RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2002
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2002-KS4
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.....................................................5
-----------
Accrued Certificate Interest..................................................5
Adjusted Mortgage Rate........................................................6
Adjustment Date...............................................................6
Advance.......................................................................6
Affiliate.....................................................................6
Agreement.....................................................................6
Amount Held for Future Distribution...........................................6
Appraised Value...............................................................6
Assignment....................................................................7
Assignment Agreement..........................................................7
Balloon Payment...............................................................7
Bankruptcy Code...............................................................7
Bankruptcy Loss...............................................................7
Basis Risk Shortfall Reserve Fund.............................................8
Basis Risk Shortfall Reserve Fund Deposit.....................................8
Basis Risk Shortfall Reserve Fund Residual Right..............................8
Book-Entry Certificate........................................................8
Business Day..................................................................8
Calendar Quarter..............................................................8
Cash Liquidation..............................................................8
Certificate...................................................................8
Certificate Account...........................................................8
Certificate Account Deposit Date..............................................9
Certificateholder or Holder...................................................9
Certificate Guaranty Insurance Policy.........................................9
Certificate Insurer Account...................................................9
Certificate Insurer Default...................................................9
Certificate Insurer Premium..................................................10
Certificate Insurer Premium Modified Rate....................................10
Certificate Insurer Premium Rate.............................................10
Certificate Owner............................................................10
Certificate Principal Balance................................................10
Certificate Register and Certificate Registrar...............................11
Class........................................................................11
Class A Certificates.........................................................11
Class A-I-1 Certificate......................................................11
Class A-I-2 Certificate......................................................11
Class A-I-3 Certificate......................................................11
i
Class A-I-4 Certificate......................................................11
Class A-I-5 Certificate......................................................11
Class A-I-6 Certificate......................................................11
Class A-I-6 Lockout Distribution Amount......................................12
Class A-I-6 Lockout Percentage...............................................12
Class A-I-6 Pro Rata Distribution Amount.....................................12
Class A-I-IO Certificate.....................................................12
Class A-II Certificate.......................................................12
Class A-IIA Margin...........................................................13
Class A-IIB Margin...........................................................13
Class A-IIA Principal Distribution Amount....................................13
Class A-IIB Principal Distribution Amount....................................13
Class R Certificate..........................................................13
Class R-I Certificate........................................................13
Class R-II Certificate.......................................................13
Class R-III Certificate......................................................13
Class R-IV Certificate.......................................................13
Class SB-I Certificate.......................................................14
Class SB-II Certificate......................................................14
Closing Date.................................................................14
Code.........................................................................14
Compensating Interest........................................................14
Corporate Trust Office.......................................................14
Credit Repository............................................................14
Curtailment..................................................................14
Custodial Account............................................................14
Custodial Agreement..........................................................14
Custodian....................................................................15
Cut-off Date.................................................................15
Cut-off Date Balance.........................................................15
Cut-off Date Principal Balance...............................................15
Debt Service Reduction.......................................................15
Deficiency Amount............................................................15
Deficient Valuation..........................................................15
Definitive Certificate.......................................................15
Deleted Mortgage Loan........................................................15
Delinquency Ratio............................................................15
Delinquent...................................................................16
Depository...................................................................16
Depository Participant.......................................................16
Destroyed Mortgage Note......................................................16
Determination Date...........................................................16
Disqualified Organization....................................................16
Distribution Date............................................................17
Due Date.....................................................................17
Due Period...................................................................17
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Eligible Account.............................................................17
Eligible Master Servicing Compensation.......................................17
ERISA........................................................................18
Event of Default.............................................................18
Excess Loss..................................................................18
Excess Realized Loss.........................................................18
Expense Fee Rate.............................................................18
Extraordinary Events.........................................................18
Extraordinary Loss...........................................................19
Xxxxxx Xxx...................................................................19
FASIT........................................................................19
FDIC.........................................................................19
Final Distribution Date......................................................19
Final Scheduled Distribution Date............................................19
Foreclosure Profits..........................................................19
Fraud Loss...................................................................19
Xxxxxxx Mac..................................................................19
Gross Margin.................................................................20
Group II Available Distribution Amount.......................................20
Group I Bankruptcy Amount....................................................21
Group II Bankruptcy Amount...................................................21
Group I Cumulative Insurance Payments........................................21
Group II Cumulative Insurance Payments.......................................21
Group I Cut-off Date Balance.................................................21
Group II Cut-off Date Balance................................................21
Group II Diverted Excess Spread..............................................22
Group I Excess Bankruptcy Loss...............................................22
Group II Excess Bankruptcy Loss..............................................22
Group I Excess Cash Flow.....................................................22
Group II Excess Cash Flow....................................................22
Group I Excess Fraud Loss....................................................22
Group II Excess Fraud Loss...................................................22
Group I Excess Loss..........................................................22
Group II Excess Loss.........................................................22
Group I Excess Overcollateralization Amount..................................23
Group II Excess Overcollateralization Amount.................................23
Group I Excess Special Hazard Loss...........................................23
Group II Excess Special Hazard Loss..........................................23
Group I Extraordinary Losses.................................................23
Group II Extraordinary Losses................................................23
Group I First Stepdown Date..................................................23
Group I First Stepdown Trigger Test..........................................23
Group I Fraud Loss Amount....................................................23
Group II Fraud Loss Amount...................................................24
Group I Interest Distribution Amount.........................................25
Group II Interest Distribution Amount........................................25
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Group I Loan.................................................................25
Group II Loan................................................................25
Group I Marker Rate..........................................................25
Group II Marker Rate.........................................................25
Group I Net WAC Cap Rate.....................................................26
Group II Net WAC Cap Rate....................................................26
Group I Optional Termination Date............................................27
Group II Optional Termination Date...........................................27
Group I Overcollateralization Amount.........................................27
Group II Overcollateralization Amount........................................27
Group I Overcollateralization Floor..........................................27
Group II Overcollateralization Floor.........................................27
Group I Overcollateralization Increase Amount................................27
Group II Overcollateralization Increase Amount...............................27
Group I Overcollateralization Reduction Amount...............................28
Group II Overcollateralization Reduction Amount..............................28
Group I Pool Stated Principal Balance........................................28
Group II Pool Stated Principal Balance.......................................28
Group II Principal Allocation Amount.........................................28
Group I Principal Distribution Amount........................................28
Group II Principal Distribution Amount.......................................29
Group I Principal Remittance Amount..........................................30
Group II Principal Remittance Amount.........................................30
Group I Required Overcollateralization Amount................................30
Group II Required Overcollateralization Amount...............................31
Group I Second Stepdown Date.................................................31
Group I Second Stepdown Trigger Test.........................................31
Group I Special Hazard Amount................................................32
Group II Special Hazard Amount...............................................32
Group I Uncertificated Regular Interests.....................................33
Group II Uncertificated Regular Interests....................................33
Hazardous Materials..........................................................33
High Cost Loan...............................................................33
Independent..................................................................33
Index........................................................................34
Initial Certificate Principal Balance........................................34
Insurance Account............................................................34
Insurance Agreement..........................................................34
Insurance Proceeds...........................................................34
Insured Amount...............................................................34
Interest Accrual Period......................................................34
Interested Person............................................................34
Interim Certification........................................................34
Late Collections.............................................................34
LIBOR........................................................................35
LIBOR Business Day...........................................................35
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LIBOR Certificates...........................................................35
LIBOR Rate Adjustment Date...................................................35
Limited Repurchase Right Holder..............................................35
Liquidation Proceeds.........................................................35
Loan Group I.................................................................35
Loan Group II................................................................35
Loan-to-Value Ratio..........................................................35
Maturity Date................................................................35
Maximum Mortgage Rate........................................................35
Maximum Net Mortgage Rate....................................................36
MERS.........................................................................36
MERS(R)System.................................................................36
MIN..........................................................................36
Minimum Mortgage Rate........................................................36
Modified Mortgage Loan.......................................................36
Modified Net Mortgage Rate...................................................36
MOM Loan.....................................................................36
Monthly Payment..............................................................36
Xxxxx'x......................................................................36
Mortgage.....................................................................36
Mortgage File................................................................37
Mortgage Insurance Co-Trustee................................................37
Mortgage Insurance Premium Taxes Reserve Fund................................37
Mortgage Insurance Premium Taxes Reserve Fund Deposit........................37
Mortgage Insurance Premium Taxes Reserve Fund Residual Right.................37
Mortgage Loan Schedule.......................................................37
Mortgage Loans...............................................................39
Mortgage Note................................................................39
Mortgage Rate................................................................39
Mortgaged Property...........................................................39
Mortgagor....................................................................39
Net Mortgage Rate............................................................39
Net WAC Cap Rate.............................................................39
Non-United States Person.....................................................39
Nonrecoverable Advance.......................................................40
Nonsubserviced Mortgage Loan.................................................40
Note Margin..................................................................40
Notice.......................................................................40
Officers' Certificate........................................................41
Opinion of Counsel...........................................................41
Outstanding Mortgage Loan....................................................41
Ownership Interest...........................................................41
Pass-Through Rate............................................................41
Paying Agent.................................................................43
Percentage Interest..........................................................43
Periodic Cap.................................................................44
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Permitted Investments........................................................44
Permitted Transferee.........................................................45
Person.......................................................................45
Prepayment Assumption........................................................45
Prepayment Interest Shortfall................................................45
Prepayment Period............................................................46
Primary Insurance Policy.....................................................46
Principal Prepayment.........................................................46
Principal Prepayment in Full.................................................46
Program Guide................................................................46
Purchase Price...............................................................46
Qualified Insurer............................................................46
Qualified Substitute Mortgage Loan...........................................47
Rating Agency................................................................47
Realized Loss................................................................47
Record Date..................................................................48
Regular Certificates.........................................................48
Regular Interest.............................................................48
Relief Act...................................................................48
REMIC........................................................................48
REMIC Administrator..........................................................48
REMIC I Regular Interest LT-A-1..............................................49
REMIC I Regular Interest LT-A-2..............................................49
REMIC I Regular Interest LT-A-3..............................................49
REMIC I Regular Interest LT-A-4..............................................49
REMIC I Regular Interest LT-A-5..............................................49
REMIC I Regular Interest LT-A-6..............................................49
REMIC I Regular Interest LT-A-7..............................................50
REMIC II.....................................................................50
REMIC II Regular Interest....................................................50
REMIC II Regular Interest LT-B...............................................50
REMIC III....................................................................50
REMIC III Group I Diverted Excess Spread.....................................50
REMIC III Group II Diverted Excess Spread....................................50
REMIC III Group I Interest Loss Allocation Amount............................50
REMIC III Group II Interest Loss Allocation Amount...........................50
REMIC III Group II Overcollateralized Amount.................................51
REMIC III Group II Principal Loss Allocation Amount..........................51
REMIC III Group I Regular Interests..........................................51
REMIC III Group II Regular Interests.........................................51
REMIC III Group I Required Overcollateralization Amount......................51
REMIC III Group II Required Overcollateralized Amount........................51
REMIC III Regular Interest MT-A-I-AA.........................................51
REMIC III Regular Interest MT-A-I-1..........................................51
REMIC III Regular Interest MT-A-I-2..........................................52
REMIC III Regular Interest MT-A-I-3..........................................52
vi
REMIC III Regular Interest MT-A-I-4..........................................52
REMIC III Regular Interest MT-A-I-5..........................................52
REMIC III Regular Interest MT-A-I-6..........................................52
REMIC III Regular Interest MT-A-I-ZZ.........................................52
REMIC III Regular Interest MT-AIO-1..........................................52
REMIC III Regular Interest MT-A-I-ZZ Maximum Interest Deferral Amount........52
REMIC III Regular Interest MT-A-IIB..........................................53
REMIC III Regular Interest MT-A-II-ZZ........................................53
REMIC IV.....................................................................54
REMIC Provisions.............................................................54
REO Acquisition..............................................................54
REO Disposition..............................................................54
REO Imputed Interest.........................................................54
REO Proceeds.................................................................54
REO Property.................................................................54
Repurchase Event.............................................................54
Repurchase Price.............................................................54
Request for Release..........................................................55
Required Insurance Policy....................................................55
Residential Funding..........................................................55
Responsible Officer..........................................................55
Rolling Six-Month Delinquency Ratio..........................................55
Seller.......................................................................55
Seller's Agreement...........................................................55
Servicing Accounts...........................................................56
Servicing Advances...........................................................56
Servicing Fee................................................................56
Servicing Fee Rate...........................................................56
Servicing Modification.......................................................56
Servicing Officer............................................................56
Servicing Trigger............................................................56
Special Hazard Loss..........................................................57
Standard & Poor's............................................................57
Startup Date.................................................................57
Stated Principal Balance.....................................................57
Subordination................................................................57
Subserviced Mortgage Loan....................................................57
Subservicer..................................................................57
Subservicer Advance..........................................................57
Subservicing Account.........................................................58
Subservicing Agreement.......................................................58
Subservicing Fee.............................................................58
Tax Returns..................................................................58
Transfer.....................................................................58
Transferee...................................................................58
Transferor...................................................................58
vii
Trust Fund...................................................................58
Twelve-Month Loss Amount.....................................................58
Uniform Single Attestation Program for Mortgage Bankers......................58
Uncertificated Pass-Through Rate.............................................60
Uncertificated Principal Balance.............................................60
Uncertificated Regular Interests.............................................60
Uncertificated REMIC I Pass-Through Rate.....................................60
Uncertificated REMIC II Pass-Through Rate....................................60
Uncertificated Regular Interests.............................................61
Uncertificated REMIC II Pass-Through Rate....................................61
Uninsured Cause..............................................................61
United States Person.........................................................61
Voting Rights................................................................62
Weighted Average Group II Maximum Net Mortgage Rate..........................62
Section 1.02. Determination of LIBOR................................................62
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
..............................................................64
Section 2.02 Acceptance by Trustee..........................................67
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Depositor..............................................68
Section 2.04 Representations and Warranties of Sellers......................71
Section 2.05 Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.........................73
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.............................74
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.......................76
Section 3.03 Successor Subservicers.........................................78
Section 3.04 Liability of the Master Servicer...............................78
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.............................................78
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee
..............................................................78
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Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account..............................................79
Section 3.08 Subservicing Accounts; Servicing Accounts......................81
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans.................................................83
Section 3.10 Permitted Withdrawals from the Custodial Account...............83
Section 3.11 Maintenance of MI Policy and Primary Insurance Coverage........85
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage
..............................................................86
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments................................87
Section 3.14 Realization Upon Defaulted Mortgage Loans......................89
Section 3.15 Trustee to Cooperate; Release of Mortgage Files................91
Section 3.16 Servicing and Other Compensation; Compensating Interest........93
Section 3.17 Reports to the Trustee and the Depositor.......................94
Section 3.18 Annual Statement as to Compliance..............................94
Section 3.19 Annual Independent Public Accountants' Servicing Report........95
Section 3.20 Right of the Depositor in Respect of the Master Servicer.......95
Section 3.21 The Mortgage Insurance Co-Trustee..............................95
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account............................................97
Section 4.02 Distributions..................................................98
Section 4.03 Statements to Certificateholders..............................108
Section 4.04 Distribution of Reports to the Trustee and the Depositor; Advances
by the Master Servicer........................................111
Section 4.05 Allocation of Realized Losses.................................113
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property
.............................................................115
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.................116
Section 4.08 Limited Mortgage Loan Repurchase Right........................116
Section 4.09 The Certificate Guaranty Insurance Policy.....................117
Section 4.10 Distribution of Basis Risk Shortfall Carry-Forward Amount; Basis
Risk Shortfall Reserve Fund...................................117
Section 4.11 Mortgage Insurance Premium Taxes Reserve Fund.................118
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates..............................................120
ix
Section 5.02 Registration of Transfer and Exchange of Certificates.........121
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............126
Section 5.04 Persons Deemed Owners.........................................126
Section 5.05 Appointment of Paying Agent...................................127
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Depositor and the Master Servicer
.............................................................128
Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer
.............................................................128
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and
Others........................................................129
Section 6.04 Depositor and Master Servicer Not to Resign...................130
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.............................................131
Section 7.02 Trustee or Depositor to Act; Appointment of Successor.........133
Section 7.03 Notification to Certificateholders............................134
Section 7.04 Waiver of Events of Default...................................134
Section 7.05 Servicing Trigger; Removal of Master Servicer.................135
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.............................................136
Section 8.02 Certain Matters Affecting the Trustee.........................137
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.........139
Section 8.04 Trustee May Own Certificates..................................139
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
.............................................................139
Section 8.06 Eligibility Requirements for Trustee..........................140
Section 8.07 Resignation and Removal of the Trustee........................141
Section 8.08 Successor Trustee.............................................142
Section 8.09 Merger or Consolidation of Trustee............................142
Section 8.10 Appointment of Co-Trustee or Separate Trustee.................142
x
Section 8.11 Appointment of Custodians.....................................143
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage Loans............................................145
Section 9.02 Additional Termination Requirements...........................148
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..........................................150
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification
.............................................................153
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.....................................................155
Section 11.02 Recordation of Agreement; Counterparts........................157
Section 11.03 Limitation on Rights of Certificateholders....................158
Section 11.04 Governing Law.................................................158
Section 11.05 Notices.......................................................159
Section 11.06 Notices to Rating Agencies and the Certificate Insurer........159
Section 11.07 Severability of Provisions....................................160
Section 11.08 Supplemental Provisions for Resecuritization..................160
Section 11.09 Rights of the Certificate Insurer.............................161
Section 11.10 Third-Party Beneficiary.......................................161
Exhibit A Form of Class A Certificate
Exhibit B Form of Class SB Certificate
Exhibit C [Reserved]
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II-A Loan Schedule
Exhibit F-3 Group II-B Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
xi
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 High Cost Loans
Exhibit P Form of ERISA Letter
Exhibit Q Certificate Guaranty Insurance Policy
Exhibit R Assignment Agreement
Exhibit S Mortgage Insurance Policy
xii
This Pooling and Servicing Agreement, effective as of June 1, 2002,
among RESIDENTIAL ASSET SECURITIES CORPORATION, as the depositor (together with
its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, a New York banking
corporation, as trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
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 and certain
other related assets (exclusive of the Basis Risk Shortfall Reserve Fund and the
Mortgage Insurance Premium Taxes Reserve Fund) subject to this Agreement as a
real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate")
and initial Uncertificated Principal Balance for each of the "regular interests"
in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity
date" (determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Distribution
Date in the month following the last scheduled monthly payment of the Mortgage
Loans. None of the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I LATEST POSSIBLE MATURITY
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE DATE
LT-A-1 Variable(1) $ 454,001,539.00 July 25, 0000
XX-X-0 Variable(1) $ 31,000,000.00 July 25, 0000
XX-X-0 Variable(1) $ 21,000,000.00 July 25, 0000
XX-X-0 Variable(1) $ 15,000,000.00 July 25, 0000
XX-X-0 Variable(1) $ 9,000,000.00 July 25, 0000
XX-X-0 Variable(1) $ 7,000,000.00 July 25,02032
LT-A-7 Variable(1) $ 13,000,000.00 July 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Group II Loans and certain
other related assets subject
1
to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC II." The Class R-II
Certificates will represent the sole class of "residual interests" in REMIC II
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated
Principal Balance for the "regular interest" in REMIC II (the "REMIC II Regular
Interest"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G- 1(a)(4)(iii)) for the REMIC II
Regular Interest shall be the Distribution Date in the month following the last
scheduled monthly payment of the Group II Mortgage Loans. The REMIC II Regular
Interest will not be certificated.
