest.
Uncertificated Pass-Through Rate: With respect to each Uncertificated
Class A-IO REMIC II Regular Interest, a per annum rate equal to the Pool Strip
Rate with respect to the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each REMIC I Regular
Interest on any date of determination, the amount set forth in the Preliminary
Statement hereto minus the sum of (x) the aggregate of all amounts previously
deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 10.03 and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses that were previously deemed
allocated to the Uncertificated Principal Balance of such REMIC I Regular
Interest pursuant to Section 10.03.
Uncertificated REMIC Regular Interest Distribution Amount: With respect
to any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interests for such Distribution Date pursuant to
Section 10.04(a).
Uncertificated REMIC Regular Interests: The Uncertificated Class A-IO REMIC
II Regular Interests.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
44
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates (other than
the Interest Only Certificates), the Class M Certificates and the Class B
Certificates, in proportion to the outstanding Certificate Principal Balances of
their respective Certificates; 1% of all of the Voting Rights shall be allocated
among Holders of the Class A-IO Certificates; and 0.5% and 0.5% of all of the
Voting Rights shall be allocated among the Holders of the Class R-I Certificates
and Class R-II Certificates, respectively, in each case to be allocated among
the Certificates of such Class in accordance with their respective Percentage
Interest.
45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Depositor in and to (i) the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date; and (ii) all proceeds of the foregoing.
The Depositor, the Master Servicer and the Trustee agree that it is not
intended that any mortgage loan be included in the Trust that is either (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004 or (iii) a "High Cost Home
Mortgage Loan" as defined in the Massachusetts Predatory Home Practices Act
effective November 7, 2004.
(b) In connection with such assignment, and contemporaneously with the delivery
of this Agreement, and except as set forth in Section 2.01(c) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or to and with
one or more Custodians, as the duly appointed agent or agents of the Trustee for
such purpose, the following documents or instruments (or copies thereof as
permitted by this Section)
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage
Loan and language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording thereon or, if
the original Mortgage has not yet been returned from the public
recording office, a copy of the original Mortgage with evidence of
recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R) System, the
Assignment (which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
with evidence of recording indicated thereon;
46
(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;
(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; and
and (II) with respect to each Cooperative 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) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to
the Trustee;
(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests
of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken chain of title from
the originator to the Trustee;
47
(ix) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing Residential Funding
as debtor, the Depositor as secured party and the Trustee as assignee
and a duly completed UCC-1 financing statement showing the Depositor as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative
Loans.
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth 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)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(c) 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
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS
is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for Residential Funding
and its successors and assigns, and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Depositor because of
any defect therein, the Depositor shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment, Form UCC-3 or Form UCC-1, as applicable, to be recorded
48
in accordance with this paragraph. The Depositor shall promptly deliver or cause
to be delivered to the Trustee or the respective Custodian such Mortgage or
Assignment, Form UCC-3 or Form UCC-1, as applicable (or copy thereof as
permitted by Section 2.01(b)), with evidence of recording indicated thereon upon
receipt thereof from the public recording office or from the related
Subservicer. In connection with its servicing of Cooperative Loans, the Master
Servicer will use its best efforts to file timely continuation statements with
regard to each financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside of the State of
New York.
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)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) 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 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(d) Residential Funding hereby assigns to the Trustee its security interest in
and to any Pledged Assets, its right to receive amounts due or to become due in
respect of any Pledged Assets pursuant to the related Subservicing Agreement.
With respect to any Pledged Asset Loan, Residential Funding shall cause to be
filed in the appropriate recording office a UCC-3 statement giving notice of the
assignment of the related security interest to the Trust Fund and shall
thereafter cause the timely filing of all necessary continuation statements with
regard to such financing statements.
(e) It is intended that the conveyances by the Depositor to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 be construed as a sale by
the Depositor to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to
secure a debt or other obligation of the Depositor. However, in the event that
the Mortgage Loans are held to be property of the Depositor or of Residential
Funding, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this
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Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and
Cooperative Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof and (C) any and all general intangibles consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Depositor to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B) and (C) granted by Residential
Funding to the Depositor pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code as in effect in the States of New York and Minnesota and
any other applicable jurisdiction; and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
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jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Depositor or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change in the Trustee's name),
(2) any change of location of the place of business or the chief executive
office of Residential Funding or the Depositor or (3) any transfer of any
interest of Residential Funding or the Depositor in any Mortgage Loan.
(f) The Depositor agrees that the sale of each Pledged Asset Loan pursuant to
this Agreement will also constitute the assignment, sale, setting-over, transfer
and conveyance to the Trustee, without recourse (but subject to the Depositor's
covenants, representations and warranties specifically provided herein), of all
of the Depositor's obligations and all of the Depositor's right, title and
interest in, to and under, whether now existing or hereafter acquired as owner
of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Depositor as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Depositor as owner
of such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Depositor, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank and an Assignment of Mortgage may be in blank) and declares
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that it, or a Custodian as its agent, and the rights of Residential Funding with
respect to any Pledged Assets assigned to the Trustee pursuant to Section 2.01,
holds and will hold such documents and the other documents constituting a part
of the Mortgage Files delivered to it, or a Custodian as its agent, in trust for
the use and benefit of all present and future Certificateholders. The Trustee or
Custodian (such Custodian being so obligated under a Custodial Agreement)
agrees, for the benefit of Certificateholders, to review each Mortgage File
delivered to it pursuant to Section 2.01(b) within 45 days after the Closing
Date to ascertain that all required documents (specifically as set forth in
Section 2.01(b)), have been executed and received, and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it, and to deliver to the Trustee a
certificate (the "Interim Certification") to the effect that all documents
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Depositor or the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification (the "Final Certification") executed by
the Custodian, receipt by the respective Custodian as the duly appointed agent
of the Trustee) of the documents referred to in Section 2.01(c) above. If the
Custodian, as the Trustee's agent, finds any document or documents constituting
a part of a Mortgage File to be missing or defective, the Trustee, after
receiving notice from the Custodian shall promptly so notify the Master Servicer
and the Depositor; provided, that if the Mortgage Loan related to such Mortgage
File is listed on Schedule A of the Assignment Agreement, no notification shall
be necessary. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Depositor and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. If
such omission or defect materially and adversely affects the interests in the
related Mortgage Loan of the Certificateholders, the Master Servicer shall
promptly notify the related Subservicer of such omission or defect and request
that such Subservicer correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master
Servicer was notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered; and provided
further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Subservicer or
52
its designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Residential Funding that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Residential Funding and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations. It is understood and agreed that the obligation of the
Subservicer, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent document exists shall constitute
the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws governing its creation and existence
and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and
its performance and compliance with the terms of this Agreement will not
violate the Master Servicer's Certificate of Incorporation or Bylaws or
constitute a material default (or an event which, with notice or lapse
of time, or both, would constitute a material default) under, or result
in the material breach of, any material contract, agreement or other
instrument to which 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;
53
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit
its entering into this Agreement or performing its obligations under
this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in
writing or report delivered to the Depositor, any Affiliate of the
Depositor or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact
or omit a material fact necessary to make the information, certificate,
statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will examine each
new, Subservicing Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer and any new
Subservicing Agreements will comply with the provisions of Section 3.02;
and
(ix) The Master Servicer is a member of MERS in good standing, and will
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered
with MERS.
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(a) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian. Upon discovery by either the Depositor,
the Master Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a) which materially
and adversely affects the interests of the Certificateholders in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
Within 90 days of its discovery or its receipt of notice of such breach, the
Master Servicer shall either (i) cure such breach in all material respects or
(ii) to the extent that such breach is with respect to a Mortgage Loan or a
related document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
The obligation of the Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a) available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
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(b) The Depositor hereby represents and warrants to the Trustee for the benefit
of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified): (i) The information set forth in
Exhibits F-1, F-2, F-3 and F-4 hereto with respect to each Mortgage Loan or the
Mortgage Loans, as the case may be, is true and correct in all material respects
at the respective date or dates which such information is furnished; (ii)
Immediately prior to the conveyance of the Mortgage Loans to the Trustee, the
Depositor had good title to, and was the sole owner of, each Mortgage Loan free
and clear of any pledge, lien, encumbrance or security interest (other than
rights to servicing and related compensation) and such conveyance validly
transfers ownership of the Mortgage Loans to the Trustee free and clear of any
pledge, lien, encumbrance or security interest; and (iii) Each Mortgage Loan
constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1). It is understood and agreed that
the representations and warranties set forth in this Section 2.03(b) shall
survive delivery of the respective Mortgage Files to the Trustee or any
Custodian. Upon discovery by any of the Depositor, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
(any Custodian being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set
forth in Section 2.03(b)(iii), the party discovering such breach shall give such
notice within five days of discovery. Within 90 days of its discovery or its
receipt of notice of breach, the Depositor shall either (i) cure such breach in
all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the manner set forth in Section 2.02; provided that
the Depositor shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure, substitution or repurchase
must occur within 90 days from the date such breach was discovered. Any such
substitution shall be effected by the Depositor under the same terms and
conditions as provided in Section 2.04 for substitutions by Residential Funding.
It is understood and agreed that the obligation of the Depositor to cure such
breach or to so purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
behalf of the Certificateholders. Notwithstanding the foregoing, the Depositor
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04 Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders.
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Upon the discovery by the Depositor, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties made in
the Assignment Agreement in respect of any Mortgage Loan or of any Repurchase
Event which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach or Repurchase Event and request that
Residential Funding either (i) cure such breach or Repurchase Event in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the
Trust Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that, in the case of a breach or Repurchase Event under the Assignment
Agreement, Residential Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution
occurs within two years following the Closing Date; provided that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or substitution must occur
within 90 days from the date the breach was discovered. If the breach of
representation and warranty that gave rise to the obligation to repurchase or
substitute a Mortgage Loan pursuant to Section 4 of the Assignment Agreement was
the representation and warranty set forth in Section 4(bb) 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 and the Custodian. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, and
56
Residential Funding shall be deemed to have made the representations and
warranties with respect to the Qualified Substitute Mortgage Loan contained in
Section 4 of the Assignment Agreement, as of the date of substitution, and the
covenants, representations and warranties set forth in this Section 2.04, and in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Residential
Funding to cure such breach or purchase (or in the case of Residential Funding
to substitute for) such Mortgage Loan as to which such a breach has occurred and
is continuing and to make any additional payments required under the Assignment
Agreement in connection with a breach of the representation and warranty in
clause (y) of Section 4 thereof shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. If the Master Servicer is Residential Funding, then the
Trustee shall also have the right to give the notification and require the
purchase or substitution provided for in the second preceding paragraph in the
event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.
(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.
57
(b) In exchange for the REMIC I Regular Interests and, concurrently with the
assignment to the Trustee thereof, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-II Certificates) the entire beneficial ownership interest in REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans,
following such procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing activities, and
shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties.
The Master Servicer further is authorized and empowered by the Trustee,
on behalf of the Certificateholders and the Trustee, in its own name or in the
name of the Subservicer, when the Master Servicer or the Subservicer, as the
case may be, believes it is appropriate in its best judgment to register any
Mortgage Loan on the MERS(R) System, or cause the removal from the registration
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments
of assignment and other comparable instruments with respect to such assignment
or re-recording of a Mortgage in the name of MERS, solely as nominee for the
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Master
Servicer in accordance with Section 3.16(c), with no right of reimbursement;
provided, that if, as a result of MERS discontinuing or becoming unable to
continue operations in connection with the MERS(R) System, it becomes necessary
to remove any Mortgage Loan from registration on the MERS(R) System and to
arrange for the assignment of the related Mortgages to the Trustee, then any
related expenses shall be reimbursable to the Master Servicer. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
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any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause any of REMIC I or REMIC II to fail to qualify
as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with Section 3.10 and
(ii) may, at its own discretion and on behalf of the Trustee, obtain credit
information in the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of calculating monthly distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit,
and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in connection with
the offering of pass-through certificates evidencing interests in one or more of
the Certificates providing for the payment by the Master Servicer of amounts
received by the Master Servicer as servicing compensation hereunder and required
to cover certain Prepayment Interest Shortfalls on the Mortgage Loans, which
payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.
(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
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hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. In addition, any
Subservicer of a Mortgage Loan insured by the FHA must be an FHA-approved
servicer, and any Subservicer of a Mortgage Loan guaranteed by the VA must be a
VA-approved servicer. Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the
Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is
a Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required by, permitted by or consistent with the Program Guide and
are not inconsistent with this Agreement and as the Master Servicer and the
Subservicer have agreed. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders. The
Program Guide and any other Subservicing Agreement entered into between the
Master Servicer and any Subservicer shall require the Subservicer to accurately
and fully report its borrower credit files to each of the Credit Repositories in
a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its best reasonable
efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement, to the extent that the non-performance of any such
obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed.
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Section 3.03 Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the Mortgage Loans
in accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
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Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of
the Master Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage
Loans, and shall, to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of any related Primary
Insurance Policy, follow such collection procedures as it would employ
in its good faith business judgment and which are normal and usual in
its general mortgage servicing activities. Consistent with the
foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the
Due Date for payments due on a Mortgage Loan in accordance with the
Program Guide, provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the coverage
of any related Primary Insurance Policy or materially adversely affect
the lien of the related Mortgage. Notwithstanding anything in this
Section to the contrary, the Master Servicer or any Subservicer shall
not enforce any prepayment charge to the extent that such enforcement
would violate any applicable law. In the event of any such arrangement,
the Master Servicer shall make timely advances on the related Mortgage
Loan during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of
such arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected thereby; provided, however, that no
such extension shall be made if any advance would be a Nonrecoverable
Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or
in any manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that
might result absent such action), provided, however, that the Master
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Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal or
interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent
that such reamortization is not inconsistent with the terms of the
Mortgage Loan), capitalize any amounts owing on the Mortgage Loan by
adding such amount to the outstanding principal balance of the Mortgage
Loan, or extend the final maturity date of such Mortgage Loan, unless
such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable. For purposes of
delinquency calculations, any capitalized Mortgage Loan shall be deemed
to be current as of the date of the related Servicing Modification. No
such modification shall reduce the Mortgage Rate (A) below one-half of
the Mortgage Rate as in effect on the Cut-off Date or (B) below the sum
of the rates at which the Servicing Fee, the Subservicing Fee with
respect to such Mortgage Loan accrue. The final maturity date for any
Mortgage Loan shall not be extended beyond the Maturity Date. Also, the
Stated Principal Balance of all Reportable Modified Mortgage Loans
subject to Servicing Modifications (measured at the time of the
Servicing Modification and after giving effect to any Servicing
Modification) can be no more than five percent of the aggregate Cut-off
Date Principal Balance of the Mortgage Loans, unless such limit is
increased from time to time with the consent of the Rating Agencies. In
addition, any amounts owing on a Mortgage Loan added to the outstanding
principal balance of such Mortgage Loan must be fully amortized over the
term of such Mortgage Loan, and such amounts may be added to the
outstanding principal balance of a Mortgage Loan only once during the
life of such Mortgage Loan. Also, the addition of such amounts described
in the preceding sentence shall be implemented in accordance with the
Program Guide and may be implemented only by Subservicers that have been
approved by the Master Servicer for such purpose. In connection with any
Curtailment of a Mortgage Loan, the Master Servicer, to the extent not
inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize
the remaining Stated Principal 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 principal and interest on the Mortgage Loans
due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the
Mortgage Loans, including the interest component of any Subservicer
Advance or of any REO Proceeds received in connection with an REO
Property for which an REO Disposition has occurred;
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(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net
of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02,
2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts received by the Master Servicer in respect of Pledged
Assets; and
(vi) Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections
consisting of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
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 and 4.07 received in any calendar month,
the Master Servicer may elect to treat such amounts as included in the related
Available Distribution Amount for the Distribution Date in the month of receipt,
but is not obligated to do so. If the Master Servicer so elects, such amounts
will be deemed to have been received (and any related Realized Loss shall be
deemed to have occurred) on the last day of the month prior to the receipt
thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Business Day prior to 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
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to their maturities. All income and gain realized from any such investment shall
be for the benefit of the Master Servicer as additional servicing compensation
and shall be subject to its withdrawal or order from time to time. The amount of
any losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give written notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to
a Subservicing Agreement, the Master Servicer shall cause the Subservicer,
pursuant to the Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall be an Eligible Account or, if such account is
not an Eligible Account, shall generally satisfy the requirements of the Program
Guide and be otherwise acceptable to the Master Servicer and each Rating Agency.
The Subservicer will be required thereby to deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received by the
Subservicer, less its Subservicing Fees and unreimbursed advances and expenses,
to the extent permitted by the Subservicing Agreement. If the Subservicing
Account is not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The Subservicer
shall not be required to deposit in the Subservicing Account payments or
collections consisting of prepayment charges or late charges or assumption fees,
or payments or collections received consisting of prepayment charges to the
extent that the Subservicer is entitled to retain such amounts pursuant to the
Subservicing Agreement. On or before the date specified in the Program Guide,
but in no event later than the Determination Date, the Master Servicer shall
cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts equal to any scheduled
monthly installments of principal and interest less its Subservicing Fees on any
Mortgage Loans for which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the Trust
Fund by deed in lieu of foreclosure or otherwise. All such advances received by
the Master Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
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Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding
subsection that are not timely paid by the Mortgagors or advanced by the
Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith 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.
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Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to remit to the Trustee for deposit into the Certificate Account 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 expenses made pursuant to Sections 3.01,
3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the
terms of this Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances pursuant
to Section 4.04 and (B) late recoveries of the payments for which such
advances were made in the case of Servicing Advances;
(iii)to pay to itself or the related Subservicer (if not previously retained by
such Subservicer) out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the Subservicing Fee,
if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at a rate per annum equal
to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the amount specified in the amortization
schedule of the related Mortgage Loan as the principal balance thereof at
the beginning of the period respecting which such interest was paid after
giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or
investment income earned on funds deposited in the Custodial Account
that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure
Profits, and any amounts remitted by Subservicers as interest in respect
of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding, the Depositor or
any other appropriate Person, as the case may be, with respect to each
Mortgage Loan or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02, 2.03, 2.04,
3.23, 4.07 or 9.01, all amounts received thereon and not required to be
distributed to Certificateholders as of the date on which the related
Stated Principal Balance or Purchase Price is determined;
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(vii) to reimburse itself or the related Subservicer for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below, any Advance or Servicing Advance made in
connection with a modification of a Mortgage Loan that is in default or,
in the judgment of the Master Servicer, default is reasonably
foreseeable pursuant to Section 3.07(a), to the extent the amount of the
Advance or Servicing Advance was added to the Stated Principal Balance
of the Mortgage Loan in the preceding calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and
reimbursable to it or the Depositor pursuant to Section 3.14(c), 6.03,
10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section
3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07, including any
payoff fees or penalties or any other additional amounts payable to the
Master Servicer or Subservicer pursuant to the terms of the Mortgage
Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal
from the Custodial Account of amounts on deposit therein attributable to
the Mortgage Loans on any Certificate Account Deposit Date succeeding
the date of such determination. Such right of reimbursement in respect
of a Nonrecoverable Advance relating to an Advance pursuant to Section
4.04 on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master
Servicer or the related Subservicer).
Section 3.11 Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any
action which would result in noncoverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the Master Servicer or
Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value at origination in the case of such a Mortgage Loan having
a Loan-to-Value Ratio at origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off Date and the Master
Servicer had knowledge of such Primary Insurance Policy. The Master Servicer
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shall not cancel or refuse to renew any such Primary Insurance Policy applicable
to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or
refusing to renew any such Primary Insurance Policy applicable to a Mortgage
Loan subserviced by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder unless the
replacement Primary Insurance Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the insurer under any Primary
Insurance Policies, in a timely manner in accordance with such policies, and, in
this regard, to take or cause to be taken such reasonable action as shall be
necessary to permit recovery under any Primary Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under any Primary Insurance
Policies shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan (together with the principal balance of any mortgage loan secured
by a lien that is senior to the Mortgage Loan) or 100 percent of the insurable
value of the improvements; provided, however, that such coverage may not be less
than the minimum amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without breaching the related
Subservicing Agreement, the Master Servicer shall replace any Subservicer that
does not cause such insurance, to the extent it is available, to be maintained.
The Master Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative 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
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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 (other than a Cooperative 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 of REMIC I or REMIC II to fail to qualify as REMICs under the Code or
the imposition of any tax on "prohibited transactions" or "contributions" after
the startup date under the REMIC Provisions. The Master Servicer shall execute
and deliver such documents only if it reasonably determines that (i) its
execution and delivery thereof will not conflict with or violate any terms of
this Agreement or cause the unpaid balance and interest on the Mortgage Loan to
be uncollectible in whole or in part, (ii) any required consents of insurers
under any Required Insurance Policies have been obtained and (iii) subsequent to
the closing of the transaction involving the assumption or transfer (A) the
Mortgage Loan will continue to be secured by a first mortgage lien (or junior
lien of the same priority in relation to any senior mortgage loan, with respect
to any Mortgage Loan secured by a junior Mortgage) pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be qualified to assume the
Mortgage Loan based on generally comparable credit quality and such release will
not (based on the Master Servicer's or Subservicer's good faith determination)
adversely affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed by the Master Servicer. Upon
the closing of the transactions contemplated by such documents, the Master
Servicer shall cause the originals or true and correct copies of the assumption
agreement, the release (if any), or the modification or supplement to the
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
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or substitution of liability agreement will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I or REMIC II would continue
to qualify as a REMIC under the Code as a result thereof and that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any of REMIC I or REMIC II as a result thereof. Any fee collected by
the Master Servicer or the related Subservicer for processing such a request
will be retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the
Trustee and Master Servicer shall be entitled to approve an assignment in lieu
of satisfaction with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan following such proposed assignment provides the
Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
at least 0.25 percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
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Section 3.14 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. Alternatively, the Master Servicer may take other
actions in respect of a defaulted Mortgage Loan, which may include (i) accepting
a short sale (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permitting a short refinancing (a payoff of the
Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in any
respect hereunder if the Master Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with
the provisions of this Agreement. The Master Servicer, however, shall not be
required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not
completed, or towards the correction of any default on a related senior mortgage
loan, or towards the restoration of any property unless it shall determine (i)
that such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to itself for such expenses or charges and (ii) that
such expenses and charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. In addition, the Master Servicer may pursue
any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
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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.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset 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; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided further that (i) the Master
Servicer shall not proceed with respect to such Pledged Assets in any manner
that would impair the ability to recover against the related Mortgaged Property,
and (ii) the Master Servicer shall proceed with any REO Acquisition in a manner
that preserves the ability to apply the proceeds of such Pledged Assets against
amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such
Pledged Assets (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged Assets)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any other payment received by the Master Servicer in respect of
such Pledged Assets shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10.
(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
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shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its acquisition by
the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter
period as may be necessary under applicable state (including any state in which
such property is located) law to maintain the status of each of REMIC I or REMIC
II as a REMIC under applicable state law and avoid taxes resulting from such
property failing to be foreclosure property under applicable state law) or, at
the expense of the Trust Fund, request, more than 60 days before the day on
which such grace period would otherwise expire, an extension of such grace
period unless the Master Servicer obtains for the Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO Property subsequent to such period will not result
in the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code or cause any of REMIC I or REMIC II to fail to qualify as a
REMIC (for federal (or any applicable State or local) income tax purposes) at
any time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed from
the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I or REMIC II to the
imposition of any 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) (provided that if any such
Class of Certificates to which such Realized Loss was allocated is no longer
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outstanding, such subsequent recovery shall be distributed to the persons who
were the Holders of such Class of Certificates when it was retired); fourth, to
all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit G requesting
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall promptly release, or cause the Custodian to release,
the related Mortgage File to the Master Servicer. The Master Servicer is
authorized to execute and deliver to the Mortgagor the request for reconveyance,
deed of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage, together with the Mortgage Note with, as
appropriate, written evidence of cancellation thereon and to cause the removal
from the registration on the MERS(R) System of such Mortgage and to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of satisfaction or cancellation or of partial or full
release, including any applicable UCC termination statements. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account or the Certificate
Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a copy
to the Trustee, a certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit G hereto, requesting that possession of all, or any
document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or the Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered directly or through a Subservicer to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
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(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and
deliver to the Master Servicer, if necessary, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Eligible Master Servicing
Compensation.
(a) The Master Servicer, as compensation for its activities hereunder, shall be
entitled to receive on each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
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(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Eligible Master Servicing
Compensation (if any) for such Distribution Date, which amount shall be
deposited by the Master Servicer into the Certificate Account to be included in
the Available Distribution Amount for such Distribution Date. Such reduction
shall be applied during such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled pursuant to Section
3.10(a)(iii); second, to any income or gain realized from any investment of
funds held in the Custodial Account or the Certificate Account to which the
Master Servicer is entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing compensation to which the
Master Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In making
such reduction, the Master Servicer shall not withdraw from the Custodial
Account any such amount representing all or a portion of the Servicing Fee to
which it is entitled pursuant to Section 3.10(a)(iii); (ii) shall not withdraw
from the Custodial Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) shall not withdraw
from the Custodial Account any such amount of servicing compensation to which it
is entitled pursuant to Section 3.10(a)(v) or (vi). With respect to any
Distribution Date, Eligible Master Servicing Compensation derived from a Loan
Group shall be used on such Distribution Date (i) to cover any Prepayment
Interest Shortfalls on the Mortgage Loans in such Loan Group and (ii) to cover
any Prepayment Interest Shortfalls on the Mortgage Loans in the other Loan
Groups, but only to the extent not covered by Eligible Master Servicing
Compensation derived from the related Loan Group, on a pro rata basis in
accordance with the respective amounts of such Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
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, the date on which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, in each case, if such day is not a
Business Day, the immediately preceding Business Day), an Officers' Certificate
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stating, as to each signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding calendar year related to its servicing of
mortgage loans and of its performance under the pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, specifying such statement shall include
a description of such noncompliance or specify each such default, as the case
may be, known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year, beginning with
the first March 31 that occurs at least six months after the Cut-off Date, or
(b) with respect to any calendar year during which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, the date on which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Commission (or, in each case,
if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer at its expense shall cause a firm of independent public
accountants which shall be members of the American Institute of Certified Public
Accountants to furnish a report to the Depositor and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
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Section 3.20 Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor and the Trustee with its most
recent financial statements and such other information as the Master Servicer
possesses regarding its business, affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate with all reasonable requests
for information including, but not limited to, notices, tapes and copies of
files, regarding itself, the Mortgage Loans or the Certificates from any Person
or Persons identified by the Depositor or Residential Funding. The Depositor
may, but is not obligated to perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. The Depositor shall not have the responsibility
or liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21 Advance Facility.
(a) The Master Servicer is hereby authorized to enter into a financing or
other facility (any such arrangement, an "Advance Facility") under which
(1) the Master Servicer sells, assigns or pledges to another Person (an
"Advancing Person") the Master Servicer's rights under this Agreement to
be reimbursed for any Advances or Servicing Advances and/or (2) an
Advancing Person agrees to fund some or all Advances and/or Servicing
Advances required to be made by the Master Servicer pursuant to this
Agreement. No consent of the Depositor, the Trustee, the
Certificateholders or any other party shall be required before the
Master Servicer may enter into an Advance Facility. Notwithstanding the
existence of any Advance Facility under which an Advancing Person agrees
to fund Advances and/or Servicing Advances on the Master Servicer's
behalf, the Master Servicer shall remain obligated pursuant to this
Agreement to make Advances and Servicing Advances pursuant to and as
required by this Agreement. If the Master Servicer enters into an
Advance Facility, and for so long as an Advancing Person remains
entitled to receive reimbursement for any Advances including
Nonrecoverable Advances ("Advance Reimbursement Amounts") and/or
Servicing Advances including Nonrecoverable Advances ("Servicing Advance
Reimbursement Amounts" and together with Advance Reimbursement Amounts,
"Reimbursement Amounts") (in each case to the extent such type of
Reimbursement Amount is included in the Advance Facility), as
applicable, pursuant to this Agreement, then the Master Servicer shall
identify such Reimbursement Amounts consistent with the reimbursement
rights set forth in Section 3.10(a)(ii) and (vii) and remit such
Reimbursement Amounts in accordance with Section 3.21 or otherwise in
accordance with the documentation establishing the Advance Facility to
such Advancing Person or to a trustee, agent or custodian (an "Advance
Facility Trustee") designated by such Advancing Person in an Advance
Facility Notice described below in Section 3.21(b). Notwithstanding the
foregoing, if so required pursuant to the terms of the Advance Facility,
the Master Servicer may direct, and if so directed the Trustee is hereby
authorized to and shall pay to the Advance Facility Trustee the
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Reimbursement Amounts identified pursuant to the preceding sentence. An
Advancing Person whose obligations hereunder are limited to the funding
of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Subservicer pursuant to Section
3.02(a) or 6.02(c) hereof and shall not be deemed to be a Subservicer
under this Agreement. Notwithstanding anything to the contrary herein,
in no event shall Advance Reimbursement Amounts or Servicing Advance
Reimbursement Amounts be included in the Available Distribution Amount
or distributed to Certificateholders.
(b) If the Master Servicer enters into an Advance Facility and makes the
election set forth in Section 3.21(a), the Master Servicer and the
related Advancing Person shall deliver to the Trustee a written notice
and payment instruction (an "Advance Facility Notice"), providing the
Trustee with written payment instructions as to where to remit Advance
Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts
(each to the extent such type of Reimbursement Amount is included within
the Advance Facility) on subsequent Distribution Dates. The payment
instruction shall require the applicable Reimbursement Amounts to be
distributed to the Advancing Person or to an Advance Facility Trustee
designated in the Advance Facility Notice. An Advance Facility Notice
may only be terminated by the joint written direction of the Master
Servicer and the related Advancing Person (and any related Advance
Facility Trustee).
(c) Reimbursement Amounts shall consist solely of amounts in respect of
Advances and/or Servicing Advances made with respect to the Mortgage
Loans for which the Master Servicer would be permitted to reimburse
itself in accordance with Section 3.10(a)(ii) and (vii) hereof, assuming
the Master Servicer or the Advancing Person had made the related
Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing,
except with respect to reimbursement of Nonrecoverable Advances as set
forth in Section 3.10(c) of this Agreement, no Person shall be entitled
to reimbursement from funds held in the Collection Account for future
distribution to Certificateholders pursuant to this Agreement. Neither
the Depositor nor the Trustee shall have any duty or liability with
respect to the calculation of any Reimbursement Amount, nor shall the
Depositor or the Trustee have any responsibility to track or monitor the
administration of the Advance Facility or have any responsibility to
track, monitor or verify the payment of Reimbursement Amounts to the
related Advancing Person or Advance Facility Trustee; provided, however,
the Trustee shall maintain records with respect to the payment of such
Reimbursement Amounts as it does with respect to other distributions
made pursuant to this Agreement. The Master Servicer shall maintain and
provide to any Successor Master Servicer a detailed accounting on a
loan-by-loan basis as to amounts advanced by, sold, pledged or assigned
to, and reimbursed to any Advancing Person. The Successor Master
Servicer shall be entitled to rely on any such information provided by
the Master Servicer and the Successor Master Servicer shall not be
liable for any errors in such information.