UNCERTIFICATED REMIC II LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
----------- ----------------- ----------------- -------------
LT-B Variable(1) $ 1,450,001,267.00 July 25, 2032
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
REMIC III
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular Interests
and the REMIC II Regular Interests (exclusive of the Basis Risk Shortfall
Reserve Fund and the Mortgage Insurance Premium Taxes Reserve Fund) subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as "REMIC III." The Class R-III Certificates
will represent the sole class of "residual interests" in REMIC III for purposes
of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC III (the "REMIC III Regular
Interests"). The "latest possible maturity date" (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC
III Regular Interest shall be the Distribution Date in the month following the
last scheduled monthly payment of the Group I Mortgage Loans and the Group II
Mortgage Loans. None of the REMIC III Regular Interests will be certificated.
UNCERTIFICATED REMIC III LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
----------- ----------------- ----------------- -------------
MT-A-I-AA Variable(1) $ 539,001,508.22 July 25, 2032
MT-A-I-1 Variable(1) $ 1,770,000.00 July 25, 2032
MT-A-1-2 Variable(1) $ 650,000.00 July 25, 2032
MT-A-I-3 Variable(1) $ 940,000.00 July 25, 2032
MT-A-I-4 Variable(1) $ 980,000.00 July 25, 2032
MT-A-I-5 Variable(1) $ 610,000.00 July 25, 2032
MT-A-I-6 Variable(1) $ 550,000.00 July 25, 2032
MT-A-I-ZZ Variable(1) $ 5,500,030.78 July 25, 2032
MT-AIO-1 Variable(1) $ N/A July 25, 2032
MT-A-II-AA Variable(1) $ 1,421,001,241.66 July 25, 2032
MT-A-IIA Variable(1) $ 7,250,000.00 July 25, 2032
2
MT-A-IIB Variable(1) $ 7,250,000.00 July 25, 2032
MT-A-II-ZZ Variable(1) $ 14,500,025.34 July 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate.
REMIC IV
As provided herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC III Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC IV. The Class R-IV Certificates will represent the sole
class of "residual interests" in REMIC IV for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
IV. The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC IV Regular Certificates shall be the Distribution Date occurring in the
month following the last scheduled monthly payment on any Mortgage Loan, except
for the Class A-I-IO Certificates for which it shall be the 30th Distribution
Date.
Pass- Aggregate Initial
Through- Certificate Final Scheduled
Designation Type Rate Principal Balance Features Distribution Date Initial Ratings
S&P Moody's
Senior/
Class A-I-1 Senior Adjustable(1) $ 177,000,000.00 Adjustable Rate April 25, 2017 AAA Aaa
Class A-I-2 Senior 4.04% $ 65,000,000.00 Senior January 25, 2022 AAA Aaa
Class A-I-3 Senior 4.59% $ 94,000,000.00 Senior October 25, 2026 AAA Aaa
Class A-I-4 Senior 5.35%(1) $ 98,000,000.00 Senior February 25, 2030 AAA Aaa
Class A-I-5 Senior 6.15%(1)(2) $ 61,000,000.00 Senior July 25, 2032 AAA Aaa
Class A-I-6 Senior 5.60%(1) $ 55,000,000.00 Senior/Lockout July 25, 2032 AAA Aaa
Senior/Interest
Class A-I-IO Senior 5.00%(1) $ Only December 25, 2004 AAA Aaa
djustable(1)(2 Senior/
Class A-IIA Senior A ) $725,000,000.00 Adjustable Rate July 25, 2032 AAA Aaa
djustable(1)(2 Senior/
Class A-IIB Senior A ) $725,000,000.00 Adjustable Rate July 25, 2032 AAA Aaa
Class SB-I Subordinate Adjustable(3) $ 1,538.Subordinate July 25, 2032 N/R N/R
Class SB-II Subordinate Adjustable(3) $ 1,266.Subordinate July 25, 2032 N/R N/R
Class R-I Residual N/A N/A Residual July 25, 2032 N/R N/R
Class R-II Residual N/A N/A Residual July 25, 2032 N/R N/R
Class R-III Residual N/A N/A Residual July 25, 2032 N/R N/R
Class R-IV Residual N/A N/A Residual July 25, 2032 N/R N/R
---------------
(1) Subject to a cap as described in the definition of "Pass-Through Rate"
herein. Calculated in accordance with the definition of "Pass-Through Rate"
herein.
3
(2) On and after the second Distribution Date after the first possible Group
I Optional Termination Date, the Pass-Through Rate on the Class A-I-5
Certificates will increase by a per annum rate equal to 0.50%. On and
after the second Distribution Date after the first possible Group II
Optional Termination Date, the margin on the Class A-II Certificates
will double.
(3) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates
will not accrue interest on their Certificate Principal Balance.
(4) The Class A-I-IO Certificates do not have a principal balance. For
purposes of calculating interest payments, interest will accrue on a
notional amount equal to the lesser of (a) (i) $96,000,000.00 for each
Distribution Date occurring in July 2002 through November 2002, (ii)
$65,000,000.00 for each Distribution Date occurring in December 2002
through April 2003, (iii) $44,000,000.00 for each Distribution Date
occurring in May 2003 through September 2003, (iv) $29,000,000.00 for
each Distribution Date occurring in October 2003 through February 2004,
(v) $20,000,000.00 for each Distribution Date occurring in March 2004
through July 2004, (vi) $13,000,000.00 for the Distribution Date
occurring in August 2004 through December 2004, and (vii) $0.00 for all
Distribution Dates after December 2004, and (b) the Stated Principal
Balance of the Group I Loans as of the end of the calendar month
immediately preceding the month in which such Distribution Date occurs.
The Group I Loans have an aggregate Cut-off Date Principal Balance equal
to approximately $550,001,539. The Group I Loans are fixed-rate, fully
amortizing and balloon payment, first lien and junior lien mortgage loans having
terms to maturity at origination or modification of generally not more than 30
years. The Group II Loans have an aggregate Cut-off Date Principal Balance equal
to approximately $1,450,001,267. The Group II Loans are adjustable-rate, fully
amortizing, first lien mortgage loans having terms to maturity at origination or
modification of generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
4
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
-----------
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date and
each Class of Class A Certificates, interest accrued during the related Interest
Accrual Period on the Certificate Principal Balance or Notional Amount, as
applicable, thereof immediately prior to such Distribution Date at the related
Pass-Through Rate for that Distribution Date, less any of the following interest
shortfalls from the related loan group, if any, allocated to that Class of
Certificates for that Distribution Date, which include:
(i) the interest portion (adjusted to the Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan))
of Excess Losses on the related Mortgage Loans to the extent allocated
to the related Class A Certificates,
(ii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of such Mortgage Loan
or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Losses, and
(iii) any other interest shortfalls on the related Mortgage Loans
not covered by Group I Excess Cash Flow or Group II Excess Cash Flow,
including interest that is not collectible from the Mortgagor for the
related Due Period pursuant to the Relief Act or similar legislation or
regulations as in effect from time to time,
with all such reductions allocated on the Group I Loans to the Class A-I
Certificates, and allocated on the Group II Loans to the Class A-II
Certificates, in each case on a pro rata basis based on Accrued Certificate
Interest on such Class of Certificates before any reductions on such
Distribution Date, in reduction of the Accrued Certificate Interest which would
have resulted absent such reductions. In addition to the foregoing, Accrued
Certificate Interest on the Class A Certificates may be reduced by the interest
portion of Realized Losses allocated through subordination pursuant to Section
4.05 hereof.
With respect to each Distribution Date and the Class SB Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate on the Notional Amount as specified in the definition of
Pass-Through Rate, immediately prior to such Distribution Date in each case,
reduced by any interest shortfalls with respect to the related Loan Group
including Prepayment Interest Shortfalls to the extent not covered by
Compensating Interest pursuant to Section 3.16 or by Group I Excess Cash Flow or
Group II Excess Cash Flow pursuant to clauses (x) and (xi) of Section 4.02(c) or
clauses (x) and (xi) of Section 4.02(d). In addition, Accrued Certificate
Interest with respect to each Distribution Date, as to the Class SB-I and Class
SB-II Certificates, shall be reduced
5
by an amount equal to the interest portion of Realized Losses allocated to the
Group I Overcollateralization Amount and Group II Overcollateralization Amount,
respectively, pursuant to Section 4.05 hereof. Accrued Certificate Interest on
the Class A-I Certificates (other than the Class A-I-1 Certificates) and Class
SB-I Certificates shall accrue interest on the basis of a 360-day year
consisting of twelve 30-day months. Accrued Certificate Interest on the Class
A-I-1 Certificates, Class A-II Certificates and Class SB-II Certificates shall
accrue on the basis of a 360-day year and the actual number of days in the
related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjustment Date: As to each adjustable rate Mortgage Loan, each date set
forth in the related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For purposes of
this definition, "control" means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04, 4.07 or 4.08 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the Due Date in the related Due
Period.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value based upon the appraisal made at the time of
origination of the loan which was refinanced or modified or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
6
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Depositor relating to the
transfer and assignment of the Mortgage Loans, attached hereto as Exhibit R.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
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 and the
Certificate Insurer 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.
Basis Risk Shortfall: With respect to the Class A-IIA Certificates and
any Distribution Date for which the Pass-Through Rate for such Certificates is
equal to the Group II Net WAC Cap Rate, the excess, if any, of (x) Accrued
Certificate Interest on the Class A-IIA Certificates for such Distribution Date,
using the lesser of (a) LIBOR plus the Class A-IIA Margin, as calculated for
such Distribution Date, and (b) the Weighted Average Group II Maximum Net
Mortgage Rate, over (y) Accrued Certificate Interest on the Class A-IIA
Certificates for such Distribution Date at the Group II Net WAC Cap Rate. With
respect to the Class A-IIB Certificates and any Distribution Date for which the
Pass-Through Rate for such Certificates is equal to the Group II Net WAC Cap
Rate, the excess, if any, of (x) Accrued Certificate Interest on the Class A-IIB
Certificates for such Distribution Date, using the lesser of (a) LIBOR plus the
Class A-IIB Margin, as calculated for such Distribution Date, and (b) the
Weighted Average Group II Maximum Net Mortgage Rate, over (y) Accrued
Certificate Interest on the Class A-IIB Certificates for such Distribution Date
at the Group II Net WAC Cap Rate.
Basis Risk Shortfall Carry-Forward Amount: With respect to the Class A-IIA
and the Class A-IIB Certificates and each Distribution Date, the sum of (a) the
aggregate amount of Basis Risk
7
Shortfall for such Certificates on such Distribution Date which is not covered
on such Distribution Date by payments from the Basis Risk Shortfall Reserve Fund
plus (b) any Basis Risk Shortfall Carry-Forward Amount for such Certificates
remaining unpaid from the preceding Distribution Date, plus (c) one month's
interest on the amount in clause (b) (based on the number of days in the
preceding Interest Accrual Period) at a rate equal to the lesser of (i) LIBOR
plus the Class A-IIA Margin, with respect to the Class A-IIA Certificates, or
LIBOR plus the Class A-IIB Margin, with respect to the Class A-IIB Certificates,
for such Distribution Date and (ii) the Weighted Average Group II Maximum Net
Mortgage Rate.
Basis Risk Shortfall Reserve Fund: An "outside reserve fund" within the
meaning of Treasury regulation Section 1.860G-2(h), which is not an asset of any
REMIC, ownership of which is evidenced by the Class SB-II Certificates, and
which is established and maintained pursuant to Section 4.10.
Basis Risk Shortfall Reserve Fund Deposit: With respect to the Basis
Risk Shortfall Reserve Fund, an amount equal to $5,000, which the Trustee shall
deposit into the Trust Fund pursuant to Section 4.10 hereof.
Basis Risk Shortfall Reserve Fund Residual Right: The right to
distributions from the Basis Risk Shortfall Reserve Fund as described in Section
4.10 hereof.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of California, the State of
Minnesota, the State of Texas, the State of New York or the State of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time located) are required or authorized by law
or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year: January 1 through March 31, April 1
through June 30, July 1 though September 30, and October 1 through December 31.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A, Class SB or Class R Certificate.
-----------
Certificate Account: The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2002-KS4"and which must be an Eligible Account. Any such account or
8
accounts created and maintained subsequent to the Closing Date shall be subject
to the approval of the Certificate Insurer, which approval shall not be
unreasonably withheld.
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 purposes of giving any consent or
direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register. Unless
otherwise indicated in this Agreement, the Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions taken by the Trustee on
behalf of the Certificateholders, such reference to Certificateholders shall
include the Certificate Insurer as long as there is no Certificate Insurer
Default continuing.
Certificate Guaranty Insurance Policy: The Certificate Guaranty Insurance
Policy No. AB0562BE issued by the Certificate Insurer in respect of the Class A
Certificates, a copy of which is attached hereto as Exhibit Q.
Certificate Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled
stock insurance corporation or its successors in interest.
Certificate Insurer Account: An account of the Certificate Insurer
maintained at Citibank, N.A. (ABA No. 021-000089), Account No. 00000000,
Attention: Xxxxxx Xxxxxx, or such other account as may be designated by the
Certificate Insurer to the Trustee in writing not less than five Business Days
prior to the related Distribution Date.
Certificate Insurer Default: The existence and continuance of any of the
following: (a) a failure by the Certificate Insurer to make a payment required
under the Certificate Guaranty Insurance Policy in accordance with its terms; or
(b)(i) the Certificate Insurer (A) files any petition or commences any case or
proceeding under any provision or chapter of the Bankruptcy Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization, (B) makes a general assignment for the benefit of
its creditors, or (C) has an order for relief entered against it under the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is
final and nonappealable; or (ii) a court of competent jurisdiction, the
Wisconsin insurance department or other competent regulatory authority enters a
final and nonappealable order, judgment or decree (A) appointing a custodian,
trustee, agent or receiver for the Certificate Insurer or for all or any
material
9
portion of its property or (B) authorizing the taking of possession by a
custodian, trustee, agent or receiver of the Certificate Insurer (or the taking
of possession of all or any material portion of the property of the Certificate
Insurer).
Certificate Insurer Premium: The premium payable to the Certificate
Insurer on each Distribution Date in an amount equal to one-twelfth of the
product of the Certificate Insurer Premium Rate and the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date.
Certificate Insurer Premium Modified Rate: With respect to any Mortgage
Loan and any date of determination, the Certificate Insurer Premium Rate for the
Class A Certificates times a fraction equal to (x) the aggregate Certificate
Principal Balance of the Class A Certificates as of such date over (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of such date.
Certificate Insurer Premium Rate: With respect to each Class of Class A
Certificates and any date of determination, the per annum rate specified in the
Insurance Agreement for the purpose of calculating the related Certificate
Insurer Premium.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate
(other than a Class A-I- IO Certificate), on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to such Certificate
(or any predecessor Certificate) (including such amounts paid pursuant to the
Certificate Guaranty Insurance Policy) and applied to reduce the Certificate
Principal Balance or amount thereof pursuant to Section 4.02(c) and Section
4.02(d) and (y) the aggregate of all reductions in Certificate Principal Balance
deemed to have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to
Section 4.05 (other than any such amounts included in an Insured Amount and paid
pursuant to the Certificate Guaranty Insurance Policy). With respect to each
Class SB-I Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an amount equal
to (i) the excess, if any, of (A) the then aggregate Stated Principal Balance of
the Group I Loans over (B) the then aggregate Certificate Principal Balance of
the Class A-I Certificates then outstanding plus (ii) any Group I Diverted
Excess Spread and minus (iii) any Group II Diverted Excess Spread. With respect
to each Class SB- II Certificate, on any date of determination, an amount equal
to the Percentage Interest evidenced by such Certificate multiplied by an amount
equal to (i) the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Group II Loans over (B) the then aggregate Certificate Principal
Balance of the Class A-II Certificates then outstanding, plus (ii) any Group II
Diverted Excess Spread and minus (iii) any Group I Diverted Excess Spread. The
Class A-I-IO Certificates and Class R Certificates will not have a Certificate
Principal Balance.
10
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I Certificates or Class A-II
Certificates.
Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-I-3, Class A-I-4, Class A-I-5, Class A-I-6 or Class A-I-IO Certificates.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class A-I-5 Certificate: Any one of the Class A-I-5 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
Class A-I-6 Certificate: Any one of the Class A-I-6 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC IV
for purposes of the REMIC Provisions.
11
Class A-I-6 Lockout Distribution Amount: For any Distribution Date, the
product of (x) the Class A-I-6 Lockout Percentage for that Distribution Date and
(y) the Class A-I-6 Pro Rata Distribution Amount for that Distribution Date. In
no event shall the Class A-I-6 Lockout Distribution Amount for a Distribution
Date exceed the Group I Principal Distribution Amount for that Distribution
Date.
Class A-I-6 Lockout Percentage: For each Distribution Date, the applicable
percentage set forth below:
(i) for any Distribution Date from July 2002 through and including June
2005, 0%,
(ii) for any Distribution Date from July 2005 through and including June
2007, 45%,
(iii) for any Distribution Date from July 2007 through and including June
2008, 80%,
(iv) for any Distribution Date from July 2008 through and including June
2009, 100%, and
(v) for any Distribution Date from July 2009 and thereafter, 300%.
Class A-I-6 Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-I-6 Certificates immediately prior
to that Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately prior to
that Distribution Date and (y) the Group I Principal Distribution Amount for
that Distribution Date.