(d) Upon the direction of and at the expense of the Master Servicer, the
Trustee agrees to execute such acknowledgments provided by the Master
Servicer recognizing the interests of any Advancing Person or Advance
Facility Trustee in such Reimbursement Amounts as the Master Servicer
may cause to be made subject to Advance Facilities pursuant to this
Section 3.21.
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(e) Reimbursement Amounts collected with respect to each Mortgage Loan shall
be allocated to outstanding unreimbursed Advances or Servicing Advances
(as the case may be) made with respect to that Mortgage Loan on a
"first-in, first out" ("FIFO") basis, subject to the qualifications set
forth below:
(i) Any successor Master Servicer to Residential Funding (a "Successor Master
Servicer") and the Advancing Person or Advance Facility Trustee shall be
required to apply all amounts available in accordance with this Section
3.21(e) to the reimbursement of Advances and Servicing Advances in the
manner provided for herein; provided, however, that after the succession of
a Successor Master Servicer, (A) to the extent that any Advances or
Servicing Advances with respect to any particular Mortgage Loan are
reimbursed from payments or recoveries, if any, from the related Mortgagor,
and Liquidation Proceeds or Insurance Proceeds, if any, with respect to
that Mortgage Loan, reimbursement shall be made, first, to the Advancing
Person or Advance Facility Trustee in respect of Advances and/or Servicing
Advances related to that Mortgage Loan to the extent of the interest of the
Advancing Person or Advance Facility Trustee in such Advances and/or
Servicing Advances, second to the Master Servicer in respect of Advances
and/or Servicing Advances related to that Mortgage Loan in excess of those
in which the Advancing Person or Advance Facility Trustee Person has an
interest, and third, to the Successor Master Servicer in respect of any
other Advances and/or Servicing Advances related to that Mortgage Loan,
from such sources as and when collected, and (B) reimbursements of Advances
and Servicing Advances that are Nonrecoverable Advances shall be made pro
rata to the Advancing Person or Advance Facility Trustee, on the one hand,
and any such Successor Master Servicer, on the other hand, on the basis of
the respective aggregate outstanding unreimbursed Advances and Servicing
Advances that are Nonrecoverable Advances owed to the Advancing Person,
Advance Facility Trustee or Master Servicer pursuant to this Agreement, on
the one hand, and any such Successor Master Servicer, on the other hand,
and without regard to the date on which any such Advances or Servicing
Advances shall have been made. In the event that, as a result of the FIFO
allocation made pursuant to this Section 3.21(e), some or all of a
Reimbursement Amount paid to the Advancing Person or Advance Facility
Trustee relates to Advances or Servicing Advances that were made by a
Person other than Residential Funding or the Advancing Person or Advance
Facility Trustee, then the Advancing Person or Advance Facility Trustee
shall be required to remit any portion of such Reimbursement Amount to the
Person entitled to such portion of such Reimbursement Amount. Without
limiting the generality of the foregoing, Residential Funding shall remain
entitled to be reimbursed by the Advancing Person or Advance Facility
Trustee for all Advances and Servicing Advances funded by Residential
Funding to the extent the related Reimbursement Amount(s) have not been
assigned or pledged to an Advancing Person or Advance Facility Trustee. The
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documentation establishing any Advance Facility shall require Residential
Funding to provide to the related Advancing Person or Advance Facility
Trustee loan by loan information with respect to each Reimbursement Amount
distributed to such Advancing Person or Advance Facility Trustee on each
date of remittance thereof to such Advancing Person or Advance Facility
Trustee, to enable the Advancing Person or Advance Facility Trustee to make
the FIFO allocation of each Reimbursement Amount with respect to each
Mortgage Loan.
(ii) By way of illustration, and not by way of limiting the generality of the
foregoing, if the Master Servicer resigns or is terminated at a time when
the Master Servicer is a party to an Advance Facility, and is replaced by a
Successor Master Servicer, and the Successor Master Servicer directly funds
Advances or Servicing Advances with respect to a Mortgage Loan and does not
assign or pledge the related Reimbursement Amounts to the related Advancing
Person or Advance Facility Trustee, then all payments and recoveries
received from the related Mortgagor or received in the form of Liquidation
Proceeds with respect to such Mortgage Loan (including Insurance Proceeds
collected in connection with a liquidation of such Mortgage Loan) will be
allocated first to the Advancing Person or Advance Facility Trustee until
the related Reimbursement Amounts attributable to such Mortgage Loan that
are owed to the Master Servicer and the Advancing Person, which were made
prior to any Advances or Servicing Advances made by the Successor Master
Servicer, have been reimbursed in full, at which point the Successor Master
Servicer shall be entitled to retain all related Reimbursement Amounts
subsequently collected with respect to that Mortgage Loan pursuant to
Section 3.10 of this Agreement. To the extent that the Advances or
Servicing Advances are Nonrecoverable Advances to be reimbursed on an
aggregate basis pursuant to Section 3.10 of this Agreement, the
reimbursement paid in this manner will be made pro rata to the Advancing
Person or Advance Facility Trustee, on the one hand, and the Successor
Master Servicer, on the other hand, as described in clause (i)(B) above.
(f) The Master Servicer shall remain entitled to be reimbursed for all
Advances and Servicing Advances funded by the Master Servicer to the
extent the related rights to be reimbursed therefor have not been sold,
assigned or pledged to an Advancing Person.
(g) Any amendment to this Section 3.21 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor master servicer,
may be entered into by the Trustee, the Depositor and the Master
Servicer without the consent of any Certificateholder, with written
confirmation from each Rating Agency that the amendment 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,
notwithstanding anything to the contrary in Section 11.01 of or
elsewhere in this Agreement.
(h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor,
any Successor Master Servicer or any other Person might otherwise have
against the Master Servicer under this Agreement shall not attach to any
rights to be reimbursed for Advances or Servicing Advances that have
been sold, transferred, pledged, conveyed or assigned to any Advancing
Person.
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(i) At any time when an Advancing Person shall have ceased funding Advances
and/or Servicing Advances (as the case may be) and the Advancing Person
or related Advance Facility Trustee shall have received Reimbursement
Amounts sufficient in the aggregate to reimburse all Advances and/or
Servicing Advances (as the case may be) the right to reimbursement for
which were assigned to the Advancing Person, then upon the delivery of a
written notice signed by the Advancing Person and the Master Servicer or
its successor or assign) to the Trustee terminating the Advance Facility
Notice (the "Notice of Facility Termination"), the Master Servicer or
its Successor Master Servicer shall again be entitled to withdraw and
retain the related Reimbursement Amounts from the Custodial Account
pursuant to Section 3.10.
(j) After delivery of any Advance Facility Notice, and until any such
Advance Facility Notice has been terminated by a Notice of Facility
Termination, this Section 3.21 may not be amended or otherwise modified
without the prior written consent of the related Advancing Person.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall deposit or
cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any
amount required to be deposited in the Certificate Account pursuant to Section
3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to Section
9.01, and all other amounts constituting the Available Distribution Amounts for
the immediately succeeding Distribution Date.
(b) [reserved]
(c) The Trustee shall, upon written request from the Master Servicer, invest or
cause the institution maintaining the Certificate Account to invest the funds in
the Certificate Account in Permitted Investments designated in the name of the
Trustee for the benefit of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution Date next following the
date of such investment (except that (i) if such Permitted Investment is an
obligation of the institution that maintains such account or a fund for which
such institution serves as custodian, then such Permitted Investment may mature
on such Distribution Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall advance funds on such Distribution Date
to the Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. All income and gain realized from any such investment shall be for the
benefit of the Master Servicer and shall be subject to its withdrawal or order
from time to time. The amount of any losses incurred in respect of any such
investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized. The Trustee or its Affiliates are
permitted to receive compensation that could be deemed to be in the Trustee's
economic self-interest for (i) serving as investment adviser (with respect to
investments made through its Affiliates), administrator, shareholder servicing
agent, custodian or sub-custodian with respect to certain of the Permitted
Investments, (ii) using Affiliates to effect transactions in certain Permitted
Investments and (iii) effecting transactions in certain Permitted Investments.
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, based solely
on information provided by the Master Servicer, shall distribute the
amount required to be distributed to the Master Servicer or a
Sub-Servicer pursuant to Section 4.02(a)(iii) below, and 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,
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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 (A)
with respect to each Class of Certificates (other than any Subclass of
the Interest Only Certificates), shall be based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Interest
Only Certificates, shall be equal to the amount (if any) distributed
pursuant to Section 4.02(a)(i) below to each Holder of a Subclass
thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b) below), in each case to
the extent of the related Available Distribution Amount:
(i) to the related Senior Certificates (other than the Principal Only
Certificates) on a pro rata basis based on Accrued Certificate Interest
payable on such Certificates with respect to such Distribution Date,
Accrued Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Interest Only Certificates) for
such Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as provided in
the last paragraph of this Section 4.02(a) (the related "Senior Interest
Distribution Amount"); and
(ii) (X) to the Class A-PO Certificates, the Class A-PO Principal
Distribution Amount (as defined in Section 4.02(b)(i) herein); and
(Y) to the related Senior Certificates (other than the
Principal Only Certificates), in the priorities and amounts set forth in
Section 4.02(b)(ii) through (f), the sum of the following (applied to
reduce the Certificate Principal Balances of such Senior Certificates,
as applicable):
(A) the related Senior Percentage for such Distribution Date times the sum
of the following:
(1) the principal portion of each Monthly Payment due during the related Due
Period on each related Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such payment with respect to
a Discount Mortgage Loan in the related Loan Group), whether or not
received on or prior to the related Determination Date, minus the principal
portion of any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service Reductions with
respect to each Discount Mortgage Loan in the related Loan Group) which
together with other Bankruptcy Losses exceeds the Bankruptcy Amount;
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(2) the Stated Principal Balance of any related Mortgage Loan repurchased
during the preceding calendar month (or deemed to have been so repurchased
in accordance with Section 3.07(b) of this Agreement) pursuant to Sections
2.02, 2.04 or 4.07 of this Agreement and Section 2.03 of this Agreement,
and the amount of any shortfall deposited in the Custodial Account in
respect of such Loan Group in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or Section 2.04 of this Agreement,
during the preceding calendar month (other than the related Discount
Fraction of such Stated Principal Balance or shortfall with respect to each
Discount Mortgage Loan in the related Loan Group); and
(3) the principal portion of all other unscheduled collections (other than
Principal Prepayments in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a related Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B) of this Agreement, including
without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) including Subsequent Recoveries, received during the preceding
calendar month (or deemed to have been so received in accordance with
Section 3.07(b) of this Agreement) to the extent applied by the Master
Servicer as recoveries of principal of the related Mortgage Loan pursuant
to Section 3.14 of this Agreement (other than the related Discount Fraction
of the principal portion of such unscheduled collections, with respect to
each Discount Mortgage Loan in the related Loan Group);
(B) with respect to each related Mortgage Loan for which a Cash Liquidation
or a REO Disposition occurred during the preceding calendar month (or was deemed
to have occurred during such period in accordance with Section 3.07(b)) and did
not result in any Excess Losses, an amount equal to the lesser of (a) the
related Senior Percentage for such Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the related Discount Fraction of such
Stated Principal Balance, with respect to each Discount Mortgage Loan in the
related Loan Group) and (b) the related Senior Accelerated Distribution
Percentage for such Distribution Date times the related unscheduled collections
(including without limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section 3.14 (in each case
other than the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan in the related Loan Group, included in Section
4.02(b)(i)(C));
(C) the related Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all related Principal Prepayments in
Full received in the related Prepayment Period and Curtailments received in the
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preceding calendar month (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments, with respect to each Discount
Mortgage Loan in the related Loan Group);
(D) any Excess Subordinate Principal Amount for such Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A), (B) and (C)
of this Section 4.02(a), as determined for any previous Distribution Date, which
remain unpaid after application of amounts previously distributed pursuant to
this clause (E) to the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Subordinate Certificates; minus
(F) the Capitalization Reimbursement Amount for such Distribution Date,
other than the related Discount Fraction of any portion of that amount related
to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which
is the Senior Principal Distribution Amount, without giving effect to this
clause (F), and the denominator of which is the sum of the principal
distribution amounts for all Classes of Certificates (other than the Class A-PO
Certificates), without giving effect to any reductions for the Capitalization
Reimbursement Amount;
(iii)if the Certificate Principal Balances of the Subordinate Certificates have
not been reduced to zero, to the Master Servicer or a Sub-Servicer, by
remitting for deposit to the Custodial Account, to the extent of and in
reimbursement for any Advances or Sub-Servicer Advances previously made
with respect to any Mortgage Loan or REO Property which remain unreimbursed
in whole or in part following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property, minus any such Advances that were made
with respect to delinquencies that ultimately constituted Excess Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-PO Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) of this Agreement are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
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(vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any
Class A-PO Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii),
(xiv) and (xv) of this Agreement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any
Class A-PO Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv)
and (xv) of this Agreement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any
Class A-PO Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and
(xv) of this Agreement are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any
Class A-PO Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) of
this Agreement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the
Accrued Certificate Interest thereon for such Distribution Date, plus
any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below, minus (y) the
amount of any Class A-PO Collection Shortfalls for such Distribution
Date or remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of Section
4.02(a)(xv) of this Agreement are insufficient therefor;
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(xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the
related Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any
Class A-PO Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi)to the related Senior Certificates, in the priority set forth in Section
4.02(b) of this Agreement, the portion, if any, of the related Available
Distribution Amount remaining after the foregoing distributions, applied to
reduce the Certificate Principal Balances of such Senior Certificates, but
in no event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then outstanding
beginning with such Class with the Highest Priority, any portion of the
related Available Distribution Amount remaining after the related Senior
Certificates have been retired, applied to reduce the Certificate Principal
Balance of each such Class of Subordinate Certificates, but in no event
more than the outstanding Certificate Principal Balance of each such Class
of Subordinate Certificates; and
(xvii) to the Class R-II Certificates, the balance, if any, of the related
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the related Senior Certificates, Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date will be
distributable only to the extent that such unpaid Accrued Certificate Interest
was attributable to interest shortfalls relating to the failure of the Master
Servicer to make any required Advance, or the determination by the Master
Servicer that any proposed Advance would be a Nonrecoverable Advance with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition or the related Liquidation
Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to
the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion
Date will be made as follows:
(i) to the Class A-PO Certificates from the related Available
Distribution Amounts, until the Certificate Principal Balance
thereof is reduced to zero, an amount (the "Class A-PO Principal
Distribution Amount", as applicable) equal to the aggregate of:
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(A) the related Discount Fraction of the principal portion of each Monthly
Payment on each Discount Mortgage Loan due during the related Due Period,
whether or not received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any related Debt
Service Reduction which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of all unscheduled
collections on each Discount Mortgage Loan received during the preceding
calendar month or, in the case of Principal Prepayments in Full, during the
related Prepayment Period (other than amounts received in connection with a
Cash Liquidation or REO Disposition of a Discount Mortgage Loan described
in clause (C) below), including Principal Prepayments in Full, Curtailments
and repurchases (including deemed repurchases under Section 3.07(b)) of
such Discount Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the related Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection with such
substitution);
(C) in connection with the Cash Liquidation or REO Disposition of a
Discount Mortgage Loan that did not result in any Excess Losses,
an amount equal to the lesser of (1) the applicable Discount
Fraction of the Stated Principal Balance of such Discount
Mortgage Loan immediately prior to such Distribution Date and (2)
the aggregate amount of the collections on such Discount Mortgage
Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous Distribution
Date (calculated pursuant to clauses (A) through (C) above) that
remain undistributed; and
(E) the amount of any Class A-PO Collection Shortfalls for such
Distribution Date and the amount of any Class A-PO Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date; minus
(F) the related Discount Fraction of the portion of the
Capitalization Reimbursement Amount for such Distribution Date,
if any, related to each Discount Mortgage Loan; and
(ii) (A) the Senior Principal Distribution Amount related to Loan
Group I will be distributed to the Class A-I Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(B) the Senior Principal Distribution Amount related to Loan Group II
will be distributed in the following order of priority:
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(1) first, to the Class R-I Certificates and Class R-II Certificates,
concurrently on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to zero;
(2) second, to the Class A-II Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(C) the Senior Principal Distribution Amount related to Loan Group
III will be distributed to the Class A-III Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(D) the Senior Principal Distribution Amount related to Loan Group IV
will be distributed to the Class A-IV Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
and
(E) the Senior Principal Distribution Amount related to Loan Group V
will be distributed to the Class A-V Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(c) On any Distribution Date prior to the Credit Support Depletion
Date on which the aggregate Certificate Principal Balance of the
Group I, Group II, Group III, Group IV or Group V Certificates,
as applicable, is greater than the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group in each
case after giving effect to distributions to be made on such
Distribution Date, (1) 100% of the Principal Prepayments in Full
and Curtailments allocable to the Class M Certificates and Class
B Certificates on the Mortgage Loans in the other Loan Groups
will be distributed to such Class or Classes of Group I, Group
II, Group III, Group IV or Group V Certificates, as applicable,
and in accordance with the priorities set forth in clause 4.02(b)
above, and in reduction of the Certificate Principal Balances
thereof, until the aggregate Certificate Principal Balance of
such Class or Classes of Certificates equals the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan
Group, and (2) an amount equal to one month's interest at the
applicable Pass-Through Rate for such Class or Classes of
Certificates on the amount of such difference will be distributed
from the Available Distribution Amount for the other Loan Groups
otherwise allocable to the Class M Certificates and Class B
Certificates first to pay any unpaid interest on such Class or
Classes of Certificates and then to pay principal on such Classes
in the manner described in (1) above. In addition, prior to the
occurrence of the Credit Support Depletion Date but after the
reduction of the Certificate Principal Balances of any of the
Group I, Group II, Group III, Group IV or Group V Senior
Certificates to zero, the remaining Group I, Group II, Group III,
Group IV or Group V Senior Certificates, as applicable, will be
entitled to receive, in addition to any Principal Prepayments in
Full and Curtailments related to such Certificates' respective
Loan Group, 100% of the Principal Prepayments in Full and
Curtailments on the Mortgage Loans in the other Loan Groups
exclusive of the related Discount Fraction, on a pro rata basis,
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and in accordance with the priorities set forth in clause 4.02(b)
above, in reduction of the Certificate Principal Balances
thereof, on any Distribution Date unless (i) the weighted average
of the Subordinate Percentages, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related
Loan Group, is at least two times the weighted average of the
initial Subordinate Percentages for each Loan Group (calculated
on such basis) and (ii) the outstanding principal balance of the
Mortgage Loans in each Loan Group delinquent 60 days or more
averaged over the last six months, as a percentage of the
aggregate outstanding Certificate Principal Balance of the Class
M Certificates and Class B Certificates, is less than 50%.
(d) On or after the related Credit Support Depletion Date, all
priorities relating to distributions as described in Section
4.02(b) above in respect of principal among the various classes
of Senior Certificates (other than the Principal Only
Certificates) will be disregarded, and (i) an amount equal to the
Discount Fraction of the principal portion of scheduled payments
and unscheduled collections received or advanced in respect of
the Discount Mortgage Loans will be distributed to the Principal
Only Certificates, (ii) the related Senior Principal Distribution
Amount will be distributed to the related Classes of remaining
Senior Certificates (other than the Principal Only Certificates)
pro rata in accordance with their respective outstanding
Certificate Principal Balances, and (iii) the amount set forth in
Section 4.02(a)(i) will be distributed as set forth therein.
Notwithstanding the foregoing, on or after the Credit Support
Depletion Date and after the reduction of the Certificate
Principal Balances of any of the Group I, Group II, Group III,
Group IV or Group V Senior Certificates to zero, (i) the
remaining Senior Principal Distribution Amount for such group of
Senior Certificates will be distributed to the remaining Senior
Certificates (other than the Principal Only Certificates) pro
rata in accordance with their respective outstanding Certificate
Principal Balances, and (ii) the amount of Accrued Certificate
Interest on such group of Senior Certificates shall be
distributed to the remaining Senior Certificates (other than the
Principal Only Certificates) on a pro rata basis based on Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date.
(e) After the reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Principal Only Certificates)
to zero but prior to the related Credit Support Depletion Date,
the Senior Certificates (other than the Principal Only
Certificates) will be entitled to no further distributions of
principal thereon and the related Available Distribution Amount
will be paid solely to the holders of the Principal Only
Certificates, Interest Only Certificates, Class M Certificates
and Class B Certificates, in each case as described herein.
(f) In addition to the foregoing distributions, with respect to any
Subsequent Recoveries, the Master Servicer shall deposit such
funds into the Custodial Account pursuant to Section
3.07(b)(iii). If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount
of such Subsequent Recoveries will be applied to increase the
Certificate Principal Balance of the Class of Subordinate
Certificates with the Highest Priority to which Realized Losses,
other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess
Special Hazard Losses and Extraordinary Losses, have been
allocated, but not by more than the amount of Realized Losses
previously allocated to that Class of Certificates pursuant to
Section 4.05. The amount of any remaining Subsequent Recoveries
will be applied to increase the Certificate Principal Balance of
the Class of Certificates with the next Lower Priority, up to the
amount of such Realized Losses previously allocated to that Class
of Certificates pursuant to Section 4.05. Any remaining
Subsequent Recoveries will in turn be applied to increase the
Certificate Principal Balance of the Class of Certificates with
the next Lower Priority up to the amount of such Realized Losses
previously allocated to that Class of Certificates pursuant to
Section 4.05, and so on. Holders of such Certificates will not be
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entitled to any payment in respect of Accrued Certificate
Interest on the amount of such increases for any Interest Accrual
Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate
Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.
(g) 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.
(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to
any Class of Certificates will be made on the next Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date
but only upon presentation and surrender of such Certificates at
the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after
the end of the related Interest Accrual Period. 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) The Master Servicer shall forward to the Trustee no later than 5:00 P.M.
New York time on the second Business Day prior to each Distribution
Date, and the Trustee shall on such Distribution Date make available
electronically via the Trustee's internet website which is presently
located at xxxxx://xxx.xxx.xx.xxx/xxxx, or for persons unable to use
this website by mail by contacting the investor relations desk at (800)
735-7777, 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:
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(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, Group II Loans, Group III Loans, Group IV and Group V
Loans pursuant to Section 4.04;
(v) the number of Group I Loans, Group II Loans, Group III Loans, Group IV
Loans and Group V Loans and the Stated Principal Balance after giving
effect to the distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance or Notional Amount, as
applicable, of each Class of the Certificates, after giving effect to
the amounts distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses other than
pursuant to an actual distribution of principal;
(vii) on the basis of the most recent reports furnished to it by Subservicers,
the number and aggregate principal balances of Group I Loans, Group II
Loans, Group III Loans, Group IV Loans and Group V Loans that are
Delinquent (A) one month, (B) two months and (C) three or more months
and the number and aggregate principal balance of Group I Loans, Group
II Loans, Group III Loans, Group IV Loans and Group V Loans that are in
foreclosure;
(viii) the number, aggregate principal balance and book value of any REO
Properties;
(ix) the aggregate Accrued Certificate Interest remaining unpaid, if any, for
each Class of Certificates, after giving effect to the distribution made
on such Distribution Date;
(x) the aggregate amount of Realized Losses for such Distribution Date and
the aggregate amount of Realized Losses on the Group I Loans, Group II
Loans, Group III Loans, Group IV Loans and Group V Loans incurred since
the Cut-off Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of
the close of business on such Distribution Date and a description of any
change in the calculation of such amounts;
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(xii) the Pass-Through Rate on each Class of Certificates;
(xiii) the number and aggregate principal balance of Group I Loans, Group II
Loans, Group III Loans, Group IV Loans and Group V Loans repurchased
under Section 4.07;
(xiv) the aggregate amount of any recoveries on previously foreclosed loans
from Residential Funding due to a breach of representation or warranty;
(xv) the weighted average remaining term to maturity of the Group I Loans,
Group II Loans, Group III Loans, Group IV Loans and Group V Loans after
giving effect to the amounts distributed on such Distribution Date; and
(xvi) the weighted average Mortgage Rates of the Group I Loans, Group II
Loans, Group III Loans, Group IV Loans and Group V Loans after giving
effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer. Also, at the request
of a Rating Agency, the Master Servicer shall provide the information relating
to the Reportable Modified Mortgage Loans substantially in the form attached
hereto as Exhibit S to such Rating Agency within a reasonable period of time;
provided, however, that the Master Servicer shall not be required to provide
such information more than four times in a calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the Trustee shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer and Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Master
Servicer and Trustee pursuant to any requirements of the Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
(d) The Master Servicer shall, on behalf of the Depositor and in respect of the
Trust Fund, sign and cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. In connection with the preparation and
filing of such periodic reports, the Trustee shall timely provide to the Master
Servicer (I) a list of Certificateholders as shown on the Certificate Register
as of the end of each calendar year, (II) copies of all pleadings, other legal
process and any other documents relating to any claims, charges or complaints
involving the Trustee, as trustee hereunder, or the Trust Fund that are received
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by the Trustee, (III) notice of all matters that, to the actual knowledge of a
Responsible Officer of the Trustee, have been submitted to a vote of the
Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Master
Servicer, and (IV) notice of any failure of the Trustee to make any distribution
to the Certificateholders as required pursuant to this Agreement. Neither the
Master Servicer nor the Trustee shall have any liability with respect to the
Master Servicer's failure to properly prepare or file such periodic reports
resulting from or relating to the Master Servicer's inability or failure to
obtain any information not resulting from the Master Servicer's own negligence
or willful misconduct. Any Form 10-K filed with the Commission in connection
with this clause (d) shall include a certification, signed by the senior officer
in charge of the servicing functions of the Master Servicer, in the form
attached as Exhibit R-1 hereto or such other form as may be required or
permitted by the Commission (the "Form 10-K Certification"), in compliance with
Rule 13a-14 and 15d-14 under the Exchange Act and any additional directives of
the Commission. In connection with the Form 10-K Certification, the Trustee
shall provide the Master Servicer with a back-up certification substantially in
the form attached hereto as Exhibit R-2. This Section 4.03(d) may be amended in
accordance with this Agreement without the consent of the Certificateholders.
Section 4.04 Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement (which
may be in a mutually agreeable electronic format) to the Trustee, any Paying
Agent and the Depositor (the information in such statement to be made available
to Certificateholders by the Master Servicer on request) (provided that the
Master Servicer will use its best efforts to deliver such written statement not
later than 12:00 p.m. New York time on the second Business Day prior to the
Distribution Date) setting forth (i) the Available Distribution Amounts, (ii)
the amounts required to be withdrawn from the Custodial Account and deposited
into the Certificate Account and Certificate Insurance Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause (iii)
of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls, and (iv)
to the extent required, a report detailing the Stated Principal Balance,
Mortgage Rate, Modified Mortgage Rate, remaining term to maturity and Monthly
Payment for any Modified Mortgage Loan pursuant to Section 3.13. The
determination by the Master Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit
Date, the Master Servicer shall either (i) 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 (with
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each interest portion thereof adjusted to a per annum rate equal to the Net
Mortgage Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Relief Act or similar legislation or regulations then
in effect, on the Outstanding Mortgage Loans as of the related Due Date in the
related Due Period, which Monthly Payments were due during the related Due
Period and not received as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (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. In connection with the
preceding sentence, the Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the Certificate Account.
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Section 4.05 Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, 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 during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Losses, shall be allocated as follows: first, to the
Class B-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; second, to the Class B-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the Class B-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; fourth, to the Class M-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-1 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; and, thereafter, (i) in the case of the Group I Loans,
to the Group I Senior Certificates on a pro rata basis, as described in
paragraph (c) below and (ii) in the case of the Group II Loans, Group III Loans,
Group IV Loans and Group V Loans, if any such Realized Losses are on a Discount
Mortgage Loan, to the Class A-PO Certificates in an amount equal to the related
Discount Fraction of the principal portion thereof until the Certificate
Principal Balance thereof has been reduced to zero, and the remainder of such
Realized Losses on such Discount Mortgage Loans to the Group II Senior
Certificates and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans in the related Loan Group will be allocated among all the
remaining Classes of related Senior Certificates (other than the Class A-PO
Certificates) on a pro rata basis, as described in paragraph (c) below.
(b) Any Excess Losses on Non-Discount Mortgage Loans in a Loan Group will be
allocated among the related Senior Certificates (other than the Principal Only
Certificates) and the Subordinate Certificates, on a pro rata basis, as
described below. The principal portion of such Realized Losses on the Discount
Mortgage Loans in Loan Group II, will be allocated to the Class A-PO
Certificates in an amount equal to the related Discount Fraction thereof and the
remainder of such Realized Losses on the Discount Mortgage Loans in Loan Group
II and the entire amount of such Realized Losses on Non-Discount Mortgage Loans
in the related Loan Group will be allocated among the remaining Classes of
related Senior Certificates (other than the Class A-PO Certificates) and
Subordinate Certificates, on a pro rata basis, as described in paragraph (c)
below.
(c) As used herein, an allocation of a Realized Loss on a "pro rata basis" among
two or more specified Classes of Certificates means an allocation among the
various Classes so specified, to each such Class of Certificates on the basis of
their then outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
payable on such Distribution Date (without regard to any Eligible Master
Servicing Compensation for such Distribution Date) in the case of an interest
portion of a Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to a Class of 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. Any allocation of the
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principal portion of Realized Losses (other than Debt Service Reductions) to the
Subordinate Certificates then outstanding with the Lowest Priority shall be made
by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a). Allocations of the interest
portions of Realized Losses to the Subordinate Certificates then outstanding
with the Lowest Priority shall be made in proportion to the amount of Accrued
Certificate Interest and by operation of the definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a). Allocations of
the principal portion of Debt Service Reductions shall be made by operation of
the provisions of Section 4.02(a). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby; provided that if any Subclasses of the Interest Only Certificates have
been issued pursuant to Section 5.01(c), such Realized Losses and other losses
allocated to the Interest Only Certificates shall be allocated among such
Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor; provided, that any such Mortgage
Loan that becomes 90 days or more delinquent during any given Calendar Quarter
shall only be eligible for purchase pursuant to this Section during the period
beginning on the first Business Day of the following Calendar Quarter, and
ending at the close of business on the second-to-last Business Day of such
following Calendar Quarter. Such option if not exercised shall not thereafter be
reinstated as to any Mortgage Loan, unless the delinquency is cured and the
Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more
in a subsequent Calendar Quarter. If at any time the Master Servicer makes a
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payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Depositor upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Class A (other than the Class A-IO
Certificates) and Class M-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof. The
Class A-IO Certificates shall be issuable in minimum dollar denominations of
$2,000,000 Notional Amount and integral multiples of $1 in excess thereof. The
Class M-2 and Class M-3 Certificates shall be issuable in minimum dollar
denominations of $250,000 and integral multiples of $1 in excess thereof. The
Class B Certificates shall be issuable in minimum denominations of $100,000 and
integral multiples of $1 in excess thereof, except that one of each of the Class
B Certificates will be issued evidencing the sum of an authorized denomination
thereof plus the remainder of the aggregate initial Certificate Principal
Balance of such class. 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
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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 Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company, with the consent of a majority of the Certificateholders, advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Balance being exchanged, the Depository Participant account
to be debited with the decrease, the registered holder of and delivery
instructions for the Definitive Certificates and any other information
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reasonably required by the Trustee), (i) the Trustee shall instruct the
Depository to reduce the related Depository Participant's account by the
aggregate Certificate Principal Balance of the Definitive Certificates, (ii) the
Trustee shall execute, authenticate and deliver, in accordance with the
registration and delivery instructions provided by the Depository, a Definitive
Certificate evidencing such Certificate Owner's Percentage Interest in such
Class of Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Certificate
Principal Balance of such Class of Certificates by the amount of the Definitive
Certificates.