Class A-I-IO Certificate: Any one of the Class A-I-IO Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R-IV Certificates with respect to distributions of
interest and the allocation of the interest portion of Realized Losses in
respect of Loan Group I as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions.
Class A-II Certificate: Any one of the Class A-IIA Certificates or Class
A-IIB Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, senior to the
Class SB-II Certificates and Class R-IV Certificates with respect to
distributions and the allocation of Realized Losses in respect of Loan Group II
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC IV for purposes of the REMIC Provisions and (ii) the
right to receive the Basis Risk Shortfall Carry- Forward Amount from the Basis
Risk Shortfall Reserve Fund.
Class A-IIA Certificate: Any one of the Class A-IIA Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
12
Class A-IIB Certificate: Any one of the Class A-IIB Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, and evidencing an
interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Class A-IIA Margin: Initially, 0.2475% per annum, and on any
Distribution Date or on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.4950% per annum.
Class A-IIB Margin: Initially, 0.2500% per annum, and on any
Distribution Date on or after the second Distribution Date after the first
possible Group II Optional Termination Date, 0.5000% per annum.
Class A-IIA Principal Distribution Amount: For any Distribution Date,
the product of (x) the Group II Principal Distribution Amount and (y) a
fraction, the numerator of which is the Group II Principal Allocation Amount for
the Group II-A Loans for that Distribution Date and the denominator of which is
the Group II Principal Allocation Amount for all of the Group II Loans for that
Distribution Date.
Class A-IIB Principal Distribution Amount: For any Distribution Date,
the product of (x) the Group II Principal Distribution Amount and (y) a
fraction, the numerator of which is the Group II Principal Allocation Amount for
the Group II-B Loans for that Distribution Date and the denominator of which is
the Group II Principal Allocation Amount for all of the Group II Loans for that
Distribution Date.
Class R Certificate: Any one of the Class R-I, Class R-II Certificates,
Class R-III Certificates or Class R-IV Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Class R-III Certificate: Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate: Any one of the Class R-IV Certificates executed by
the Trustee and authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D and
13
evidencing an interest designated as a "residual interest" in REMIC IV for
purposes of the REMIC Provisions.
Class SB Certificate: Any one of the Class SB-I Certificates and Class
SB-II Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit C, subordinate to the Class A-I Certificates
with respect to distributions and the allocation of Realized Losses in respect
of Loan Group I as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A-II Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group II as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC IV for purposes of the
REMIC Provisions.
Closing Date: July 2, 2002.
------------
Code: The Internal Revenue Code of 1986.
----
Compensating Interest: With respect to any Distribution Date, any amount
paid by the Master Servicer in accordance with Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at JPMorgan Chase Bank, 000 X. 00xx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: Institutional Trust Services/Structured Finance
Services, RASC 2002-KS4. For purposes of Section 3.21 of this Agreement,
however, such term shall mean the office of the Mortgage Insurance Co-Trustee,
located at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, or such
other office as the Mortgage Insurance Co-Trustee shall designate.
Credit Repository: Equifax, Transunion and Experian, or their successors in
interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates and for the Certificate Insurer,
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.
14
Custodian: A custodian appointed pursuant to a Custodial Agreement and
reasonably acceptable to the Certificate Insurer.
Cut-off Date: June 1, 2002.
Cut-off Date Balance: The sum of the Group I Cut-off Date Balance and the
Group II Cut-off Date Balance.
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
June 2002), 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.
Deficiency Amount: With respect to the Class A Certificates as of any
Distribution Date, (i) any shortfall in amounts available in the Certificate
Account to pay interest at the Pass-Through Rate for the related Interest
Accrual Period on the Certificate Principal Balance of the related Class A
Certificates at the then applicable Pass-Through Rate, net of any interest
shortfalls relating to the Relief Act and any Prepayment Interest Shortfalls
allocated to the related Class A Certificates, (ii) the principal portion of any
Realized Losses allocated to the Class A Certificates with respect to such
Distribution Date and (iii) the Certificate Principal Balance of the Class A
Certificates to the extent unpaid on the Final Distribution Date or earlier
termination of the Trust Fund pursuant to the terms of this Agreement. The
Deficiency Amount does not include any Basis Risk Shortfalls and the Certificate
Guaranty Insurance Policy does not cover any Basis Risk Shortfall Carry-Forward
Amounts.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquency Ratio: With respect to any Distribution Date and the
Mortgage Loans, the percentage equivalent of a fraction (a) the numerator of
which equals the sum of (i) 100% of the aggregate Stated Principal Balance of
all Mortgage Loans that are 90 or more days Delinquent, (ii) 75% of the
aggregate Stated Principal Balance of all Mortgage Loans that are in foreclosure
and (iii) 100% of the aggregate Stated Principal Balance of all Mortgage Loans
that are converted to REO Properties, in each case as of the last day of the
related Due Period and (b) the denominator of which
15
is the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of such Due Period.
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(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A
Disqualified Organization also includes any "electing large partnership," as
defined in Section 775(a) of the Code and any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause either REMIC or any
Person having an Ownership Interest in any Class of Certificates
16
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Class R Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of JPMorgan
Chase Bank, or (v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating Agency that use of
any such account as the Custodial Account or the Certificate Account will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution
Date and each Loan Group, the lesser of (a) one-twelfth of 0.125% of the Stated
Principal Balance of the related Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee, all income and gain on
amounts held in the Custodial Account and the Certificate Account and payable to
the Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02(a) except as may be required
pursuant to the last sentence of such Section.
17
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
-----
Event of Default: As defined in Section 7.01.
----------------
Excess Loss: Any Group I Excess Loss or Group II Excess Loss.
-----------
Excess Realized Loss: Any Realized Loss on a Group I Loan or Group II
Loan, other than an Group I or Group II Excess Fraud Loss, Group I or Group II
Excess Special Hazard Loss, Group I or Group II Excess Bankruptcy Loss or Group
I or Group II Extraordinary Loss, to the extent that the amount of such Realized
Loss, plus the aggregate amount of such Realized Losses on all of the Mortgage
Loans since the Cut-off Date, is in excess of 10.00% of the Cut-off Date
Balance, if there is a Mortgage Insurance Policy Provider Default under the MI
Policy, and 6.50% of the Cut-off Date Balance, if there is no Mortgage Insurance
Policy Provider Default under the MI Policy.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of
determination, the Servicing Fee Rate, the rate per annum at which the
Subservicing Fee accrues and, where applicable, the Mortgage Insurance Premium
Rate.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property 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
18
an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public
authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Loss: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of
the Certificates, as follows: with respect to the Class A-I-1 Certificates,
April 25, 2017; with respect to the Class A-I-2 Certificates, January 25, 2022;
with respect to the Class A-I-3 Certificates, October 25, 2026; with respect to
the Class A-I-4 Certificates, February 25, 2030; with respect to the Class
A-I-IO Certificates, December 25, 2004; and with respect to the Class A-I-5,
Class A-I-6 and Class A-II Certificates, July 25, 2032. No event of default
under this Agreement will arise or become applicable solely by reason of the
failure to retire the entire Certificate Principal Balance of any Class of Class
A Certificates on or before its Final Scheduled Distribution Date.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss: Any loss on a Mortgage Loan 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.
19
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
or Exhibit F-3 hereto, as applicable, as the "NOTE MARGIN," which percentage is
added to the related Index on each Adjustment Date to determine (subject to
rounding in accordance with the related Mortgage Note, the Periodic Cap, the
Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be
borne by such Mortgage Loan until the next Adjustment Date.
Group I Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group I Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group I Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group I Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group I Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group I Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 9.01 in respect of the Group I Loans, reduced by (b)
the sum as of the close of business on the immediately preceding Determination
Date of (v) the Mortgage Insurance Premium payable to the MI Policy, (w) any
payments or collections consisting of prepayment charges on the Group I Loans
that were received during the related Prepayment Period, (x) the Amount Held for
Future Distribution with respect to the Group I Loans, (y) amounts permitted to
be withdrawn by the Master Servicer from the Custodial Account in respect of the
Group I Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a) and
(z) the Certificate Insurer Premium payable with respect to the related Class A
Certificates on such Distribution Date.
Group II Available Distribution Amount: As to any Distribution Date, an
amount equal to (a) the sum of (i) the amount relating to the Group II Loans on
deposit in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans that are
Group II Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date with respect to the Group II Loans, (iii) any
amount deposited in the Certificate Account on the related Certificate Account
Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of
the Group II Loans, (iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of
the Group II Loans and (v) any amount deposited in the Certificate Account
pursuant to Section 4.07, 4.08 or 9.01 in respect of the Group II Loans, reduced
by (b) the sum as of the close of business on the immediately preceding
Determination Date of (v) the Mortgage Insurance Premium payable to the MI
Policy, (w) any payments or collections consisting of prepayment charges on the
Group II Loans that were received during the related Prepayment Period, (x) the
Amount Held for Future Distribution with respect to the Group II Loans, (y)
amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Group II Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a) and (z) the Certificate Insurer Premium payable
with respect to the related Class A Certificates on such Distribution Date.
20
Group I Bankruptcy Amount: As of any date of determination, an amount
equal to $215,731, less the sum of any amounts allocated through Section 4.05
for Bankruptcy Losses on the Group I Loans up to such date of determination. The
Group I 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
approval from the Certificate Insurer and written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class A-I
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency without taking into account the Certificate Guaranty Insurance Policy,
and (ii) provide a copy of such written confirmation to the Trustee and the
Certificate Insurer.
Group II Bankruptcy Amount: As of any date of determination, an amount
equal to $706,287, less the sum of any amounts allocated through Section 4.05
for Bankruptcy Losses on the Group II Loans up to such date of determination.
The Group II 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
approval from the Certificate Insurer and written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class
A-II Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency without taking into account the Certificate Guaranty
Insurance Policy, and (ii) provide a copy of such written confirmation to the
Trustee and the Certificate Insurer.
Group I Cumulative Insurance Payments: As of any time of determination,
the aggregate amount of all Insured Amounts previously paid by the Certificate
Insurer under the Certificate Guaranty Insurance Policy in respect of the Class
A-I Certificates (other than those attributable to Excess Losses) minus (a) the
aggregate of all payments previously made to the Certificate Insurer pursuant to
Section 4.02(c)(v) and (d)(vi) hereof as reimbursement for such Insured Amounts,
plus (b) interest thereon from the date such amounts became due until paid in
full, at a rate of interest equal to the rate set forth in the Insurance
Agreement.
Group II Cumulative Insurance Payments: As of any time of determination,
the aggregate amount of all Insured Amounts previously paid by the Certificate
Insurer under the Certificate Guaranty Insurance Policy in respect of the Class
A-II Certificates (other than those attributable to Excess Losses) minus (a) the
aggregate of all payments previously made to the Certificate Insurer pursuant to
Section 4.02(c)(vi) and (d)(v) hereof as reimbursement for such Insured Amounts,
plus (b) interest thereon from the date such amounts became due until paid in
full, at a rate of interest equal to the rate set forth in the Insurance
Agreement.
Group I Cut-off Date Balance: $550,001,538.54.
----------------------------
Group II Cut-off Date Balance: $1,450,001,267.53.
-----------------------------
Group I Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-I Certificates that, pursuant to Section
4.02(c), is used to increase the Group II Overcollateralization Amount or is
used to offset Realized Losses on any Group II Loans. Any reduction in the Group
II Overcollateralization Amount shall first reduce the Group I Diverted
21
Excess Spread until it is reduced to zero. In the event of a distribution in
respect of a Group II Overcollateralization Reduction Amount to the Class SB-I
Certificates, such reduction shall be deemed to be applied to reduce any Group I
Diverted Excess Spread. No interest will accrue on the Group I Diverted Excess
Spread.
Group II Diverted Excess Spread: Any amount otherwise payable as Accrued
Certificate Interest on the Class SB-II Certificates that, pursuant to Section
4.02(d), is used to increase the Group I Overcollateralization Amount or is used
to offset Realized Losses on any Group I Loans. Any reduction in the Group I
Overcollateralization Amount shall first reduce the Group II Diverted Excess
Spread until it is reduced to zero. In the event of a distribution in respect of
a Group I Overcollateralization Reduction Amount to the Class SB-II
Certificates, such reduction shall be deemed to be applied to reduce any Group
II Diverted Excess Spread. No interest will accrue on the Group II Diverted
Excess Spread.
Group I Excess Bankruptcy Loss: With respect to the Group I Loans, any
Bankruptcy Loss on the Group I Loans, or portion thereof, which exceeds the
then-applicable Group I Bankruptcy Loss Amount.
Group II Excess Bankruptcy Loss: With respect to the Group II Loans, any
Bankruptcy Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Bankruptcy Loss Amount.
Group I Excess Cash Flow: With respect to the Group I Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
I Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group I Interest Distribution Amount for that Distribution Date and (b)
the Group I Principal Remittance Amount for that Distribution Date and (B) the
Group I Overcollateralization Reduction Amount, if any, for that Distribution
Date.
Group II Excess Cash Flow: With respect to the Group II Loans and any
Distribution Date, an amount equal to the sum of (A) the excess of (i) the Group
II Available Distribution Amount for that Distribution Date over (ii) the sum of
(a) the Group II Interest Distribution Amount for that Distribution Date and (b)
the Group II Principal Remittance Amount for that Distribution Date and (B) the
Group II Overcollateralization Reduction Amount, if any, for that Distribution
Date.
Group I Excess Fraud Loss: With respect to the Group I Loans, any Fraud
Loss on the Group I Loans, or portion thereof, which exceeds the then-applicable
Group I Fraud Loss Amount.
Group II Excess Fraud Loss: With respect to the Group II Loans, any
Fraud Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Fraud Loss Amount.
Group I Excess Loss: Any Group I Excess Fraud Loss, Group I Excess
Special Hazard Loss, Group I Excess Bankruptcy Loss, Group I Extraordinary Loss
or an Excess Realized Loss on a Group I Loan.
22
Group II Excess Loss: Any Group II Excess Fraud Loss, Group II Excess
Special Hazard Loss, Group II Excess Bankruptcy Loss, Group II Extraordinary
Loss or an Excess Realized Loss on a Group II Loan.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group I Excess Special Hazard Loss: With respect to the Group I Loans,
any Special Hazard Loss on the Group I Loans, or portion thereof, that exceeds
the then-applicable Group I Special Hazard Amount.
Group II Excess Special Hazard Loss: With respect to the Group II Loans,
any Special Hazard Loss on the Group II Loans, or portion thereof, that exceeds
the then-applicable Group II Special Hazard Amount.
Group I Extraordinary Losses: Any loss incurred on a Group I Loan caused by
or resulting from an Extraordinary Event.
Group II Extraordinary Losses: Any loss incurred on a Group II Loan caused
by or resulting from an Extraordinary Event.
Group I First Stepdown Date: That Distribution Date, which is the later
to occur of (a) the Distribution Date in July 2004 and (b) the first
Distribution Date on which the aggregate Stated Principal Balance of the Group I
Loans, prior to giving effect to distributions to be made on such Distribution
Date, is less than 50% of the Group I Cut-off Date Principal Balance.
Group I First Stepdown Trigger Test: The Group I First Stepdown Trigger
Test is failed if either:
(x) the Rolling Six Month Delinquency Ratio for the Group I Loans
equals or exceeds 11.00% or
(y) the cumulative aggregate amount of Realized Losses on the Group I
Loans with respect to any Distribution Date equals or exceeds
1.50% of the Group I Cut-off Date Principal Balance.
Group I 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 3.00% of the Group I Cut-off Date Balance minus
the aggregate amount of Fraud Losses on the Group I 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 the second anniversary of the
Cut-off Date, an amount
23
equal to (1) the lesser of (a) the Group I Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Group I Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group I 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)
on and after the second anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Group I 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 Group I Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Group I 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.
The Group I 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 (i) obtain
written approval from the Certificate Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-I Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency, without taking into account the Certificate Guaranty
Insurance Policy; and (ii) provide a copy of such written confirmation to the
Trustee and the Certificate Insurer.
Group II 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 3.00% of the Group II Cut-off Date Balance minus
the aggregate amount of Fraud Losses on the Group II 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 the second anniversary of the
Cut-off Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 2.00% of
the aggregate outstanding principal balance of all of the Group II Loans as of
the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses on
the Group II 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) on and after the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Group II 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 Group II Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group II 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.
The Group II 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 (i) obtain
written approval from the Certificate Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-II Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency, without taking into account the Certificate
Guaranty Insurance Policy; and (ii) provide a copy of such written confirmation
to the Trustee and the Certificate Insurer.
24
Group I Interest Distribution Amount: The amount payable to the Class A-I
Certificates pursuant to Section 4.02(c)(i).
Group II Interest Distribution Amount: The amount payable to the Class A-II
Certificates pursuant to Section 4.02(d)(i).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as the Group II-A Loans and the Group
II-B Loans.
Group I Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) multiplied by the weighted
average of the Uncertificated REMIC III Pass-Through Rates for REMIC III Regular
Interest MT-A-I-1, REMIC III Regular Interest MT- A-I-2, REMIC III Regular
Interest MT-A-I-3, REMIC III Regular Interest MT-A-I-4, REMIC III Regular
Interest MT-A-I-5, REMIC III Regular Interest MT-A-I-6 and REMIC III Regular
Interest MT-A-I-ZZ, with the rate on REMIC III Regular Interest MT-A-I-1 subject
to a cap equal to the lesser of (a) LIBOR plus 0.12% per annum and (b) the Group
I Net WAC Cap Rate for such Distribution Date multiplied by a fraction, the
numerator of which is 30, and the denominator of which is the actual number of
days in the related Interest Accrual Period for purposes of this calculation;
with the rate on REMIC III Regular Interest MT-A-I-2 equal to the 4.040% per
annum for purposes of this calculation; with the rate on REMIC III Regular
Interest MT-A-I-3 equal to 4.590% per annum for purposes of this calculation;
with the rate on REMIC III Regular Interest MT- A-I-4 subject to a cap equal to
the lesser of (a) 5.350% per annum and (b) the Group I Net WAC Cap Rate for
purposes of this calculation; with the rate on REMIC III Regular Interest
MT-A-I-5 subject to a cap equal to the lesser of (i) on or prior to the first
Distribution Date after the first possible Group I Optional Termination Date, a
per annum rate equal to the lesser of (a) 6.150% per annum and (b) the Group I
Net WAC Cap Rate for such Distribution Date and (ii) on any Distribution Date
thereafter, the lesser of (a) 6.650% per annum and (b) the Group I Net WAC Cap
Rate for purposes of this calculation; with the rate on REMIC III Regular
Interest MT-A-I-6 subject to a cap equal to the lesser of (a) 5.600% per annum
and (b) the Group I Net WAC Cap Rate for purposes of this calculation; with the
rate on REMIC III Regular Interest MT-I-8 subject to a cap equal to the lesser
of (a) 6.656% per annum and (b) the Group I Net WAC Cap Rate for purposes of
this calculation; and with the rate on REMIC III Regular Interest MT-A-I-ZZ
subject to a cap of zero for purposes of this calculation.
Group II Marker Rate: With respect to the Class SB-II Certificates and
any Distribution Date, a per annum rate equal to two (2) multiplied by the
weighted average of the Uncertificated REMIC III Pass-Through Rates for REMIC
III Regular Interest MT-A-IIA, REMIC III Regular Interest MT-A-IIB and REMIC III
Regular Interest MT-A-II-ZZ, with the rate on REMIC III Regular Interest
MT-A-IIA subject to a cap equal to the lesser of (a) LIBOR plus the Class A-IIA
Margin and (b) the Group II Net WAC Cap Rate for such Distribution Date for
purposes of this calculation; with the rate on REMIC III Regular Interest
MT-A-IIB subject to a cap equal to the lesser of (a) LIBOR plus the Class A-IIB
Margin and (b) the Group II Net WAC Cap Rate for such Distribution
25
Date for purposes of this calculation; and with the rate on REMIC III Regular
Interest MT-A-II-ZZ subject to a cap of zero for purposes of this calculation.
Group I Net WAC Cap Rate: For the July 2002 Distribution Date through
the December 2004 Distribution Date, (1) the weighted average of the Net
Mortgage Rates of the Group I Loans before taking into account distributions to
be made on such Distribution Date minus (2) the Pass-Through Rate for the Class
A-I-IO Certificates for such Distribution Date multiplied by a fraction, the
numerator of which is (x) the Notional Amount of the Class A-I-IO Certificates
for such Distribution Date, and the denominator of which is (y) the aggregate
Stated Principal Balance of the Group I Loans before taking into account
distributions to be made on such Distribution Date. For any subsequent
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates of the Group I Loans before taking into account distributions to
be made on such Distribution Date. For federal income tax purposes, however, the
equivalent of the foregoing, expressed as a per annum rate (but not less than
zero) equal to the weighted average of (x) the Uncertificated REMIC 1
Pass-Through Rate with respect to REMIC 1 Regular Interest LT-A-1 for such
Distribution Date and (y) the excess, if any, of (1) the Uncertificated REMIC I
Pass-Through Rate with respect to REMIC I Regular Interest LT-A-7 for such
Distribution Date over (2) (A) in the case of the Distribution Date in July 2002
through the Distribution Date in December 2004, 5.00% per annum and (B) in the
case of any Distribution Date thereafter, 0.00% per annum; weighted, (i) for the
Distribution Dates in July 2002 through November 2002, in the case of clause
(x), on the basis of the Uncertificated Principal Balance of REMIC I Regular
Interest LT-A-1 and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT- A-2 through
LT-A-7, (ii) for the Distribution Dates in December 2002 through April 2003, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-A-1 and LT-A-2, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-A-3 through LT-A-7, (iii) for the Distribution
Dates in May 2003 through September 2003, in the case of clause (x), on the
basis of the aggregate Uncertificated Principal Balances of REMIC I Regular
Interests LT-A-1 through LT-A-3, and in the case of clause (y), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-A-4 through LT-A-7, (iv) for the Distribution Dates in October 2003 through
February 2004, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-A-1 through
LT-A-4, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT- A-5 through
LT-A-7, (v) for the Distribution Dates in March 2004 through July 2004, in the
case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-A-1 through LT-A-5, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balances of
REMIC I Regular Interests LT-A-6 and LT-A-7, (vi) for the Distribution Dates in
August 2004 through December 2004, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-A-1 through LT-A-6, and in the case of clause (y), on the basis of the
Uncertificated Principal Balance of REMIC I Regular Interest LT-A-7.
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
product of (i) the weighted average of the Net Mortgage Rates of the Group II
Loans before taking into account distributions to be made on such Distribution
Date, weighted on the basis of the Stated Principal
26
Balances thereof as of the beginning of the related Due Period, and (ii) a
fraction equal to 30 divided by the actual number of days in the related
Interest Accrual Period.
Group I Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group I Loans is less than 10.00% of the
Group I Cut-off Date Balance.
Group II Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Group II Loans is less than 10.00% of the
Group II Cut-off Date Balance.
Group I Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group I Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-I Certificates (other than the Class A-I-IO Certificates) as of such
date, before taking into account distributions of principal to be made on that
date.
Group II Overcollateralization Amount: With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Group II Loans before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal Balance of
the Class A-II Certificates as of such date, before taking into account
distributions of principal to be made on that date.
Group I Overcollateralization Floor: With respect to the Group I Loans,
an amount equal to the product of (a) 0.50% and (b) the Group I Cut-off Date
Balance.
Group II Overcollateralization Floor: With respect to the Group II
Loans, an amount equal to the product of (a) 0.50% and (b) the Group II Cut-off
Date Balance.
Group I Overcollateralization Increase Amount: With respect to any
Distribution Date prior to the Distribution Date occurring in January 2003,
zero. With respect to any Distribution Date on and after the Distribution Date
occurring in January 2003, the lesser of (a) the Group I Excess Cash Flow for
such Distribution Date available to make payments pursuant to Section
4.02(c)(viii) plus the Group II Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(d)(vii) and (ix), and (b)
the excess, if any, of (1) the Group I Required Overcollateralization Amount for
such Distribution Date over (2) the Group I Overcollateralization Amount for
such Distribution Date.
Group II Overcollateralization Increase Amount: With respect to any
Distribution Date prior to the Distribution Date occurring in January 2003,
zero. With respect to any Distribution Date on and after the Distribution Date
occurring in January 2003, the lesser of (a) the Group II Excess Cash Flow for
such Distribution Date available to make payments pursuant to Section
4.02(d)(viii) plus the Group I Excess Cash Flow for such Distribution Date
available to make payments pursuant to Section 4.02(c)(vii) and (ix), and (b)
the excess, if any, of (1) the Group II Required Overcollateralization Amount
for such Distribution Date over (2) the Group II Overcollateralization Amount
for such Distribution Date.
27
Group I Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group I Excess Overcollateralization Amount
is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group I Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group I
Principal Remittance Amount on such Distribution Date.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group II Overcollateralization
Reduction Amount shall be equal to the lesser of (i) the Group II Excess
Overcollateralization Amount for that Distribution Date and (ii) the Group II
Principal Remittance Amount on such Distribution Date.
Group 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 II Principal Allocation Amount: With respect to any Distribution
Date and the Group II Loans, the sum of (a) the Group II Principal Remittance
Amount for that Distribution Date and (b) the aggregate amount of Realized
Losses on the Group II Loans in the calendar month preceding that Distribution
Date.
Group I Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) the Group I Available
Distribution Amount over (y) the Group I Interest Distribution Amount, and (ii)
any Group II Excess Cash Flow used to pay principal on the Class A-I
Certificates pursuant to clauses (iv), (vii) and (ix) of Section 4.02(d), and
(b) the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each Outstanding
Mortgage Loan that is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan repurchased
during the related Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in
the Custodial Account in connection with the substitution of a Deleted
Mortgage Loan that is a Group I Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group I Loans (including, without limitation, Principal
Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the related Prepayment
28
Period (or deemed to have been so received) to the extent applied by the
Master Servicer as recoveries of principal of the Group I Loans pursuant
to Section 3.14; and
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses) incurred (or deemed to have been incurred) on any
Group I Loans in the calendar month preceding such Distribution Date to
the extent covered by Group I Excess Cash Flow for such Distribution
Date or to the extent covered by Group II Excess Cash Flow pursuant to
Section 4.02(d)(iv);
(v) the Group I Overcollateralization Increase Amount for such
Distribution Date to the extent covered by Group I Excess Cash Flow for
such Distribution Date or to the extent covered by Group II Excess Cash
Flow pursuant to Section 4.02(d)(vii) or (ix);
minus
(vi) the amount of any Group I Overcollateralization Reduction
Amount for such Distribution Date.
Group II Principal Distribution Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i) the excess of (x) Group II Available
Distribution Amount over (y) the Group II Interest Distribution Amount, and (ii)
any Group I Excess Cash Flow used to pay principal on the Class A-II
Certificates pursuant to clauses (iv), (vii) and (ix) of Section 4.02(c), and
(b) the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each Outstanding
Mortgage Loan that is a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan
repurchased during the related Prepayment Period (or deemed to have been
so repurchased in accordance with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04, 4.07 or 4.08 and the amount of any shortfall deposited
in the Custodial Account in connection with the substitution of a
Deleted Mortgage Loan that is a Group II Loan pursuant to Section 2.03
or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group II Loans (including, without limitation, Principal
Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the related Prepayment Period
(or deemed to have been so received) to the extent applied by the Master
Servicer as recoveries of principal of the Group II Loans pursuant to
Section 3.14; and
(iv) the principal portion of any Realized Losses (other than
Group II Excess Losses) incurred (or deemed to have been incurred) on
any Group II Loans in the calendar month preceding such Distribution
Date to the extent covered by Group II Excess Cash Flow for such
Distribution Date or to the extent covered by Group I Excess Cash Flow
pursuant to Section 4.02(c)(iv);
29
(v) the Group II Overcollateralization Increase Amount for such
Distribution Date to the extent covered by Group II Excess Cash Flow for
such Distribution Date or to the extent covered by Group I Excess Cash
Flow pursuant to Section 4.02(c)(vii) or (ix);
minus
(vi) the amount of any Group II Overcollateralization Reduction
Amount for such Distribution Date.
Group I Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group I Principal Distribution Amount for that Distribution Date.
Group II Principal Remittance Amount: With respect to any Distribution
Date, all amounts described in clauses (b)(i) through (iii) of the definition of
Group II Principal Distribution Amount for that Distribution Date.
GroupI Required Overcollateralization Amount: With respect to any
Distribution Date:
(i) prior to the Group I First Stepdown Date, an amount equal to
0.60% of the Group I Cut-off Date Balance;
(ii) on or after the Group I First Stepdown Date, but prior to the
occurrence of the Group I Second Stepdown Date, if the Group I
First Stepdown Trigger Test was failed on the Group I First
Stepdown Date, an amount equal to 0.60% of the Group I Cut-off
Date Balance;
(iii) on or after the Group I First Stepdown Date, but prior to the
occurrence of the Group I Second Stepdown Date, if the Group I
First Stepdown Trigger Test was satisfied on the Group I First
Stepdown Date, the greatest of:
(a) 1.20% of the then outstanding aggregate Stated Principal Balance
of the Group I Loans;
(b) if the aggregate amount of Realized Losses with
respect to such Distribution Date equals or exceeds
2.00% of the aggregate Cut-off Date Principal
Balance of the Group I Loans, an amount equal to
0.60% of the Group I Cut-off Date Balance; and
(c) 0.50% of the Group I Cut-off Date Balance;
(iv) on or after the Group I Second Stepdown Date, if the Group I
Second Stepdown Trigger Test was failed on the Group I Second
Stepdown Date, the greatest of:
(a) an amount equal to 1.80% of the aggregate Stated
Principal Balance of the Group I Loans;
30
(b) if the aggregate amount of Realized Losses with
respect to any Distribution Date equals or exceeds
3.50% of the aggregate Cut-off Date Principal
Balance of the Group I Loans, an amount equal to
0.60% of the aggregate Cut-off Date Principal
Balance of the Group I Loans; and
(c) 0.50% of the aggregate Cut-off Date Principal Balance
of the Group I Loans; and
(v) on or after the Group I Second Stepdown Date, if the Group I
Second Stepdown Trigger Test was satisfied on the Group I Second
Stepdown Date, the greatest of:
(a) 1.20% of the then outstanding aggregate Stated
Principal Balance of the Group I Loans;
(b) if the aggregate amount of Realized Losses with
respect to any Distribution Date equals or exceeds
3.50% of the aggregate Cut-off Date Principal
Balance of the Group I Loans, an amount equal to
0.60% of the aggregate Cut-off Date Principal
Balance of the Group I Loans; and
(c) 0.50% of the aggregate Cut-off Date Principal Balance
of the Group I Loans.
The Group I Required Overcollateralization Amount may be reduced with
the prior written consent of the Certificate Insurer and notification to the
Rating Agencies.
Group II Required Overcollateralization Amount: With respect to any
Distribution Date, an amount equal to the Group II Overcollateralization Floor.
The Group II Required Overcollateralization Amount may be reduced with the prior
written consent of the Certificate Insurer and notification to the Rating
Agencies.
Group I Second Stepdown Date: That Distribution Date which is the later
to occur of (a) the Group I First Stepdown Date and (b) the first Distribution
Date on which the aggregate Stated Principal Balance of the Group I Loans, prior
to giving effect to distributions to be made on such Distribution Date, is less
than 33% of the Group I Cut-off Date Balance.
Group I Second Stepdown Trigger Test: The Group I Second Stepdown Trigger
Test is failed if either:
(x) the Rolling Six Month Delinquency Ratio for the Group I Loans
equals or exceeds 16.00% or
(y) the cumulative aggregate amount of Realized Losses on the Group I
Loans with respect to any Distribution Date equals or exceeds
2.50% of the Group I Cut-off Date Principal Balance.
31
Group I Special Hazard Amount: As of any Distribution Date, an amount
equal to $5,500,015 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group I Loans through Subordination in accordance with
Section 4.05 and (ii) the Group I Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the "Group I
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 Group I Adjustment Amount for such anniversary) exceeds the
greater of (A) the greatest of (i) twice the outstanding principal balance of
the Group I Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Group I 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 Group I Loans in any single five-digit California zip
code area with the largest amount of Group I 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 Group I 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 Group
I 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 Group I Loans, expressed as a
percentage, and the denominator of which is equal to 6.50% (which percentage is
equal to the percentage of Group I 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 Group I Loan secured by a Mortgaged Property located in the
State of California.
The Group I 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 approval of the Certificate Insurer and obtain confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-I Certificates (without regard to the Certificate Guaranty Insurance
Policy) by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group II Special Hazard Amount: As of any Distribution Date, an amount
equal to $14,500,013 minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated to the Group II Loans through Subordination in accordance with
Section 4.05 and (ii) the Group II Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut- off Date, the "Group II
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 Group II Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Group II Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Group II 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 Group II Loans in any single five-digit California zip
code area with the largest amount of Group I Loans by aggregate principal
balance as
32
of such anniversary and (B) the greater of (i) the product of 0.50% multiplied
by the outstanding principal balance of all Group II 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 Group II 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 Group II Loans, expressed as a percentage, and
the denominator of which is equal to 13.1% (which percentage is equal to the
percentage of Group II 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 Group II Loan
secured by a Mortgaged Property located in the State of California.
The Group II 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 approval of the Certificate Insurer and obtain confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-II Certificates (without regard to the Certificate Guaranty Insurance
Policy) by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating
Agency.
Group I Uncertificated Regular Interests: The REMIC I Regular Interests
and the REMIC III Group I Regular Interests.
Group II Uncertificated Regular Interests: The REMIC II Regular
Interests and the REMIC III Group II Regular Interests.
Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory", "usable work in progress" or similar classification which would,
if classified unusable, be included in the foregoing definition.
High Cost Loan: The Mortgage Loans, if any, set forth hereto as Exhibit
O that are subject to special rules, disclosure requirements and other
provisions that were added to the Federal Truth in Lending Act by the Home
Ownership and Equity Protection Act of 1994.
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.
33
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class A-I-IO Certificates and Class R
Certificates), the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Account: The account or accounts created and maintained
pursuant to Section 4.09, which shall be entitled "JPMorgan Chase Bank, as
trustee, in trust for the registered holders of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2002-KS4," and which must be an Eligible Account.
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
July 2, 2002, among the Certificate Insurer, the Trustee, the Master Servicer
and the Depositor.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to the MI Policy and any Primary Insurance Policy or any other related
insurance policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing mortgage loans
held for its own account.
Insured Amount: With respect to the Class A Certificates, as of any
Distribution Date, the Deficiency Amount, if any, for such Distribution Date.
Interest Accrual Period: With respect to the Class A-I Certificates
(other than the Class A-I-1 Certificates) and the Class SB-I Certificates and
any Distribution Date, the prior calendar month. With respect to the Class
A-I-1, Class A-II and Class SB-II Certificates, (i) with respect to the
Distribution Date in July 2002, the period commencing on the Closing Date and
ending on the day preceding the Distribution Date in July 2002, and (ii) with
respect to any Distribution Date after the Distribution Date in July 2002, the
period commencing on the Distribution Date in the month immediately preceding
the month in which such Distribution Date occurs and ending on the day preceding
such Distribution Date.
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Certificate Insurer, the Trustee, any Mortgagor, any
Manager of a Mortgaged Property, or any Person known to a Responsible Officer of
the Trustee to be an Affiliate of any of them.
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
34
LIBOR: With respect to any Distribution Date, the arithmetic mean of the
London interbank offered rate quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates: The Class A-I-1 Certificates and Class A-II
Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Loan Group I or Loan Group II, as applicable.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-2 and Exhibit F-3, consisting of two
sub-groups of mortgage loans referred to as Loan Group II-A and Loan Group II-B.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: With respect to each Class of Certificates of regular
interest or Uncertificated Regular Interest issued by each of REMIC I, REMIC II,
REMIC III and REMIC IV, other than the Class A-I-IO Certificates, 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, July 25, 2032, which is the Distribution Date
occurring in the month following the last scheduled monthly payment of any of
the Mortgage Loans, and which for the Class A-I-IO Certificates is December 25,
2004, which is the 30th Distribution Date.
Maximum Mortgage Rate: As to any adjustable rate Mortgage Loan, the rate
indicated in Exhibit F-2 and Exhibit F-3 hereto as the "NOTE CEILING," which
rate is the maximum interest rate that may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such Mortgage Loan.
35
Maximum Net Mortgage Rate: As to any Mortgage Loan and any date of
determination, the Maximum Mortgage Rate minus the sum of (i) the Expense Fee
Rate and (ii) the Certificate Insurer Premium Modified Rate as of such date.
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.
MI Policy: The bulk primary mortgage insurance policy issued by the
Mortgage Insurance Policy Provider on the Cut-off Date.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan, the
greater of (i) the Note Margin and (ii) the rate indicated in Exhibit F-2 and
Exhibit F-3 hereto as the "NOTE FLOOR", which rate may be applicable to such
adjustable rate Mortgage Loan at any time during the life of such adjustable
rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
-------
Mortgage: With respect to each Mortgage Note, the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage
Note.