None of the Company, the Master Servicer or the Trustee shall be liable
for any actions taken by the Depository or its nominee, including, without
limitation, any delay in delivery of any instruction required under this section
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository in connection
with the issuance of the Definitive Certificates pursuant to this Section 5.01
shall be deemed to be imposed upon and performed by the Trustee, and the Trustee
and the Master Servicer shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article
8 of the Uniform Commercial Code as in effect in the State of New York and any
other applicable jurisdiction, to the extent that any of such laws may be
applicable.
(d) From time to time the initial Holder of the Interest Only Certificates, may
exchange such Holder's Interest Only Certificates for Subclasses of Interest
Only Certificates to be issued under this Agreement by delivering a "Request for
Exchange" substantially in the form attached hereto as Exhibit Q executed by an
authorized officer, which Subclasses, in the aggregate, will represent the
Uncertificated Class A-IO REMIC II Regular Interests corresponding to the Class
A-IO Certificates so surrendered for exchange. Any Subclass so issued shall bear
a numerical designation commencing with Class A-IO-1, as the case may be, and
continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on, the
Holder's determinations of the Uncertificated Class A-IO REMIC II Regular
Interests corresponding to any Subclass, the Initial Notional Amount and the
initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-IO REMIC II Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-IO Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
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Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the
provisions of Section 8.11 a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The
Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges
of Certificates as herein provided. The Certificate Registrar, or
the Trustee, shall provide the Master Servicer with a certified
list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.11 and, in the case of any Class M, Class B
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 B
Certificate shall be made unless such transfer, sale, pledge or
other disposition is exempt from the registration requirements of
the Securities Act of 1933, as amended (the "1933 Act"), and any
applicable state securities laws or is made in accordance with
said Act and laws. Except as otherwise provided in this Section
5.02(d), in the event that a transfer of a Class B Certificate is
to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the
Trustee and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant
to said Act and laws, which Opinion of Counsel shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the
Master Servicer, and (ii) the Trustee shall require the
transferee to execute a representation letter, substantially in
the form of Exhibit I hereto, and the Trustee shall require the
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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 B Certificates may be made
in accordance with this Section 5.02(d) if the prospective
transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the
form of Exhibit N attached hereto, which investment letter shall
not be an expense of the Trustee, the Depositor, or the Master
Servicer, and which investment letter states that, among other
things, such transferee (i) is a "qualified institutional buyer"
as defined under Rule 144A, acting for its own account or the
accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (ii) is aware that the proposed transferor
intends to rely on the exemption from registration requirements
under the 1933 Act provided by Rule 144A. The Holder of a Class B
Certificate desiring to effect any transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws and this
Agreement.
(e) (i) In the case of any Class B or Class R Certificate presented
for registration in the name of any Person, either (i) the
Trustee shall require an Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee, the Depositor and
the Master Servicer to the effect that the purchase or holding of
such Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Depositor or
the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the
Trust Fund, the Depositor or the Master Servicer or (ii) the
prospective transferee shall be required to provide the Trustee,
the Depositor and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit I or paragraph three
of Exhibit N (with respect to a Class B Certificate) or in
paragraph fourteen of Exhibit H-1 (with respect to a Class R
Certificate), which the Trustee may rely upon without further
inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish
that such transferee or the Person in whose name such
registration is requested either (a) is not an employee benefit
plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any Person (including an insurance company investing
its general accounts, an investment manager, a named fiduciary or
a trustee of any such Plan) who is using "plan assets" of any
such Plan within the meaning of the U.S. Department of Labor
regulation promulgated at 29 C.F.R. ss. 2510.3-101, to effect
such acquisition (a "Plan Investor") or (b) in the case of a
Class B Certificate, the following conditions are satisfied: (i)
such Transferee is an insurance company, (ii) the source of funds
used to purchase or hold such Certificate (or interest therein)
is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I
and III of PTCE 95-60 have been satisfied (each entity that
satisfies this clause (b), a "Complying Insurance Company").
(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 Prohibited
Transaction Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994),
107
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) such Transferee is a Complying Insurance Company.
(iii)(A) If any Class M Certificate (or any interest therein) is acquired or
held by any Person that does not satisfy the conditions described in
paragraph (ii) above, then the last preceding Transferee that either (i) is
not a Plan Investor, (ii) acquired such Certificate in compliance with the
RFC Exemption, or (iii) is a Complying Insurance Company shall be restored,
to the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such Transfer of such
Class M Certificate. The Trustee shall be under no liability to any Person
for making any payments due on such Certificate to such preceding
Transferee.
(B) Any purported Certificate Owner whose acquisition or holding of
any Class M Certificate or Class B Certificate (or interest
therein) was effected in violation of the restrictions in this
Section 5.02(e) shall indemnify and hold harmless the Depositor,
the Trustee, the Master Servicer, any Subservicer, and the Trust
Fund from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition
or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to have irrevocably authorized
the Trustee or its designee under clause (iii)(A) below to
deliver payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause (iii)(B)
below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Class
R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in
its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class
R Certificate until its receipt of,
(1) 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
108
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
(2) 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
109
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.
(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
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its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect that the
modification, addition to or elimination of such provisions will not cause
such Rating Agency to downgrade its then-current ratings, if any, of the
Class A Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating
Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance satisfactory to the
Master Servicer, to the effect that such modification, addition to or
absence of such provisions will not cause any of REMIC I or REMIC II to
cease to qualify as a REMIC and will not cause (x) any of REMIC I or REMIC
II to be subject to an entity-level tax caused by the Transfer of any Class
R Certificate to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related tax
caused by the Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
(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
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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 neither the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Depositor, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.02. In the event of
any such appointment, on or prior to each Distribution Date the Master Servicer
on behalf of the Trustee shall deposit or cause to be deposited with the Paying
Agent a sum sufficient to make the payments to Certificateholders in the amounts
and in the manner provided for in Section 4.02 and 4.03, such sum to be held in
trust for the benefit of Certificateholders. The Trustee shall cause each Paying
Agent to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee that such Paying Agent will hold all sums
held by it for the payment to Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such sums are not distributed to the
Certificateholders on the date of receipt by such Paying Agent.
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Depositor and the Master Servicer herein. By
way of illustration and not limitation, the Depositor is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or 10.01 to assume any obligations of the Master Servicer or to
appoint a designee to assume such obligations, nor is it liable for any other
obligation hereunder that it may, but is not obligated to, assume unless it
elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Depositor and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx 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
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Rating Agency's rating of the Classes of Certificates that have been rated in
effect immediately prior to such assignment and delegation will not be
qualified, reduced or withdrawn as a result of such assignment and delegation
(as evidenced by a letter to such effect from each Rating Agency). In the case
of any such assignment and delegation, the Master Servicer shall be released
from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and
Others.
Neither the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Depositor or the Master Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor and the Master Servicer shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate of such
expenses and costs shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled thereto in the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
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Section 6.04 Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall
become effective until the Trustee or a successor servicer shall have assumed
the Master Servicer's responsibilities and obligations in accordance with
Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed to
Holders of Certificates of any Class any distribution required to be made
under the terms of the Certificates of such Class and this Agreement and,
in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring
such failure to be remedied, shall have been given to the Master Servicer
by the Trustee or the Depositor or to the Master Servicer, the Depositor
and the Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material
respect any other of the covenants or agreements on the part of the Master
Servicer contained in the Certificates of any Class or in this Agreement
and such failure shall continue unremedied for a period of 30 days (except
that such number of days shall be 15 in the case of a failure to pay the
premium for any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Depositor, or to the
Master Servicer, the Depositor and the Trustee by the Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
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(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.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Depositor or the Trustee shall
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, by notice in writing to the Master Servicer (and to the Depositor
if given by the Trustee or to the Trustee if given by the Depositor), terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder. If an Event of Default described in clause
(vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and
the Depositor, immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder as
provided in Section 4.04(b). On or after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than as a Holder
thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass
to and be vested in the Trustee or the Trustee's designee appointed pursuant to
Section 7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time be credited to
the Custodial Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination. Notwithstanding any
termination of the activities of Residential Funding in its capacity as Master
Servicer hereunder, Residential Funding shall be entitled to receive, out of any
late collection of a Monthly Payment on a Mortgage Loan which was due prior to
the notice terminating Residential Funding's rights and obligations as Master
Servicer hereunder and received after such notice, that portion to which
Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii),
(vi) and (vii) as well as its Servicing Fee in respect thereof, and any other
amounts payable to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the Depositor shall deliver to
the Trustee as successor Master Servicer a copy of the Program Guide.
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Section 7.02 Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Depositor and with the Depositor's consent (which shall
not be unreasonably withheld) a designee (which meets the standards set forth
below) of the Trustee, shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder as 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
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the successor Master Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS(R) System to the successor Master Servicer.
The predecessor Master Servicer shall file or cause to be filed any such
assignment in the appropriate recording office. The predecessor Master Servicer
shall bear any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be
required under this subsection (b). The successor Master Servicer shall cause
such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.
Section 7.03 Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived as provided in Section 7.04 hereof.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (i) of Section 7.01 may be waived only by all of the
Holders of Certificates affected by such default or Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver
of a default or Event of Default by the Holders representing the requisite
percentage of Voting Rights of Certificates affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which
has not been cured or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to
the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether
they conform to the requirements of this Agreement. The Trustee shall
notify the Certificateholders of any such documents which do not
materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents in a timely fashion. The Trustee shall forward,
cause to be forwarded or make available electronically on its website in
a timely fashion the notices, reports and statements required to be
forwarded by the Trustee pursuant to Sections 4.03, 7.03, and 10.01. The
Trustee shall furnish in a timely fashion to the Master Servicer such
information as the Master Servicer may reasonably request from time to
time for the Master Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it shall perform its
obligations hereunder in a manner so as to maintain the status of each
of REMIC I and REMIC II as a REMIC under the REMIC Provisions and to
prevent the imposition of any federal, state or local income, prohibited
transaction (except as provided in Section 2.04 herein), contribution or
other tax on the Trust Fund to the extent that maintaining such status
and avoiding such taxes are reasonably within the control of the Trustee
and are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or
waiver of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee by the Depositor
or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
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(ii) The Trustee shall not be personally liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Certificateholders holding Certificates which
evidence, Percentage Interests aggregating not less than 25% of the
affected classes as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other
than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this
Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability
is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if,
when and as the same shall be due and payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by Section
860G(d) of the Code and (C) any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, but only if such
taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
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(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii)The Trustee shall be under no obligation to exercise any of the trusts or
powers vested in it by this Agreement or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of
this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent investor
would exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the
curing of all Events of Default which may have occurred, the Trustee shall
not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing 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;
(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; and
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(viii) Subject to compliance with all applicable federal, state and local laws,
in order to comply with its duties under the U.S. Patriot Act, the
Trustee shall obtain and verify certain information and documentation
from the other parties hereto, including, but not limited to, such
party's name, address, and other identifying information.
(b) Following the issuance of the Certificates (and except as provided for
in Section 2.04), the Trustee shall not accept any contribution of
assets to the Trust Fund unless it shall have obtained or been furnished
with an Opinion of Counsel to the effect that such contribution will not
(i) cause any of REMIC I or REMIC II to fail to qualify as a REMIC at
any time that any Certificates are outstanding or (ii) cause the Trust
Fund to be subject to any federal tax as a result of such contribution
(including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
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,
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disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its
employ, and the expenses incurred by the Trustee or any co-trustee in
connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may
arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the
Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or
in connection with, the acceptance and administration of the Trust Fund,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master
Servicer written notice thereof promptly after the Trustee shall have
actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master
Servicer shall not be liable for settlement of any claim by the Trustee
entered into without the prior consent of the Master Servicer which
consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein. Notwithstanding the foregoing,
the indemnification provided by the Master Servicer in this Section 8.05(b)
shall not pertain to any loss, liability or expense of the Trustee, including
the costs and expenses of defending itself against any claim, incurred in
connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and organized and doing business
under the laws of such state or the United States of America, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
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purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor and the Master
Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation then the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Trustee shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Depositor may remove
the Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee. In addition, in the event that the Depositor
determines that the Trustee has failed (i) to distribute or cause to be
distributed to Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Depositor) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of 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.
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Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such separate trustee or co-trustee jointly,
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the 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.
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Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Depositor, appoint one or more Custodians who are not Affiliates of the
Depositor or the Master Servicer to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11. The Trustee will maintain an office or agency which is located at
0000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: ITS Transfer
Services - RAMP Series 2004-SL4 where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially designates its
offices located at 0000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxx 00000, Attention:
ITS Transfer Services - RAMP Series 2004-SL4, 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 Residential Funding 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 Residential Funding of all Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each Mortgage Loan
(or, if less than such unpaid principal balance, the fair market value of
the related underlying property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired if such fair market
value is less than such unpaid principal balance) on the day of repurchase,
plus accrued interest thereon at the Mortgage Rate (or Modified Mortgage
Rate in the case of any Modified Mortgage Loan) from the Due Date to which
interest was last paid by the related Mortgagor, to, but not including, the
first day of the month in which such repurchase price is distributed;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof; provided
further, that, if the amount due under any Certificate shall not have been
reduced to zero prior to the Maturity Date, the Master Servicer shall be
required to terminate this Agreement in accordance with this clause (ii);
and provided further, that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to avoid
disqualification of any of REMIC I or REMIC II as a REMIC. The purchase
price paid by Residential Funding shall also include any amounts owed by
Residential Funding pursuant to the 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 (y) of such Section
that remain unpaid on the date of such purchase.
The right of Residential Funding to purchase all the assets of the Trust
Fund relating to the Mortgage Loans, pursuant to clause (ii) above is
conditioned upon the date of such purchase occurring on or after the Optional
Termination Date. If such right is exercised by Residential Funding, the Master
Servicer shall be deemed to have been reimbursed for the full amount of any
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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
Optional Termination Date, Residential Funding shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon, or, with
respect to the Interest Only Certificates, on their Notional Amount, any
previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto. If Residential Funding
exercises this right to purchase the outstanding Certificates, the Master
Servicer will promptly terminate the respective obligations and responsibilities
created hereby in respect of these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether
as a result of the exercise by the Master Servicer of its right to
purchase the assets of the Trust Fund or otherwise). Notice of any
termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Trustee
for payment of the final distribution and cancellation, shall be given
promptly by the Master Servicer (if Residential Funding is exercising
its right to purchase the assets of the Trust Fund), or by the Trustee
(in any other case) by letter to Certificateholders mailed not earlier
than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the
Certificates is anticipated to be made upon presentation and surrender
of Certificates at the office or agency of the Trustee therein
designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, and that payment will be made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
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above provided. The Master Servicer shall provide to the Trustee written
notification of any change to the anticipated Final Distribution Date as soon as
practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice
thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution Date, if not in
connection with the Master Servicer's election to repurchase, or (ii) if the
Master Servicer elected to so repurchase, an amount equal to the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if Residential Funding exercised
its right to purchase the assets of the Trust Fund), or the Trustee (in any
other case) shall give a second written notice to the remaining
Certificateholders to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within six months after the
second notice any Certificate shall not have been surrendered for cancellation,
the Trustee shall take appropriate steps as directed by the Master Servicer to
contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account and of
contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation, the Trustee shall
pay to the Master Servicer all amounts distributable to the holders thereof and
the Master Servicer shall thereafter hold such amounts until distributed to such
holders. No interest shall accrue or be payable to any Certificateholder on any
amount held in the escrow account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01 and the Certificateholders shall
look only to the Master Servicer for such payment.
(e) All rights of Residential Funding to purchase the assets of the Trust Fund,
or to purchase specified classes of Certificates, as set forth in Section
9.01(a) are referred to in this Agreement as the "Call Rights". Notwithstanding
any other provision of this Agreement, Residential Funding shall have the right
to sell, transfer, pledge or otherwise assign the Call Rights at any time to any
Person. Upon written notice by Residential Funding to the Trustee and the Master
Servicer of any such assignment of the Call Rights to any assignee, the Trustee
and the Master Servicer shall be obligated to recognize such assignee as the
holder of the Call Rights. Such entity, if not Residential Funding or an
affiliate, shall be deemed to represent, at the time of such sale, transfer,
pledge or other assignment, that one of the following will be, and at the time
the Call Right is exercised is, true and correct: (i) the exercise of such Call
Right shall not result in a non-exempt prohibited transaction under section 406
of ERISA or section 4975 of the Code (including by reason of U.S. Department of
Labor ("DOL") Prohibited Transaction Class Exemption ("PTCE") 75-1 (Part I),
84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable exemption) or (ii) such
entity is (A) not a party in interest under section 3(14) of ERISA or a
disqualified person under section 4975(e)(2) of the Code with respect to any
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employee benefit plan subject to section 3(3) of ERISA or any plan subject to
section 4975 of the Code (other than an employee benefit plan or plan sponsored
or maintained by the entity, provided that no assets of such employee benefit
plan or plan are invested or deemed to be invested in the Certificates) and (B)
not a "benefit plan investor" as described in DOL regulation section
2510.3-101(f)(2). If any such assignee of the Call Right is unable to exercise
such Call Right by reason of the preceding sentence, then the Call Right shall
revert to the immediately preceding assignor of such Call Right subject to the
rights of any secured party therein.
Section 9.02 Additional Termination Requirements.
(a) Each of REMIC I and REMIC II, as the case may be, shall be terminated in
accordance with the following additional requirements, unless the
Trustee and the Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of any of REMIC I and REMIC II, as the case may
be, to comply with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause
any of REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period for each
of REMIC I and REMIC II, and specify the first day of such period in a
statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for each of
REMIC I and REMIC II, under Section 860F of the Code and the regulations
thereunder;
(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 Residential Funding is exercising its right to purchase the assets of
the Trust Fund, Residential Funding shall, during the 90-day liquidation
period and at or prior to the Final Distribution Date, purchase all of
the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the assets of
the Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and
appoints the Master Servicer as its attorney-in-fact to adopt a plan of complete
liquidation for each of REMIC I and REMIC II at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
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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 and
REMIC II as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The REMIC I Regular Interests shall be designated as
the "regular interests" and the Class R-I Certificates shall be designated as
the sole class of "residual interests" in REMIC I. The Class A-I, Class A-II,
Class A-III, Class A-IV, Class A-V, Class A-PO, Class M and Class B Certificates
and the rights in and to which will be represented by the Class A-IO
Certificates shall be designated as the "regular interests" in REMIC II and the
Class R-II Certificates shall be designated the sole class of "residual
interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit
the creation of any "interests" (within the meaning of Section 860G of the Code)
in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC
I and REMIC II within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC
representing a 0.01% Percentage Interest of the Class R Certificates in each
REMIC and shall be designated as the "tax matters person" with respect to each
of REMIC I and REMIC II in the manner provided under Treasury regulations
section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC
Administrator, as tax matters person, shall (i) act on behalf of each of REMIC I
and REMIC II in relation to any tax matter or controversy involving the Trust
Fund and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall be expenses of the Trust Fund and the REMIC
Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master Servicer
hereunder, at its option the REMIC Administrator may continue its duties as
REMIC Administrator and shall be paid reasonable compensation not to exceed
$3,000 per year by any successor Master Servicer hereunder for so acting as the
REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax
Returns that it determines are required with respect to the REMIC created
hereunder and deliver such 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
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right of reimbursement therefor. The REMIC Administrator agrees to indemnify and
hold harmless the Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or omissions. The Trustee
and Master Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such actions and
shall cause each REMIC created hereunder to take such actions as are reasonably
within the Master Servicer's or the REMIC Administrator's control and the scope
of its duties more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the REMIC Provisions
(and the Trustee shall assist the Master Servicer and the REMIC Administrator,
to the extent reasonably requested by the Master Servicer and the REMIC
Administrator to do so). In performing their duties as more specifically set
forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I or REMIC II as a
REMIC or (ii) result in the imposition of a tax upon any of REMIC I or REMIC II
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 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. In
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addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will consult with the
Master Servicer or the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the Trust Fund and the Trustee shall not take any such
action or cause the Trust Fund to take any such action as to which the Master
Servicer or the REMIC Administrator, as applicable, has advised it in writing
that an Adverse REMIC Event could occur. The Master Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the
action not expressly permitted by this Agreement, but in no event at the expense
of the Master Servicer or the REMIC Administrator. At all times as may be
required by the Code, the Master Servicer or the REMIC Administrator, as
applicable, will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of
the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any
REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on "net
income from foreclosure property" of any REMIC as defined in Section 860G(c) of
the Code, on any contributions to any REMIC after the startup day therefor
pursuant to Section 860G(d) of the Code, or any other tax imposed by the Code or
any applicable provisions of state or local tax laws, such tax shall be charged
(i) to the Master Servicer, if such tax arises out of or results from a breach
by the Master Servicer of any of its obligations under this Agreement or the
Master Servicer has in its sole discretion determined to indemnify the Trust
Fund against such tax, (ii) to the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X, or
(iii) otherwise against amounts on deposit in the Custodial Account as provided
by Section 3.10 and on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same manner as if
such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the startup day, neither the Master Servicer nor the Trustee shall
accept any contributions of assets to any REMIC unless (subject to Section
10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in any REMIC will not cause any of
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject any such REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
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(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which any of REMIC I or REMIC II will
receive a fee or other compensation for services nor permit any of REMIC I or
REMIC II to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the principal balance
of each regular interest in each REMIC would be reduced to zero is July 25,
2032.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
Debt Obligations" for the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of any REMIC pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for any REMIC or sell or dispose of any investments in the
Custodial Account or the Certificate Account for gain, or accept any
contributions to any REMIC after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition will
not (a) affect adversely the status of any of REMIC I or REMIC II as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause any REMIC to be subject to a
tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X. In the event
that Residential Funding is no longer the Master Servicer, the Trustee shall
indemnify 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
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to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that
such liability will not be imposed to the extent such breach is a result of an
error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the
REMIC Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Depositor or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
Section 10.03 Distributions on the REMIC I Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the REMIC I Regular Interests, REMIC I Accrued Interest
on the REMIC I Regular Interests for such Distribution Date, plus any REMIC I
Accrued Interest thereon remaining unpaid from any previous Distribution Date.
(b) On each Distribution Date, distributions of principal shall be deemed to be
made to the REMIC I Regular Interests, in each case from the related Loan Group,
first, to each REMIC I Regular Interest ending with the designation "SUB," so
that the Uncertificated Principal Balance of each such REMIC I Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the Certificate Principal
Amount of the related Senior Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is maintained); and second, any remaining
principal in each Loan Group to the related REMIC I Regular Interest ending with
the designation "ZZZ" (provided that a portion of the remaining principal equal
to the Class A-PO Principal Distribution Amount will be distributed to REMIC I
Regular Interest A-PO). Realized Losses from each Loan Group shall be applied
after all distributions have been made on each Distribution Date first, to the
related REMIC I Regular Interest ending with the designation "SUB," so that the
Uncertificated Principal Balance of each such REMIC I Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the Certificate Principal
Amount of the related Senior Certificates (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is maintained); and second, any remaining
Realized Losses from each Loan Group shall be allocated to the related REMIC I
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Regular Interests ending with the designation "ZZZ" (except that if a Realized
Loss is recognized with respect to a Discount Mortgage Loan, the applicable
portion of such Realized Loss will be allocated to REMIC I Regular Interest
A-PO).
(c) Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 10.03, distributions of funds from the Certificate
Account shall be made only in accordance with Section 4.02.
Section 10.04 Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated REMIC Regular Interest
Distribution Amounts, Realized Losses allocated to the Class A-IO Certificates
under Section 4.05 shall be deemed allocated to related Uncertificated REMIC
Regular Interests on a pro rata basis based on the related Uncertificated
Accrued Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute from
the Trust Fund, in the priority set forth in Section 4.02(a), to the Class A-IO
Certificates, the amounts distributable thereon from the related Uncertificated
REMIC Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 10.04. The amount deemed
distributable hereunder with respect to the Class A-IO Certificates shall equal
100% of the amounts payable with respect to the related Uncertificated REMIC
Regular Interests.
(d) Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 10.04, distributions of funds from the Certificate
Account shall be made only in accordance with Section 4.02.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be
inconsistent with any other provisions herein or therein or to correct
any error,
(iii)to modify, eliminate or add to any of its provisions to such extent as
shall be necessary or desirable to maintain the qualification of REMIC I or
REMIC II as REMICs at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any tax on the Trust Fund
pursuant to the Code that would be a claim against the Trust Fund, provided
that the Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account
or the Certificate Account or to change the name in which the Custodial
Account is maintained, provided that (A) the Certificate Account Deposit
Date shall in no event be later than the related Distribution Date, (B)
such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any
other provision hereof restricting transfer of the Class R Certificates by
virtue of their being the "residual interests" in the Trust Fund provided
that (A) such change shall not result in reduction of the rating assigned
to any such Class of Certificates below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date,
as evidenced by a letter from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause the Trust Fund or any of the Certificateholders (other
than the transferor) to be subject to a federal tax caused by a transfer to
a Person that is not a Permitted Transferee, or
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(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not
be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the Trustee and the
Holders of Certificates evidencing in the aggregate not less than 66% of
the Percentage Interests of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment
shall:
(i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of
Certificates of any Class in a manner other than as described in clause
(i) hereof without the consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment, in any such case
without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party
seeking such amendment) to the effect that such amendment is permitted
under this Agreement and that such amendment or the exercise of any
power granted to the Master Servicer, the Depositor or the Trustee in
accordance with such amendment will not result in the imposition of a
federal tax on the Trust Fund or cause REMIC I or REMIC II to fail to
qualify as REMICs at any time that any Certificate is outstanding. The
Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities
and this agreement or otherwise; provided however, such consent shall
not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
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(e) The Depositor shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for
the purpose of protecting the Holders of the Class R Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class R Certificateholders, but shall not be and shall not be deemed to
be under any circumstances included in the REMIC. To the extent that any
such instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve fund so established shall be an outside
reserve fund and not an asset of the REMIC, (ii) any such reserve fund
shall be owned by the Depositor, and (iii) amounts transferred by the
REMIC to any such reserve fund shall be treated as amounts distributed
by the REMIC to the Depositor or any successor, all within the meaning
of Treasury regulations Section 1.860G-2(h). In connection with the
provision of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise amended
in any manner that is related or incidental to such instrument or fund
or the establishment or administration thereof, such amendment to be
made by written instrument executed or consented to by the Depositor and
such related insurer but without the consent of any Certificateholder
and without the consent of the Master Servicer or the Trustee being
required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the
Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Depositor obtains an Opinion of Counsel (which need
not be an opinion of Independent counsel) to the effect that any such
amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the
Code and (b) any of REMIC I or REMIC II to fail to qualify as a REMIC at
any time that any Certificate is outstanding. In the event that the
Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the
Depositor may elect that the text of such amendment to this Agreement
shall be substantially in the form attached hereto as Exhibit K (in
which case Residential Funding's Subordinate Certificate Loss Obligation
as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall
be executed in the form attached hereto as Exhibit L, with such changes
as the Depositor shall deem to be appropriate; it being understood that
the Trustee has reviewed and approved the content of such forms and that
the Trustee's consent or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
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(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
of any Class evidencing in the aggregate not less than 25% of the related
Percentage Interests of such Class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding it being understood and intended, and being expressly covenanted by
each Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates of any Class shall have any right in any
manner whatever by virtue of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates of such
Class or any other Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may be. For the
protection and enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.
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Section 11.04 Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RAMP), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Residential Asset Mortgage Products Inc.
Series 2004-SL4 or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of
Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage
Surveillance or such other address as may be hereafter furnished to the
Depositor, Trustee and Master Servicer by Standard & Poor's; and (e) in the case
of Fitch, Xxx Xxxxx Xxxxxx Xxxxx, 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 Fitch. 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 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,
143
(d) the filing of any claim under the Master Servicer's blanket fidelity bond
and the errors and omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under 152 any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(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 the Subservicer of any such event known to the Master
Servicer.
Section 11.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Depositor or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Depositor may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Depositor, the Master
Servicer and the Trustee; provided, that neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their respective interests would
not be materially adversely affected thereby. To the extent that the terms of
the Supplemental Article do not in any way affect any provisions of this
Agreement as to any of the Certificates initially issued hereunder, the adoption
of the Supplemental Article shall not constitute an "amendment" of this
144
Agreement. Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary to the purposes thereof. In
connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of any of REMIC I or REMIC II
as a REMIC or result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transaction as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in
Section 860G(d) of the Code.
145
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 MORTGAGE PRODUCTS, INC.
By:
Attest: Name: Xxxxxx Xxxxxx
Name: Xxxxxx XxxXxx Title: Vice President
Title: Associate
[Seal] RESIDENTIAL FUNDING CORPORATION
By:
Attest: Name: Xxxxxx XxxXxx
Name: Xxxxxx Xxxxxx Title: Associate
Title: Associate
[Seal] DEUTSCHE BANK
TRUST COMPANY
AMERICAS as
Trustee
Attest:
Name: By:
Title: Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 4th day of January, 2005 before me, a notary public in and
for said State, personally appeared _________________, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 4th day of January, 2005 before me, a notary public in and
for said State, personally appeared ___________________, known to me to be an
Associate of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 4th day of January, 2005 before me, a notary public in and
for said State, personally appeared ____________________, known to me to be a
_________________ of Deutsche Bank Trust Company Americas, a California 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]
146
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO 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.