36
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Insurance Co-Trustee: X.X. Xxxxxx Trust Company, National
Association, or any successor thereto.
Mortgage Insurance Policy Provider: Mortgage Guaranty Insurance
Corporation, a Wisconsin corporation, or any successor thereto.
Mortgage Insurance Policy Provider Default: An event of default by the
Mortgage Insurance Policy Provider under Section 2.8(b) of the Endorsement to
the Mortgage Guaranty Master Policy (which is part of the MI Policy) or other
event which would result in the cancellation of coverage for all of the Mortgage
Loans then covered by the MI Policy.
Mortgage Insurance Premium: As to either Loan Group and any Distribution
Date, the aggregate amount payable to the Mortgage Insurance Policy Provider
under the MI Policy.
Mortgage Insurance Premium Rate: As to each Mortgage Loan covered by the
MI Policy, the per annum rate applicable to such Mortgage Loan as set forth in
the MI Policy and as may be adjusted from time to time.
Mortgage Insurance Premium Taxes Reserve Fund: An "outside reserve fund"
within the meaning of Treasury regulation Section 1.860G-2(h), which is not an
asset of any REMIC, and which is established and maintained pursuant to Section
4.11. Ownership of the Mortgage Insurance Premium Taxes Reserve Fund shall be
held by Residential Funding.
Mortgage Insurance Premium Taxes Reserve Fund Deposit: With respect to
the Mortgage Insurance Premium Taxes Reserve Fund, an amount equal to
$39,000.00, which the Trustee shall deposit into the Trust Fund pursuant to
Section 4.11 hereof. Also, the Depositor may make additional deposits into the
Mortgage Insurance Premium Taxes Reserve Fund after the Closing Date, which
shall be included in the Mortgage Insurance Premium Taxes Reserve Fund Deposit.
Mortgage Insurance Premium Taxes Reserve Fund Residual Right: The right
to distributions from the Mortgage Insurance Premium Taxes Reserve Fund as
described in Section 4.11 hereof. Residential Funding as owner of the Mortgage
Insurance Premium Taxes Reserve Fund also shall be the holder of the Mortgage
Insurance Premium Taxes Reserve Fund Residual Right.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto
as Exhibit F-1, Exhibit F-2 and Exhibit F-3 (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans), which lists shall
set forth at a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
37
(iii) the maturity of the Mortgage Note ("MATURITY DATE", or
"MATURITY DT" for Mortgage Loans and if such Mortgage Loan is a Balloon
Loan, the amortization term thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE")
(v) the Mortgage Rate as of the Cut-off Date for an adjustable
rate Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and
interest as of the Cut- off Date ("ORIGINAL P & I" or "CURRENT P & I"
for the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or vacation
residence (the absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence (the absence
of any such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii) the Maximum Mortgage Rate for the adjustable rate Mortgage
Loans ("NOTE CEILING");
(xiii) the maximum Adjusted Net Mortgage Rate for the adjustable
rate Mortgage Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans
("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the
adjustable rate Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC INCR");
(xvii) whether the Mortgage Loan is covered by the MI Policy
("CODE 34"), the absence of such code representing that the Mortgage
Loan is not covered by the MI Policy; and
38
(xviii)the rounding of the semi-annual or annual adjustment to
the Mortgage Rate with respect to the adjustable rate Mortgage Loans
("NOTE METHOD").
Such schedules may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on Exhibit F-2 or Exhibit F-3, as
applicable, hereto, except in the case of the adjustable rate Mortgage Loans
indicated by an "X" on Exhibit F-2 or Exhibit F-3, as applicable, hereto under
the heading "NOTE METHOD"), of the related Index plus the Note Margin, in each
case subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum
Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of
determination, a per annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the sum of (i) the related Expense Fee Rate and (ii)
the Certificate Insurer Premium Modified Rate; provided that, with respect to
any Group II Loans, (a) the Net Mortgage Rate becoming effective on any
Adjustment Date shall not be greater or less than the Net Mortgage Rate
immediately prior to such Adjustment Date plus or minus the Periodic Cap
applicable to such Group II Loan and (b) the Net Mortgage Rate for any Group II
Loan shall not exceed a rate equal to the Maximum Net Mortgage Rate for such
Group II Loan.
Net WAC Cap Rate: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Mortgage Loans, multiplied by a
fraction equal to 30 divided by the actual number of days in the related
Interest Accrual Period.
Non-United States Person: Any Person other than a United States Person.
39
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer 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,
the Certificate Insurer and the Master Servicer setting forth such
determination, which shall include any other information or reports obtained by
the Master Servicer such as property operating statements, rent rolls, property
inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above, the Trustee shall be entitled to rely
upon any determination by the Master Servicer that any Advance previously made
is a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time
of reference thereto, is not subject to a Subservicing Agreement.
Note Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
or Exhibit F-3, as applicable, hereto as the "NOTE MARGIN," which percentage is
added to the Index on each Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such adjustable rate Mortgage Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
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Notional Amount: With respect to the Class SB-I Certificates,
immediately prior to any Distribution Date, the aggregate of the Uncertificated
Principal Balances of the REMIC I Regular Interests; and with respect to the
Class SB-II Certificates, immediately prior to any Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC II Regular
Interests. With respect to the Class A-I-IO Certificates, the lesser of (a)
$96,000,000 for the July 2002 through November 2002 Distribution Dates;
$65,000,000 for the December 2002 through April 2003 Distribution Dates;
$44,000,000 for the May 2003 through September 2003 Distribution Dates;
$29,000,000 for the October 2003 through February 2004 Distribution Dates;
$20,000,000 for the March 2004 through July 2004 Distribution Dates; $13,000,000
for the August 2004 through December 2004 Distribution Dates; and $0 for
Distribution Dates following the December 2004 Distribution Date; and (b) the
outstanding aggregate Stated Principal Balance of the Group I Loans. For federal
income tax purposes, however, the Class A-I-IO Certificates will have a notional
amount
40
equal to (i) for any Distribution Date from July 2002 through November 2002, the
aggregate Uncertificated Principal Balances of REMIC I Regular Interests LT-2
through LT-7; (ii) for any Distribution Date from December 2002 through April
2003, the aggregate Uncertificated Principal Balances of REMIC I Regular
Interests LT-3 through LT-7; (iii) for any Distribution Date from May 2003
through September 2003, the aggregate Uncertificated Principal Balances of REMIC
I Regular Interests LT-4 through LT-7; (iv) for any Distribution Date from
October 2003 through February 2004, the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-5 through LT-7; (v) for any
Distribution Date from March 2004 through July 2004, the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-6 and LT-7;
and (vi) for any Distribution Date from August 2004 through December 2004, the
Uncertificated Principal Balance of REMIC I Regular Interest LT-7.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee and the Certificate
Insurer, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, the Certificate Insurer and the Master Servicer, who may be counsel for
the Depositor or the Master Servicer, provided that any opinion of counsel (i)
referred to in the definition of "Disqualified Organization" or (ii) relating to
the qualification of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs or
compliance with the REMIC Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
Outstanding Mortgage Loan: As to the Due Date in any Due Period, a
Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I-1 Certificates and each
Interest Accrual Period, the lesser of (a) LIBOR plus 0.12% per annum and (b)
the Group I Net WAC Cap Rate for such Distribution Date multiplied by a
fraction, the numerator of which is 30, and the denominator of which is the
actual number of days in the related Interest Accrual Period.
With respect to the Class A-I-2 Certificates and each Interest Accrual
Period, 4.04% per annum.
With respect to the Class A-I-3 Certificates and each Interest Accrual
Period, 4.59% per annum.
41
With respect to the Class A-I-4 Certificates and each Interest Accrual
Period, the lesser of (a) 5.35% per annum and (b) the Group I Net WAC Cap Rate
for such Distribution Date.
With respect to the Class A-I-5 Certificates and each Interest Accrual
Period, (i) on or prior to the first Distribution Date after the first possible
Group I Optional Termination Date, the lesser of (a) 6.15% per annum and (b) the
Group I Net WAC Cap Rate for such Distribution Date and (ii) on any Distribution
Date thereafter, the lesser of (a) 6.65% per annum and (b) the Group I Net WAC
Cap Rate for such Distribution Date.
With respect to the Class A-I-6 Certificates and each Interest Accrual
Period, a per annum rate equal to the lesser of (a) 5.60% per annum and (b) the
Group I Net WAC Cap Rate for such Distribution Date.
With respect to the Class A-I-IO Certificates and for each Distribution
Date from the Distribution Date occurring in July 2002 through December 2004,
5.000% per annum, and thereafter, 0.00% per annum.
With respect to the Class A-IIA Certificates and each Interest Accrual
Period, the lesser of (a) LIBOR plus the Class A-IIA Margin and (b) the Group II
Net WAC Cap Rate.
With respect to the Class A-IIB Certificates and each Interest Accrual
Period, the lesser of (a) LIBOR plus the Class A-IIB Margin and (b) the Group II
Net WAC Cap Rate.
With respect to the Class SB-I Certificates and any Distribution Date, a
rate per annum equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (i) through
(viii) below, and the denominator of which is the aggregate Uncertificated
Principal Balance of the REMIC III Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class SB-I Certificates, the numerator
is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-AA minus the Group I Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-AA;
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-1 minus the Group I Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-1;
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-2 minus the Group I Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-2;
(iv) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-3 minus the Group I Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-3;
42
(v) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-4 minus the Group I Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-4;
(vi) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-5 minus the Group I Marker Rate applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-5;
(vii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-6 minus the Group I Marker Rate applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-6; and
(viii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I- ZZ minus the Group I Marker Rate applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-I-ZZ.
With respect to the Class SB-II Certificates and any Distribution Date,
a rate per annum equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (i) through
(iv) below, and the denominator of which is the aggregate Uncertificated
Principal Balance of the REMIC III Group II Regular Interests. For purposes of
calculating the Pass-Through Rate for the Class SB-II Certificates, the
numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-II-AA minus the Group II Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC
III Regular Interest MT-A-II-AA;
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-IIA minus the Group II Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-IIA;
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-IIB minus the Group II Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III
Regular Interest MT-A-IIB; and
(iv) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-II- ZZ minus the Group II Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC
III Regular Interest MT-A-II-ZZ.
Paying Agent: JPMorgan Chase Bank or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate, the
undivided percentage ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate
43
Initial Certificate Principal Balance of all of the Certificates of the same
Class. The Percentage Interest with respect to a Class SB or Class R Certificate
shall be stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper and
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
44
(vi) other obligations or securities that are acceptable to the
Certificate Insurer and each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then- current
rating or the rating assigned to such Certificates as of the Closing
Date by such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and 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 and P-1 in the case of Moody's.
Permitted Transferee: Any Transferee of a Class R Certificate,
other than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Prepayment Assumption: With respect to the Class A-I Certificates, the
prepayment assumption to be used for determining the accrual of original issue
discount and premium and market discount on such Certificates for federal income
tax purposes, which assumes a constant prepayment rate of one-tenth of 23% per
annum of the then outstanding principal balance of the Group I Loans in the
first month of the life of such Group I Loans and an additional one-tenth of 23%
per annum in each month thereafter until the tenth month, and beginning in the
tenth month and in each month thereafter during the life of the Group I Loans, a
constant prepayment rate of 23% per annum each month ("23% HEP"). With respect
to the Class A-II Certificates, a prepayment assumption of 28% of the constant
prepayment rate, used for determining the accrual of original issue discount and
premium and market discount on such Certificates for federal income tax
purposes. The constant prepayment rate assumes that the stated percentage of the
outstanding principal balance of the Group II Loans is prepaid over the course
of a year.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount of such Curtailment.
45
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1, Exhibit F-2 and Exhibit F-3 with the
exception of either code "23," "34" or "96" under the column "MI CO CODE".
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: The AlterNet Seller Guide as incorporated into the
Residential Funding Seller Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to accommodate the servicing of the Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances or (b) if such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the Stated Principal Balance thereof plus
the principal portion of any related unreimbursed Advances if such Mortgage Loan
(or REO Property) and (2) the fair market value thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee, the Certificate Insurer Premium
Modified Rate and the related Mortgage Insurance Premium Rate, if any, is
calculated in the case of a Modified Mortgage Loan) or (b) in the case of a
purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) plus the related Mortgage
Insurance Premium Rate plus the Certificate Insurer Premium Modified Rate, in
each case on the Stated Principal Balance thereof to the first day of the month
following the month of purchase from the Due Date to which interest was last
paid by the Mortgagor.
Qualified 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 Xxxxxx
Xxx- or Xxxxxxx Mac-approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by a
46
nationally recognized statistical rating organization. Any replacement insurer
with respect to a Mortgage Loan must have at least as high a claims paying
ability rating as the insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement (other
than the representations and warranties set forth therein with respect to the
number of loans (including the related percentage) in excess of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more Delinquent;
(vii) not be subject to the requirements of HOEPA (as defined in the Assignment
Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material compliance with the Program Guide, that was effective as of the
closing of such Mortgage Loan, is valid and binding, and remains in full force
and effect, unless the Mortgage Property is located in the State of Iowa where
an attorney's certificate has been provided as described in clause (k) of the
Program Guide; (ix) not be a Balloon Loan, unless the Mortgage Loan being
substituted for was also a Balloon Loan; (x) have a Mortgage Rate that adjusts
with the same frequency and based upon the same Index as that of the Deleted
Mortgage Loan; (xi) have a Note Margin not less than that of the Deleted
Mortgage Loan; (xii) have a Periodic Rate Cap that is equal to that of the
Deleted Mortgage Loan; and (xiii) have a next Adjustment Date no later than that
of the Deleted Mortgage Loan.
Rating Agency: Standard & Poor's and Moody's. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor
and with respect to the Class A Certificates, the Certificate Insurer, notice of
which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate plus the
sum of the applicable Mortgage Insurance Premium Rate and the Certificate
Insurer Premium Modified 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
47
the month in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate plus the sum
of the applicable Mortgage Insurance Premium Rate and the Certificate Insurer
Premium Modified 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 and the Certificate Insurer in writing that
the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the Master Servicer
or a Subservicer, in either case without giving effect to any Debt Service
Reduction.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates, the Business Day immediately preceding such Distribution Date.
With respect to each Distribution Date and the Certificates (other than the
LIBOR Certificates), the close of business on the last Business Day of the month
next preceding the month in which the related Distribution Date occurs.
Regular Certificates: The Class A Certificates and the Class SB
Certificates.
Regular Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
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, acceptable to the Certificate Insurer, subject to
assumption of the REMIC Administrator obligations under this Agreement.
48
REMIC I: The segregated pool of assets subject hereto (exclusive of the
Basis Risk Shortfall Reserve Fund and the Mortgage Insurance Premium Taxes
Reserve Fund, each of which is not an asset of any REMIC), constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:(i)
the Group I Loans and the related Mortgage Files; (ii) all payments on and
collections in respect of the Group I Loans due after the Cut-off Date (other
than Monthly Payments due in June 2002) as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to the Trust
Fund; (iii) property which secured a Group I Loan and which has been acquired
for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy and
rights under the MI Policy pertaining to the Group I Loans, if any; and (v) all
proceeds of clauses (i) through (v) above.
REMIC I Regular Interests: REMIC I Regular Interest LT-A-1, REMIC I
Regular Interest LT- A-2, REMIC I Regular Interest LT-A-3, REMIC I Regular
Interest LT-A-4, REMIC I Regular Interest LT-A-5, REMIC I Regular Interest
LT-A-6 and REMIC I Regular Interest LT-A-7.
REMIC I Regular Interest LT-A-1: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-2: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-3: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-4: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-5: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC I Regular Interest LT-A-6: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
49
REMIC I Regular Interest LT-A-7: A regular interest in REMIC I that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto (exclusive of the
Basis Risk Shortfall Reserve Fund and the Mortgage Insurance Premium Taxes
Reserve Fund, each of which is not an asset of any REMIC), constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:(i)
the Group II Loans and the related Mortgage Files; (ii) all payments on and
collections in respect of the Group II Loans due after the Cut-off Date (other
than Monthly Payments due in June 2002) as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to the Trust
Fund; (iii) property which secured a Group II Loan and which has been acquired
for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure; (iv) the hazard insurance policies and Primary Insurance Policy and
rights under the MI Policy pertaining to the Group II Loans, if any; and (v) all
proceeds of clauses (i) through (iv) above.
REMIC II Regular Interest: REMIC II Regular Interest LT-B.
-------------------------
REMIC II Regular Interest LT-B: A regular interest in REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest at the related
Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC I Regular Interests and the REMIC II Regular Interests.
REMIC III Group I Diverted Excess Spread: 1% of the Group I Diverted Excess
Spread.
REMIC III Group II Diverted Excess Spread: 1% of the Group II Diverted
Excess Spread.
REMIC III Group I Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group I Regular Interests then
outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest MT-A-I-AA minus the related Marker Rate, divided by (b) 12.
REMIC III Group II Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC III Group II Regular Interests
then outstanding and (ii) the Uncertificated Pass-Through Rate for REMIC III
Regular Interest MT-A-II-AA minus the related Marker Rate divided by (b) 12.
REMIC III Group I Overcollateralized Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC III Group I Regular Interests
50
minus (ii) the Uncertificated Principal Balances of REMIC III Regular Interest
MT-A-I-1, MT-A-I-2, MT-A-I-3, MT-A-I-4, MT-A-I-5 and MT-A-I-6, in each case as
of such date of determination.
REMIC III Group II Overcollateralized Amount: With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Principal Balances of
the REMIC III Group II Regular Interests minus (ii) the Uncertificated Principal
Balances of REMIC III Regular Interests MT-A-IIA and MT-A-IIB, in each case as
of such date of determination.
REMIC III Group I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group I Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two multiplied by the sum of the
Uncertificated Principal Balances of REMIC III Regular Interests XX-X-0, XX-X-0,
XX-X-0, XX-X-0, XX-X-0 and MT-I-6 and the denominator of which is the sum of the
Uncertificated Principal Balances of REMIC III Regular Interests MT-A-I-1,
MT-A-I-2, MT-A-I-3, MT-A-I-4, MT-A-I-5, MT-A-I-6 and MT-A-I-ZZ.
REMIC III Group II Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Stated
Principal Balance of the Group II Loans then outstanding and (ii) 1 minus a
fraction, the numerator of which is two multiplied by the sum of the
Uncertificated Principal Balances of REMIC III Regular Interests MT-A-IIA and
MT-A- IIB and the denominator of which is the sum of the Uncertificated
Principal Balances of REMIC III Regular Interests MT-A-IIA, MT-A-IIB and
MT-A-II-ZZ.
REMIC III Group I Regular Interests: REMIC III Regular Interest
MT-A-I-AA, REMIC III Regular Interest MT-A-I-1, REMIC III Regular Interest
MT-A-I-2, REMIC III Regular Interest MT- A-I-3, REMIC III Regular Interest
MT-A-I-4, REMIC III Regular Interest MT-A-I-5, REMIC III Regular Interest
MT-A-I-6, REMIC III Regular Interest MT-A-I-ZZ and REMIC III Regular Interest
MT-AIO-1.
REMIC III Group II Regular Interests: REMIC III Regular Interest
MT-A-II-AA, REMIC III Regular Interest MT-A-IIA, REMIC III Regular Interest
MT-A-IIB and REMIC III Regular Interest MT-A-II-ZZ.
REMIC III Group I Required Overcollateralization Amount: 1% of the Group I
Required Overcollateralization Amount.
REMIC III Group II Required Overcollateralized Amount: 1% of the Group II
Required Overcollateralization Amount.
REMIC III Regular Interest MT-A-I-AA: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-1: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal
51
Balance, that bears interest at the related Uncertificated Pass-Through Rate,
and that has such other terms as are described herein.
REMIC III Regular Interest MT-A-I-2: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-3: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-4: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-5: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-6: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-I-ZZ: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-AIO-1: A Regular Interest in REMIC III
that is held as an asset of REMIC IV, that has an initial notional balance equal
to the related Notional Balance, that bears interest at the related
Uncertificated Pass-Through Rate and in that has such other terms as are
described herein.
REMIC III Regular Interest MT-A-I-ZZ Maximum Interest Deferral Amount:
With respect to any Distribution Date, the sum of (A) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
MT-A-I-ZZ Uncertificated Pass-Through Rate and an Uncertificated Principal
Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC
III Regular Interest MT-A-I-ZZ over (y) the REMIC III Group I Overcollateralized
Amount, in each case for such Distribution Date, over (ii) Uncertificated
Accrued Interest on REMIC III Regular Interest MT-A-I-1 with the rate on REMIC
III Regular Interest MT-A-I-1 subject to a cap equal to the lesser of (a) LIBOR
plus 0.12% per annum and (b) the Group I Net WAC Cap Rate for
52
such Distribution Date multiplied by a fraction, the numerator of which is 30,
and the denominator of which is the actual number of days in the related
Interest Accrual Period for purposes of this calculation; Uncertificated Accrued
Interest on REMIC III Regular Interest MT-A-I-2 with the rate on REMIC III
Regular Interest MT-A-I-2 equal to 4.040% per annum for purposes of this
calculation; Uncertificated Accrued Interest on REMIC III Regular Interest
MT-A-I-3 with the rate on REMIC III Regular Interest MT-A-I-3 equal to 4.590%
per annum for purposes of this calculation; Uncertificated Accrued Interest on
REMIC III Regular Interest MT-A-I-4 with the rate on REMIC III Regular Interest
MT-A-I-4 subject to a cap equal to the lesser of (a) 5.350% per annum and (b)
the Group I Net WAC Cap Rate for purposes of this calculation; Uncertificated
Accrued Interest on REMIC III Regular Interest MT-A-I-5 with the rate on REMIC
III Regular Interest MT-A-I-5 subject to a cap equal to the lesser of (i) on or
prior to the first Distribution Date after the first possible Group I Optional
Termination Date, a per annum rate equal to the lesser of (a) 6.150% per annum
and (b) the Group I Net WAC Cap Rate for such Distribution Date and (ii) on any
Distribution Date thereafter, the lesser of (a) 6.650% per annum and (b) the
Group I Net WAC Cap Rate for purposes of this calculation; Uncertificated
Accrued Interest on REMIC III Regular Interest MT-A-I-6 with the rate on REMIC
III Regular Interest MT-A-I-6 subject to a cap equal to the lesser of subject to
a cap equal to the lesser of (a) 5.600% per annum and (b) the Group I Net WAC
Cap Rate for purposes of this calculation; and (B) the REMIC III Group II
Diverted Excess Spread.
REMIC III Regular Interest MT-A-II-AA: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-IIA: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-IIB: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal the related Uncertificated Principal Balance, that bears interest at the
related Uncertificated Pass-Through Rate, and that has such other terms as are
described herein.
REMIC III Regular Interest MT-A-II-ZZ: A regular interest in REMIC III
that is held as an asset of REMIC IV, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest MT-A-II-ZZ Maximum Interest Deferral Amount:
With respect to any Distribution Date, the sum of (A) the excess of (i)
Uncertificated Accrued Interest calculated with the REMIC III Regular Interest
MT-A-II-ZZ Uncertificated Pass-Through Rate and an Uncertificated Principal
Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC
III Regular Interest MT-A-II-ZZ over (y) the REMIC III Group II
Overcollateralized Amount, in each case for such Distribution Date, over (ii)
Uncertificated Accrued Interest on REMIC
53
III Regular Interest MT-A-IIA with the rate on REMIC III Regular Interest
MT-A-II-AA subject to a cap equal to (i) the lesser of (a) LIBOR plus the Class
A-IIA Margin and (b) the Group II Net WAC Cap Rate for such Distribution Date
for purposes of this calculation; Uncertificated Accrued Interest on REMIC III
Regular Interest MT-A-IIB with the rate on REMIC III Regular Interest MT- A-IIB
subject to a cap equal to the lesser of (a) LIBOR plus the Class A-IIB Margin
and (b) the Group II Net WAC Cap Rate for such Distribution Date for purposes of
this calculation; and (B) the REMIC III Group I Diverted Excess Spread.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made, consisting of the
REMIC III Regular Interests.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
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, the
Mortgage Insurance Premium Rate and the Certificate Insurer Premium Modified
Rate that would have been applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
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
54
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.
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 with direct responsibility for the administration of this Agreement.
Rolling Six-Month Delinquency Ratio: As of any Distribution Date, the
fraction, expressed as a percentage, equal to the average of the Delinquency
Ratio for the Mortgage Loans for each of the six (or one, two, three, four and
five in the case of the first, second, third, fourth and fifth Distribution
Dates) immediately preceding Due Periods.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the seller contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Depositor, each containing representations and
warranties in respect of one or more Mortgage Loans.
55
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, (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 and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE," as may be adjusted with respect to successor
Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable pursuant to a
modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee and the Certificate Insurer by the Master Servicer, as such list may
from time to time be amended.
Servicing Trigger: As of any Distribution Date, for purposes of Section
7.05, "Servicing Trigger; Removal of Master Servicer," the occurrence of any of
the following scenarios:
(a) the Rolling Six-Month Delinquency Ratio is greater than 19.00%
for the then-current Distribution Date;
(b) the aggregate Twelve Month Loss Amount is greater than or equal
to 3.00% of the average aggregate Stated Principal Balance of the
Mortgage Loans for the then- current Distribution Date and the
eleven preceding Distribution Dates; or
(c) the aggregate Realized Losses on the Mortgage Loans exceed (a)
with respect to the first 24 Distribution Dates, 2.25% of the
aggregate Cut-off Date Principal Balance,
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(b) with respect to the next 12 Distribution Dates, 3.50% of the
aggregate Cut-off Date Principal Balance, (c) with respect to the
next 12 Distribution Dates, 4.50% of the aggregate Cut-off Date
Principal Balance, and (d) with respect to all Distribution Dates
thereafter, 6.00% of the aggregate Cut-off Date Principal
Balance.
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 suffered
by such Mortgaged Property on account of direct physical loss, exclusive of (i)
any loss of a type covered by a hazard policy or a flood insurance policy
required to be maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss not covered as
a result of any coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, 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 Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period in which the most recent Distribution Date occurs which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss incurred with respect to such Mortgage Loan allocated to Certificateholders
with respect thereto for any previous Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses (other than any Realized Losses covered by the
Certificate Guaranty Insurance Policy).
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.
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Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues with respect to each Distribution Date at an annual rate designated as
"SUBSERV FEE" in Exhibit F-1, Exhibit F-2 and Exhibit F-3.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I, REMIC II, REMIC III and REMIC IV due to their
classification as REMICs under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III and
REMIC IV, the Basis Risk Shortfall Reserve Fund, the Basis Risk Shortfall
Reserve Fund Deposit, the Mortgage Insurance Premium Taxes Reserve Fund and the
Mortgage Insurance Premium Taxes Reserve Fund Deposit.
Twelve-Month Loss Amount: With respect to any Distribution Date, an
amount equal to the aggregate of all Realized Losses on the Mortgage Loans
during the 12 preceding Due Periods.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated Principal Balance, immediately prior to such
58
Distribution Date. Uncertificated Accrued Interest for the Group I
Uncertificated Regular Interests (except for REMIC III Regular Interest
MT-A-I-1) shall accrue on the basis of a 360-day year consisting of twelve
30-day months. Uncertificated Accrued Interest for the Group II Uncertificated
Regular Interests (and for REMIC III Regular Interest MT-A-I-1) shall accrue on
the basis of a 360- day year and the actual number of days in the related
Accrual Period. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC I Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group I Loans for any Distribution Date shall be
allocated first to REMIC I Regular Interest LT-A-1, then to REMIC I Regular
Interest LT-A-2, then to REMIC I Regular Interest LT-A- 3, then to REMIC I
Regular Interest LT-A-4, then to REMIC I Regular Interest LT-A-5, then to REMIC
I Regular Interest LT-A-6 and then to REMIC I Regular Xxxxxxxx XX-X-0, in each
case to the extent of one month's interest at the then applicable respective
Uncertificated REMIC I Pass- Through Rate on the respective Uncertificated
Principal Balance of each such Uncertificated REMIC I Regular Interest. For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interest for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group II Loans for any Distribution Date shall be allocated to REMIC II Regular
Interest LT-B, to the extent of one month's interest at the then applicable
respective Uncertificated REMIC II Pass-Through Rate on the respective
Uncertificated Principal Balance of such Uncertificated REMIC II Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Group I Regular Interests for any Distribution Date,
any Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group I Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest MT-A-I-AA and REMIC III Regular Interest MT-A-I-ZZ up to an aggregate
amount equal to the REMIC III Group I Interest Loss Allocation Amount, 98% and
2%, respectively, and thereafter any remaining Prepayment Interest Shortfalls
(to the extent not covered by Compensating Interest) relating to the Group I
Loans for any Distribution Date shall be allocated among REMIC III Regular
Interests MT- A-I-ZZ, MT-A-I-1, MT-A-I-2, MT-A-I-3, MT-A-I-4, MT-A-I-5,
MT-A-I-6, MT-A-I-ZZ and MT- AIO-1, pro rata based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this
sentence. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC III Group II Regular Interests for any Distribution Date,
any Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group II Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC III Regular
Interest MT-A-II-AA and REMIC III Regular Interest MT-A-II-ZZ up to an aggregate
amount equal to the REMIC III Group II Interest Loss Allocation Amount, 98% and
2%, respectively, and thereafter any remaining Prepayment Interest Shortfalls
(to the extent not covered by Compensating Interest) relating to the Group II
Loans for any Distribution Date shall be allocated among REMIC III Regular
Interests MT-A-II-AA, MT-A-IIA, MT-A-IIB and MT-A-II-ZZ, pro rata based on, and
to the extent of, Uncertificated Accrued Interest, as calculated without
application of this sentence.
Uncertificated Notional Amount: With respect to REMIC III Regular
Interest MT-AIO-1, and (i) any date of determination after July 2002 and on or
before November 2002, the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests XX-X-0, XX-X-0, XX-X-0, XX-X-0, XX-X-0 and LT-A-7 for such
Distribution Date; (ii) any date of determination after November 2002 and on or
before April 2003, the aggregate Uncertificated Principal Balances of REMIC I
Regular
59
Interests LT-A-3, XX-X-0, XX-X-0, XX-X-0 and LT-A-7 for such Distribution Date;
(iii) any date of determination after April 2003 and on or before September
2003, the aggregate Uncertificated Principal Balances of REMIC I Regular
Interests XX-X-0, XX-X-0, XX-X-0 and LT-A-7 for such Distribution Date; (iv) any
date of determination after September 2003 and on or before February 2004, the
aggregate Uncertificated Principal Balances of REMIC I Regular Interests XX-X-0,
XX-X-0 and LT-A-7 for such Distribution Date; (v) any date of determination
after February 2004 and on or before July 2004, the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT- A-6 and LT-A-7 for such
Distribution Date; and (vi) any date of determination after July 2004 and on or
before December 2004, the Uncertificated Principal Balance of REMIC I Regular
Interest LT- A-7 for such Distribution Date.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate or Uncertificated
REMIC III Pass-Through Rate.
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest (other than REMIC III Regular Interest MT-AIO-1)
outstanding as of any date of determination. The Uncertificated Principal
Balance of each Uncertificated Regular Interest shall be reduced by all
distributions of principal made on such Uncertificated Regular Interest, as
applicable, on such Distribution Date and, if and to the extent necessary and
appropriate, shall be further reduced in such Distribution Date by Realized
Losses. The Uncertificated Principal Balance of each Uncertificated Regular
Interest shall never be less than zero. REMIC III Regular Interest MT-AIO-1 will
not have an Uncertificated Principal Balance.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC
II Regular Interests and the REMIC III Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group I Net WAC Cap Rate.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group II Net WAC Cap Rate.
Uncertificated REMIC III Pass-Through Rate:
(a) With respect to REMIC III Regular Interest MT-A-I-AA, REMIC III
Regular Interest MT-A-I-1, REMIC III Regular Interest MT-I-2, REMIC III Regular
Interest MT-I-3, REMIC III Regular Interest MT-I-4, REMIC III Regular Interest
MT-I-5, REMIC III Regular Interest MT-I-6 and REMIC III Regular Interest
MT-A-I-ZZ, and any Distribution Date, a per annum rate equal to the Group I Net
WAC Cap Rate.
(b) With respect to REMIC III Regular Interest MT-AIO-1 and the first 30
Distribution Dates, 5.00%, and with respect to REMIC III Regular Interest
MT-AIO-1 and any Distribution Date thereafter, 0.00% per annum.
60
(c) With respect to REMIC III Regular Interest MT-A-II-AA, REMIC III
Regular Interest MT-A-IIA, REMIC III Regular Interest MT-A-IIB and REMIC III
Regular Interest MT-A-II-ZZ, and any Distribution Date, a per annum rate equal
to the Uncertificated REMIC II Pass-Through Rate.
Uncertificated Regular Interests: The REMIC I Regular Interests, the REMIC
II Regular Interests and the REMIC III Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group I Net WAC Cap Rate.
Uncertificated REMIC II Pass-Through Rate: With respect to any
Distribution Date, a per annum rate equal to the Group II Net WAC Cap Rate.
Uncertificated REMIC III Pass-Through Rate:
(a) With respect to REMIC III Regular Interest MT-I-1, REMIC III Regular
Interest MT- I-2, REMIC III Regular Interest MT-I-3, REMIC III Regular Interest
MT-I-4, REMIC III Regular Interest MT-I-5, REMIC III Regular Interest MT-I-6,
REMIC III Regular Interest MT-I-7, REMIC III Regular Interest MT-I-8, REMIC III
Regular Interest MT-I-9, REMIC III Regular Interest MT-I- 10 and REMIC III
Regular Interest MT-I-11, and any Distribution Date, a per annum rate equal to
the Group I Net WAC Cap Rate.
(b) With respect to REMIC III Regular Interest MT-AIO-1 and the first 30
Distribution Dates, 5.00%, and with respect to REMIC III Regular Interest
MT-AIO-1 and any Distribution Date thereafter, 0.00% per annum.
(c) With respect to REMIC III Regular Interest MT-II-1, REMIC III
Regular Interest MT- II-2, REMIC III Regular Interest MT-II-3, REMIC III Regular
Interest MT-II-4, REMIC III Regular Interest MT-II-5, REMIC III Regular Interest
MT-II-6 and REMIC III Regular Interest MT-II-7, and any Distribution Date, a per
annum rate equal to the Uncertificated REMIC II Pass-Through Rate.
Uncertificated Regular Interests: The REMIC I Regular Interests, REMIC II
Regular Interests and REMIC III Regular Interests.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is
61
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 96.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates, other than
the Class A-I-IO Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; 1.0%, 1.0% and 1.0% of all
of the Voting Rights shall be allocated to the Holders of the Class A-I-IO,
Class SB-I and Class SB-II Certificates, respectively, and 0.25%, 0.25%, 0.25%
and 0.25% of all of the Voting Rights shall be allocated to the Holders of the
Class R-I, Class R-II, Class R-III and Class R-IV Certificates, respectively; in
each case to be allocated among the Certificates of such Class in accordance
with their respective Percentage Interest.