Certificate No. [____] [____]% Pass-Through Rate
Class [A-___] Senior Percentage
Interest: ____%
Date of Pooling and Servicing Agreement and Aggregate Initial [Certificate Principal
Cut-off Date: Balance] [Notional Amount] of the Class
December 1, 2004 [A-___] Certificates: $________
First Distribution Date: [Initial] [Certificate Principal Balance]
January 25, 2005 [Notional Amount] of this Certificate:
$[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[ ][ ] [--------------]
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE
SERIES 2004-SL4
evidencing a percentage interest in the distributions allocable
to the Class A-__ Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that ______________ is the registered owner of the
Percentage Interest evidenced by this Certificate [(obtained by dividing the
[Initial Certificate Principal Balance] [Initial Notional Amount] of this
Certificate by the aggregate [Initial Certificate Principal Balance of all Class
A-__ Certificates] [Initial Notional Amount of all Class A-IO Certificates], as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first lien mortgage loans (the "Mortgage
Loans"), sold by Residential Asset Mortgage Products, Inc. (hereinafter called
the "Company," 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 of December 1, 2004 (the "Pooling and Servicing
Agreement" or the "Agreement") among the Company, the Master Servicer and
Deutsche Bank Trust Company Americas, as Trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
[interest][and][principal], if any) required to be distributed to Holders of
Class A-__ Certificates on such Distribution Date. [The Notional Amount of the
Class A-IO Certificates as of any date of determination will be calculated as
set forth in the Agreement.
The Class A-IO Certificates have no Certificate Principal Balance.]
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] [Initial Notional Amount] of this Certificate is
set forth above.] [The Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and any Realized Losses
allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage-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 related 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 Company 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 Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, 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 Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, 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 Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
related Certificates. The Agreement permits, but does not require, the Master
Servicer to (i) purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may only be exercised if the
aggregated Stated Principal Balance of the Mortgage Loans as of the Distribution
Date upon which the proceeds of any such purchase are distributed is less than
one percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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.
Dated: January 4, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:
----------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within
Mortgage-Backed Pass- Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------- -------------------------------------------
Signature by or on behalf of assignor
___________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________for the account of
__________________ account number ______________, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee
named above, or ________________, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND THE [CLASS M-[ ] CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT A PERSON, AN INVESTMENT MANAGER, A NAMED
FIDUCIARY OR A TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF
OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN
INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON
PROHIBITED TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29,
1994), AS AMENDED BY PTE 97-34, 62 FED. REG. 39021 (JULY 21, 1997), PTE 2000-58,
65 FED. REG. 67765 (NOVEMBER 13, 2000), AND PTE 2002-41, 67 FED. REG. 54487
(AUGUST 22, 2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE
CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT SUCH
CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR
ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C)(I) THE TRANSFEREE
IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO PURCHASE
THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60),
AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE
COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING
INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF
SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE 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.
Certificate No. [____] [Adjustable] [Variable] Pass-Through Rate
Class [M-___] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Certificate Principal Balance of
Cut-off Date: the Class [M-__] Certificates:
December 1, 2004 $_______________
First Distribution Date: Initial Certificate Principal Balance of this
January 25, 2005 Certificate:
$[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[-------------] [--------------]
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL4
evidencing a percentage interest in any distributions allocable
to the Class [M-___] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class [M-___] Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first lien mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of December 1,
2004, (the "Pooling and Servicing Agreement" or the "Agreement") among the
Depositor, the Master Servicer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business [on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution][on the Business Day
prior to the Distribution Date] (the "Record Date"), from the related Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class [M-___] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
As described above, any transferee of this Certificate will be deemed to
have represented by virtue of its purchase or holding of this Certificate (or
interest herein) that either (A) such transferee is not a Plan Investor, (B) it
has acquired and is holding this 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 this 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) the transferee is a Complying Insurance Company. In addition,
any purported Certificate Owner whose acquisition or holding of this Certificate
(or interest herein) was effected in violation of the restrictions in Section
5.02(e) of the Agreement shall indemnify and hold harmless the Depositor, the
Trustee, the Master Servicer, any Subservicer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses incurred by such
parties as a result of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage-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 related Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event Master Servicer funds are
advanced with respect to any Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor , the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
related Certificates. The Agreement permits, but does not require, the Master
Servicer to (i) purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may only be exercised if the
aggregated Stated Principal Balance of the Mortgage Loans as of the Distribution
Date upon which the proceeds of any such purchase are distributed is less than
one percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: January 4, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:
----------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within
Mortgage-Backed Pass- Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------- -------------------------------------------
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________for the account of
__________________ account number ______________, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee
named above, or ________________, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES[,] [AND] THE CLASS M-[ ] CERTIFICATES [AND] [CLASS B-[__]
CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
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.]
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 AGREEMENT.
[NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY 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 COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.]
Certificate No. [____] [Adjustable] [Variable] Pass-Through Rate
Class [B-___] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Certificate Principal Balance of
Cut-off Date: the Class [B-___] Certificates:
December 1, 2004 $_______________
First Distribution Date: Initial Certificate Principal Balance of this
January 25, 2005 Certificate:
$[--------------]
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[-------------] [--------------]
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL4
evidencing a percentage interest in any distributions allocable
to the Class [B-___] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _______________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class [B-___] Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first lien mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of December 1,
2004, (the "Pooling and Servicing Agreement" or the "Agreement") among the
Depositor, the Master Servicer and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business [on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution][on the Business Day
prior to the 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 [B-___] Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class [B-___] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company 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 in Section 5.02(e) of the Agreement. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, 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.
In connection with any such transfer, the Trustee will also require
either (i) an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer with respect to
the permissibility of such transfer under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal
Revenue Code (the "Code") and stating, among other things, that the transferee's
acquisition of a Class B Certificate will not constitute or result in a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or (ii) a representation letter, in the form as described by the
Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.]
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage-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 related Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event Master Servicer funds are
advanced with respect to any Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the Agreement, from related
recoveries on such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Depositor and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor , the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
related Certificates. The Agreement permits, but does not require, the Master
Servicer to (i) purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may only be exercised if the
aggregated Stated Principal Balance of the Mortgage Loans as of the Distribution
Date upon which the proceeds of any such purchase are distributed is less than
one percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: January 4, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:
----------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within
Mortgage-Backed Pass- Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------- -------------------------------------------
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________for the account of
__________________ account number ______________, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee
named above, or ________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
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
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 AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR OR 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. [____] [____]% Pass-Through Rate
Class [R-___] Subordinate
Date of Pooling and Servicing Agreement and Aggregate Initial Certificate Principal
Cut-off Date: Balance of the Class R-___ Certificates:
December 1, 2004 [$50.00]
First Distribution Date: Initial Certificate Principal Balance of this
January 25, 2005 Certificate:
$[--------------]
Master Servicer: Percentage Interest: _____%
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP
[--------------] [--------------]
MORTGAGE-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2004-SL4
evidencing a percentage interest in any distributions allocable
to the Class R[-__] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first lien mortgage loans sold by
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that is ____________________ the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R[-__] Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first lien mortgage loans (the "Mortgage Loans"), sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
as of December 1, 2004, (the "Pooling and Servicing Agreement" or the
"Agreement") among the Depositor, the Master Servicer and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R[-__]
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor 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 Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor 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 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.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
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 Section 5.02(e) of 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.
In connection with any such transfer, the Trustee will also require either (i)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee, the Depositor and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class R Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by the Agreement, stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other Person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage-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 at any time by the Depositor, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
related Certificates. The Agreement permits, but does not require, the Master
Servicer to (i) purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans and all property acquired in respect of any Mortgage
Loan or (ii) purchase in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may only be exercised if the
aggregated Stated Principal Balance of the Mortgage Loans as of the Distribution
Date upon which the proceeds of any such purchase are distributed is less than
one percent of the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
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.
Dated: January 4, 2005 DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
------------------------------------
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-] Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Certificate Registrar
By:
----------------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within
Mortgage-Backed Pass- Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
---------------------- -------------------------------------------
Signature by or on behalf of assignor
____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _______________________for the account of
__________________ account number ______________, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee
named above, or ________________, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of December 1, 2004, by and among DEUTSCHE
BANK TRUST COMPANY AMERICAS, as trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC., as Depositor (together with any successor in interest, the
"Depositor"), 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 Depositor, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of December 1, 2004,
relating to the issuance of Residential Asset Mortgage Products, Inc.,
Mortgage-Backed Pass-Through Certificates, Series 2004-SL4 (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 Depositor 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 Depositor, 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 to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Depositor for the purpose of recording it in the
appropriate public office for real property records, and the Depositor, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
------------------------
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as Exhibit
One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days after the closing date, the Custodian agrees,
for the benefit of Certificateholders, to review, in accordance with the
provisions of Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an Interim Certification in the form annexed hereto
as Exhibit Two to the effect that all documents required to be delivered
pursuant to Section 2.01(b) of the Pooling Agreement have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. 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 Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
such document, and shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit Two to the effect that all
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 or (ii) a Final Certification as set forth in subsection
(c) below. 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. 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 defective in any material respect,
the Custodian shall promptly so notify the Depositor, the Master Servicer and
the Trustee.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Depositor as set forth in the
Pooling Agreement or by a Seller in a Seller's Agreement or by Residential
Funding or the Depositor in the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall give prompt written notice
to the Depositor, 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 a certification (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
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 receipt of written notification from the Master Servicer,
signed by a Servicing Officer, that 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, the Custodian shall release to the Master Servicer the
related Mortgage File.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
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 of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and 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 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 Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
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, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Depositor or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Depositor 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 Depositor, 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
Depositor, 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 Depositor
..
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 Depositor 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 Depositor 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 Depositor, 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.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000 By:______________________________
Name:
Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000 By:______________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000 By:______________________________
Xxxxxxxxxxx, Xxxxxxxxx 00000 Name:
Title:
Address: XXXXX FARGO BANK,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - Lower Level By:______________________________
Xxxxxxxxx, Xxxxxxxxx 00000 Name:
Title:
STATE OF CALIFORNIA )
)ss.:
COUNTY OF ORANGE )
On the ____ day of January, 2005, before me, a notary public in
and for said State, personally appeared _____________, known to me to be a
_______________ of Deutsche Bank Trust Company Americas, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ___ day of January, 2005, before me, a notary public in
and for said State, personally appeared ____________, known to me to be a
____________ of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of January, 2005, before me, a notary public in
and for said State, personally appeared, ____________, known to me to be a
_____________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of January, 2005, before me, a notary public in
and for said State, personally appeared ___________, known to me to be an
______________ of Xxxxx Fargo Bank, National Association, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
January 4, 2005
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Custodial Agreement, dated as of December 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo Bank,
National Association, relating to Mortgage-Backed Pass-Through
Certificates, Series 2004-SL4
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:
-------------------------------------
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_____________ , 2004
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Custodial Agreement, dated as of December 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo Bank,
National Association, relating to Mortgage-Backed Pass-Through
Certificates, Series 2004-SL4
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:
-------------------------------------
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ __, 2004
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Custodial Agreement, dated as of December 1, 2004, by and among
Deutsche Bank Trust Company Americas, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo Bank,
National Association, relating to Mortgage-Backed Pass-Through
Certificates, Series 2004-SL4
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:
-------------------------------------
EXHIBIT F-1
GROUP I LOAN SCHEDULE
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
1332922 487/998 F 350,000.00 ZZ
180 127,082.53 1
7.1250 3170.41 70
6.8750 3170.41
XXXXX XXXXXX XX 00000 2 09/24/93 00
8012825876 05 11/01/93 0.0000
6611071258 O 10/01/08
0
1332974 487/998 F 199,500.00 ZZ
180 63,792.85 1
7.3750 1835.25 75
7.0000 1835.25
XXXXXXXX XX 00000 1 08/16/93 00
8012842632 05 10/01/93 0.0000
7000036506 O 09/01/08
0
1335139 429/S48 F 350,000.00 ZZ
180 49,687.73 1
7.0000 3145.90 59
6.7500 3145.90
XXXXXXXXX XXXXXX 00000 4 09/01/93 00
4820177972 05 11/01/93 0.0000
93035295 O 10/01/08
0
1338176 614/M32 F 339,000.00 ZZ
180 121,287.20 1
6.7500 2999.84 60
6.5000 2999.84
XXXXXXX XX 00000 5 09/02/93 00
001146695 05 11/01/93 0.0000
0000000000 O 10/01/08
0
1338536 976/M32 F 475,000.00 ZZ
180 160,145.18 1
6.7500 4203.33 46
6.5000 4203.33
XXXXXXX XX 00000 2 06/16/93 00
302729033 05 08/01/93 0.0000
930010 O 07/01/08
0
1340755 570/M32 F 305,000.00 ZZ
180 30,218.17 1
6.8750 2720.16 70
6.6250 2720.16
XXX XXXXXXX XX 00000 2 08/20/93 00
007015183 05 10/01/93 0.0000
5361514 O 09/01/08
0
1341133 597/998 F 188,000.00 ZZ
180 69,132.26 1
6.8750 1676.69 74
6.5000 1676.69
XXXXXXXXX XX 00000 2 11/15/93 00
8414340961 05 01/01/94 0.0000
330411 O 12/01/08
0
1341136 405/943 F 483,750.00 ZZ
180 171,650.60 1
7.0000 4348.09 75
6.6250 4348.09
XXX XXXX XX 00000 5 08/05/93 00
577314001 05 10/01/93 0.0000
3140019 O 09/01/08
0
1341277 559/M32 F 400,000.00 ZZ
180 140,375.84 1
6.7500 3539.64 49
6.5000 3539.64
XXXX XXXXX XX 00000 2 08/18/93 00
001142405 05 10/01/93 0.0000
2026839 O 09/01/08
0
1341287 047/998 F 1,000,000.00 ZZ
180 352,886.81 1
6.8750 8918.55 65
6.6250 8918.55
XXX XXXXXXX XX 00000 2 08/25/93 00
8408403056 05 10/01/93 0.0000
840305 O 09/01/08
0
1341309 560/560 F 370,000.00 ZZ
180 118,573.31 1
6.2500 3172.46 80
6.1250 3172.46
XXXXXXXX XX 00000 1 05/20/93 00
220829287 05 07/01/93 0.0000
463437301 O 06/01/08
0
1341529 470/Y26 F 770,000.00 ZZ
180 273,972.31 1
6.6250 6760.56 70
6.3750 6760.56
XXXXX XX 00000 2 09/09/93 00
27008278 05 11/01/93 0.0000
27008278 O 10/01/08
0
1341696 405/943 F 425,000.00 ZZ
180 149,975.60 1
6.8750 3790.39 43
6.6250 3790.39
XXXXXXXXXX XXXXX 00000 5 08/20/93 00
577316817 05 10/01/93 0.0000
3168176 O 09/01/08
0
1341778 575/M32 F 505,600.00 ZZ
180 114,845.02 1
6.7500 4474.10 80
6.5000 4474.10
XXXXXXXX XX 00000 1 06/14/93 00
302737085 05 08/01/93 0.0000
436005318 O 07/01/08
0
1341786 669/514 F 135,500.00 ZZ
180 45,036.61 1
6.6250 1189.68 68
6.3750 1189.68
XXXXXXXXXX XX 00000 2 09/10/93 00
740619 05 11/01/93 0.0000
276949 O 10/01/08
0
1341990 299/025 F 598,400.00 ZZ
180 105,754.80 1
6.8750 5336.86 80
6.6250 5336.86
XXXXXXX XX 00000 1 08/31/93 00
0102243714 05 10/01/93 0.0000
224371 O 09/01/08
0
1342148 627/M32 F 352,500.00 ZZ
180 125,746.89 1
7.1250 3193.05 75
6.8750 3193.05
XXXXX XXXXX XX 00000 2 08/18/93 00
001142694 03 10/01/93 0.0000
22976 O 09/01/08
0
1342540 232/998 F 372,000.00 ZZ
180 126,244.02 1
6.7500 3291.86 80
6.5000 3291.86
XXXXXXX XX 00000 2 07/29/93 00
8437768065 05 09/01/93 0.0000
776806 O 08/01/08
0
1342658 147/943 F 700,000.00 ZZ
180 258,723.75 1
7.5000 6489.09 74
7.2500 6489.09
XXXXXXX XX 00000 2 09/22/93 00
577026134 05 11/01/93 0.0000
317974 O 10/01/08
0
1342925 028/M32 F 477,000.00 ZZ
180 160,878.01 1
6.5000 4155.18 57
6.2500 4155.18
XXXX XXXXXX XX 00000 2 07/19/93 00
001142074 05 09/01/93 0.0000
089241 O 08/01/08
0
1344231 560/560 F 406,000.00 ZZ
180 132,280.93 1
6.6250 3564.65 43
6.5000 3564.65
XXXXXXX XXXXX XX 00000 5 07/22/93 00
220951800 05 09/01/93 0.0000
430605907 O 08/01/08
0
1344237 560/560 F 355,000.00 ZZ
180 122,142.94 1
6.7500 3141.43 90
6.6250 3141.43
XXXXXXXXXXXX XX 00000 6 07/16/93 04
220927008 05 09/01/93 25.0000
198912107 O 08/01/08
0
1344303 562/562 F 300,000.00 ZZ
180 103,807.45 1
6.5000 2613.33 30
6.2500 2613.33
XXXXX XX 00000 5 08/19/93 00
29413849100000 05 10/01/93 0.0000
413849 O 09/01/08
0
1344618 562/562 F 400,000.00 ZZ
180 139,596.89 1
6.6250 3511.98 79
6.3750 3511.98
XXXXXXXX XX 00000 2 08/18/93 00
29418160800000 05 10/01/93 0.0000
418160 O 09/01/08
0
1344843 574/M32 F 165,000.00 ZZ
180 55,656.59 1
7.0000 1483.07 55
6.6250 1483.07
XXX XXXXXX XX 00000 2 10/05/93 00
001147370 01 12/01/93 0.0000
6606 O 11/01/08
0
1344930 694/G48 F 448,000.00 ZZ
180 62,002.17 1
6.7500 3964.40 70
6.5000 3964.40
XXXXXXX XXXX XX 00000 5 10/28/93 00
0637497 05 12/01/93 0.0000
0400101015 O 11/01/08
0
1348989 562/562 F 350,000.00 ZZ
180 125,220.71 1
6.7500 3097.19 50
6.5000 3097.19
XXXXXXXX XX 00000 5 09/08/93 00
29404913600000 05 11/01/93 0.0000
404913 O 10/01/08
0
1349050 614/M32 F 130,000.00 ZZ
180 49,060.56 3
7.6250 1214.37 52
7.1250 1214.37
XXXXXXXXX XXXXXX 00000 1 10/29/93 00
303648505 05 12/01/93 0.0000
0000000000 O 11/01/08
0
1349096 052/G06 F 1,000,000.00 ZZ
180 352,446.26 1
6.8750 8918.55 37
6.6250 8918.55
XXXXXX XX 00000 2 08/02/93 00
0655492841 05 10/01/93 0.0000
0000256340 O 09/01/08
0
1349328 356/356 F 365,000.00 ZZ
180 22,649.20 1
7.0000 3280.73 49
6.7500 3280.73
XXXXXX XX 00000 2 09/21/93 00
2042281 03 11/01/93 0.0000
2042281 O 10/01/08
0
1349559 627/M32 F 345,000.00 ZZ
180 103,321.79 1
7.2500 3149.38 75
7.0000 3149.38
XXXXX XXXXX XX 00000 2 09/28/93 00
001146851 03 12/01/93 0.0000
23438 O 11/01/08
0
1349841 614/998 F 153,000.00 ZZ
180 55,779.59 1
7.1250 1385.92 75
6.7500 1385.92
XXXXXXXXXXX XX 00000 2 10/08/93 00
8414324965 05 12/01/93 0.0000
6300004282 O 11/01/08
0
1349896 472/M32 F 475,000.00 ZZ
180 62,795.79 1
6.7500 4203.32 57
6.5000 4203.32
XXXX XXXX XX 00000 2 09/02/93 00
001144179 05 11/01/93 0.0000
006200652804 O 10/01/08
0
1350718 406/406 F 265,700.00 ZZ
180 98,454.44 1
7.1250 2406.79 66
6.8750 2406.79
XXXXX XX 00000 2 11/01/93 00
1144617 05 12/01/93 0.0000
1144607 O 11/01/08
0
1351287 076/998 F 214,000.00 ZZ
180 75,810.89 1
7.0000 1923.49 69
6.7500 1923.49
XXXXXXXX XX 00000 2 08/27/93 00
8432718024 05 10/01/93 0.0000
3271802 O 09/01/08
0
1351584 028/M32 F 60,600.00 ZZ
180 12,783.63 1
6.8750 540.46 38
6.5000 540.46
XXXXXX XX 00000 2 09/07/93 00
007015803 05 11/01/93 0.0000
091768 O 10/01/08
0
1351665 028/M32 F 80,500.00 ZZ
180 27,601.62 1
7.0000 723.56 47
6.5000 723.56
XXXXX XX 00000 2 08/30/93 00
007014749 05 11/01/93 0.0000
106122 O 10/01/08
0
1351968 447/447 F 224,000.00 ZZ
180 78,547.61 1
6.7500 1982.20 73
6.5000 1982.20
WADING XXXXX XX 00000 2 08/26/93 00
1264222 05 10/01/93 0.0000
1264222 O 09/01/08
0
1352136 447/447 F 485,000.00 ZZ
180 172,095.38 1
7.0000 4359.32 61
6.7500 4359.32
XXXX XXXXXXX XX 00000 2 08/24/93 00
1246411 05 10/01/93 0.0000
1246411 O 09/01/08
0
1352150 447/447 F 490,000.00 ZZ
180 167,876.35 1
7.1250 4438.58 70
6.8750 4438.58
XXXXXX XX 00000 2 06/25/93 00
1223428 05 08/01/93 0.0000
1223428 O 07/01/08
0
1352159 447/447 F 600,000.00 ZZ
180 212,902.13 1
7.0000 5392.97 55
6.7500 5392.97
XXXXX XXXX XX 00000 1 09/01/93 00
1241279 05 10/01/93 0.0000
1241279 O 09/01/08
0
1352212 447/447 F 386,000.00 ZZ
180 55,993.09 1
6.8750 3442.56 69
6.6250 3442.56
XXXXXXX XX 00000 2 07/27/93 00
1272097 03 09/01/93 0.0000
1272097 O 08/01/08
0
1352354 560/560 F 600,000.00 ZZ
180 214,665.70 1
6.7500 5309.46 60
6.6250 5309.46
XXXXXX XXX (XXXX 00000 2 09/08/93 00
221017163 05 11/01/93 0.0000
197647506 O 10/01/08
0
1352368 560/560 F 157,500.00 ZZ
180 55,525.37 1
6.8750 1404.67 75
6.7500 1404.67
XXXXXX XX 00000 1 08/17/93 00
220974703 05 10/01/93 0.0000
197558505 O 09/01/08
0
1352445 429/S48 F 70,850.00 ZZ
180 25,828.49 1
7.7500 666.90 70
7.5000 666.90
XXXXXXXXX XX 00000 2 08/05/93 00
0020228565 05 10/01/93 0.0000
93060443 O 09/01/08
0
1352729 447/447 F 373,000.00 ZZ
180 134,107.92 1
6.8750 3326.62 58
6.6250 3326.62
XXXXXXXXXX XX 00000 2 09/22/93 00
1325817 05 11/01/93 0.0000
1325817 O 10/01/08
0
1353266 195/998 F 350,000.00 ZZ
180 131,373.15 1
7.0000 3145.90 32
6.7500 3145.90
XXXX XXXX XX 00000 1 11/09/93 00
8414320161 05 01/01/94 0.0000
42044 O 12/01/08
0
1353583 334/M32 F 450,000.00 ZZ
180 161,884.44 1
6.8750 4013.35 70
6.6250 4013.35
XXXXXXXX XXXXXXX 00000 5 09/17/93 00
009965377 03 11/01/93 0.0000
996537 O 10/01/08
0
1353655 664/M32 F 976,500.00 ZZ
180 243,177.06 1
6.8750 8708.96 40
6.6250 8708.96
XXXXXXX XXXXX XX 00000 2 09/17/93 00
007018252 03 11/01/93 0.0000
1782838 O 10/01/08
0
1353988 614/998 F 203,150.00 ZZ
180 32,784.30 1
7.5000 1883.23 73
7.0000 1883.23
XXXXXXX XX 00000 2 08/25/93 00
8414304561 05 10/01/93 0.0000
7300005138 O 09/01/08
0
1354236 225/181 F 650,000.00 ZZ
180 150,700.22 1
6.8750 5797.06 60
6.6250 5797.06
XXX XXXXXX XX 00000 5 09/28/93 00
0000495726 05 12/01/93 0.0000
222790 O 11/01/08
0
1354237 051/M32 F 246,300.00 ZZ
180 49,567.08 1
7.0000 2213.81 75
6.6250 2213.81
XXX XXXXXXX XX 00000 2 10/01/93 00
007018351 01 12/01/93 0.0000
10102404 O 11/01/08
0
1354252 356/356 F 500,000.00 ZZ
180 190,684.95 1
7.3750 4599.62 69
7.1250 4599.62
XXX XXXXX XX 00000 2 11/05/93 00
2103166 05 01/01/94 0.0000
2103166 O 12/01/08
0
1354289 627/M32 F 213,000.00 ZZ
180 77,877.82 2
6.8750 1899.65 65
6.5000 1899.65
XXXXXXXX XX 00000 2 10/20/93 00
007022684 05 12/01/93 0.0000
23948 O 11/01/08
0
1354417 686/686 F 65,000.00 ZZ
180 24,074.21 1
7.6000 606.26 27
7.3500 606.26
XXXXXXX XXXXX XX 00000 2 09/10/93 00
0815455365 03 11/01/93 0.0000
030815455365 O 10/01/08
0
1354477 686/686 F 144,000.00 ZZ
180 51,066.00 1
6.5500 1258.36 70
6.3000 1258.36
XXXXXXX XXXXXXXX 00000 2 09/22/93 00
0815022256 05 11/01/93 0.0000
030815022256 O 10/01/08
0
1354546 686/686 F 360,000.00 ZZ
180 129,081.67 1
6.8000 3195.67 77
6.5500 3195.67
XXXXXXX XX 00000 5 09/24/93 00
0815439831 05 11/01/93 0.0000
030815439831 O 10/01/08
0
1354570 705/998 F 162,750.00 ZZ
180 59,958.13 1
7.0000 1462.85 75
6.6250 1462.85
XXXX XXXXXXXXXXX 00000 2 10/29/93 00
8414309966 05 12/01/93 0.0000
9330380 O 11/01/08
0
1354631 570/998 F 386,000.00 T
180 136,415.90 1
6.8750 3442.56 53
6.3750 3442.56
DUCK XXX XX 00000 2 09/17/93 00
8414280266 05 11/01/93 0.0000
5039805 O 10/01/08
0
1354925 550/550 F 560,000.00 ZZ
180 49,877.72 1
7.0750 5056.95 66
6.6250 5056.95
XXX XXXXXXX XX 00000 2 09/29/93 00
12012608600000 03 12/01/93 0.0000
120126086 O 11/01/08
0
1355184 560/560 F 487,500.00 ZZ
180 160,038.60 1
6.8750 4347.79 75
6.7500 4347.79
XXXXXXX XX 00000 6 09/09/93 00
221039142 05 11/01/93 0.0000
449007608 O 10/01/08
0
1355380 131/G06 F 337,550.00 ZZ
180 55,369.25 1
6.5000 2940.42 76
6.1250 2940.42
XXXXX XX 00000 2 09/22/93 00
0655492437 05 11/01/93 0.0000
8295682 O 10/01/08
0
1356090 074/G06 F 435,000.00 ZZ
180 145,656.45 1
6.7500 3849.36 75
6.5000 3849.36
XXXXXX XX 00000 1 07/30/93 00
0655490142 05 09/01/93 0.0000
9190448 O 08/01/08
0
1356358 274/181 F 440,000.00 ZZ
180 163,559.16 1
7.2500 4016.60 27
6.8750 4016.60
XXXXXXX XXXXX XX 00000 2 10/07/93 00
0004776160 03 12/01/93 0.0000
1930919624 O 11/01/08
0
1356729 562/562 F 174,000.00 ZZ
180 64,126.60 1
7.0000 1563.97 73
6.7500 1563.97
XXXXXXXX XX 00000 2 10/25/93 00
29420653800000 05 12/01/93 0.0000
420653 O 11/01/08
0
1357055 597/998 F 385,000.00 ZZ
180 147,134.92 1
7.5000 3569.00 70
7.1250 3569.00
XXXXXXX XX 00000 1 11/05/93 00
8414323363 05 01/01/94 0.0000
130638 O 12/01/08
0
1357087 073/998 F 445,600.00 ZZ
180 159,396.14 1
6.7500 3943.16 78
6.5000 3943.16
XXXXXXXX XX XXXX 00000 2 09/17/93 00
8414302664 05 11/01/93 0.0000
2942985 O 10/01/08
0
1357192 686/686 F 50,000.00 ZZ
180 17,903.81 1
6.4500 434.19 50
6.2000 434.19
XXXXXXXXX XX 00000 5 10/01/93 00
0815367602 05 12/01/93 0.0000
030815367602 O 11/01/08
0
1357243 686/686 F 87,500.00 ZZ
180 33,000.80 1
7.5400 813.13 68
7.2900 813.13
XXXXXXXXXX XX 00000 5 10/11/93 00
0815478144 05 12/01/93 0.0000
030815478144 O 11/01/08
0
1357445 163/998 F 320,000.00 ZZ
180 110,786.52 1
7.0000 2876.26 57
6.7500 2876.26
XXXXXXXXX XX 00000 5 07/12/93 00
8016756085 05 09/01/93 0.0000
370721486 O 08/01/08
0
1358063 028/M32 F 371,500.00 ZZ
180 134,701.00 1
6.6250 3261.75 66
6.3750 3261.75
XXXXX XXXX XX 00000 2 10/20/93 00
001153212 05 12/01/93 0.0000
106456 O 11/01/08
0
1358295 627/M32 F 463,000.00 ZZ
180 173,639.21 1
7.2500 4226.56 79
6.7500 4226.56
XXXXXXXX XX 00000 2 11/19/93 00
007029424 05 01/01/94 0.0000
24374 O 12/01/08
0
1358317 367/367 F 351,900.00 ZZ
180 128,098.56 1
6.7500 3114.00 68
6.5000 3114.00
XXXXXX XX 00000 2 10/04/93 00
0099113474 05 12/01/93 0.0000
75113474 O 11/01/08
0
1358345 635/447 F 170,000.00 ZZ
180 32,580.40 1
7.1250 1539.92 71
6.6250 1539.92
XXXXXXXX XX 00000 2 09/23/93 00
4076292 05 11/01/93 0.0000
3285665 O 10/01/08
0
1358352 201/M32 F 186,500.00 ZZ
180 43,842.07 1
7.5000 1728.88 66
6.8750 1728.88
XXX XX XXXXXXXXX 00000 2 10/05/93 00
305566804 05 12/01/93 0.0000
280066391 O 11/01/08
0
1358501 403/998 F 410,000.00 ZZ
180 146,439.20 1
6.3750 3543.43 74
6.1250 3543.43
XXXXXXXXX XX 00000 2 10/21/93 00
8414313067 05 12/01/93 0.0000
1932896 O 11/01/08
0
1358936 083/998 F 523,600.00 ZZ
180 189,850.38 1
6.6250 4597.18 71
6.3750 4597.18
XXXXX XXXX XX 00000 2 10/05/93 00
8414323967 05 12/01/93 0.0000
618496 O 11/01/08
0
1358951 209/209 F 290,752.27 ZZ
180 102,239.65 1
7.7500 2736.78 74
6.5000 2736.78
XXXXXXXXXXX XX 00000 1 06/16/93 00
0845776 05 09/01/93 0.0000
890845776 O 08/01/08
0
1359246 635/447 F 48,000.00 ZZ
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180 299,554.44 1
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6.1250 2981.66
XXXXXXXX XX 00000 2 11/01/01 00
0433432853 05 01/01/02 0.0000
2014947 O 12/01/16
0
6583364 975/G01 F 399,000.00 ZZ
180 321,380.55 1
6.1250 3393.99 74
5.8750 3393.99
XXXXXX XX 00000 5 11/07/01 00
0433406998 05 01/01/02 0.0000
2015424 O 12/01/16
0
6683508 E22/G01 F 1,000,000.00 ZZ
180 867,393.93 1
6.5000 8711.07 39
6.2500 8711.07
XXXXX XXXXX XX 00000 2 11/20/01 00
0413225301 05 01/01/02 0.0000
0413225301 O 12/01/16
0
6683696 E22/G01 F 360,000.00 ZZ
180 294,280.03 1
6.5000 3135.99 51
6.2500 3135.99
XXXX XXXXX XX 00000 5 11/19/01 00
0413325341 03 01/01/02 0.0000
0413325341 O 12/01/16
0
6707352 E22/G01 F 374,000.00 ZZ
180 324,296.43 1
6.2500 3206.76 30
6.0000 3206.76
XXXXXXX XXXXX XX 00000 2 11/16/01 00
0413263690 03 01/01/02 0.0000
0413263690 O 12/01/16
0
6730832 550/550 F 523,000.00 ZZ
180 452,010.04 1
5.9500 4399.26 19
5.7000 4399.26
XXX XXXXXXX XX 00000 2 11/14/01 00
12055542500000 05 01/01/02 0.0000
12055542 O 12/01/16
0
6770256 E22/G01 F 398,000.00 ZZ
180 339,507.27 1
6.3750 3439.72 75
6.1250 3439.72
XXXXXX XXXXX XXX 00000 5 11/26/01 00
0413264086 03 01/01/02 0.0000
0413264086 O 12/01/16
0
6813234 E22/G01 F 375,000.00 ZZ
180 315,766.70 1
6.3750 3240.94 63
6.1250 3240.94
XXXXXX XXX XX 00000 5 11/26/01 00
0413221490 03 01/01/02 0.0000
0413221490 O 12/01/16
0
Total Number of Loans 266
Total Original Balance 94,457,199.21
Total Principal Balance 44,870,245.91
Total Original P+I 841,631.85
Total Current P+I 841,631.85
Fixed Rate Passthru
Loan Number Sub Serv Fee
Principal Bal Mstr Serv Fee
Curr Note Rate Alloc Exp
Net Curr Misc Exp
Investor Rate Spread
Post Strip Rate Strip
1332922 0.2500
127082.53 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1332974 0.3750
63792.85 0.0500
7.3750 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1335139 0.2500
49687.73 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1338176 0.2500
121287.20 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1338536 0.2500
160145.18 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1340755 0.2500
30218.17 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1341133 0.3750
69132.26 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1341136 0.3750
171650.60 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1341277 0.2500
140375.84 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1341287 0.2500
352886.81 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1341309 0.1250
118573.31 0.0500
6.2500 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1341529 0.2500
273972.31 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1341696 0.2500
149975.60 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1341778 0.2500
114845.02 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1341786 0.2500
45036.61 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1341990 0.2500
105754.80 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1342148 0.2500
125746.89 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1342540 0.2500
126244.02 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1342658 0.2500
258723.75 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.2000 0.0000
1342925 0.2500
160878.01 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1344231 0.1250
132280.93 0.0500
6.6250 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1344237 0.1250
122142.94 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1344303 0.2500
103807.45 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1344618 0.2500
139596.89 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1344843 0.3750
55656.59 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1344930 0.2500
62002.17 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1348989 0.2500
125220.71 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1349050 0.5000
49060.56 0.0500
7.6250 0.0000
7.1250 0.0000
7.0750
7.0750 0.0000
1349096 0.2500
352446.26 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1349328 0.2500
22649.20 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1349559 0.2500
103321.79 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1349841 0.3750
55779.59 0.0500
7.1250 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1349896 0.2500
62795.79 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1350718 0.2500
98454.44 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1351287 0.2500
75810.89 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1351584 0.3750
12783.63 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1351665 0.5000
27601.62 0.0500
7.0000 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1351968 0.2500
78547.61 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1352136 0.2500
172095.38 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1352150 0.2500
167876.35 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1352159 0.2500
212902.13 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1352212 0.2500
55993.09 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1352354 0.1250
214665.70 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1352368 0.1250
55525.37 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1352445 0.2500
25828.49 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.4500 0.0000
1352729 0.2500
134107.92 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1353266 0.2500
131373.15 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1353583 0.2500
161884.44 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1353655 0.2500
243177.06 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1353988 0.5000
32784.30 0.0500
7.5000 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1354236 0.2500
150700.22 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1354237 0.3750
49567.08 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1354252 0.2500
190684.95 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0750 0.0000
1354289 0.3750
77877.82 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1354417 0.2500
24074.21 0.0500
7.6000 0.0000
7.3500 0.0000
7.3000
7.3000 0.0000
1354477 0.2500
51066.00 0.0500
6.5500 0.0000
6.3000 0.0000
6.2500
6.2500 0.0000
1354546 0.2500
129081.67 0.0500
6.8000 0.0000
6.5500 0.0000
6.5000
6.5000 0.0000
1354570 0.3750
59958.13 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1354631 0.5000
136415.90 0.0500
6.8750 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1354925 0.4500
49877.72 0.0500
7.0750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1355184 0.1250
160038.60 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1355380 0.3750
55369.25 0.0500
6.5000 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1356090 0.2500
145656.45 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1356358 0.3750
163559.16 0.0500
7.2500 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1356729 0.2500
64126.60 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1357055 0.3750
147134.92 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0750 0.0000
1357087 0.2500
159396.14 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1357192 0.2500
17903.81 0.0500
6.4500 0.0000
6.2000 0.0000
6.1500
6.1500 0.0000
1357243 0.2500
33000.80 0.0500
7.5400 0.0000
7.2900 0.0000
7.2400
7.2400 0.0000
1357445 0.2500
110786.52 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1358063 0.2500
134701.00 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1358295 0.5000
173639.21 0.0500
7.2500 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1358317 0.2500
128098.56 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1358345 0.5000
32580.40 0.0500
7.1250 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1358352 0.6250
43842.07 0.0500
7.5000 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1358501 0.2500
146439.20 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1358936 0.2500
189850.38 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1358951 1.2500
102239.65 0.0500
7.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1359246 0.3750
18663.52 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1359425 0.2500
170137.31 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1359462 0.2500
153397.20 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1359645 0.2500
110101.11 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1359668 0.2500
128238.75 0.0500
6.6500 0.0000
6.4000 0.0000
6.3500
6.3500 0.0000
1360183 0.2500
227314.01 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1360191 0.2500
124392.23 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1360224 0.2500
124232.90 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1360538 0.3750
106881.02 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1360548 0.2500
124320.44 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1360597 0.2500
170805.60 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1360638 0.2500
107407.85 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1360688 0.2500
102854.01 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1360821 0.2500
35047.40 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1360880 0.2500
24040.02 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1361267 0.2500
202711.96 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1361463 0.2500
130059.59 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1361545 0.2500
67113.17 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1362253 0.2500
130670.29 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1362279 0.2500
82852.48 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1362359 0.2500
33642.33 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1362530 0.2500
130289.92 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1362535 0.5000
14755.61 0.0500
7.3750 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1362791 0.2500
162556.66 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1362847 0.2500
107147.67 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1363200 0.3750
236579.13 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1363389 0.3750
81825.95 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1363908 0.2500
91546.60 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.2000 0.0000
1363914 0.6250
71842.48 0.0500
7.2500 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1364802 0.2500
49819.05 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.3250 0.0000
1365026 0.2500
85774.07 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.2000 0.0000
1365048 0.5000
21133.64 0.0500
7.5000 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1365205 0.2500
94553.05 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.2000 0.0000
1367271 0.2500
115607.41 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1367569 0.2500
55895.92 0.0500
6.8000 0.0000
6.5500 0.0000
6.5000
6.5000 0.0000
1367735 0.2500
132694.56 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1367741 0.2500
158561.14 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1367801 0.2500
171726.43 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1368435 0.2500
73852.42 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0750 0.0000
1368535 0.2500
190537.29 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1368685 0.2500
127368.14 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1369303 0.2500
43608.23 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1369537 0.2500
140000.12 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1369737 0.2500
90045.19 0.0500
7.1500 0.0000
6.9000 0.0000
6.8500
6.8500 0.0000
1370556 0.2500
188778.52 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1370583 0.2500
210359.76 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1370664 0.2500
167793.94 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1371308 0.1250
15531.17 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1372010 0.2500
146205.54 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1372097 0.2500
77454.95 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1372274 0.2500
120141.18 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5750 0.0000
1372671 0.3750
118490.92 0.0500
7.3750 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1372772 0.2500
149299.46 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1372802 0.2500
207930.54 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1373134 0.2500
129056.46 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1373388 0.2500
165674.29 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1374522 0.2500
124335.15 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1374807 0.2500
103722.15 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1374810 0.2500
165437.82 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1374844 0.2500
90654.83 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1374848 0.2500
106870.50 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375070 0.6250
36191.28 0.0500
7.2500 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375085 0.2500
45350.62 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375255 0.2500
35895.50 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1375318 0.2500
60809.20 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375338 0.2500
173638.29 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375342 0.2500
106042.39 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375379 0.2500
142882.98 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1375382 0.2500
81120.47 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1375388 0.2500
193128.37 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1375782 0.2500
161725.62 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1376419 0.2500
137294.30 0.0500
6.8500 0.0000
6.6000 0.0000
6.5500
6.5500 0.0000
1377226 0.4250
41727.52 0.0500
6.8750 0.0000
6.4500 0.0000
6.4000
6.4000 0.0000
1377781 0.2500
208776.36 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1378616 0.3000
174612.58 0.0500
7.1250 0.0000
6.8250 0.0000
6.7750
6.7750 0.0000
1379689 0.1250
111234.22 0.0500
6.6750 0.0000
6.5500 0.0000
6.5000
6.5000 0.0000
1379834 0.1750
160972.97 0.0500
7.5000 0.0000
7.3250 0.0000
7.2750
7.2750 0.0000
1379847 0.1750
196113.99 0.0500
6.5000 0.0000
6.3250 0.0000
6.2750
6.2750 0.0000
1379982 0.1750
117844.85 0.0500
7.1250 0.0000
6.9500 0.0000
6.9000
6.9000 0.0000
1380052 0.2500
141177.07 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1380080 0.2500
142857.60 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1380083 0.2500
96213.85 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1380087 0.2500
189214.70 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1380089 0.2500
146696.21 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
1380454 0.1250
24934.03 0.0500
7.5000 0.0000
7.3750 0.0000
7.3250
7.3250 0.0000
1380673 0.8750
25755.72 0.0500
7.5000 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1380686 0.1750
238913.05 0.0500
6.3750 0.0000
6.2000 0.0000
6.1500
6.1500 0.0000
1380758 0.2500
78345.54 0.0500
8.8750 0.0000
8.6250 0.0000
8.5750
8.5750 0.0000
1380846 0.1250
83588.13 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.2000 0.0000
1380971 0.1750
162771.34 0.0500
7.0000 0.0000
6.8250 0.0000
6.7750
6.7750 0.0000
1381352 0.2500
159815.85 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1382204 0.1750
32880.98 0.0500
7.0000 0.0000
6.8250 0.0000
6.7750
6.7750 0.0000
1382237 0.2500
155696.97 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
1382238 0.2500
97195.85 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5750 0.0000
1382349 0.2500
30466.44 0.0500
8.6750 0.0000
8.4250 0.0000
8.3750
8.3750 0.0000
1382536 0.1750
145517.20 0.0500
7.1250 0.0000
6.9500 0.0000
6.9000
6.9000 0.0000
1382689 0.2500
107996.37 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5750 0.0000
1466698 0.2500
132605.29 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.4500 0.0000
1479449 0.5000
13226.95 0.0500
14.5000 0.0000
14.0000 0.0000
13.9500
13.9500 0.0000
1493446 0.2500
42708.72 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1572460 0.2500
116010.10 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.4500 0.0000
1626542 0.5000
27479.27 0.0500
11.1500 0.0000
10.6500 0.0000
10.6000
10.6000 0.0000
1639120 0.2500
62795.66 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5750 0.0000
1756615 0.2500
192373.43 0.0500
6.8500 0.0000
6.6000 0.0000
6.5500
6.5500 0.0000
1785995 0.2500
33485.99 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
8.4500 0.0000
1847084 0.2500
118060.34 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.4500 0.0000
1858995 0.2500
60025.55 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
8.2000 0.0000
1869143 0.2500
204768.67 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1869213 0.2500
336225.43 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1869723 0.2500
127119.67 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1873378 0.2500
274523.15 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1876726 0.2500
172392.95 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1877651 0.2500
201516.30 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1880986 0.2500
378356.13 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
1881611 0.2500
371771.48 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1882397 0.2500
92523.10 0.0500
6.1250 0.0000
5.8750 0.0000
5.8250
5.8250 0.0000
1883324 0.2500
41205.55 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1884512 0.2500
47479.51 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1884544 0.2500
287055.06 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
1884717 0.2500
260334.47 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1884820 0.2500
272891.13 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
1884861 0.2500
256662.33 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1884879 0.2500
247184.29 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1884883 0.2500
245090.33 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1884910 0.2500
417238.07 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1884945 0.2500
337510.58 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
1884951 0.2500
266566.63 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1884978 0.2500
185039.79 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
1884983 0.2500
186750.98 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1884989 0.2500
231405.59 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
1885004 0.2500
162386.69 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
1885022 0.2500
329217.18 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
1885077 0.2500
228695.48 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
1885084 0.2500
268874.34 0.0500
6.1250 0.0000
5.8750 0.0000
5.8250
5.8250 0.0000
3694923 0.2500
135996.94 0.0500
9.3750 0.0000
9.1250 0.0000
9.0750
9.0750 0.0000
4831157 0.2500
303206.23 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.9500 0.0000
5430503 0.2500
320755.66 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
5658449 0.2500
138471.42 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
5725246 0.2500
302340.81 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
5750292 0.2500
319274.71 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
5860420 0.2500
62689.08 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.8250 0.0000
5911132 0.2500
86266.44 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
6047306 0.2500
195518.12 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
6075800 0.7500
311243.13 0.0500
6.8750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6075820 0.7500
174917.83 0.0500
6.7500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
6075826 0.7500
285459.54 0.0500
6.8750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6075828 0.2500
286035.36 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
6083596 0.2500
301864.01 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105790 0.5000
429920.10 0.0500
6.7500 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105800 0.7500
404195.91 0.0500
7.0000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105802 0.7500
359555.63 0.0500
7.2500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
6105806 0.6250
285701.49 0.0500
6.8750 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105812 0.3750
279047.37 0.0500
6.6250 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105820 0.3750
418373.13 0.0500
6.6250 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105832 0.5000
426977.72 0.0500
6.7500 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105836 0.5000
345532.12 0.0500
6.7500 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105844 0.5000
101886.48 0.0500
6.7500 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105854 0.7500
286718.54 0.0500
7.0000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6105862 0.2500
311486.41 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6106076 0.5000
387805.93 0.0500
6.6250 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6115910 0.2500
302902.28 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6130212 0.2500
415997.38 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6138828 0.5000
300442.55 0.0500
6.8750 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6138850 0.2500
328937.25 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6138870 0.5000
460014.47 0.0500
6.7500 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6168266 0.2500
305675.20 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6168284 0.2500
293167.15 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.7000 0.0000
6278684 0.2500
623966.50 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6278750 0.2500
308319.09 0.0500
6.0000 0.0000
5.7500 0.0000
5.7000
5.7000 0.0000
6317628 0.2500
253228.09 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6345096 0.2500
432941.28 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6369906 0.2500
322900.01 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
6413262 0.2500
246072.48 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
6433930 0.2500
320211.00 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6471548 0.2500
427115.07 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5750 0.0000
6471552 0.2500
289414.70 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
6471568 0.2500
285721.93 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6471582 0.2500
430490.14 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.4500 0.0000
6514244 0.2500
157165.64 0.0500
5.8750 0.0000
5.6250 0.0000
5.5750
5.5750 0.0000
6515246 0.2500
322990.21 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.3250 0.0000
6521650 0.2500
299554.44 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6583364 0.2500
321380.55 0.0500
6.1250 0.0000
5.8750 0.0000
5.8250
5.8250 0.0000
6683508 0.2500
867393.93 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6683696 0.2500
294280.03 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.2000 0.0000
6707352 0.2500
324296.43 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
6730832 0.2500
452010.04 0.0500
5.9500 0.0000
5.7000 0.0000
5.6500
5.6500 0.0000
6770256 0.2500
339507.27 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
6813234 0.2500
315766.70 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0750 0.0000
Total Number of Loans: 266
Total Original Balance: 94,457,199.21
Total Principal Balance: 44,870,245.91
Total Original P+I: 841,631.85
Total Current P+I: 841,631.85
EXHIBIT F-2
GROUP II LOAN SCHEDULE
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
1357618 073/998 F 396,000.00 ZZ
360 328,389.92 1
6.6250 2535.63 80
6.3750 2535.63
XXXXXXXXXX XXXXX 19807 1 11/17/93 00
8414419666 05 01/01/94 0.0000
2973485 O 12/01/23
0
1370052 074/G06 F 250,000.00 ZZ
360 205,672.45 1
6.5000 1580.17 79
6.2500 1580.17
XXXXXXXX XX 00000 2 08/27/93 00
0655490001 05 11/01/93 0.0000
4794096 O 10/01/23
0
1370182 299/025 F 149,460.49 ZZ
251 139,690.64 1
6.5000 1090.65 44
6.2500 1090.65
XXXXXXXXXXXX XX 00000 5 01/15/03 00
0102451481 05 02/01/03 0.0000
245148 O 12/01/23
0
1370373 487/998 F 650,000.00 ZZ
360 519,118.82 1
6.5000 4108.44 44
6.2500 4108.44
XXXXXX XXXXX XX 00000 2 12/03/93 00
8012860717 05 02/01/94 0.0000
7000046290 O 01/01/24
0
1371102 052/670 F 444,000.00 ZZ
360 327,025.72 1
6.7500 2879.78 80
6.5000 2879.78
XXXXXXXXX XX 00000 1 12/06/93 00
3120497014 05 02/01/94 0.0000
271229 O 01/01/24
0
1374981 299/025 F 385,800.00 ZZ
360 323,094.91 1
6.7500 2502.30 90
6.5000 2502.30
XXXXXXXXXXXXX XX 00000 1 02/28/94 04
0102049350 05 04/01/94 17.0000
204935 O 03/01/24
0
1795954 765/G02 F 159,000.00 ZZ
360 144,461.96 1
6.3750 991.96 62
6.1250 991.96
XXX XXXXX XX 00000 2 10/06/98 00
0431089259 05 12/01/98 0.0000
143564 O 11/01/28
0
1850809 976/998 F 77,000.00 T
360 70,367.87 1
6.6250 493.04 70
6.3750 493.04
XXXXX XXXX XX 00000 1 11/20/98 00
8441547638 01 01/01/99 0.0000
5266827 O 12/01/28
0
1859476 637/G02 F 55,800.00 ZZ
360 51,543.61 1
6.7500 361.92 90
6.5000 361.92
XXXXXX XX 00000 3 12/07/98 10
0431157296 05 02/01/99 25.0000
0013928080 O 01/01/29
0
5172222 L46/L46 F 420,000.00 ZZ
360 403,067.80 1
6.7500 2724.12 73
6.5000 2724.12
XXXXXXXXX XX 00000 1 08/01/01 00
0000941369 03 09/01/01 0.0000
0000941369 O 08/01/31
0
5857016 367/367 F 365,362.41 ZZ
346 344,264.28 1
6.7500 2399.74 70
6.5000 2399.74
XXXXXXX XX 00000 1 10/01/01 00
0099243280 05 11/01/01 0.0000
99243280 O 08/01/30
0
5902228 696/G01 F 331,100.00 ZZ
360 313,531.31 1
6.7500 2147.51 80
6.5000 2147.51
XXXXXX XX 00000 1 10/09/01 00
0433252145 03 12/01/01 0.0000
24501021 O 11/01/31
0
5947064 470/G01 F 350,000.00 ZZ
360 337,456.11 1
6.7500 2270.10 52
6.5000 2270.10
XXXXXXXXX XX 00000 5 10/22/01 00
0433332426 05 12/01/01 0.0000
45000965 O 11/01/31
0
6010850 E22/G01 F 347,500.00 ZZ
360 334,952.71 1
6.6250 2225.08 80
6.3750 2225.08
XXXXXXX XX 00000 1 10/09/01 00
0412853624 05 12/01/01 0.0000
0412853624 O 11/01/31
0
6027122 944/G01 F 500,000.00 ZZ
360 481,868.56 1
6.6250 3201.56 34
6.3750 3201.56
XXXXXXX XX 00000 2 10/24/01 00
0433331949 05 12/01/01 0.0000
W01093118 O 11/01/31
0
6083852 E22/G01 F 615,594.00 ZZ
360 593,366.35 1
6.6250 3941.72 53
6.3750 3941.72
XXXXXXXXXX XX 00000 5 10/16/01 00
0413150756 05 12/01/01 0.0000
0413150756 O 11/01/31
0
6084552 W93/G01 F 339,200.00 ZZ
360 326,865.27 1
6.7500 2200.05 68
6.5000 2200.05
XXXXXX XX 00000 2 09/24/01 00
0433285327 03 11/01/01 0.0000
45351072 O 10/01/31
0
6177394 405/943 F 350,000.00 ZZ
360 337,556.49 1
6.8750 2299.25 45
6.5000 2299.25
XXXXXX XX 00000 5 09/14/01 00
1769884 05 11/01/01 0.0000
0017698846 O 10/01/31
0
6177530 405/943 F 373,200.00 ZZ
360 354,336.96 1
6.8750 2451.66 78
6.5000 2451.66
XXXX XXXXXX XX 00000 2 09/06/01 00
1774818 03 11/01/01 0.0000
0017748187 O 10/01/31
0
6437340 Q99/G01 F 185,000.00 ZZ
360 177,676.31 1
6.3750 1154.16 71
6.1250 1154.16
XXXXXXX XX 00000 5 11/16/01 00
0433404662 05 01/01/02 0.0000
1 O 12/01/31
0
7330999 405/943 F 398,000.00 ZZ
360 386,293.16 1
6.8750 2614.58 70
6.5000 2614.58
XXXXXXXX XX 00000 2 03/15/02 00
1305598 05 05/01/02 0.0000
0013055983 O 04/01/32
0
7396647 B57/G01 F 538,000.00 ZZ
360 521,436.33 1
6.6250 3444.87 71
6.3750 3444.87
XXXXXX XX 00000 2 03/28/02 00
0433928470 05 05/01/02 0.0000
2119831 O 04/01/32
0
7478287 286/286 F 400,000.00 ZZ
360 386,299.97 1
6.7500 2594.39 75
6.5000 2594.39
XXXXXX XXXXX XX 00000 5 11/09/01 00
1028984 05 01/01/02 0.0000
1028984 O 12/01/31
0
7478401 286/286 F 545,000.00 ZZ
360 526,433.37 1
6.2500 3355.66 68
6.0000 3355.66
XXXXXX XX 00000 2 02/14/02 00
969050 05 04/01/02 0.0000
969050 O 03/01/32
0
7515491 M45/G01 F 412,000.00 ZZ
360 400,023.01 1
6.7500 2672.23 80
6.5000 2672.23
XXXXXXXXXX XX 00000 1 04/08/02 00
0433902236 05 06/01/02 0.0000
A0331458 O 05/01/32
0
7539141 405/943 F 626,000.00 ZZ
360 607,161.08 1
6.7500 4060.22 80
6.5000 4060.22
XXX XXXXXXX XX 00000 1 03/27/02 00
1307255 03 05/01/02 0.0000
0013072558 O 04/01/32
0
7539189 405/943 F 380,900.00 ZZ
360 369,567.60 1
6.8750 2502.24 62
6.5000 2502.24
XXX XXXXX XX 00000 1 03/18/02 00
1829654 03 05/01/02 0.0000
0018296541 O 04/01/32
0
7539245 405/943 F 393,750.00 ZZ
360 381,900.19 1
6.7500 2553.86 75
6.5000 2553.86
XXXXXXX XX 00000 5 03/25/02 00
1831913 05 05/01/02 0.0000
0018319137 O 04/01/32
0
7539341 405/943 F 366,000.00 ZZ
360 355,187.12 1
6.8750 2404.36 71
6.5000 2404.36
XXXXX XXXXX XX 00000 2 04/05/02 00
1834997 05 05/01/02 0.0000
0018349977 O 04/01/32
0
7539475 405/943 F 355,000.00 ZZ
360 344,683.27 1
7.1250 2391.71 61
6.5000 2391.71
XXX XXXXXXXXX XX 00000 1 04/10/02 00
1805619 05 06/01/02 0.0000
0018056192 O 05/01/32
0
7539485 405/943 F 365,000.00 ZZ
360 353,395.93 1
7.0000 2428.36 69
6.5000 2428.36
XXX XXXXXXX XX 00000 2 04/09/02 00
1828286 05 06/01/02 0.0000
0018282863 O 05/01/32
0
7539493 405/943 F 387,000.00 ZZ
360 376,500.24 1
7.1250 2607.30 47
6.5000 2607.30
XXX XXXXXXXXX XX 00000 5 04/10/02 00
1829539 05 06/01/02 0.0000
0018295394 O 05/01/32
0
7539495 405/943 F 558,950.00 ZZ
360 542,701.38 1
6.7500 3625.34 65
6.5000 3625.34
XXX XXXX XX 00000 1 04/03/02 00
1830244 05 06/01/02 0.0000
0018302448 O 05/01/32
0
7539501 405/943 F 468,000.00 ZZ
360 453,171.78 1
6.8750 3074.43 80
6.5000 3074.43
XXXX XXXXXX XX 00000 1 04/11/02 00
1831929 03 06/01/02 0.0000
0018319293 O 05/01/32
0
7539507 405/943 F 630,000.00 ZZ
360 600,652.22 1
6.8750 4138.65 49
6.5000 4138.65
XXX XXXX XX 00000 5 04/01/02 00
1833250 05 06/01/02 0.0000
0018332502 O 05/01/32
0
7539523 405/943 F 646,500.00 ZZ
360 628,550.26 1
7.0000 4301.18 54
6.5000 4301.18
XXXXXXXXX XXXXXX 00000 2 04/02/02 00
1835124 05 06/01/02 0.0000
0018351247 O 05/01/32
0
7539561 405/943 F 384,000.00 ZZ
360 372,798.99 1
6.8750 2522.61 80
6.5000 2522.61
XX XXXXX XX 00000 2 04/10/02 00
1839047 03 06/01/02 0.0000
0018390476 O 05/01/32
0
7539583 405/943 F 405,000.00 ZZ
360 393,493.57 1
6.8750 2660.56 65
6.5000 2660.56
XXXXXX XXXXX XX 00000 5 04/09/02 00
6004933 05 06/01/02 0.0000
0060049335 O 05/01/32
0
7635715 998/998 F 390,399.00 ZZ
360 378,371.41 1
6.6250 2499.77 80
6.3750 2499.77
XX XXXXXXXXX XX 00000 1 03/29/02 00
8438220447 03 05/01/02 0.0000
3822044 O 04/01/32
0
7641475 405/943 F 363,500.00 ZZ
360 352,688.54 1
7.0000 2418.37 80
6.5000 2418.37
XXXXXXXX XX 00000 2 04/03/02 00
1308093 05 06/01/02 0.0000
0013080932 O 05/01/32
0
7642117 W57/G01 F 479,300.00 ZZ
360 464,875.46 1
6.7500 3108.74 77
6.5000 3108.74
XXXXXX XXXXXXXXX 00000 2 03/22/02 00
0433941622 03 05/01/02 0.0000
211009172 O 04/01/32
0
7674129 E22/G01 F 400,000.00 ZZ
360 376,131.77 1
6.7500 2594.39 68
6.5000 2594.39
XXXXXXXXX XX 00000 1 04/23/02 00
0413973702 05 06/01/02 0.0000
0413973702 O 05/01/32
0
7680383 405/943 F 315,000.00 ZZ
360 305,942.98 1
7.0000 2095.70 76
6.5000 2095.70
XXXXXXXXX XX 00000 1 03/15/02 00
1304769 05 05/01/02 0.0000
0013047691 O 04/01/32
0
7680639 405/943 F 430,000.00 ZZ
360 418,211.84 1
6.8750 2824.80 73
6.5000 2824.80
XXXXX XXXX XX 00000 2 05/01/02 00
1845267 05 07/01/02 0.0000
0018452672 O 06/01/32
0
7680643 405/943 F 426,000.00 ZZ
360 414,118.93 1
6.8750 2798.52 77
6.5000 2798.52
XXXXXXXX XXXX XX 00000 2 05/01/02 00
1845528 05 07/01/02 0.0000
0018455287 O 06/01/32
0
7742377 E45/G01 F 525,000.00 ZZ
360 509,738.34 1
6.7500 3405.14 70
6.5000 3405.14
XXXXXXXX XX 00000 5 04/15/02 00
0434109732 05 06/01/02 0.0000
216871 O 05/01/32
0
7753415 313/G01 F 375,000.00 ZZ
360 362,873.40 1
6.6250 2401.17 40
6.3750 2401.17
UNIVERSITY PARFL 34201 5 04/19/02 00
0434129557 03 06/01/02 0.0000
8648313 O 05/01/32
0
7766343 E22/G01 F 356,000.00 ZZ
360 346,151.01 1
6.6250 2279.51 68
6.3750 2279.51
XXXX XXXXX XX 00000 2 06/06/02 00
0414129262 05 08/01/02 0.0000
0414129262 O 07/01/32
0
7773425 405/943 F 412,000.00 ZZ
360 400,860.13 1
6.7500 2672.23 66
6.5000 2672.23
XXXXX XXXX XX 00000 5 06/03/02 00
1848309 03 08/01/02 0.0000
0018483099 O 07/01/32
0
7778285 G75/E86 F 440,000.00 ZZ
360 426,565.08 1
6.7500 2853.84 61
6.5000 2853.84
XXXXXXX XX 00000 2 03/12/02 00
04615475 05 05/01/02 0.0000
04615475 O 04/01/32
0
7789339 601/G01 F 465,000.00 ZZ
360 451,482.54 1
6.7500 3015.98 80
6.5000 3015.98
XXXXXXXXX XX 00000 2 04/15/02 00
0434189726 05 06/01/02 0.0000
17994773 O 05/01/32
0
7797021 601/G01 F 590,000.00 ZZ
360 572,675.98 1
6.5000 3729.21 80
6.2500 3729.21
XXXXXXXXXXXX XX 00000 2 05/23/02 00
0434227500 05 07/01/02 0.0000
61435517 O 06/01/32
0
7797069 601/G01 F 358,400.00 ZZ
360 347,510.00 1
6.3750 2235.95 90
6.1250 2235.95
XXXXXXXX XX 00000 2 05/10/02 01
0434227666 03 07/01/02 25.0000
61443453 O 06/01/32
0
7802973 550/550 F 500,000.00 ZZ
360 486,230.28 1
6.6500 3209.83 53
6.4000 3209.83
XXXXXXX XXXXX XX 00000 1 06/11/02 00
12058694100000 05 08/01/02 0.0000
120586941 O 07/01/32
0
7815795 964/G01 F 440,000.00 ZZ
360 428,103.30 1
6.7500 2853.83 75
6.5000 2853.83
XXXXXX XX 00000 1 06/12/02 00
0434215570 05 08/01/02 0.0000
197195 O 07/01/32
0
7815863 964/G01 F 468,000.00 ZZ
360 453,649.74 1
6.7500 3035.44 80
6.5000 3035.44
XXXXX XXXXX XX 00000 1 06/13/02 00
0434210365 05 08/01/02 0.0000
217912 O 07/01/32
0
7823573 E22/G01 F 455,000.00 ZZ
360 442,697.77 1
6.7500 2951.12 70
6.5000 2951.12
XXXXXXX XX 00000 1 07/01/02 00
0414278838 05 08/01/02 0.0000
0414278838 O 07/01/32
0
7823587 E22/G01 F 416,000.00 ZZ
360 403,975.05 1
6.6250 2663.69 62
6.3750 2663.69
XXX XXXX XX 00000 2 06/18/02 00
0414290460 05 08/01/02 0.0000
0414290460 O 07/01/32
0
7832373 757/G01 F 488,000.00 ZZ
360 474,499.18 1
6.6250 3124.72 80
6.3750 3124.72
XXXXXXXXXXXXX XX 00000 1 07/01/02 00
0434278545 05 08/01/02 0.0000
1000774909 O 07/01/32
0
7835011 405/943 F 480,000.00 ZZ
360 463,890.79 1
6.8750 3153.26 80
6.5000 3153.26
XXXX XXXXXXXXXXX 00000 1 06/28/02 00
1855763 05 08/01/02 0.0000
0018557637 O 07/01/32
0
8269952 H58/G01 F 308,500.00 ZZ
360 298,562.04 1
6.3750 1924.64 64
6.1250 1924.64
XXXXXXXXX XX 00000 2 03/15/02 00
0433864055 05 05/01/02 0.0000
0000082209 O 04/01/32
0
8276160 405/943 F 404,000.00 ZZ
360 391,709.07 1
6.8750 2654.00 61
6.5000 2654.00
XXXXXXX XX 00000 2 02/15/02 00
1811639 05 04/01/02 0.0000
0018116392 O 03/01/32
0
Total Number of Loans 62
Total Original Balance 25,288,215.90
Total Principal Balance 24,086,072.15
Total Original P+I 164,015.24
Total Current P+I 164,015.24
Fixed Rate Passthru
Loan Number Sub Serv Fee
Principal Bal Mstr Serv Fee
Curr Note Rate Alloc Exp
Net Curr Misc Exp
Investor Rate Spread
Post Strip Rate Strip
1357618 0.2500
328389.92 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
1370052 0.2500
205672.45 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.0000 0.2000
1370182 0.2500
139690.64 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.0000 0.2000
1370373 0.2500
519118.82 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.0000 0.2000
1371102 0.2500
327025.72 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
1374981 0.2500
323094.91 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
1795954 0.2500
144461.96 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0000 0.0750
1850809 0.2500
70367.87 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
1859476 0.2500
51543.61 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
5172222 0.2500
403067.80 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
5857016 0.2500
344264.28 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
5902228 0.2500
313531.31 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
5947064 0.2500
337456.11 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
6010850 0.2500