Weighted Average Group II Maximum Net Mortgage Rate: The product of (a)
the weighted average of the Maximum Net Mortgage Rates on the Group II Loans,
weighted on the basis of the Stated Principal Balances thereon as of the
beginning of the related Due Period and (b) a fraction, the numerator of which
is 30, and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rate on the
LIBOR Certificates for any Interest Accrual Period will be determined on each
LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, LIBOR shall be
established by the Trustee and, as to any Interest Accrual Period, will equal
the rate for one month United States dollar deposits that appears on the
Telerate Screen Page 3750 as of 11:00 a.m., London time, on such LIBOR Rate
Adjustment Date. "Telerate Screen Page 3750" means the display designated as
page 3750 on the Bridge Telerate Service (or such other page as may replace page
3750 on that service for the purpose of displaying London interbank offered
rates of major banks). If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service is no longer
offered, LIBOR shall be so established by use of such other service for
displaying LIBOR or comparable rates as may be selected by the Trustee after
consultation with the Master Servicer and the Certificate Insurer), the rate
will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on
the basis of the rates at which deposits in U.S. Dollars are offered by the
reference banks (which shall be any three major banks that are engaged in
transactions in the London interbank market, selected by the Trustee after
consultation with the Master Servicer and the Certificate Insurer) as of 11:00
a.m., London time, on the LIBOR Rate Adjustment Date to prime banks in the
London interbank market for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the LIBOR Certificates then
outstanding. The Trustee will request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the arithmetic mean of the quotations
rounded up to the next multiple of 1/16%. If on such date fewer than two
quotations are provided as requested, the rate will be the arithmetic mean of
the rates quoted by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer and the Certificate Insurer,
as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts approximately equal
to the aggregate Certificate Principal Balance of the LIBOR
62
Certificates then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date; provided however, if, under the
priorities described above, LIBOR for a Distribution Date would be based on
LIBOR for the previous Distribution Date for the third consecutive Distribution
Date, the Trustee, after consultation with the Certificate Insurer, shall select
an alternative comparable index (over which the Trustee has no control), used
for determining one- month Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party. The
establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the
Trustee's subsequent calculation of the Pass-Through Rate applicable to the
LIBOR Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding. Promptly following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with the results of
its determination of LIBOR on such date. Furthermore, the Trustee will supply to
any Certificateholder so requesting by calling the Bondholder Inquiry Line at
0-000-000-0000 the Pass-Through Rate on the LIBOR Certificates for the current
and the immediately preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
----------------------------
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of June 2002); (ii) the Basis Risk Shortfall Reserve
Fund Deposit and the Mortgage Insurance Premium Taxes Reserve Fund Deposit; and
(iii) all proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously with the
delivery of this Agreement, the Depositor delivered or caused to be delivered
hereunder to the Trustee the Certificate Guaranty Insurance Policy, 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) with
respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of the
Mortgage Loan and language indicating that the Mortgage Loan is a MOM
Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, the assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of such
assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is
registered on the MERS(R) System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a copy of
such assignment or assignments of the Mortgage with evidence of
recording indicated thereon;
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(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
The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as
permitted by Section 2.01(b)) to the Trustee or the Custodian or Custodians,
deliver such documents to the Master Servicer, and the Master Servicer shall
hold such documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(ii), (iii),
(iv) and (v) (or copies thereof as permitted by such Section) for any Mortgage
Loan and (ii) a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by the Master
Servicer, the Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly appointed agent or
agents of the Trustee.
(c) In connection with any Mortgage Loan, if the Depositor cannot
deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section
2.01(b)) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement because of (i) a delay caused by the public recording
office where such Mortgage, assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered for recordation,
or (ii) a delay in the receipt of certain information necessary to prepare the
related assignments, the Depositor shall deliver or cause to be delivered to the
Trustee or the respective Custodian a copy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel
acceptable to the Trustee, the Certificate Insurer and the Master Servicer, such
recording is not required to protect the Trustee's interests in the Mortgage
Loan or (b) if MERS is identified on the Mortgage or on a properly recorded
assignment of the Mortgage as the mortgagee of record solely as nominee for
Residential Funding and its successors and assigns. If any Assignment as
applicable, is lost or returned unrecorded to the Depositor because of any
defect therein, the Depositor shall prepare a substitute Assignment or cure such
defect, as the case may be, and cause such Assignment to be recorded in
accordance with this paragraph. The Depositor shall promptly deliver or cause to
be delivered to the Trustee or the respective Custodian such Mortgage or
Assignment, as applicable (or copy thereof as permitted by Section 2.01(b)),
with evidence of recording indicated thereon upon receipt thereof from the
public recording office or from the related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note
or Assignment of Mortgage in blank, the Depositor shall, or shall cause the
Custodian to, complete the endorsement of the Mortgage Note and the Assignment
of Mortgage in the name of the Trustee in conjunction with the Interim
Certification issued by the Custodian, as contemplated by Section 2.02.
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Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
and that may be delivered as a copy rather than the original may be delivered to
the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 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) It is intended that the conveyances by the Depositor to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 be construed as a
sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of
the Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee to
secure a debt or other obligation of the Depositor. However, in the event that
the Mortgage Loans are held to be property of the Depositor or of Residential
Funding, or if for any reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyances
provided for in this Section 2.01 shall be deemed to be (1) a grant by the
Depositor to the Trustee of a security interest in all of the Depositor's right
(including the power to convey title thereto), title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans, including the
related Mortgage Note and Mortgage, and (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
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be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Trustee for
the purpose of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor, with a
copy delivered to the Certificate Insurer, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of Residential Funding, the Depositor or the Trustee
(such preparation and filing shall be at the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any change of location of the
place of business or the chief executive office of Residential Funding or the
Depositor or (3) any transfer of any interest of Residential Funding or the
Depositor in any Mortgage Loan.
Section 2.02 Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) above (except that for purposes of such acknowledgment only, a
Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in
blank) and declares that it, or a Custodian as its agent, holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the use and benefit
of all present and future Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. If the Custodian, as the Trustee's agent, finds any
document or documents constituting a part of a Mortgage File to be
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missing or defective, the Trustee shall promptly so notify the Master Servicer
and the Depositor. 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 or the Certificate Insurer, the
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan shall be deposited or caused to be deposited by the Master
Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Subservicer or Seller or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage Loan shall not be part of
the Trust Fund. In furtherance of the foregoing, if the Subservicer or Seller or
Residential Funding that repurchases the Mortgage Loan is not a member of MERS
and the Mortgage is registered on the MERS(R) System, the Master Servicer, at
its own expense and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to such Subservicer or Seller or Residential Funding and
shall cause such Mortgage to be removed from registration on the MERS(R) System
in accordance with MERS' rules and regulations. It is understood and agreed that
the obligation of the Subservicer or Seller, to so cure or purchase any Mortgage
Loan as to which a material and adverse defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of
Certificateholders (except for the Certificate Insurer's rights under the
Insurance Agreement).
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 and the Certificate Insurer 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;
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(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and
any new Subservicing Agreements will comply with the provisions of
Section 3.02;
(ix) The Master Servicer is a member of MERS in good standing,
and will comply in all material respects with the rules and procedures
of MERS in connection with the servicing of the Mortgage Loans that are
registered with MERS; and
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(x) The Servicing Guide of the Master Servicer requires that the
Subservicer for each Mortgage Loan accurately and fully reports its
borrower credit files to each of the Credit Repositories in a timely
manner.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian. Upon discovery by either the Depositor, the Master
Servicer, the Certificate Insurer, 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 or the
Certificate Insurer in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or repurchase must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders (except for the Certificate Insurer's rights under Section
3.03 of the Insurance Agreement).
(b) The Depositor hereby represents and warrants to the Trustee for the
benefit of the Certificateholders and the Certificate Insurer that as of the
Closing Date (or, if otherwise specified below, as of the date so specified):
(i) immediately prior to the conveyance of the Mortgage Loans to the Trustee,
the Depositor had good title to, and was the sole owner of, each Mortgage Loan
free and clear of any pledge, lien, encumbrance or security interest (other than
rights to servicing and related compensation) and such conveyance validly
transfers ownership of the Mortgage Loans to the Trustee free and clear of any
pledge, lien, encumbrance or security interest; and (ii) each Mortgage Loan
constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set
forth in this Section 2.03(b) shall survive delivery of the respective Mortgage
Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the
Certificate Insurer, 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 or the
Certificate Insurer in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (including the Certificate
Insurer) (any Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and
warranty set forth in Section 2.03(b)(ii), the party discovering such breach
shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Depositor shall either (i)
cure such breach in all material respects or (ii) purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that the Depositor shall have the option to substitute a
Qualified Substitute Mortgage
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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 (other than the
Certificate Insurer) or the Trustee on behalf of the Certificateholders (other
than the Certificate Insurer). Notwithstanding the foregoing, the Depositor
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers.
-----------------------------------------
The Depositor, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan
as and to the extent set forth in the Assignment Agreement. Insofar as the
Assignment Agreement or such Seller's Agreement relates to the representations
and warranties made by Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee, the Certificate Insurer and the
Certificateholders. Upon the discovery by the Depositor, the Master Servicer,
the Trustee, the Certificate Insurer or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or the Assignment
Agreement in respect of any Mortgage Loan or of any Repurchase Event which
materially and adversely affects the interests of the Certificateholders or the
Certificate Insurer in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (including the Certificate
Insurer) (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller and Residential Funding
of such breach or Repurchase Event and request that such Seller or Residential
Funding either (i) cure such breach or Repurchase Event in all material respects
within 90 days from the date the Master Servicer was notified of such breach or
Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee,
or any Custodian of a breach of any of such representations and warranties set
forth in the Assignment Agreement in respect of any Mortgage Loan which
materially and adversely affects the interests of the Certificateholders or the
Certificate Insurer in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement) at the same time as notice is given
pursuant to the preceding paragraph of any corresponding breach of
representation or warranty made in Seller's Agreement. The Master Servicer shall
promptly notify Residential Funding of such breach of a representation or
warranty set forth in the Assignment Agreement and request that Residential
Funding either (i) cure such
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breach in all material respects within 90 days from the date the Master Servicer
was notified of such breach or (ii) purchase such Mortgage Loan from the Trust
Fund within 90 days of the date of such written notice of such breach at the
Purchase Price and in the manner set forth in Section 2.02, but only if the
Mortgage Loan has not been purchased by the Seller due to a breach of
representation and warranty of the related Seller's Agreement as set forth in
the preceding paragraph; provided that Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years following the Closing Date;
provided that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related Seller shall be deemed to
have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan made in the related Seller Agreements as of the date of
substitution, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan (other than those of a statistical nature) contained in the Assignment
Agreement as of the date of substitution, and the covenants, representations and
warranties set forth in this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit or cause the related Seller to deposit the amount of such shortfall into
the Custodial Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall give notice in writing to the Trustee of
such event, which notice shall be accompanied by an Officers' Certificate as to
the calculation of such shortfall and (subject to Section 10.01(f) by an Opinion
of Counsel to the effect that such substitution will not cause (a) any federal
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tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
or (b) any portion of REMIC I, REMIC II, REMIC III or REMIC IV to fail to
qualify as a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (and in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders (other than
the Certificate Insurer) or the Trustee on behalf of the Certificateholders
(other than the Certificate Insurer). If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates;
Conveyance of Uncertificated REMIC Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
has executed and caused to be authenticated and delivered to or upon the order
of the Depositor the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests and the REMIC II Regular Interest for the
benefit of the Holders of the REMIC III Regular Interests and the Holders of the
Class R-III Certificates. The Trustee acknowledges receipt of the REMIC I
Regular Interests and the REMIC II Regular Interest (each of which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC III Regular Interests
and Holders of the Class R-III Certificates. The interests evidenced by the
Class R-III Certificates, together with the REMIC III Regular Interests,
constitute the entire beneficial ownership interest in REMIC III.
(c) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC III Regular Interests for the benefit of the holders of the
Regular Certificates and the Class R-IV Certificates. The Trustee acknowledges
receipt of the REMIC III Regular Interests (which are uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Regular Certificates
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and the Class R-IV Certificates. The interests evidenced by the Class R-IV
Certificate, together with the Regular Certificates, constitute the entire
beneficial ownership interest in REMIC IV.
(d) In exchange for the REMIC III Regular Interests and, concurrently
with the assignment to the Trustee thereof, pursuant to the written request of
the Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class
R-IV Certificates) the entire beneficial ownership interest in REMIC IV.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
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(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of
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MERS discontinuing or becoming unable to continue operations in connection with
the MERS System, it becomes necessary to remove any Mortgage Loan from
registration on the MERS System and to arrange for the assignment of the related
Mortgages to the Trustee, then any related expenses shall be reimbursable to the
Master Servicer.
If the Mortgage relating to a Mortgage Loan did not have a lien senior
to the Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the Master Servicer, in such capacity, may not consent to the placing of a
lien senior to that of the Mortgage on the related Mortgaged Property. If the
Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on
the related Mortgaged Property as of the Cut-off Date, then the Master Servicer,
in such capacity, may consent to the refinancing of the prior senior lien,
provided that the following requirements are met:
(i) (a) the Mortgagor's debt-to-income ratio resulting from such
refinancing is less than the original debt-to-income ratio as set forth
on the Mortgage Loan Schedule; provided, however, that in no instance
shall the resulting Combined Loan-to-Value Ratio ("Combined
Loan-to-Value Ratio") of such Mortgage Loan be higher than that
permitted by the Program Guide; or
(b) the resulting Combined Loan-to-Value Ratio of such Mortgage
Loan is no higher than the Combined Loan-to-Value Ratio prior to such
refinancing; provided, however, if such refinanced mortgage loan is a
"rate and term" mortgage loan (meaning, the Mortgagor does not receive
any cash from the refinancing), the Combined Loan-to-Value Ratio may
increase to the extent of either (a) the reasonable closing costs of
such refinancing or (b) any decrease in the value of the related
Mortgaged Property, if the Mortgagor is in good standing as defined by
the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan evidencing
the refinanced senior lien is no more than 2.0% higher than the interest
rate or the maximum interest rate, as the case may be, on the loan
evidencing the existing senior lien immediately prior to the date of
such refinancing; provided, however (a) if the loan evidencing the
existing senior lien prior to the date of refinancing has an adjustable
rate and the loan evidencing the refinanced senior lien has a fixed
rate, then the current interest rate on the loan evidencing the
refinanced senior lien may be up to 2.0% higher than the then-current
loan rate of the loan evidencing the existing senior lien and (b) if the
loan evidencing the existing senior lien prior to the date of
refinancing has a fixed rate and the loan evidencing the refinanced
senior lien has an adjustable rate, then the maximum interest rate on
the loan evidencing the refinanced senior lien shall be less than or
equal to (x) the interest rate on the loan evidencing the existing
senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not
subject to negative amortization. The relationship of the Master
Servicer (and of any successor to the Master Servicer) to the Depositor
under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or
agent.
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(b) The Master Servicer will, to the extent consistent with the
servicing standards set forth herein, take whatever actions as may be necessary
to file a claim under or enforce or allow the Trustee to file a claim under or
enforce any title insurance policy with respect to any Mortgage Loan including,
without limitation, joining in or causing any Seller or Subservicer (or any
other party in possession of any title insurance policy) to join in any claims
process, negotiations, actions or proceedings necessary to make a claim under or
enforce any title insurance policy. Notwithstanding anything in this Agreement
to the contrary, the Master Servicer shall not (unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of
the Master Servicer, reasonably foreseeable) make or permit any modification,
waiver, or amendment of any term of any Mortgage Loan that would both (i) effect
an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or final, temporary or proposed Treasury regulations promulgated thereunder)
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and (ii) cause any REMIC formed hereunder to fail to
qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC
Provisions. 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 act reasonably and in good faith and,
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.
(c) In connection with servicing and administering the Mortgage Loans,
the Master Servicer and any Affiliate of the Master Servicer may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10.
(d) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.
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(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the
business of originating or servicing mortgage loans, and in either case shall be
authorized to transact business in the state or states in which the related
Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the Subservicing Agreement, and in either case shall be a
Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related Subservicing Fee
from payments of interest received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to receive and retain an amount equal to the
Subservicing Fee from payments of interest. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by,
permitted by or consistent with the Program Guide and are not inconsistent with
this Agreement and as the Master Servicer and the Subservicer have agreed. With
the approval of the Master Servicer, a Subservicer may delegate its servicing
obligations to third- party servicers, but such Subservicer will remain
obligated 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 or the Certificate
Insurer.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Certificate Insurer and the
Certificateholders, shall use its best reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement and of
each Seller under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of defective documentation, as described in Section
2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith business judgment and which are normal
and usual in its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed. For purposes of clarification only,
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the parties agree that the foregoing is not intended to, and does not, limit the
ability of the Master Servicer to be reimbursed for expenses that are incurred
in connection with the enforcement of a Seller's obligations and are
reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03 Successor Subservicers.
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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.
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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,
the Certificate Insurer 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 or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving
a Subservicer in its capacity as such and not as an originator
shall be deemed to be between the Subservicer and the Master
Servicer alone and the Trustee and Certificateholders shall not
be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the
Subservicer in its capacity as such except as set forth in
Section 3.06. The foregoing provision shall not in any way limit
a Subservicer's obligation to cure an omission or defect or to
repurchase a Mortgage Loan as referred to in Section 2.02 hereof.
Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
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(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.
(c) Unless a Certificate Insurer Default exists, the Master Servicer
will, if it is authorized to do so under the relevant Subservicing Agreement,
upon request of the Certificate Insurer at a time when the Certificate Insurer
may remove the Master Servicer under the terms hereof, terminate any
Subservicing Agreement.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or the MI Policy or materially adversely affect the lien of the
related Mortgage. In the event of any such arrangement, the Master Servicer
shall make timely advances on the 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 or the Certificate
Insurer (taking into account any estimated Realized Loss that might result
absent such action), provided, however, that the Master Servicer may not modify
materially or permit any Subservicer to modify
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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), 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.
In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law
and practice, may permit the Mortgage Loan to be re-amortized such that the
Monthly Payment is recalculated as an amount that will fully amortize the
remaining Stated Principal Amount thereof by the original Maturity Date based on
the original Mortgage Rate; provided, that such reamortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including the interest component of any
Subservicer Advance or of any REO Proceeds received in connection with
an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08 and all amounts required to be
deposited in connection with the substitution of a Qualified Substitute
Mortgage Loan pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section
3.07(c) and any payments or collections received in the nature of
prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of 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
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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 and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04, 4.07 and 4.08 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Group I Available Distribution
Amount or Group II Available Distribution Amount, as applicable, for the
Distribution Date in the month of receipt, but is not obligated to do so. If the
Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
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(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, the
Certificate Insurer and each Rating Agency. The Subservicer will be required
thereby to deposit into the Subservicing Account on a daily basis all proceeds
of Mortgage Loans received by the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent permitted by the Subservicing
Agreement. If the Subservicing Account is not an Eligible Account, the Master
Servicer shall be deemed to have received such monies upon receipt thereof by
the Subservicer. The Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the nature of late charges or
assumption fees, or payments or collections received in the nature of prepayment
charges to the extent that the Subservicer is entitled to retain such amounts
pursuant to the Subservicing Agreement. On or before the date specified in the
Program
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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, the related Mortgage Insurance
Premium Rate and the Certificate Insurer Premium Modified Rate, if any, accrues
in the case of a Modified Mortgage Loan) on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, the Mortgage Insurance Premium, if applicable, or comparable items
for the account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by the
Program Guide or as is otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, the Mortgage Insurance Premium, if applicable,
or comparable items, to reimburse the Master Servicer or Subservicer out of
related collections for any payments made pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard
insurance), to refund to any Mortgagors any sums as may be determined to be
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.