334952.71 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
6027122 0.2500
481868.56 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
6083852 0.2500
593366.35 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
6084552 0.2500
326865.27 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
6177394 0.3750
337556.49 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
6177530 0.3750
354336.96 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
6437340 0.2500
177676.31 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0000 0.0750
7330999 0.3750
386293.16 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7396647 0.2500
521436.33 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7478287 0.2500
386299.97 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7478401 0.2500
526433.37 0.0500
6.2500 0.0000
6.0000 0.0000
5.9500
5.9500 0.0000
7515491 0.2500
400023.01 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539141 0.2500
607161.08 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539189 0.3750
369567.60 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539245 0.2500
381900.19 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539341 0.3750
355187.12 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539475 0.6250
344683.27 0.0500
7.1250 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539485 0.5000
353395.93 0.0500
7.0000 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539493 0.6250
376500.24 0.0500
7.1250 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539495 0.2500
542701.38 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539501 0.3750
453171.78 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539507 0.3750
600652.22 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539523 0.5000
628550.26 0.0500
7.0000 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539561 0.3750
372798.99 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7539583 0.3750
393493.57 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7635715 0.2500
378371.41 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7641475 0.5000
352688.54 0.0500
7.0000 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7642117 0.2500
464875.46 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7674129 0.2500
376131.77 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7680383 0.5000
305942.98 0.0500
7.0000 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7680639 0.3750
418211.84 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7680643 0.3750
414118.93 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7742377 0.2500
509738.34 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7753415 0.2500
362873.40 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7766343 0.2500
346151.01 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7773425 0.2500
400860.13 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7778285 0.2500
426565.08 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7789339 0.2500
451482.54 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7797021 0.2500
572675.98 0.0500
6.5000 0.0000
6.2500 0.0000
6.2000
6.0000 0.2000
7797069 0.2500
347510.00 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0000 0.0750
7802973 0.2500
486230.28 0.0500
6.6500 0.0000
6.4000 0.0000
6.3500
6.0000 0.3500
7815795 0.2500
428103.30 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7815863 0.2500
453649.74 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7823573 0.2500
442697.77 0.0500
6.7500 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
7823587 0.2500
403975.05 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7832373 0.2500
474499.18 0.0500
6.6250 0.0000
6.3750 0.0000
6.3250
6.0000 0.3250
7835011 0.3750
463890.79 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
8269952 0.2500
298562.04 0.0500
6.3750 0.0000
6.1250 0.0000
6.0750
6.0000 0.0750
8276160 0.3750
391709.07 0.0500
6.8750 0.0000
6.5000 0.0000
6.4500
6.0000 0.4500
Total Number of Loans: 62
Total Original Balance: 25,288,215.90
Total Principal Balance: 24,086,072.15
Total Original P+I: 164,015.24
Total Current P+I: 164,015.24
EXHIBIT F-3
GROUP III LOAN SCHEDULE
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
1354672 627/M32 F 400,000.00 ZZ
360 336,182.33 1
7.1250 2694.87 67
6.7500 2694.87
XXX XXXXXXX XX 00000 1 11/01/93 00
001151489 03 01/01/94 0.0000
24033 O 12/01/23
0
1356778 562/562 F 264,000.00 ZZ
360 199,651.53 1
6.8750 1734.30 80
6.6250 1734.30
BRIARCLIFF MANNY 10510 2 10/19/93 00
29425355500000 05 12/01/93 0.0000
425355 O 11/01/23
0
1357020 241/181 F 490,000.00 ZZ
360 410,413.39 1
7.1250 3301.23 73
6.8750 3301.23
XXXXXX XXXXX XXX 00000 2 10/18/93 00
0001092123 05 12/01/93 0.0000
1723170 O 11/01/23
0
1357823 052/670 F 337,500.00 ZZ
360 281,530.31 1
7.0000 2245.40 75
6.7500 2245.40
SCARSDALE, T/ONY 10583 1 09/23/93 00
0000000000 01 11/01/93 0.0000
254812 O 10/01/23
0
1357865 052/670 F 406,000.00 ZZ
360 339,191.99 1
7.1250 2735.30 60
6.8750 2735.30
XXXXX XXXXXXX XX 00000 5 09/16/93 00
3120272193 03 11/01/93 0.0000
264487 O 10/01/23
0
1358044 209/998 F 217,250.00 BB
360 182,207.68 1
7.1250 1463.66 89
6.7500 1463.66
XXXXXXXX XX 00000 1 10/25/93 11
8414309669 05 12/01/93 20.0000
931220565 O 11/01/23
0
1358223 606/M32 F 222,000.00 ZZ
360 174,761.69 1
7.1250 1495.66 68
6.6250 1495.66
XXXXXXXX XXXX XX 00000 5 10/21/93 00
001150127 05 12/01/93 0.0000
52000121 O 11/01/23
0
1358410 635/447 F 107,000.00 ZZ
360 91,693.07 1
8.0000 785.13 67
6.7500 785.13
XXXXXXX XX 00000 2 10/07/93 00
4075624 05 12/01/93 0.0000
3217247 O 11/01/23
0
1358674 077/G06 F 236,250.00 ZZ
360 179,343.16 1
7.1250 1591.66 90
6.8750 1591.66
XXXXXXXXXX XX 00000 1 10/27/93 11
0690028709 05 12/01/93 20.0000
331394 O 11/01/23
0
1358767 443/M32 F 290,000.00 ZZ
360 244,016.71 1
7.2500 1978.31 66
6.8750 1978.31
XXXXXXX XXXXX XX 00000 5 10/13/93 00
001150416 05 12/01/93 0.0000
21019004539 O 11/01/23
0
1358796 561/998 F 452,250.00 ZZ
360 379,303.48 1
7.1250 3046.90 77
6.7500 3046.90
XXXXXX XX 00000 5 10/25/93 00
8414324767 05 12/01/93 0.0000
0670836 O 11/01/23
0
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0413992223 05 08/01/02 25.0000
0413992223 O 07/01/32
0
7797055 601/G01 F 432,500.00 ZZ
360 421,032.54 1
7.2500 2950.42 77
7.0000 2950.42
XXXXX XXXXX XX 00000 2 04/12/02 00
0434193363 05 06/01/02 0.0000
22334866 O 05/01/32
0
7799183 E82/G01 F 355,500.00 ZZ
360 309,429.75 1
6.8750 2335.38 89
6.6250 2335.38
XXXXXX XX 00000 2 06/20/02 04
0400595823 05 08/01/02 25.0000
2001073 O 07/01/32
0
7802187 E22/G01 F 650,000.00 ZZ
360 632,825.42 1
6.8750 4270.04 74
6.6250 4270.04
XXXX XXXXX XX 00000 1 06/24/02 00
0414217737 03 08/01/02 0.0000
0414217737 O 07/01/32
0
7802591 E82/G01 F 460,000.00 ZZ
360 447,845.81 1
6.8750 3021.87 56
6.6250 3021.87
XXXXXX XXX XXXXX 00000 2 06/21/02 00
0400637856 05 08/01/02 0.0000
1996136 O 07/01/32
0
7803135 K68/G01 F 1,000,000.00 ZZ
360 974,181.56 1
7.0000 6653.03 67
6.7500 6653.03
XXXXXXX XX 00000 2 06/20/02 00
0434205969 05 08/01/02 0.0000
1315506 O 07/01/32
0
7805019 F60/G01 F 295,000.00 ZZ
360 287,729.86 1
7.2500 2012.42 56
7.0000 2012.42
XXX XXXXXXX XX 00000 1 06/18/02 00
0434208302 05 08/01/02 0.0000
446936 O 07/01/32
0
7810833 E84/G01 F 375,550.00 ZZ
360 365,946.00 1
7.2500 2561.91 84
7.0000 2561.91
XXXXXXXXX XX 00000 2 05/24/02 04
0434203352 03 07/01/02 12.0000
32804096 O 06/01/32
0
7814353 E82/G01 F 437,500.00 ZZ
360 394,489.76 1
6.8750 2874.06 59
6.6250 2874.06
XXXXXX XX 00000 2 06/24/02 00
0400643151 05 08/01/02 0.0000
1788207 O 07/01/32
0
7821137 E84/G01 F 500,000.00 ZZ
360 486,293.25 1
6.8750 3284.64 49
6.6250 3284.64
XXXXXXXX XX 00000 5 05/10/02 00
0434215521 05 07/01/02 0.0000
31020027 O 06/01/32
0
7821455 225/G01 F 327,250.00 ZZ
360 318,880.79 1
7.2500 2232.43 85
7.0000 2232.43
XXXXXXXXXX XX 00000 2 05/03/02 11
0434216842 05 07/01/02 12.0000
007362681 O 06/01/32
0
7821515 225/G01 F 510,000.00 T
360 496,130.65 1
7.0000 3393.04 57
6.7500 3393.04
XXXXX XXXX XXXXX 00000 2 05/13/02 00
0434218491 01 07/01/02 0.0000
007366968 O 06/01/32
0
7821535 225/G01 F 480,000.00 ZZ
360 467,141.29 1
7.0000 3193.45 26
6.7500 3193.45
XXXXX XXXX XXXXX 00000 1 05/08/02 00
0434219507 03 07/01/02 0.0000
006582074 O 06/01/32
0
7821549 225/G01 F 507,100.00 ZZ
360 493,322.23 1
6.8750 3331.29 68
6.6250 3331.29
XXXXX XX 00000 5 05/29/02 00
0434211777 03 08/01/02 0.0000
006585175 O 07/01/32
0
8261042 E82/G01 F 440,000.00 ZZ
360 425,050.97 1
7.0000 2927.33 75
6.7500 2927.33
XXXXXXX XXXX XX 00000 2 03/04/02 00
0400591756 05 05/01/02 0.0000
1522558 O 04/01/32
0
8285780 E22/G01 F 410,319.00 ZZ
360 398,250.07 1
6.8750 2695.50 66
6.6250 2695.50
XXXXX XXXXXX XX 00000 2 03/05/02 00
0413616236 05 05/01/02 0.0000
0413616236 O 04/01/32
0
8286928 N28/G01 F 420,000.00 ZZ
360 408,201.68 1
7.1250 2829.62 60
6.8750 2829.62
XXXXXXX XX 00000 5 03/07/02 00
0433827979 05 05/01/02 0.0000
27808 O 04/01/32
0
Total Number of Loans 207
Total Original Balance 72,547,111.26
Total Principal Balance 64,373,884.91
Total Original P+I 484,059.88
Total Current P+I 484,059.88
Fixed Rate Passthru
Loan Number Sub Serv Fee
Principal Bal Mstr Serv Fee
Curr Note Rate Alloc Exp
Net Curr Misc Exp
Investor Rate Spread
Post Strip Rate Strip
1354672 0.3750
336182.33 0.0500
7.1250 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1356778 0.2500
199651.53 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1357020 0.2500
410413.39 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1357823 0.2500
281530.31 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1357865 0.2500
339191.99 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1358044 0.3750
182207.68 0.0500
7.1250 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1358223 0.5000
174761.69 0.0500
7.1250 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1358410 1.2500
91693.07 0.0500
8.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1358674 0.2500
179343.16 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1358767 0.3750
244016.71 0.0500
7.2500 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1358796 0.3750
379303.48 0.0500
7.1250 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1358797 0.2500
185147.45 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1358816 0.2500
226740.80 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359099 0.2500
311754.54 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359308 0.7500
139985.27 0.0500
7.3750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359351 1.0000
184746.48 0.0500
7.6250 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359464 0.2500
276648.44 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1359781 0.2500
45378.01 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1359830 0.2500
80737.09 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1359864 1.0000
251529.42 0.0500
7.6250 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359939 0.5000
189854.03 0.0500
7.1250 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359953 0.3750
191545.48 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359954 0.8750
209909.16 0.0500
7.5000 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359961 0.7500
321801.00 0.0500
7.3750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1359997 0.3750
376174.65 0.0500
7.0000 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1361038 0.1250
434517.01 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1361067 0.1250
263735.25 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1361073 0.1250
143338.91 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1361089 0.1250
291600.96 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1361090 0.1250
290799.89 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1361142 0.1250
310992.04 0.0500
7.1250 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1361673 0.2500
91393.32 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1361769 0.1250
464954.15 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1361776 0.1250
722272.35 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1361902 0.1250
161482.48 0.0500
7.0000 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1362081 0.2500
114489.86 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1362204 0.2500
275745.65 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1365571 0.5000
247932.94 0.0500
7.1250 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1365815 0.2500
233778.88 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1366876 0.2500
546147.52 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1369190 0.2500
70729.42 0.0500
7.1500 0.0000
6.9000 0.0000
6.8500
6.5000 0.3500
1370266 0.2500
357383.42 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1370638 0.6250
356535.26 0.0500
7.2500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1370798 0.2500
358092.66 0.0500
6.9000 0.0000
6.6500 0.0000
6.6000
6.5000 0.1000
1370816 0.2500
114775.39 0.0500
6.9000 0.0000
6.6500 0.0000
6.6000
6.5000 0.1000
1370882 0.2500
285401.87 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1371019 0.2500
265436.17 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1371106 0.2500
836704.11 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1371567 0.2500
92865.01 0.0500
7.1500 0.0000
6.9000 0.0000
6.8500
6.5000 0.3500
1371761 0.3750
130524.57 0.0500
7.2500 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1371795 0.2500
194674.39 0.0500
6.8000 0.0000
6.5500 0.0000
6.5000
6.5000 0.0000
1373145 0.2500
186790.04 0.0500
6.8500 0.0000
6.6000 0.0000
6.5500
6.5000 0.0500
1373217 0.2500
349440.70 0.0500
6.8500 0.0000
6.6000 0.0000
6.5500
6.5000 0.0500
1373374 0.2500
320188.18 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1373844 0.1250
138037.81 0.0500
7.0000 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1373961 0.1250
267622.19 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1374001 0.1250
402226.07 0.0500
6.7500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1374047 0.1250
327236.05 0.0500
7.1250 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1374216 0.1250
293246.16 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1374275 0.1250
312641.20 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1374358 0.1250
567752.29 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1374708 0.2500
170174.08 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1375280 0.2500
347553.81 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1375672 0.2500
398082.09 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1375690 0.2500
170999.11 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1376505 0.2500
334964.32 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1376554 0.2500
160993.55 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1376976 0.2500
416139.51 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1377196 0.1250
411598.85 0.0500
7.0000 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1377648 0.1250
186724.23 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1378035 0.2500
289841.56 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1378129 0.2500
307042.49 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1378143 0.2500
296829.66 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1378181 0.2500
676081.75 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1378235 0.1250
286270.48 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1378258 0.6250
147005.25 0.0500
7.2500 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1378558 0.2500
80282.11 0.0500
7.1000 0.0000
6.8500 0.0000
6.8000
6.5000 0.3000
1378671 0.1250
312876.75 0.0500
6.8750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1379022 0.2500
338934.50 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1689823 0.2500
223630.46 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1717850 0.2500
122463.50 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1723903 0.2500
73030.13 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1798786 0.2500
97491.70 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1805578 0.2500
121616.63 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1808790 0.2500
369766.52 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1816667 0.2500
145584.99 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1817400 0.2500
48552.01 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1825344 0.2500
151190.28 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1826212 0.2500
41312.41 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1834663 0.2500
139491.99 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1834944 0.2500
207978.34 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1835011 0.2500
590163.47 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1838595 0.2500
333240.92 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1839956 0.2500
43371.88 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1841278 0.2500
59993.13 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1844597 0.2500
58431.38 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1844669 0.2500
393371.42 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1846148 0.2500
366452.45 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1847454 0.2500
328612.12 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1850377 0.2500
50359.17 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1850900 0.2500
340263.66 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1850953 0.2500
101283.03 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
1859466 0.2500
70930.93 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1864898 0.2500
72973.98 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1885270 0.2500
41062.41 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
1889360 0.2500
212829.81 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1894764 0.2500
92858.51 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1896065 0.2500
102081.64 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1904457 0.2500
110454.43 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1906726 0.2500
116002.78 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1908918 0.5000
65786.02 0.0500
7.5000 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
1909666 0.2500
235125.75 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1911276 0.2500
54983.66 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1923867 0.2500
260367.03 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
1923931 0.2500
337339.25 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
2704710 0.2500
81138.27 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
2827361 0.2500
93039.53 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5260991 0.2500
321254.10 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
5428226 0.2500
331930.80 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
5520661 0.2500
371618.54 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5556590 0.2500
347337.58 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
5581953 0.2500
443367.24 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5600692 0.2500
201211.13 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5660061 0.2500
130491.72 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
5668671 0.2500
281363.25 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
5704692 0.2500
417946.77 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5811802 0.2500
393879.11 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
5821786 0.2500
613088.54 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
5835830 0.2500
362427.80 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
5874670 0.2500
315055.36 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
5985958 0.2500
658943.35 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
5999954 0.2500
429785.47 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
6075456 0.6250
320904.55 0.0500
7.3750 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
6075462 0.3750
324247.12 0.0500
7.1250 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
6087340 0.2500
626632.63 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
6190242 0.2500
397190.02 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
6336500 0.2500
347558.18 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
6587616 0.2500
350362.19 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
6661942 0.2500
483084.30 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
6911869 0.2500
369547.08 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
6941931 0.2500
877059.30 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7011442 0.2500
579802.61 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7020565 0.2500
420067.39 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7035741 0.2500
358849.78 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7144869 0.2500
436124.34 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7196217 0.2500
353293.42 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7211157 0.2500
373358.52 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7211517 0.2500
420927.58 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7323949 0.2500
344656.46 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7397945 0.2500
539232.08 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7399833 0.2500
324398.78 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7478173 0.2500
526078.45 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7478241 0.2500
324100.32 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7478339 0.2500
68173.88 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7478365 0.2500
468152.66 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7503065 0.2500
433203.70 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7504061 0.2500
401144.81 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7525037 0.2500
309256.21 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7525193 0.2500
407911.87 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7635061 0.2500
381251.49 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7635703 0.2500
423924.97 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7636181 0.2500
476037.56 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7636393 0.2500
481989.59 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7642101 0.2500
631314.86 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7642103 0.2500
333396.02 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7650265 0.2500
422858.32 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7651257 0.2500
381166.81 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7657213 0.2500
372799.58 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7670131 0.2500
351568.43 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7691737 0.2500
333418.39 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7708487 0.2500
378189.84 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7727439 0.2500
60151.68 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7744069 0.2500
315023.96 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7754907 0.2500
412496.62 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7757849 0.2500
375946.43 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7759657 0.2500
422077.29 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7761653 0.2500
430159.38 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7766395 0.2500
354772.59 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7766669 0.2500
372623.12 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7769831 0.2500
422677.24 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7772261 0.2500
603200.87 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7772903 0.2500
331700.38 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7772939 0.2500
331797.55 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7775691 0.2500
54429.92 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7778315 0.2500
349454.67 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
7778395 0.2500
360315.90 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7780163 0.2500
383362.71 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7784877 0.2500
400140.38 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7789415 0.2500
422066.93 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7791911 0.2500
421616.71 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7795365 0.2500
131433.08 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7797055 0.2500
421032.54 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7799183 0.2500
309429.75 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7802187 0.2500
632825.42 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7802591 0.2500
447845.81 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7803135 0.2500
974181.56 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7805019 0.2500
287729.86 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7810833 0.2500
365946.00 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7814353 0.2500
394489.76 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7821137 0.2500
486293.25 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
7821455 0.2500
318880.79 0.0500
7.2500 0.0000
7.0000 0.0000
6.9500
6.5000 0.4500
7821515 0.2500
496130.65 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7821535 0.2500
467141.29 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
7821549 0.2500
493322.23 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
8261042 0.2500
425050.97 0.0500
7.0000 0.0000
6.7500 0.0000
6.7000
6.5000 0.2000
8285780 0.2500
398250.07 0.0500
6.8750 0.0000
6.6250 0.0000
6.5750
6.5000 0.0750
8286928 0.2500
408201.68 0.0500
7.1250 0.0000
6.8750 0.0000
6.8250
6.5000 0.3250
Total Number of Loans: 207
Total Original Balance: 72,547,111.26
Total Principal Balance: 64,373,884.91
Total Original P+I: 484,059.88
Total Current P+I: 484,059.88
EXHIBIT F-4
GROUP IV LOAN SCHEDULE
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
1343367 637/447 F 223,000.00 ZZ
360 178,158.94 1
7.5000 1559.25 70
7.2500 1559.25
XXXXXXXXXX XX 00000 1 10/29/93 00
2848209 05 12/01/93 0.0000
2607851 O 11/01/23
0
1349838 614/998 F 133,000.00 ZZ
360 8,846.85 1
7.6250 941.37 72
7.2500 941.37
XXXXXXX XX 00000 2 11/05/93 00
8414357460 05 01/01/94 0.0000
0000000000 O 12/01/23
0
1350836 560/560 F 310,000.00 ZZ
360 260,956.57 1
7.3750 2141.09 70
7.2500 2141.09
XXX XXXX XX 00000 2 08/31/93 00
221023732 05 11/01/93 0.0000
448930305 O 10/01/23
366191446
1354143 597/998 F 160,000.00 ZZ
360 82,818.59 1
7.8750 1160.11 38
7.5000 1160.11
XXXXXXX XX 00000 2 01/06/94 00
8414410160 05 03/01/94 0.0000
330537 O 02/01/24
0
1354286 429/S48 F 135,000.00 ZZ
360 63,920.81 1
7.5000 943.94 67
7.2500 943.94
XXXXXXXX XX 00000 2 12/06/93 00
0020274866 05 02/01/94 0.0000
93092140 O 01/01/24
0
1355929 201/M32 F 145,500.00 ZZ
360 121,493.68 1
7.5000 1017.36 68
7.2500 1017.36
XXXXX XXXXXXXXXX 00000 2 09/17/93 00
305565277 05 11/01/93 0.0000
180069415 O 10/01/23
0
1357521 163/998 F 237,600.00 ZZ
360 189,397.34 1
7.3750 1641.05 80
7.1250 1641.05
XXXXXXX XX 00000 1 08/24/93 00
8016758776 05 10/01/93 0.0000
370731036 O 09/01/23
0
1357573 163/998 F 340,000.00 ZZ
360 289,104.39 1
7.7500 2435.81 72
7.5000 2435.81
XXXXXXXXX XX 00000 5 10/01/93 00
8016756499 05 12/01/93 0.0000
370722838 O 11/01/23
0
1358493 314/M32 F 484,500.00 ZZ
360 368,061.82 1
7.3750 3346.32 75
7.1250 3346.32
XXXXXXX XXXXX XX 00000 2 10/14/93 00
007024664 01 12/01/93 0.0000
3004722 O 11/01/23
0
1359465 562/562 F 175,000.00 ZZ
360 145,225.49 2
7.7500 1253.73 70
7.5000 1253.73
XXXXX XX 00000 2 11/08/93 00
29424481000000 05 01/01/94 0.0000
424481 O 12/01/23
0
1359547 385/168 F 240,065.94 ZZ
333 193,619.76 1
7.7500 1756.30 74
7.3750 1756.30
XXXXXXXXX XX 00000 2 09/21/93 00
1175802 05 12/01/93 0.0000
0660084 O 08/01/21
0
1359616 635/447 F 170,000.00 ZZ
360 143,574.49 1
7.5000 1188.67 67
7.1250 1188.67
XXXXXXXXXXXX XXX 00000 2 10/20/93 00
4075639 05 12/01/93 0.0000
3220258 O 11/01/23
0
1359658 163/998 F 413,000.00 ZZ
360 272,728.47 1
7.6250 2923.19 70
7.3750 2923.19
XXXXXXX XX 00000 1 09/22/93 00
8016724638 05 11/01/93 0.0000
370532785 O 10/01/23
0
1359703 686/686 F 75,000.00 ZZ
360 63,783.61 1
7.6750 533.43 75
7.4250 533.43
XXXXXXXX XX 00000 1 10/20/93 00
0814914511 05 12/01/93 0.0000
030814914511 O 11/01/23
0
1359741 686/686 F 340,100.00 ZZ
360 276,893.04 1
7.5750 2395.52 75
7.3250 2395.52
XXXXXXXXXX XX 00000 1 10/26/93 00
0815677547 03 12/01/93 0.0000
030815677547 O 11/01/23
0
1360649 669/514 F 240,000.00 ZZ
360 202,591.36 1
7.3750 1657.62 80
7.1250 1657.62
XXXXXXX XX 00000 2 10/27/93 00
740649 05 12/01/93 0.0000
1002040 O 11/01/23
0
1360732 180/M32 F 396,000.00 ZZ
360 337,579.11 1
7.6250 2802.87 80
7.2500 2802.87
XXX XXXXXX XX 00000 1 12/06/93 00
001158302 05 02/01/94 0.0000
2822476 O 01/01/24
0
1360874 445/M32 F 289,000.00 ZZ
360 243,953.09 1
7.3750 1996.05 73
7.1250 1996.05
XXXXXX XXXXXX XX 00000 5 10/13/93 00
001151984 05 12/01/93 0.0000
60059 O 11/01/23
0
1360929 032/998 F 170,000.00 ZZ
360 131,547.58 1
7.8750 1232.62 65
7.5000 1232.62
XXXXXXX XX 00000 2 12/20/93 00
8414398167 05 02/01/94 0.0000
181116 O 01/01/24
0
1361297 567/998 F 220,000.00 ZZ
360 116,442.90 1
7.6250 1557.15 80
7.2500 1557.15
XXXXXXXXXXXX XX 00000 1 11/10/93 00
8414332364 05 01/01/94 0.0000
2097571 O 12/01/23
0
1361462 472/M32 F 300,000.00 ZZ
360 254,544.82 1
7.5000 2097.64 60
7.1250 2097.64
XXXXXX XXXXXX XX 00000 2 11/10/93 00
007028533 03 01/01/94 0.0000
006200663302 O 12/01/23
0
1362067 606/M32 F 187,500.00 ZZ
360 87,233.35 1
7.5000 1311.03 75
7.1250 1311.03
XXXXXXXXXX XX 00000 1 12/03/93 00
001154624 05 02/01/94 0.0000
33008490 O 01/01/24
0
1363240 562/562 F 103,000.00 ZZ
360 83,951.90 1
7.3750 711.40 53
7.1250 711.40
XXXXX XX 00000 2 11/24/93 00
29425108800000 05 01/01/94 0.0000
425108 O 12/01/23
0
1363961 487/998 F 290,000.00 ZZ
360 245,720.92 1
7.3750 2002.96 90
7.1250 2002.96
XXXXXXXXXX XX 00000 1 12/02/93 11
8012860204 05 02/01/94 17.0000
7000046009 O 01/01/24
0
1364338 032/998 F 100,300.00 ZZ
360 84,948.25 1
7.7500 718.56 63
7.3750 718.56
XXXXXXXXXXXX XX 00000 2 12/30/93 00
8414407968 09 02/01/94 0.0000
185321 O 01/01/24
0
1364440 051/M32 F 203,150.00 ZZ
360 173,112.90 1
7.6250 1437.88 75
7.2500 1437.88
XXXXXXXXX XXXXXX 00000 2 12/06/93 00
001154905 05 02/01/94 0.0000
10102800 O 01/01/24
0
1364882 334/M32 F 850,000.00 ZZ
360 723,423.56 1
7.6250 6016.25 57
7.1250 6016.25
XXX XXXXXXX XX 00000 2 11/10/93 00
009966318 05 01/01/94 0.0000
996631 O 12/01/23
0
1365155 405/943 F 215,839.27 ZZ
301 163,117.64 1
7.6250 1610.84 87
7.1250 1610.84
XXXXX XX 00000 1 09/02/93 10
577202564 03 11/01/93 20.0000
2025641 O 11/01/18
0
1365277 406/406 F 245,000.00 ZZ
324 96,707.31 1
7.7500 1806.70 60
7.5000 1806.70
XXXXXXXX XX 00000 2 01/31/94 00
1221605 05 03/01/94 0.0000
1221605 O 02/01/21
0
1366205 169/134 F 470,000.00 ZZ
360 163,067.55 1
7.7500 3367.14 45
7.5000 3367.14
XXXXXXXX XX 00000 2 04/08/93 00
0020798450 05 06/01/93 0.0000
8327530 O 05/01/23
0
1366667 560/560 F 130,000.00 ZZ
360 107,141.93 1
7.3750 897.88 73
7.2500 897.88
XXXXXX XX 00000 1 11/29/93 00
221198864 05 01/01/94 0.0000
98655201 O 12/01/23
0
1366713 560/560 F 247,000.00 ZZ
360 209,506.30 1
7.6250 1748.25 73
7.5000 1748.25
XXXXXXXX XX 00000 6 11/12/93 00
221175839 05 01/01/94 0.0000
98580300 O 12/01/23
0
1367103 744/M32 F 500,000.00 T
360 236,538.61 1
7.6250 3538.97 54
7.2500 3538.97
XXX XXXXXXXXX XX 00000 2 01/25/94 00
007052822 05 03/01/94 0.0000
71155 O 02/01/24
0
1367378 556/998 F 235,000.00 ZZ
360 199,391.73 1
7.5000 1643.16 84
7.2500 1643.16
XXXXXXXX XXXX XX 00000 2 11/24/93 11
8414396369 05 01/01/94 12.0000
705243 O 12/01/23
0
1367406 028/M32 F 535,000.00 ZZ
360 440,268.96 1
7.6250 3786.70 74
7.2500 3786.70
XXX XXXXXXX XX 00000 5 02/02/94 00
001164987 05 04/01/94 0.0000
108681 O 03/01/24
0
1367632 686/686 F 126,000.00 ZZ
360 103,801.10 1
7.5500 885.33 72
7.3000 885.33
XXXX XXXX XXXXXX 00000 1 11/30/93 00
0815595871 05 01/01/94 0.0000
30815595871 O 12/01/23
0
1367964 705/G02 F 126,000.00 ZZ
360 108,103.88 2
7.7500 902.69 75
7.5000 902.69
XXXXXXXX XX 00000 2 02/09/94 00
0430192187 05 04/01/94 0.0000
93030834 O 03/01/24
0
1368064 249/998 F 390,000.00 ZZ
360 333,412.88 1
7.7500 2794.01 44
7.3750 2794.01
XXXXXXXX XX 00000 5 12/10/93 00
8414404965 05 02/01/94 0.0000
606021794 O 01/01/24
0
1368129 052/670 F 283,500.00 ZZ
360 240,457.28 1
7.5000 1982.28 90
7.1250 1982.28
XXXXXXXXXX XXXXX 00000 1 12/08/93 14
3120647004 05 02/01/94 17.0000
276403 O 01/01/24
0
1368152 652/M32 F 500,000.00 ZZ
360 423,767.51 1
7.3750 3453.38 59
7.1250 3453.38
XXXXXXX XXXXXXXX 00000 2 11/19/93 00
004526497 03 02/01/94 0.0000
4526497 O 01/01/24
0
1368446 562/562 F 217,000.00 ZZ
360 184,791.60 1
7.6250 1535.92 73
7.3750 1535.92
XXXXXXXX XX 00000 2 12/29/93 00
29431577600000 05 02/01/94 0.0000
431577 O 01/01/24
0
1368498 696/998 F 249,700.00 ZZ
360 176,839.46 1
7.7500 1788.88 80
7.3750 1788.88
XXXXXX XXXXXX XX 00000 2 12/23/93 00
8414400062 05 02/01/94 0.0000
2024026 O 01/01/24
0
1368840 606/M32 F 240,300.00 ZZ
360 191,540.85 1
7.6250 1700.83 90
7.2500 1700.83
XXXXXX XXXX XXXX 00000 2 02/02/94 12
001164193 05 04/01/94 22.0000
32012243 O 03/01/24
0
1368959 686/686 F 54,000.00 ZZ
360 45,051.67 1
7.5500 379.43 54
7.3000 379.43
XXXXXXXXX XX 00000 5 12/09/93 00
0815728704 05 02/01/94 0.0000
30815728704 O 01/01/24
0
1368995 637/447 F 764,000.00 ZZ
360 650,467.75 1
7.5000 5342.00 70
7.2500 5342.00
XXXXXXXX XX 00000 2 01/21/94 00
2856802 03 03/01/94 0.0000
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0
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0
2835446 074/074 F 101,000.00 T
360 49,565.26 1
7.6250 714.88 80
7.3750 714.88
XXXXXXX XX 00000 1 05/25/99 00
1589343097 03 08/01/99 0.0000
1589343097 O 07/01/29
0
3606769 623/G02 F 172,900.00 ZZ
360 164,670.56 1
7.7500 1238.68 85
7.5000 1238.68
XXXX XXXX XXXXXX 00000 2 06/14/00 04
0432149532 05 08/01/00 12.0000
1472510 O 07/01/30
0
5705038 E82/G01 F 339,500.00 ZZ
360 328,325.56 1
7.3750 2344.84 77
7.1250 2344.84
XXXXXXX XX 00000 2 09/26/01 00
0400489837 05 11/01/01 0.0000
0400489837 O 10/01/31
0
6175162 994/998 F 360,000.00 ZZ
360 347,835.30 1
7.3750 2486.44 38
7.1250 2486.44
XXXXXXXX XX 00000 1 08/31/01 00
8022224102 05 10/01/01 0.0000
0000000000 O 09/01/31
0
6188466 E22/G01 F 109,250.00 ZZ
360 105,775.43 1
7.3750 754.56 95
7.1250 754.56
XXXXX XXXX XX 00000 1 10/26/01 04
0413161662 05 12/01/01 30.0000
0413161662 O 11/01/31
0
6193328 994/998 F 410,000.00 ZZ
360 395,830.52 1
7.5000 2866.78 72
7.2500 2866.78
XXXXXXXXXXX XX 00000 2 06/25/01 00
8016025770 05 08/01/01 0.0000
218350324 O 07/01/31
0
7090031 K15/G01 F 83,800.00 ZZ
360 81,766.45 1
7.7500 600.35 73
7.5000 600.35
SOUTH THOMASTOME 04861 5 03/29/02 00
0433880077 05 06/01/02 0.0000
00135000550009 O 05/01/32
0
7119767 K39/G01 F 370,000.00 ZZ
240 346,085.93 1
7.3750 2952.48 57
7.1250 2952.48
XXXXXXXX XX 00000 5 03/29/02 00
0433931623 05 05/03/02 0.0000
172505935 O 04/03/22
0
7135303 964/G01 F 510,000.00 ZZ
360 496,586.87 1
7.3750 3522.44 69
7.1250 3522.44
XXXX XXXX XXXXXX 00000 5 04/03/02 00
0433923729 03 06/01/02 0.0000
199888 O 05/01/32
0
7319877 E22/G01 F 383,920.00 ZZ
360 374,207.13 1
7.5000 2684.42 80
7.2500 2684.42
XXXX XXXXXXXXXXX 00000 1 04/05/02 00
0413872086 05 06/01/02 0.0000
0413872086 O 05/01/32
0
7323933 196/G01 F 400,000.00 ZZ
360 389,304.23 1
7.7500 2865.65 87
7.5000 2865.65
XXXXXXXX XX 00000 2 01/24/02 01
0433976909 05 03/01/02 25.0000
1492008 O 02/01/32
0
7478445 286/286 F 523,600.00 ZZ
360 508,880.92 1
7.3750 3616.38 60
7.1250 3616.38
XXXXXXXXXX XX 00000 5 02/07/02 00
968291 05 04/01/02 0.0000
968291 O 03/01/32
0
7559873 H12/G01 F 399,000.00 ZZ
360 388,905.35 1
7.5000 2789.87 80
7.2500 2789.87
XXXXX XX 00000 2 04/03/02 00
0433934775 05 06/01/02 0.0000
08000127024-01 O 05/01/32
0
7641991 W57/G01 F 361,550.00 ZZ
360 351,853.82 1
7.3750 2497.14 75
7.1250 2497.14
XXXX XXXX XX 00000 1 03/29/02 00
0433945532 03 05/01/02 0.0000
100622999 O 04/01/32
0
7651109 E22/G01 F 27,000.00 ZZ
360 25,733.34 1
7.6250 191.10 75
7.3750 191.10
XXXXXXXXX XX 00000 5 04/25/02 00
0413895277 07 06/01/02 0.0000
0413895277 O 05/01/32
0
8291144 477/G01 F 399,950.00 ZZ
360 389,223.99 1
7.3750 2762.36 75
7.1250 2762.36
XXXXXXXXX XX 00000 5 03/14/02 00
0433884103 05 05/01/02 0.0000
159354 O 04/01/32
0
Total Number of Loans 242
Total Original Balance 46,535,341.73
Total Principal Balance 40,058,901.02
Total Original P+I 328,183.39
Total Current P+I 328,183.39
Fixed Rate Passthru
Loan Number Sub Serv Fee
Principal Bal Mstr Serv Fee
Curr Note Rate Alloc Exp
Net Curr Misc Exp
Investor Rate Spread
Post Strip Rate Strip
1343367 0.2500
178158.94 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1349838 0.3750
8846.85 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1350836 0.1250
260956.57 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1354143 0.3750
82818.59 0.0500
7.8750 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1354286 0.2500
63920.81 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1355929 0.2500
121493.68 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1357521 0.2500
189397.34 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1357573 0.2500
289104.39 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1358493 0.2500
368061.82 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1359465 0.2500
145225.49 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1359547 0.3750
193619.76 0.0500
7.7500 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1359616 0.3750
143574.49 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1359658 0.2500
272728.47 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1359703 0.2500
63783.61 0.0500
7.6750 0.0000
7.4250 0.0000
7.3750
7.0000 0.3750
1359741 0.2500
276893.04 0.0500
7.5750 0.0000
7.3250 0.0000
7.2750
7.0000 0.2750
1360649 0.2500
202591.36 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1360732 0.3750
337579.11 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1360874 0.2500
243953.09 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1360929 0.3750
131547.58 0.0500
7.8750 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1361297 0.3750
116442.90 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1361462 0.3750
254544.82 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1362067 0.3750
87233.35 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1363240 0.2500
83951.90 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1363961 0.2500
245720.92 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1364338 0.3750
84948.25 0.0500
7.7500 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1364440 0.3750
173112.90 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1364882 0.5000
723423.56 0.0500
7.6250 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1365155 0.5000
163117.64 0.0500
7.6250 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1365277 0.2500
96707.31 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1366205 0.2500
163067.55 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1366667 0.1250
107141.93 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1366713 0.1250
209506.30 0.0500
7.6250 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1367103 0.3750
236538.61 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1367378 0.2500
199391.73 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1367406 0.3750
440268.96 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1367632 0.2500
103801.10 0.0500
7.5500 0.0000
7.3000 0.0000
7.2500
7.0000 0.2500
1367964 0.2500
108103.88 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1368064 0.3750
333412.88 0.0500
7.7500 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1368129 0.3750
240457.28 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1368152 0.2500
423767.51 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1368446 0.2500
184791.60 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1368498 0.3750
176839.46 0.0500
7.7500 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1368840 0.3750
191540.85 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1368959 0.2500
45051.67 0.0500
7.5500 0.0000
7.3000 0.0000
7.2500
7.0000 0.2500
1368995 0.2500
650467.75 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1369024 0.3750
83582.91 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1371742 0.3750
237121.26 0.0500
7.6250 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1371937 1.1250
59012.94 0.0500
8.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1372177 0.2500
306197.48 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1372505 0.3750
64739.49 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1372691 0.5000
139249.65 0.0500
7.6250 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1372697 0.3750
60653.61 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1373106 0.2500
145525.64 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1373427 0.6740
80575.91 0.0500
8.0000 0.0000
7.3260 0.0000
7.2760
7.0000 0.2760
1373477 0.2500
45362.76 0.0500
7.7000 0.0000
7.4500 0.0000
7.4000
7.0000 0.4000
1373641 0.3750
317881.30 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1373907 0.1250
420142.18 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1374031 0.1250
52064.18 0.0500
7.5000 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1374100 0.1250
330544.76 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1374237 0.1250
192985.48 0.0500
7.5000 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1374370 0.1250
193650.60 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1374698 0.5000
283661.94 0.0500
7.7500 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1375450 0.3760
190650.74 0.0500
7.5000 0.0000
7.1240 0.0000
7.0740
7.0000 0.0740
1375599 0.3750
242668.71 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1375763 0.2500
190541.96 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1375854 0.3750
532532.63 0.0500
7.5000 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1376142 0.1250
276110.63 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1376728 0.2500
381999.62 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1376824 0.2500
200897.87 0.0500
7.4000 0.0000
7.1500 0.0000
7.1000
7.0000 0.1000
1377171 0.1250
171017.79 0.0500
7.2500 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1377200 0.1250
252930.55 0.0500
7.3750 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1377359 0.2500
73479.93 0.0500
7.6500 0.0000
7.4000 0.0000
7.3500
7.0000 0.3500
1378144 0.2500
309727.74 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1378191 0.2500
210172.20 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1379030 0.2500
251735.53 0.0500
7.6500 0.0000
7.4000 0.0000
7.3500
7.0000 0.3500
1471379 0.2500
58106.17 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1498018 0.2500
281858.09 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1674894 0.2500
77243.32 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1678446 0.2500
81253.22 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1703691 0.2500
80904.01 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1703747 0.2500
240567.94 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1739293 0.2500
205774.49 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1752518 0.2500
34426.42 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1777224 0.2500
120001.04 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1781002 0.2500
39907.59 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1785335 0.2500
55684.88 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1786351 0.2500
23129.63 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1796027 0.2500
92166.31 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1797645 0.2500
44517.83 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1798448 0.2500
90785.31 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1798711 0.2500
84599.66 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1799726 0.2500
68695.31 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1801445 0.2500
81513.20 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1803053 0.2500
174474.65 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1804665 0.2500
185554.69 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1804718 0.2500
63173.12 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1804816 0.2500
86192.14 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1804853 0.2500
327560.98 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1804894 0.2500
64957.61 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1805572 0.2500
41405.83 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1805574 0.2500
159052.11 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1805705 0.2500
89154.99 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1807075 0.2500
84996.98 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1807888 0.2500
309230.14 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1808070 0.2500
69952.32 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1808144 0.2500
74248.31 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1810693 0.2500
65847.76 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1810698 0.2500
63844.39 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1811224 0.2500
302201.30 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1811415 0.2500
32546.21 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1812823 0.2500
93290.90 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1812856 0.2500
32562.79 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1812896 0.2500
39032.20 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1814955 0.2500
117768.13 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1816570 0.2500
55251.65 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1817342 0.2500
74006.78 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1822248 0.2500
77740.68 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1823302 0.2500
62608.91 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1823306 0.2500
93438.89 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1826186 0.2500
71822.17 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1826201 0.2500
82075.28 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1826247 0.2500
48700.56 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1827100 0.2500
54031.35 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1827979 0.2500
87131.35 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1831306 0.2500
85434.09 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1832240 0.2500
162267.96 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1834347 0.2500
57668.37 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1834375 0.2500
109217.01 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1834404 0.2500
93138.01 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1834420 0.2500
156188.79 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1834441 0.2500
97420.45 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1834475 0.2500
232541.28 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1834585 0.2500
75294.99 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1834656 0.2500
163906.70 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1834699 0.2500
314900.44 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1834924 0.2500
102133.84 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1836830 0.2500
137211.69 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1837003 0.2500
111191.38 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1837640 0.2500
42824.77 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1843323 0.2500
96558.63 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1843657 0.2500
106497.23 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1843677 0.2500
31975.56 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1845721 0.2500
22259.05 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1847652 0.2500
48484.39 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1848488 0.2500
96462.50 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1849403 0.2500
92337.41 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1851009 0.2500
59641.49 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1851033 0.2500
312243.62 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1851081 0.2500
223908.00 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1851084 0.2500
64936.05 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1851113 0.2500
133604.26 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1855683 0.2500
151247.22 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1858063 0.2500
140020.09 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1859118 0.2500
71505.92 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1870619 0.2500
105462.17 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1872828 0.2500
34169.61 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1877258 0.2500
158804.38 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1878999 0.2500
85318.10 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1879268 0.2500
56320.00 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1880832 0.2500
93622.54 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1884051 0.2500
551756.63 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1885434 0.2500
210393.33 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1886500 0.2500
94502.63 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1886629 0.2500
506971.87 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1888026 0.2500
125110.72 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1889419 0.2500
87520.99 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1889426 0.2500
50466.10 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1889454 0.2500
101399.18 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1889456 0.2500
80368.50 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1889500 0.2500
130443.97 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1890363 0.2500
145576.36 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1895345 0.2500
123149.93 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1899175 0.2500
64382.37 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1900116 0.2500
250403.04 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1900388 0.2500
119970.56 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1901688 0.2500
73185.88 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1901800 0.2500
101355.34 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
1901875 0.2500
458769.31 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1906037 0.2500
197158.48 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1906588 0.2500
53342.81 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1906995 0.2500
124332.79 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1907740 0.2500
49876.34 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1910205 0.2500
445679.96 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
1911659 0.2500
470532.66 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1914534 0.2500
168711.65 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
1916728 0.2500
76201.22 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
1922542 0.2500
49270.16 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2665772 0.2500
49376.15 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2675199 0.2500
94846.79 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2675207 0.2500
137621.24 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2683579 0.2500
96946.08 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2687460 0.2500
132349.11 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2687495 0.2500
125809.75 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2697839 0.2500
83585.93 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2704730 0.2500
50217.69 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2704804 0.2500
70960.97 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2704822 0.2500
35995.10 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2747438 0.2500
75469.77 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2751874 0.2500
225146.39 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2752061 0.2500
80291.17 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2752075 0.2500
194679.63 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2755463 0.2500
70386.85 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2760997 0.2500
65985.86 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2763845 0.2500
106949.03 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2763867 0.2500
100671.33 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2764734 0.2500
88396.49 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2768872 0.2500
82905.76 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2787493 0.2500
124520.15 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2788332 0.2500
148325.28 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2788398 0.2500
319262.61 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2788399 0.2500
50617.15 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2788878 0.2500
125629.37 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2790138 0.2500
57353.42 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2792000 0.2500
208847.65 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2799129 0.2500
169913.18 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2799161 0.2500
138494.12 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2803325 0.2500
41940.43 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2803514 0.2500
99719.91 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
2804667 0.2500
399041.73 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2804913 0.2500
609891.96 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
2812319 0.2500
353060.41 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2818535 0.2500
44134.96 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2818553 0.2500
203610.43 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2827455 0.2500
152647.06 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2833112 0.2500
92313.52 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
2835374 0.2500
308869.98 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
2835446 0.2500
49565.26 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
3606769 0.2500
164670.56 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
5705038 0.2500
328325.56 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
6175162 0.2500
347835.30 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
6188466 0.2500
105775.43 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
6193328 0.2500
395830.52 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
7090031 0.2500
81766.45 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
7119767 0.2500
346085.93 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
7135303 0.2500
496586.87 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
7319877 0.2500
374207.13 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
7323933 0.2500
389304.23 0.0500
7.7500 0.0000
7.5000 0.0000
7.4500
7.0000 0.4500
7478445 0.2500
508880.92 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
7559873 0.2500
388905.35 0.0500
7.5000 0.0000
7.2500 0.0000
7.2000
7.0000 0.2000
7641991 0.2500
351853.82 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
7651109 0.2500
25733.34 0.0500
7.6250 0.0000
7.3750 0.0000
7.3250
7.0000 0.3250
8291144 0.2500
389223.99 0.0500
7.3750 0.0000
7.1250 0.0000
7.0750
7.0000 0.0750
Total Number of Loans: 242
Total Original Balance: 46,535,341.73
Total Principal Balance: 40,058,901.02
Total Original P+I: 328,183.39
Total Current P+I: 328,183.39
EXHIBIT F-5
GROUP V LOAN SCHEDULE
Fixed Rate Loan
Loan Number S/S Code Payment Type Original Bal Loan Feature
Orig Term Principal Bal # of Units
Orig Rate Original PI LTV
Net Curr Current PI
City State Zip Loan Purp Note Date MI Co Code
Servicer Loan # Prop Type First Pay Date MI Coverage
Seller Loan # Occup Code Maturity Date
Investor Loan #
1363522 526/M32 F 350,000.00 T
360 300,235.85 1
7.8750 2537.75 73
7.6250 2537.75
XXXXX XX XX 00000 1 12/20/93 00
007051956 05 02/01/94 0.0000
3585189 O 01/01/24
0
1366345 614/M32 F 500,000.00 ZZ
360 428,242.05 1
8.0000 3668.82 79
7.7500 3668.82
XXXXXXXXX XX 00000 2 01/12/94 00
303660765 03 03/01/94 0.0000
7700012630 O 02/01/24
0
1368720 062/G06 F 296,278.51 ZZ
331 243,622.66 1
7.8750 2196.33 73
7.6250 2196.33
XXXXXX XXXX XX 00000 2 01/27/94 00
0690026216 05 02/01/94 0.0000
91001040 O 08/01/21
0
1370118 074/G06 F 253,500.00 ZZ
360 215,739.49 1
7.8750 1838.06 75
7.6250 1838.06
XXXXXXX XX 00000 2 08/03/93 00
0655490076 05 10/01/93 0.0000
6834974 O 09/01/23
0
1370480 439/686 F 346,000.00 ZZ
360 296,829.21 1
7.9500 2526.78 79
7.7000 2526.78
XXXXXXXX XX 00000 2 01/04/94 00
7016537792 05 03/01/94 0.0000
1653779 O 02/01/24
0
1373276 433/M32 F 525,000.00 ZZ
360 452,704.20 2
7.8750 3806.61 59
7.7500 3806.61
XXXXXXXXX XXXXXX 00000 2 03/01/94 00
009697517 05 05/01/94 0.0000
0010117275 O 04/01/24
0
1374256 560/560 F 620,000.00 ZZ
360 519,106.04 1
7.7500 4441.76 62
7.6250 4441.76
XXXXXXX XXXXX XX 00000 6 01/11/94 00
221322340 05 03/01/94 0.0000
430648204 O 02/01/24
0
1375439 562/562 F 492,000.00 ZZ
360 426,782.96 1
8.1250 3653.09 43
7.8750 3653.09
XXXXXXX XX 00000 2 03/02/94 00
29440537900000 05 05/01/94 0.0000
440537 O 04/01/24
0
1376683 526/M32 F 359,000.00 T
360 308,523.18 1
7.8750 2603.00 72
7.7500 2603.00
XXXXXXX XX 00000 2 01/31/94 00
009699323 05 03/01/94 0.0000
8711855 O 02/01/24
0
1378718 698/181 F 370,000.00 ZZ
360 251,851.29 1
7.8750 2682.76 80
7.6250 2682.76
XXXXXXXXX XX 00000 2 03/15/94 00
0000000000 05 05/01/94 0.0000
9552013 O 04/01/24
0
1378773 028/M32 F 159,000.00 ZZ
360 134,791.70 1
7.7500 1139.10 60
7.6250 1139.10
XXXXXXX XX 00000 5 03/14/94 00
009701335 03 05/01/94 0.0000
098794 O 04/01/24
0
1442586 637/G48 F 318,750.00 ZZ
360 286,953.99 1
8.6250 2479.21 75
8.3750 2479.21
DOUGLASTON MANNY 11363 1 08/30/95 00
0657611 05 10/01/95 0.0000
4608378 O 09/01/25
0
1444860 A83/G48 F 281,700.00 ZZ
360 254,026.94 1
8.7500 2216.14 90
8.5000 2216.14
XXXX XXXX XXXXXX 00000 1 08/18/95 11
0657681 03 10/01/95 25.0000
94348 O 09/01/25
0
1450416 637/G48 F 248,000.00 ZZ
360 223,429.64 1
8.5000 1906.91 90
8.2500 1906.91
XXXXXX XX 00000 1 10/11/95 10
0657868 05 12/01/95 25.0000
4611604 O 11/01/25
0
1452096 670/670 F 69,534.27 ZZ
284 66,593.16 1
8.2500 557.77 13
8.0000 557.74
XXXXXXX XXXXX XX 00000 1 03/22/02 00
3031239289 05 04/01/02 0.0000
3123928 O 11/01/25
0
1460475 670/943 F 490,000.00 ZZ
360 439,086.86 1
8.2500 3681.21 70
8.0000 3681.21
XXXXXX XX 00000 1 10/31/95 00
541492904 05 01/01/96 0.0000
30415209 O 12/01/25
0
1466903 A39/G48 F 460,000.00 ZZ
360 414,062.10 1
8.3750 3496.33 80
8.1250 3496.33
XXXXXXX XXXX XXX 00000 1 12/21/95 00
0658372 05 02/01/96 0.0000
9500760 O 01/01/26
0
1467927 686/686 F 129,000.00 ZZ
360 115,739.88 1
8.5000 991.90 75
8.2500 991.90
XXXXXX XXXXX XX 00000 2 12/22/95 00
0817080237 05 02/01/96 0.0000
30817080237 O 01/01/26
0
1470325 232/998 F 38,250.00 ZZ
360 34,113.13 2
9.8750 332.15 85
9.6250 332.15
XXXXXXX XX 00000 1 11/21/95 01
8408327545 09 01/01/96 20.0000
10832754 N 12/01/25
0
1471516 670/943 F 200,000.00 ZZ
360 54,059.37 1
8.1250 1485.00 60
7.8750 1485.00
XXXXXXXXXX XX 00000 1 12/29/95 00
541494308 05 02/01/96 0.0000
34072543 O 01/01/26
0
1480419 670/G48 F 60,000.00 ZZ
360 53,575.35 1
8.3750 456.04 50
8.1250 456.04
XXXXXX XX 00000 5 12/29/95 00
0658820 05 03/01/96 0.0000
1634297 O 02/01/26
0
1480857 820/162 F 65,000.00 ZZ
360 59,422.04 1
9.9900 569.94 30
9.4900 569.94
XXXXX XXXXXXX XX 00000 5 10/06/95 00
301535 05 12/01/95 0.0000
1608014 O 11/01/25
0
1481912 375/G48 F 88,000.00 ZZ
360 79,457.07 1
8.3750 668.86 55
8.1250 668.86
XXXXX XXXXX XX 00000 2 01/19/96 00
0658881 09 03/01/96 0.0000
323103 O 02/01/26
0
1490640 686/G48 F 41,750.00 ZZ
360 37,983.13 1
8.7500 328.45 66
8.5000 328.45
XXXXXX XX 00000 2 03/15/96 00
0659041 05 05/01/96 0.0000
30817097397 O 04/01/26
0
1531330 686/943 F 69,000.00 ZZ
360 61,740.60 1
8.8750 549.00 75
8.6250 000.00
X XXXXX XXX XX 00000 1 09/26/96 00
626000873 05 11/01/96 0.0000
817793748 O 10/01/26
0
1545552 074/074 F 254,000.00 ZZ
360 234,059.34 1
8.8750 2020.94 68
8.6250 2020.94
XXXXXXXX XX 00000 1 11/06/96 00
1500260987 05 01/01/97 0.0000
1500260987 O 12/01/26
0
1584619 074/G02 F 63,200.00 ZZ
360 57,758.72 1
8.7500 497.20 80
8.5000 497.20
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360 87,887.65 1
8.5000 713.55 80
8.2500 713.55
XXXXXXXXX XX 00000 1 06/18/99 00
0411453657 03 08/01/99 0.0000
0411453657 O 07/01/29
0
2834700 E22/G02 F 64,000.00 ZZ
360 60,883.00 1
8.6250 497.79 80
8.3750 497.79
XXXXXX XX 00000 2 06/21/99 00
0411483217 05 08/01/99 0.0000
0411483217 O 07/01/29
0
2835331 074/074 F 115,000.00 ZZ
360 109,274.25 1
8.5000 884.25 60
8.2500 884.25
XXXX XXXXX XX 00000 1 06/04/99 00
1301181260 09 08/01/99 0.0000
1301181260 O 07/01/29
0
2835399 074/074 F 392,250.00 ZZ
360 370,587.07 1
8.1250 2912.45 75
7.8750 2912.45
XXXXXXXXX XX 00000 1 04/30/99 00
0000000000 05 06/01/99 0.0000
0000000000 N 05/01/29
0
2835452 074/074 F 142,000.00 T
360 134,469.33 1
8.2500 1066.80 80
8.0000 1066.80
XXXXXXXXX XX 00000 1 05/17/99 00
1590150487 03 07/01/99 0.0000
1590150487 O 06/01/29
0
2836986 E22/G02 F 99,000.00 ZZ
360 94,179.13 2
8.6250 770.01 90
8.3750 770.01
XXXXX XX 00000 2 06/25/99 10
0411403967 05 08/01/99 25.0000
0411403967 N 07/01/29
0
2860318 E22/G02 F 99,250.00 T
360 94,542.47 1
8.7500 780.80 80
8.5000 780.80
XXXXXXX XX 00000 1 07/22/99 00
0411344351 09 09/01/99 0.0000
0411344351 O 08/01/29
0
2861241 K10/L08 F 38,500.00 ZZ
360 34,093.07 1
11.3700 377.45 70
10.7388 377.45
XXXXXXXXXXXX XX 00000 5 02/04/99 00
0690002456 05 04/01/99 0.0000
9901379 O 03/01/29
0
2932750 623/G02 F 103,600.00 ZZ
360 99,205.84 1
9.2500 852.29 70
9.0000 852.29
XXXXXXXXXX XX 00000 2 08/31/99 00
0431512193 05 10/01/99 0.0000
1383618 N 09/01/29
0
2977507 E22/G02 F 104,800.00 ZZ
360 100,132.03 1
8.7500 824.46 80
8.5000 824.46
XXXXXX XX 00000 5 10/14/99 00
0411642051 05 12/01/99 0.0000
0411642051 O 11/01/29
0
3646228 286/286 F 41,750.00 ZZ
360 40,238.73 1
9.0000 335.93 90
8.7500 335.93
XXXXXX XX 00000 1 05/25/00 12
0055840 05 07/01/00 25.0000
0000055840 N 06/01/30
0
3694997 623/985 F 150,000.00 ZZ
360 144,527.21 1
9.0000 1206.93 67
8.7500 1206.93
XXXXXX XXXX XX 00000 5 06/28/00 00
0202444493 05 09/01/00 0.0000
5263981 O 08/01/30
0
3696172 S48/S48 F 487,700.00 ZZ
360 463,130.77 1
8.6250 3793.29 80
8.3750 3793.29
XXXXX XX 00000 1 12/30/99 00
0023972573 03 02/01/00 0.0000
23972573 O 01/01/30
0
3701875 E22/G02 F 44,000.00 ZZ
360 42,155.11 1
9.2500 361.98 80
9.0000 361.98
XXXXXX XX 00000 5 08/10/00 00
0412075525 05 10/01/00 0.0000
0412075525 O 09/01/30
0
3716480 526/686 F 84,800.00 ZZ
360 80,777.72 1
8.0000 622.23 95
7.7500 622.23
XXXXXXX XX 00000 1 07/28/00 11
6104118903 01 09/01/00 30.0000
0411890 O 08/01/30
0
3948646 168/168 F 77,600.00 ZZ
360 75,215.61 2
9.2500 638.40 80
9.0000 638.40
XXXXX XX 00000 1 10/12/00 00
8630896 05 12/01/00 0.0000
0869308963 O 11/01/30
0
3951178 286/286 F 50,350.00 ZZ
360 48,504.48 1
9.0000 405.13 95
8.7500 405.13
XXXXXXXXXXX XX 00000 1 09/25/00 11
0026477 05 11/01/00 25.0000
0000026477 O 10/01/30
0
4008211 623/985 F 78,000.00 ZZ
360 75,712.07 1
9.5000 655.87 80
9.2500 655.87
XXXXXX XX 00000 1 10/25/00 00
0202027793 05 12/01/00 0.0000
5296466 O 11/01/30
0
4024745 526/686 F 148,500.00 ZZ
360 143,585.81 4
9.3750 1235.15 90
9.1250 1235.15
XXXXXX XX 00000 1 10/02/00 12
0000000000 05 11/01/00 25.0000
0424931 N 10/01/30
0
4024766 526/686 F 33,600.00 ZZ
360 31,915.74 1
9.0000 270.35 80
8.7500 270.35
XXXXXXXXXXXX XX 00000 1 10/17/00 00
6104251845 05 12/01/00 0.0000
0425184 N 11/01/30
0
4024768 526/686 F 33,600.00 ZZ
360 31,915.74 1
9.0000 270.35 80
8.7500 270.35
XXXXXXXXXXXX XX 00000 1 10/17/00 00
6104251878 05 12/01/00 0.0000
0425187 N 11/01/30
0
4094945 526/686 F 311,250.00 ZZ
360 300,879.40 1
8.8750 2476.44 75
8.6250 2476.44
XXXX XX 00000 5 10/26/00 00
6104256737 05 12/01/00 0.0000
0425673 O 11/01/30
0
4136417 168/168 F 224,000.00 ZZ
360 216,371.92 1
8.5000 1722.37 71
8.2500 1722.37
XXXXXXXX XX 00000 5 11/30/00 00
8632739 05 02/01/01 0.0000
0869327399 O 01/01/31
0
7246131 E22/G01 F 24,800.00 ZZ
360 24,215.17 1
7.8750 179.82 80
7.6250 179.82
XXXXXXX XX 00000 1 04/02/02 00
0413890500 05 06/01/02 0.0000
0413890500 O 05/01/32
0
Total Number of Loans 322
Total Original Balance 36,340,991.51
Total Principal Balance 33,091,186.02
Total Original P+I 273,967.98
Total Current P+I 273,967.95
Fixed Rate Passthru
Loan Number Sub Serv Fee
Principal Bal Mstr Serv Fee
Curr Note Rate Alloc Exp
Net Curr Misc Exp
Investor Rate Spread
Post Strip Rate Strip
1363522 0.2500
300235.85 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1366345 0.2500
428242.05 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1368720 0.2500
243622.66 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1370118 0.2500
215739.49 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1370480 0.2500
296829.21 0.0500
7.9500 0.0000
7.7000 0.0000
7.6500
7.5000 0.1500
1373276 0.1250
452704.20 0.0500
7.8750 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1374256 0.1250
519106.04 0.0500
7.7500 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1375439 0.2500
426782.96 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1376683 0.1250
308523.18 0.0500
7.8750 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1378718 0.2500
251851.29 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1378773 0.1250
134791.70 0.0500
7.7500 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1442586 0.2500
286953.99 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1444860 0.2500
254026.94 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1450416 0.2500
223429.64 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1452096 0.2500
66593.16 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1460475 0.2500
439086.86 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1466903 0.2500
414062.10 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1467927 0.2500
115739.88 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1470325 0.2500
34113.13 0.0500
9.8750 0.0000
9.6250 0.0000
9.5750
7.5000 2.0750
1471516 0.2500
54059.37 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1480419 0.2500
53575.35 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1480857 0.5000
59422.04 0.0500
9.9900 0.0000
9.4900 0.0000
9.4400
7.5000 1.9400
1481912 0.2500
79457.07 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1490640 0.2500
37983.13 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1531330 0.2500
61740.60 0.0500
8.8750 0.0000
8.6250 0.0000
8.5750
7.5000 1.0750
1545552 0.2500
234059.34 0.0500
8.8750 0.0000
8.6250 0.0000
8.5750
7.5000 1.0750
1584619 0.2500
57758.72 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1600208 0.5000
86324.74 0.0500
11.4250 0.0000
10.9250 0.0000
10.8750
7.5000 3.3750
1615566 0.5000
40352.30 0.0500
11.3750 0.0000
10.8750 0.0000
10.8250
7.5000 3.3250
1634347 0.2500
112831.35 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1656565 0.2500
84257.48 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1673545 0.2500
166803.54 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1673767 0.2500
73289.83 0.0500
9.1250 0.0000
8.8750 0.0000
8.8250
7.5000 1.3250
1698314 0.2500
49851.03 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1716031 0.2500
241384.95 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1735910 0.2500
114019.71 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1739362 0.2500
127732.89 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1749003 0.2500
49817.23 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1759803 0.2500
39361.28 0.0500
8.8750 0.0000
8.6250 0.0000
8.5750
7.5000 1.0750
1762523 0.2500
53473.26 0.0500
9.1250 0.0000
8.8750 0.0000
8.8250
7.5000 1.3250
1763466 0.2500
35333.06 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1768873 0.2500
50806.24 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1771844 0.2500
101772.15 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1775334 0.2500
36863.66 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1777542 0.2500
39131.58 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1778098 0.2500
70868.29 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1778650 0.2500
46114.99 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1778681 0.2500
32984.12 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1778684 0.2500
73045.11 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1781690 0.2500
140528.21 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1783905 0.2500
91325.59 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1784458 0.2500
42813.71 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1784753 0.2500
116030.65 0.0500
9.1250 0.0000
8.8750 0.0000
8.8250
7.5000 1.3250
1785134 0.2500
96517.50 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1785154 0.2500
96819.31 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1785279 0.2500
23385.15 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1787096 0.2500
61945.30 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1788077 0.2500
79173.83 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1788696 0.2500
38158.82 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1789041 0.2500
56678.35 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1789209 0.2500
61738.70 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1789211 0.2500
62940.71 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1789213 0.2500
49913.69 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1789215 0.2500
94392.17 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1791483 0.2500
70920.42 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1793229 0.2500
44042.27 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1793830 0.2500
517833.02 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1793910 0.2500
63138.14 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1794566 0.2500
60699.54 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1795788 0.2500
54179.89 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1796447 0.2500
109841.39 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1797242 0.2500
71419.55 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1797293 0.2500
32570.03 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1797321 0.2500
200313.79 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1797658 0.2500
36542.81 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1799444 0.2500
44061.70 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1799734 0.2500
52935.01 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1799792 0.2500
56876.37 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1800180 0.2500
58178.07 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1800392 0.2500
85890.50 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1800580 0.2500
73302.04 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1800790 0.2500
123175.65 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1800890 0.2500
131692.48 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1801408 0.2500
26041.70 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
1802974 0.2500
45475.67 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1803057 0.2500
50786.32 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1803206 0.2500
81052.76 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1804611 0.2500
62436.69 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1804641 0.2500
48618.91 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1804920 0.2500
120475.68 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1805063 0.2500
122197.66 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1805347 0.2500
83162.49 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1805406 0.2500
135250.82 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1805428 0.2500
58032.73 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1805712 0.2500
72658.31 0.0500
9.5000 0.0000
9.2500 0.0000
9.2000
7.5000 1.7000
1807858 0.2500
104620.43 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1807987 0.2500
60138.89 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
1808292 0.2500
155232.58 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1808743 0.2500
98234.27 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1810102 0.2500
143349.23 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
1810379 0.2500
34748.40 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1811733 0.2500
102494.43 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1811753 0.2500
190814.01 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1813051 0.2500
88217.20 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1813089 0.2500
39186.69 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
1813438 0.2500
61499.86 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1814711 0.2500
115123.88 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1814751 0.2500
60375.96 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1814888 0.2500
44779.99 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
1815009 0.2500
80772.16 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
1815293 0.2500
80555.29 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1815306 0.2500
59281.84 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1815309 0.2500
60737.43 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1815323 0.2500
54899.56 0.0500
8.3750 0.0000
8.1250 0.0000
8.0750
7.5000 0.5750
1815330 0.2500
52100.20 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1815333 0.2500
51490.65 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1815401 0.2500
509961.75 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
1816003 0.2500
106180.15 0.0500
8.7500 0.0000
8.5000 0.0000
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8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2796372 0.2500
66524.30 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2796499 0.2500
54166.64 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
2797229 0.2500
170243.41 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
2799159 0.2500
90528.53 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
2803480 0.2500
69615.08 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
2803523 0.2500
78716.96 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2808354 0.2500
55007.51 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
2811133 0.2500
64149.84 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
2811738 0.2500
82601.69 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
2812366 0.2500
74394.79 0.0500
9.2500 0.0000
9.0000 0.0000
8.9500
7.5000 1.4500
2818485 0.2500
70131.64 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
2818497 0.2500
71399.21 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
2824940 0.2500
105776.65 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
2828168 0.2500
94433.55 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2829284 0.2500
77121.99 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2829285 0.2500
116556.65 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
2830986 0.2500
87887.65 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
2834700 0.2500
60883.00 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
2835331 0.2500
109274.25 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
2835399 0.2500
370587.07 0.0500
8.1250 0.0000
7.8750 0.0000
7.8250
7.5000 0.3250
2835452 0.2500
134469.33 0.0500
8.2500 0.0000
8.0000 0.0000
7.9500
7.5000 0.4500
2836986 0.2500
94179.13 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
2860318 0.2500
94542.47 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
2861241 0.6312
34093.07 0.0500
11.3700 0.0000
10.7388 0.0000
10.6888
7.5000 3.1888
2932750 0.2500
99205.84 0.0500
9.2500 0.0000
9.0000 0.0000
8.9500
7.5000 1.4500
2977507 0.2500
100132.03 0.0500
8.7500 0.0000
8.5000 0.0000
8.4500
7.5000 0.9500
3646228 0.2500
40238.73 0.0500
9.0000 0.0000
8.7500 0.0000
8.7000
7.5000 1.2000
3694997 0.2500
144527.21 0.0500
9.0000 0.0000
8.7500 0.0000
8.7000
7.5000 1.2000
3696172 0.2500
463130.77 0.0500
8.6250 0.0000
8.3750 0.0000
8.3250
7.5000 0.8250
3701875 0.2500
42155.11 0.0500
9.2500 0.0000
9.0000 0.0000
8.9500
7.5000 1.4500
3716480 0.2500
80777.72 0.0500
8.0000 0.0000
7.7500 0.0000
7.7000
7.5000 0.2000
3948646 0.2500
75215.61 0.0500
9.2500 0.0000
9.0000 0.0000
8.9500
7.5000 1.4500
3951178 0.2500
48504.48 0.0500
9.0000 0.0000
8.7500 0.0000
8.7000
7.5000 1.2000
4008211 0.2500
75712.07 0.0500
9.5000 0.0000
9.2500 0.0000
9.2000
7.5000 1.7000
4024745 0.2500
143585.81 0.0500
9.3750 0.0000
9.1250 0.0000
9.0750
7.5000 1.5750
4024766 0.2500
31915.74 0.0500
9.0000 0.0000
8.7500 0.0000
8.7000
7.5000 1.2000
4024768 0.2500
31915.74 0.0500
9.0000 0.0000
8.7500 0.0000
8.7000
7.5000 1.2000
4094945 0.2500
300879.40 0.0500
8.8750 0.0000
8.6250 0.0000
8.5750
7.5000 1.0750
4136417 0.2500
216371.92 0.0500
8.5000 0.0000
8.2500 0.0000
8.2000
7.5000 0.7000
7246131 0.2500
24215.17 0.0500
7.8750 0.0000
7.6250 0.0000
7.5750
7.5000 0.0750
Total Number of Loans: 322
Total Original Balance: 36,340,991.51
Total Principal Balance: 33,091,186.02
Total Original P+I: 273,967.98
Total Current P+I: 273,967.95
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that 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 H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage-Backed Pass-Through Certificates, Series
_______, Class R[-__] (the "Owner"), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__]
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R[-__] Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class
R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on
each such partnership), or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-__] Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R[-__] Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the Code or if at any time
during the taxable year of the pass-through entity a disqualified organization
is the record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment Depositor, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or a
partnership for U.S. federal income tax purposes and created or organized in or
under the laws of the United States, any state thereof or the District of
Columbia (other than a partnership that is not treated as a United States person
under any applicable Treasury regulations), (iii) an estate that is described in
Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income from the Class
R[-__] Certificates to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the Owner
of another United States taxpayer.
7. That the Owner is aware that the Trustee will not register the
transfer of any Class R[- __] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
8. That the Owner has reviewed the restrictions set forth on the face of
the Class R[-__] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R[-__] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
9. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R[-__] Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
10. The Owner's Taxpayer Identification Number is ________________.
11. This affidavit and agreement relates only to the Class R[-__]
Certificates held by the Owner and not to any other holder of the Class R[-__]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R[-__] Certificates.
12. That no purpose of the Owner relating to the transfer of any of the
Class R[-__] Certificates by the Owner is or will be to impede the assessment or
collection of any tax; in making this representation, the Owner warrants that
the Owner is familiar with (i) Treasury Regulation Section 1.860E-1(c) and
recent amendments thereto, effective as of July 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached
hereto as Exhibit 1.
13. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R[-__]
Certificate that the Owner intends to pay taxes associated with holding such
Class R[- __] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class R[-__]
Certificate.
14. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R[-__] Certificates remain outstanding.
15. (a) The Owner is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or an investment manager, named
fiduciary or a trustee of any such plan, or any other Person acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
such plan; or
(b) The Owner has provided the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a) or (b)
above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, pursuant to the authority of its Board of Directors, by its [Title
of Officer] and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this day of _____,___ 200__.
[NAME OF OWNER]
By:
----------------------------------------
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Owner, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Owner.
Subscribed and sworn before me this ___ day of ________, 200 __.
NOTARY PUBLIC
COUNTY OF
---------------------------------
STATE OF
----------------------------------
My Commission expires the ____ day of _____, 20__ .
EXHIBIT 1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
-----------------------------------------------------------------------
SUMMARY: This document contains final regulations relating to safe harbor
transfers of noneconomic residual interests in real estate mortgage investment
conduits (REMICs). The final regulations provide additional limitations on the
circumstances under which transferors may claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-
(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000
(not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed and, pending
receipt and evaluation of public comments, approved by the Office of Management
and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E -
1(c)(5)(ii). This information is required to enable the IRS to verify that a
taxpayer is complying with the conditions of this regulation. The collection of
information is mandatory and is required. Otherwise, the taxpayer will not
receive the benefit of safe harbor treatment as provided in the regulation. The
likely respondents are businesses and other for-profit institutions.
Comments on the collection of information should be sent to the Office of
Management and Budget, Attn: Desk Officer for the Department of the Treasury,
Office of Information and Regulatory Affairs, Xxxxxxxxxx, XX, 00000, with copies
to the Internal Revenue Service, Attn: IRS Reports Clearance Officer,
W:CAR:MP:FP:S, Xxxxxxxxxx, XX 00000. Comments on the collection of information
should be received by October 17, 2002. Comments are specifically requested
concerning:
Whether the collection of information is necessary for the proper performance of
the functions of the Internal Revenue Service, including whether the information
will have practical utility;
The accuracy of the estimated burden associated with the collection of
information (see below);
How the quality, utility, and clarity of the information to be
collected may be enhanced;
How the burden of complying with the collection of information may be minimized,
including through the application of automated collection techniques or other
forms of information technology; and
Estimates of capital or start-up costs and costs of operation, maintenance, and
purchase of service to provide information.
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a valid control number
assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on an estimated
number of respondents of 470 and an estimated average annual burden hours per
respondent of one hour.
Books or records relating to a collection of information must be retained as
long as their contents may become material in the administration of any internal
revenue law. Generally, tax returns and tax return information are confidential,
as required by 26 U.S.C. 6103.
Background
This document contains final regulations regarding the proposed amendments to 26
CFR part 1 under section 860E of the Internal Revenue Code (Code). The
regulations provide the circumstances under which a transferor of a noneconomic
REMIC residual interest meeting the investigation and representation
requirements may avail itself of the safe harbor by satisfying either the
formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules governing the
transfer of noneconomic REMIC residual interests. In general, a transfer of a
noneconomic residual interest is disregarded for all tax purposes if a
significant purpose of the transfer is to
[[Page 47452]]
enable the transferor to impede the assessment or collection of tax. A purpose
to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor, at the time of the transfer, either knew or should have known that
the transferee would be unwilling or unable to pay taxes due on its share of the
REMIC's taxable income.
Under a safe harbor, the transferor of a REMIC noneconomic residual interest is
presumed not to have a wrongful purpose if two requirements are satisfied: (1)
the transferor conducts a reasonable investigation of the transferee's financial
condition (the investigation requirement); and (2) the transferor secures a
representation from the transferee to the effect that the transferee understands
the tax obligations associated with holding a residual interest and intends to
pay those taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of noneconomic
residual interests claim they satisfy the safe harbor even in situations where
the economics of the transfer clearly indicate the transferee is unwilling or
unable to pay the tax associated with holding the interest. For this reason, on
February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a
notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify
the safe harbor by adding the "formula test," an economic test. The proposed
regulation provides that the safe harbor is unavailable unless the present value
of the anticipated tax liabilities associated with holding the residual interest
does not exceed the sum of: (1) The present value of any consideration given to
the transferee to acquire the interest; (2) the present value of the expected
future distributions on the interest; and (3) the present value of the
anticipated tax savings associated with holding the interest as the REMIC
generates losses.
The notice of proposed rulemaking also contained rules for FASITs. Section
1.860H-6(g) of the proposed regulations provides requirements for transfers of
FASIT ownership interests and adopts a safe harbor by reference to the safe
harbor provisions of the REMIC regulations.
In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set
forth an alternative safe harbor that taxpayers could use while the IRS and the
Treasury considered comments on the proposed regulations. Under the alternative
safe harbor, if a transferor meets the investigation requirement and the
representation requirement but the transfer fails to meet the formula test, the
transferor may invoke the safe harbor if the transferee meets a two- prong test
(the asset test). A transferee generally meets the first prong of this test if,
at the time of the transfer, and in each of the two years preceding the year of
transfer, the transferee's gross assets exceed $100 million and its net assets
exceed $10 million. A transferee generally meets the second prong of this test
if it is a domestic, taxable corporation and agrees in writing not to transfer
the interest to any person other than another domestic, taxable corporation that
also satisfies the requirements of the asset test. A transferor cannot rely on
the asset test if the transferor knows, or has reason to know, that the
transferee will not comply with its written agreement to limit the restrictions
on subsequent transfers of the residual interest.
Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the
case of a transfer or assignment of a noneconomic residual interest to a foreign
branch of an otherwise eligible transferee. If such a transfer or assignment
were permitted, a corporate taxpayer might seek to claim that the provisions of
an applicable income tax treaty would resource excess inclusion income as
foreign source income, and that, as a consequence, any U.S. tax liability
attributable to the excess inclusion income could be offset by foreign tax
credits. Such a claim would impede the assessment or collection of U.S. tax on
excess inclusion income, contrary to the congressional purpose of assuring that
such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b),
(e) and 860G(b) of the Code.
The Treasury and the IRS have learned that certain taxpayers transferring
noneconomic residual interests to foreign branches have attempted to rely on the
formula test to obtain safe harbor treatment in an effort to impede the
assessment or collection of U.S. tax on excess inclusion income. Accordingly,
the final regulations provide that if a noneconomic residual interest is
transferred to a foreign permanent establishment or fixed base of a U.S.
taxpayer, the transfer is not eligible for safe harbor treatment under either
the asset test or the formula test. The final regulations also require a
transferee to represent that it will not cause income from the noneconomic
residual interest to be attributable to a foreign permanent establishment or
fixed base.
Section 1.860E -1(c)(8) provides computational rules that a taxpayer may use
to qualify for safe harbor status under the formula test. Section
1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate
equal to the highest rate of tax specified in section 11(b). Some commentators
were concerned that this presumed rate of taxation was too high because it does
not take into consideration taxpayers subject to the alternative minimum tax
rate. In light of the comments received, this provision has been amended in the
final regulations to allow certain transferees that compute their taxable income
using the alternative minimum tax rate to use the alternative minimum tax rate
applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in
the formula test are to be computed using a discount rate equal to the
applicable Federal short-term rate prescribed by section 1274(d). This is a
change from the proposed regulation and Rev. Proc. 2001-12. In those
publications the provision stated that "present values are computed using a
discount rate equal to the applicable Federal rate prescribed in section 1274(d)
compounded semiannually" and that "[a] lower discount rate may be used if the
transferee can demonstrate that it regularly borrows, in the course of its trade
or business, substantial funds at such lower rate from an unrelated third
party." The IRS and the Treasury Department have learned that, based on this
provision, certain taxpayers have been attempting to use unrealistically low or
zero interest rates to satisfy the formula test, frustrating the intent of the
test. Furthermore, the Treasury Department and the IRS believe that a rule
allowing for a rate other than a rate based on an objective index would add
unnecessary complexity to the safe harbor. As a result, the rule in the proposed
regulations that permits a transferee to use a lower discount rate, if the
transferee can demonstrate that it regularly borrows substantial funds at such
lower rate, is not included in the final regulations; and the Federal short-term
rate has been substituted for the applicable Federal rate. To simplify
taxpayers' computations, the final regulations allow use of any of the published
short-term rates, provided that the present values are computed with a
corresponding period of compounding. With the exception of the provisions
relating to transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may choose to
apply the interest rate formula set forth in the proposed regulation and Rev.
Proc. 2001-12 for transfers occurring before August 19, 2002.
It is anticipated that when final regulations are adopted with respect to
[[Page 47453]]
FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in
substantially its present form, with the result that the final regulations
contained in this document will also govern transfers of FASIT ownership
interests with substantially the same applicability date as is contained in this
document.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of
noneconomic residual interests in REMICs occurring on or after August 19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a significant
economic impact on a substantial number of small entities. This certification is
based on the fact that it is unlikely that a substantial number of small
entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not
required. It has been determined that this Treasury decision is not a
significant regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that sections
553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do
not apply to these regulations.
Drafting Information
The principal author of these regulations is Xxxxxxxx Xxxxxxxxxx. However,
other personnel from the IRS and Treasury Department participated in their
development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in part as
follows:
Authority: 26 U.S.C. 7805 * * *
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 200__
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Funding Corporation Series 2004-SL4
Re: Mortgage-Backed Pass-Through Certificates,
Series 2004-SL4, Class R-[ ]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer
by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage-Backed Pass-Through Certificates,
Series 2004-SL4, Class R-[__] (the "Certificates"), pursuant to Section 5.02 of
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 2004 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer,
and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Mortgage-Backed Pass-Through Certificates,
Series 2004-SL4, Class [B-__]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage-Backed Pass-Through Certificates,
Series 2004-SL4, Class [B-__] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2004, among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer
(the "Master Servicer"), and Deutsche Bank Trust Company Americas, as trustee
(the "Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Depositor, the
Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Depositor is not required to so register
or qualify the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the provisions of
the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 20__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the
Purchaser from the Depositor or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Depositor or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor solely
for use in connection with the Original Sale and the Depositor
did not participate in or facilitate in any way the purchase of
the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and not
to the Depositor with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a)
error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate
or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or
in any other manner or (e) take any other action, that (as to any
of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants
to, and covenants with the Depositor, the Trustee and the Master
Servicer that the following statements in (a), (b), (c) or (d)
are correct:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101; or
(b) The Purchaser is an insurance company; the source of
the funds being used by the Purchaser to acquire the Certificates
is an "insurance company general account"(within the meaning of
DOL Prohibited Transaction Class Exemption ("PTCE") 95-60; the
conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; or
[(c)] has provided the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Depositor and
the Master Servicer to the effect that the purchase of
Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Depositor or the Master Servicer to any obligation
or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Trustee
and the Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless either such Plan or
person meets the requirements set forth in either [(a), (b), or
(c)] above.
Very truly yours,
(Purchaser)
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
____________ , 20__
Residential Asset Mortgage Products, Inc
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Mortgage-Backed Pass-Through Certificates,
Series 2004-SL4, Class [B-__]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage-Backed
Pass-Through Certificates, Series 2004-SL4, Class [R-__][B-__] (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of December 1, 2004, among
Residential Asset Mortgage Products, Inc., as seller (the "Depositor"),
Residential Funding Corporation, as master servicer, and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"). The Seller hereby certifies,
represents and warrants to, and covenants with, the Depositor and the Trustee
that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances of
the Class B Certificates, or such lower amount as may be established pursuant to
Section 12.02. Residential Funding's obligations as described in this Section
are referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Depositor shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains
(subject to the provisions of Section 10.01(f) as if the Depositor was
substituted for the Master Servicer solely for the purposes of such provision)
an Opinion of Counsel (which need not be an opinion of Independent counsel) to
the effect that obtaining such substitute corporate guaranty, irrevocable letter
of credit, surety bond, insurance policy or similar instrument or reserve fund
will not cause either (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860(F)(a)(1) of the Code or on "contributions after
the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is outstanding,
and (ii) no such substitution shall be made unless (A) the substitute Limited
Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not
less than the then current Amount Available and contains provisions that are in
all material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class B Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section shall be
accompanied by a written Opinion of Counsel to the substitute guarantor or
obligor, addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Depositor, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Depositor and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Depositor shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the
Depositor to the effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the lesser of (a)
the then-current rating assigned to the Class B Certificates by such rating
agency and (b) the original rating assigned to the Class B Certificates by such
rating agency, unless (A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Depositor obtains (subject to
the provisions of Section 10.01(f) as if the Depositor was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
EXHIBIT L
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
Mortgage-Backed Pass-Through Certificates
Series 2004-SL4
, 200__
------------------
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of December 1, 2004, (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Deutsche Bank Trust Company Americas (the "Trustee") as amended by Amendment
No. ___ thereto, dated as of ________, with respect to the Mortgage-Backed
Pass-Through Certificates, Series 2004-SL4 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit
in the Certificate Account on behalf of Residential Funding (or otherwise
provide to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform its Subordinate Certificate Loss Obligation when and as the same
arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of
this Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Depositor and the Trustee to rely on the covenants and agreements
set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any
number of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
----------------------------------------
Name:
--------------------------------------
Title:
------------------------------------
Acknowledged by:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
RESIDENTIAL FUNDING CORPORATION
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 20____
Residential Asset Mortgage
Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Deutsche Bank Trust Company Americas
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Attention: Residential Asset Mortgage Products, Inc., Series 2004-SL4
Re: Mortgage-Backed Pass-Through Certificates, Series 2004-SL4
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment
by _________________ (the "Trustee") to _______________________ (the "Lender")
of _______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2004, among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer,
and the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
EXHIBIT N
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including
numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of December 1, 2004, among
Residential Funding Corporation as Master Servicer, Residential Asset Mortgage
Products, Inc. as depositor pursuant to Section 5.02 of the Agreement and
Deutsche Bank Trust Company Americas, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and
risks of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Rule
144A Securities under the 1933 Act or that would render the disposition
of the Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed either
of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. The Buyer is aware that the sale to it is being made in
reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities
for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
1933 Act.
3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the conditions set forth in PTCE 95-60
have been satisfied; or
[d.] has provided the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master
Servicer to the effect that the purchase of Certificates is permissible
under applicable law, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement.
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
--------------------------------- -----------------------
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
------------------------------- ----------------------
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official or is
a foreign bank or equivalent institution, and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of
the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
------------------------------------
Name:
Title:
Date:
------------------------------------
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the statements made herein because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
------------------------------------
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
------------------------------------
EXHIBIT O
HIGH COST LOANS
[--------------]
EXHIBIT P
SCHEDULE OF DISCOUNT LOANS
EXHIBIT R-1
FORM OF FORM 10-K CERTIFICATE
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Pooling and Servicing
Agreement dated __________ (the "Agreement") among Residential Asset Mortgage
Products, Inc. (the "Depositor"), Residential Funding Corporation (the "Master
Servicer") and Deutsche Bank Trust Company Americas (the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be
provided to the Trustee by the Master Servicer under the Agreement for inclusion
in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the Agreement and based upon my knowledge and the annual
compliance review required under the Agreement, and except as disclosed in the
report, the Master Servicer has fulfilled its obligations under the Agreement;
and
5. The reports disclose all significant deficiencies relating to the
Master Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
as set forth in the Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: [the Trustee].
Date:_____________________________
_________________________________*
[Signature]
Name:
Title:
* - to be signed by the senior officer in charge of the servicing functions of
the Master Servicer
EXHIBIT R-2
FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The undersigned, a Responsible Officer of Deutsche Bank Trust Company
Americas (the "Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to
be performed by it pursuant to the provisions of the Pooling and Servicing
Agreement dated _________ (the "Agreement") by and among Residential Funding
Mortgage Securities I, Inc. (the "Depositor"), Residential Funding Corporation
(the "Master Servicer") and the Trustee in accordance with the standards set
forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on the
Certificate Register as of the end of each calendar year that is provided by the
Trustee pursuant to Section 4.03(d) of the Agreement is accurate as of the last
day of the 20___ calendar year.
Capitalized terms used and not defined herein shall have the meanings
given such terms in the Agreement.
IN WITNESS THEREOF, I have duly executed this certificate as of
____________, 20___
Name:_____________________________
Title:
EXHIBIT S
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES
RELATING TO REPORTABLE MODIFIED MORTGAGE LOANS
Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Term (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