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(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding
the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances 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, 4.07 or 4.08) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case of
Subservicer Advances or Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were made in the case
of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan)
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plus the sum of the Certificate Insurer Premium Modified Rate and the
applicable Mortgage Insurance Premium Rate on the amount specified in
the amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such
interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds 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, a Seller, Residential
Funding, the Depositor or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 3.23, 4.07, 4.08 or 9.01, all amounts received
thereon and not required to be distributed to Certificateholders as of
the date on which the related Stated Principal Balance or Purchase Price
is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any 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 has been added
to the outstanding principal balance of the Mortgage Loan;
(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, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than the Depositor or an Affiliate of the Depositor) pursuant to
the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section 3.07,
including any payoff fees or penalties or any other additional amounts
payable to the Master Servicer or Subservicer pursuant to the terms of
the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage
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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 on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 Maintenance of MI Policy and Primary Insurance Coverage.
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(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in noncoverage under the MI Policy or any
applicable Primary Insurance Policy of any loss which, but for the actions of
the Master Servicer or Subservicer, would have been covered thereunder. To the
extent coverage is available, the Master Servicer shall keep or cause to be kept
in full force and effect each Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value at origination in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date
and the Master Servicer had knowledge of such Primary Insurance Policy. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass- through certificates having
a rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency. The Master Servicer shall keep or cause to be kept in full force and
effect the MI Policy, except as provided in Section 3.11(c).
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the Mortgage
Insurance Policy Provider under the MI Policy and to the insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under the MI Policy and any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under the MI Policy or any Primary Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10. In addition,
the Master Servicer shall deposit any refunds of any Mortgage Insurance Premiums
into the Custodial Account for inclusion in the Group I or Group II Available
Distribution Amount for the following Distribution Date.
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(c) To the extent of a Mortgage Insurance Policy Provider Default, if
the MI Policy may be terminated without payment of any further premium for such
policy, the Master Servicer shall use its best efforts to replace such policy
with a substitute policy at a premium rate which is no greater than the premium
rate that is charged under the MI Policy and with coverage for losses in amounts
substantially similar to those under the MI Policy. Any substitute policy shall
be entered into only with the written consent of the Certificate Insurer.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage in an amount which is equal to the
lesser of the principal balance owing on such Mortgage Loan (together with the
principal balance of any mortgage loan secured by a lien that is senior to the
Mortgage Loan) or 100% of the insurable value of the improvements; provided,
however, that such coverage may not be less than the minimum amount required to
fully compensate for any loss or damage on a replacement cost basis. To the
extent it may do so without breaching the related Subservicing Agreement, the
Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended
coverage in an amount which is at least equal to the amount necessary to avoid
the application of any co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any amounts collected by the Master
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or property thus
acquired or amounts released to the Mortgagor in accordance with the Master
Servicer's normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage Loan, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer
out of related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever the
improvements securing a Mortgage Loan are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in
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which case the Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall have been a loss which
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i)
the Master Servicer shall not be deemed to be in default under this Section
3.13(a) by reason of any transfer or assumption which the Master Servicer is
restricted by law from preventing; and (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
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Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; provided, however,
none of such terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury regulations promulgated
thereunder) and cause any of REMIC I, REMIC II, REMIC III or REMIC IV to fail to
qualify as REMICs under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the REMIC
Provisions. The Master Servicer shall execute and deliver such documents only if
it reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii)
any required consents of insurers under any Required Insurance Policies have
been obtained and (iii) subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will continue to be secured by
a first mortgage lien (or junior lien of the same priority in relation to any
senior mortgage loan, with respect to any Mortgage Loan secured by a junior
Mortgage) pursuant to the terms of the Mortgage, (B) such transaction will not
adversely affect the coverage under any Required Insurance Policies, (C) the
Mortgage Loan will fully amortize over the remaining term thereof, (D) no
material term of the Mortgage Loan (including the interest rate on the Mortgage
Loan) will be altered nor will the term of the Mortgage Loan be changed and (E)
if the seller/transferor of the Mortgaged Property is to be released from
liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property
would be qualified to assume the Mortgage Loan based on generally comparable
credit quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that each of REMIC I, REMIC II, REMIC III or
REMIC IV would continue to qualify as a REMIC under the Code as a result thereof
and that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on any of REMIC I, REMIC II, REMIC III or REMIC IV
as a result thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
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(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest more than the greater of (a) 1/4% and (b) 5% of the annual yield of
the unmodified Mortgage Loan, below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
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(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. Alternatively, the Master Servicer may take
other actions in respect of a defaulted Mortgage Loan, which may include (i)
accepting a short sale (a payoff of the Mortgage Loan for an amount less than
the total amount contractually owed in order to facilitate a sale of the
Mortgaged Property by the Mortgagor) or permitting a short refinancing (a payoff
of the Mortgage Loan for an amount less than the total amount contractually owed
in order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (ii) arranging for a repayment plan or (iii)
agreeing to a modification in accordance with Section 3.07. In connection with
such foreclosure or other conversion or action, the Master Servicer shall,
consistent with Section 3.11, follow such practices and procedures as it shall
deem necessary or advisable, as shall be normal and usual in its general
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 or the Certificate Insurer 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
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Proceeds, or REO Proceeds (respecting which it shall have priority for purposes
of withdrawals from the Custodial Account pursuant to Section 3.10, whether or
not such expenses and charges are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a
determination by the Master Servicer pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10. In addition, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year
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of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the
Code (or such shorter period as may be necessary under applicable state
(including any state in which such property is located) law to maintain the
status of each of REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC under
applicable state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the Trust
Fund, request, more than 60 days before the day on which such grace period would
otherwise expire, an extension of such grace period unless the Master Servicer
obtains for the Trustee and the Certificate Insurer an Opinion of Counsel,
addressed to the Trustee, the Certificate Insurer and the Master Servicer, to
the effect that the holding by the Trust Fund of such REO Property subsequent to
such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any of REMIC I,
REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC (for federal (or
any applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I, REMIC II, REMIC III or
REMIC IV to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan), to the Due Date in the related Due Period
prior to the Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to 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); fifth, to the Certificate Insurer for
reimbursement for any payments made pursuant to the Certificate Guaranty
Insurance Policy to the extent not reimbursed pursuant to Section 4.02(c)(v) or
(vi) or 4.02(d)(v) or (vi); and sixth, to Foreclosure Profits.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
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(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
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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.
(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
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Trustee and certifying as to the reason such documents or pleadings are required
and that the execution and delivery thereof by the Trustee will not invalidate
any insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
-------------------------------------------------------
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees,
late payment charges, investment income on amounts in the Custodial Account or
the Certificate Account or otherwise shall be retained by the Master Servicer or
the Subservicer to the extent provided herein, subject to clause (e) below.
Prepayment charges shall be deposited into the Certificate Account and shall be
paid on each Distribution Date to the holders of the related Class SB
Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for
each Loan Group for such Distribution Date used to cover Prepayment Interest
Shortfalls as provided below. Such reduction shall be applied during such period
as follows: first, to any Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii); 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 each case with respect to the related Loan Group.
In making such reduction, the Master Servicer shall not withdraw from
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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).
(f) With respect to any Distribution Date, Prepayment Interest
Shortfalls on the Group I Loans will be covered first, by the Master Servicer,
but only to the extent these Prepayment Interest Shortfalls do not exceed
Eligible Master Servicing Compensation from Loan Group I, and then second, by
the Master Servicer, but only to the extent the Prepayment Interest Shortfalls
do not exceed the Eligible Master Servicing Compensation derived from Loan Group
II, and only to the extent remaining after covering any Prepayment Interest
Shortfalls with respect to Loan Group II. With respect to any Distribution Date,
Prepayment Interest Shortfalls on the Group II Loans will be covered first, by
the Master Servicer, but only to the extent these Prepayment Interest Shortfalls
do not exceed Eligible Master Servicing Compensation from Loan Group II, and
then second, by the Master Servicer, but only to the extent the Prepayment
Interest Shortfalls do not exceed the Eligible Master Servicing Compensation
derived from Loan Group I, and only to the extent remaining after covering any
Prepayment Interest Shortfalls with respect to Loan Group I.
Section 3.17 Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Depositor a statement, certified
by a Servicing Officer, setting forth the status of the Custodial Account as of
the close of business on such Distribution Date as it relates to the Mortgage
Loans and showing, for the period covered by such statement, the aggregate of
deposits in or withdrawals from the Custodial Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
---------------------------------
The Master Servicer will deliver to the Depositor, the Trustee and the
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and of its performance under the pooling and
servicing agreements, including this Agreement, has been made under such
officers' supervision, (ii) to the best of such officers' knowledge, based on
such review, the Master Servicer has complied in all material respects with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout
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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 March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, 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, the Certificate Insurer and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.20 Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Certificate
Insurer hereby is so identified. 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 The Mortgage Insurance Co-Trustee.
---------------------------------
(a) The Master Servicer and the Trustee hereby appoint the Mortgage
Insurance Co- Trustee to act as co-trustee as permitted under and in accordance
with Section 8.10 of this Agreement. The Mortgage Insurance Co-Trustee hereby
agrees to act as co-trustee of the Trust Fund for purposes of accepting and
holding the MI Policy on behalf of the Trust and to be the named
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insured under the MI Policy. The Mortgage Insurance Co-Trustee shall hold the MI
Policy at its Corporate Trust Office. The Mortgage Insurance Co-Trustee shall be
entitled to all of the rights, protections and immunities of the Trustee under
Article VIII of this Agreement.
(b) On each Distribution Date, the Trustee shall pay, on behalf of the
Mortgage Insurance Co-Trustee, the premium for the MI Policy out of amounts on
deposit in the Certificate Account. All claims under the MI Policy shall be made
by the Master Servicer on behalf of the Mortgage Insurance Co-Trustee and any
funds received by the Master Servicer with respect to the MI Policy will be
deemed to have been received by the Master Servicer on behalf of the Mortgage
Insurance Co-Trustee. Regardless, any funds received by the Mortgage Insurance
Co-Trustee under the MI Policy shall be remitted to the Trustee within two
Business Days for deposit to the Certificate Account.
(c) In the event of a Mortgage Insurance Policy Provider Default under
the MI Policy, the Mortgage Insurance Policy Provider shall be terminated by the
Mortgage Insurance Co-Trustee on behalf of the Trust only if the Mortgage
Insurance Co-Trustee is so directed by the Certificate Insurer and the Master
Servicer.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
-------------------
(a) The Master Servicer acting as agent of the Trustee shall establish
and maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on
each Certificate Account Deposit Date by wire transfer of immediately available
funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.16(e), 4.07 or 4.08,
(iv) any amount to be deposited in the Basis Risk Shortfall Reserve Fund
pursuant to Section 4.10, (v) any amount required to be paid pursuant to Section
9.01, (vi) an amount equal to the Certificate Insurer Premium payable on such
Distribution Date, (vii) an amount equal to the Mortgage Insurance Premium
payable on such Distribution Date and (viii) all other amounts constituting the
Group I and Group II Available Distribution Amount for the immediately
succeeding Distribution Date. In addition, as and to the extent required
pursuant to Section 4.09(b), the Trustee shall withdraw from the Insurance
Account and deposit into the Certificate Account the amount necessary to pay the
Insured Amount on each Distribution Date to the extent received from the
Certificate Insurer.
(b) On each Distribution Date, prior to making any other distributions
referred to in Section 4.02 herein, the Trustee shall withdraw from the
Certificate Account and pay to the Certificate Insurer, by wire transfer of
immediately available funds to the Certificate Insurer Account, the Certificate
Insurer Premium for such Distribution Date. The Trustee shall deposit any
amounts received by it pursuant to the Certificate Guaranty Insurance Policy
into the Certificate Account. Any such amounts shall be distributed on the
immediately following Distribution Date as part of the Group I or Group II
Available Distribution Amount. In addition, on each Distribution Date, prior to
making any other distributions referred to in Section 4.02 herein, the Trustee
shall withdraw from the Certificate Account and pay to the Mortgage Insurance
Policy Provider, by wire transfer of immediately available funds, the Mortgage
Insurance Premium for such Distribution Date.
(c) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders and the
Certificate Insurer, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. All income and gain realized from any
such investment shall be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time. The amount of any losses
incurred in respect of any such
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investments shall be deposited in the Certificate Account by the Master Servicer
out of its own funds immediately as realized.
Section 4.02 Distributions.
-------------
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate and distribute the Group I Principal
Distribution Amount and Group II Principal Distribution Amount for such date to
the interests issued in respect of REMIC I, REMIC II, REMIC III and REMIC IV as
specified in this Section.
(b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC III on
account of the REMIC I Regular Interests:
(i) to the extent of the Group I Available Distribution Amounts,
first, to the Holders of REMIC I Regular Interest LT-A-2, REMIC I
Regular Interest LT-A-3, REMIC I Regular Interest LT-A-4, REMIC I
Regular Interest LT-A-5, REMIC I Regular Interest LT- A-6 and REMIC I
Regular Xxxxxxxx XX-X-0, in an amount equal to
(A) the Uncertificated Accrued Interest for such Distribution
Date, plus
(B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates and
second, to Holders of REMIC I Regular Interest LT-A-1 in an
amount equal to
(A) the Uncertificated Accrued Interest for such
Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates; and
(ii) to the Holders of REMIC I Regular Interests, in an amount
equal to the remainder of the Group I Available Distribution Amount for
such Distribution Date after the distributions made pursuant to clause
(i) above, allocated in the following order of priority:
(A) to the Holders of REMIC I Regular Interest LT-A-1,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-1 is reduced to zero;
(B) to the Holders of REMIC I Regular Interest LT-A-2,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-2 is reduced to zero;
(C) to the Holders of REMIC I Regular Interest LT-A-3,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-3 is reduced to zero;
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(D) to the Holders of REMIC I Regular Interest LT-A-4,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-4 is reduced to zero;
(E) to the Holders of REMIC I Regular Interest LT-A-5,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-5 is reduced to zero;
(F) to the Holders of REMIC I Regular Interest LT-A-6,
until the Uncertificated Principal Balance of REMIC I
Regular Interest LT-A-6 is reduced to zero;
(G) to the Holders of REMIC I Regular Interest LT-A-7,
until the Uncertificated Principal Balance of REMIC I
Regular Xxxxxxxx XX-X-0, is reduced to zero; and
(H) any remaining amount to the Holders of the Class R-I
Certificates.
(2) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC II to REMIC III on
account of the REMIC II Regular Interests:
(i) to the extent of the Group II Available Distribution Amount,
to the Holders of REMIC II Regular Interest LT-B, in an amount equal to
(A) the related Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates; and
(ii) to the Holders of REMIC II Regular Interest LT-B, in an
amount equal to the remainder of the Group II Available Distribution
Amount for such Distribution Date after the distributions made pursuant
to clause (i) above, allocated in the following order of priority:
(A) to the Holders REMIC II Regular Interest LT-B, until
the Uncertificated Principal Balance of REMIC II Regular
Interest LT-B is reduced to zero; and
(B) any remaining amount to the Holders of the Class R-II
Certificates.
(3) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC III to REMIC IV on
account of the REMIC III Regular Interests:
(i) to the extent of the Group I Available Distribution Amount, first,
to the Holders of REMIC III Regular Interest MT-AIO-1 in an amount equal to (A)
the related Uncertificated Accrued Interest for such Distribution Date, plus (B)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates, and second, to the Holders of REMIC III Regular Interest MT-A-I-AA,
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REMIC III Regular Interest MT-A-I-1, REMIC III Regular Interest MT-A-I-2, REMIC
III Regular Interest MT-A-I-3, REMIC III Regular Interest MT-A-I-4, REMIC III
Regular Interest MT-A-I-5, REMIC III Regular Interest MT-A-I-6 and REMIC III
Regular Interest MT-A-I-ZZ, pro rata, in an amount equal to (A) the related
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC III Regular
Interest MT-A-I-ZZ shall be reduced when the REMIC III Group I
Overcollateralization Amount is less than the REMIC III Group I Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the REMIC III Group I Regular Interest MT-A-I-ZZ Maximum Interest
Deferral Amount, and such amount will be payable to the Holders of REMIC III
Regular Interest MT-A-I-1, REMIC III Regular Interest MT-A-I-2, REMIC III
Regular Interest MT-A-I-3, REMIC III Regular Interest MT-A-I-4, REMIC III
Regular Interest MT-A-I-5 and REMIC III Regular Interest MT-A-I-6 in the same
proportion as the Group I Overcollateralization Increase Amount is allocated to
the Class A-I-1 Certificates, Class A-I-2 Certificates, Class A-I-3
Certificates, Class A-I-4 Certificates, Class A-I-5 Certificates and Class A-1-6
Certificates, respectively; and
(ii) on each Distribution Date, to the Holders of REMIC III Group
I Regular Interests (other than REMIC III Regular Interest MT-AIO-1), in
an amount equal to the remainder of the Group I Available Distribution
Amount after the distributions made pursuant to clause (i) above,
allocated as follows (except as provided below): (A) to the Holders of
the REMIC III Regular Interest MT-A-I-AA, 98.00% of such remainder until
the Uncertificated Principal Balance of such REMIC III Regular Interest
is reduced to zero; (B) to the Holders of the REMIC III Regular Interest
MT-A-I-1, XX-X-X-0, XX-X-X-0, XX-X-X- 0, XX-X-X-0 and MT-A-I-6, 1.00% of
such remainder, in the same proportion as principal payments are
allocated to the Class A-I-1 Certificates, Class A-I-2 Certificates,
Class A-I-3 Certificates, Class A-I-4 Certificates, Class A-I-5
Certificates and Class A-1-6 Certificates, respectively; (C) to the
Holders of the REMIC III Regular Interest MT-A-I-ZZ, 1.00% of such
remainder; and (D) any remaining amounts to the Holders of the Class
R-III Certificates; provided, however, that 98.00% and 2.00% of any
principal payments that are attributable to an Overcollateralization
Reduction Amount shall be allocated to Holders of the REMIC III Regular
Interest MT-A-I-AA and REMIC III Regular Interest MT-A-I-ZZ,
respectively.
(iii) to the extent of the Group II Available Distribution
Amount, to the Holders of REMIC III Regular Interest MT-A-II-AA, REMIC
III Regular Interest MT-A-IIA, REMIC III Regular Interest MT-A-IIB and
REMIC III Regular Interest MT-A-II-ZZ, pro rata, in an amount equal to
(A) the related Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates. Amounts payable as Uncertificated Accrued
Interest in respect of REMIC III Regular Interest MT-A-II-ZZ shall be
reduced when the REMIC III Group II Overcollateralization Amount is less
than the REMIC III Group II Required Overcollateralization Amount, by
the lesser of (x) the amount of such difference and (y) the REMIC III
Group II Regular Interest MT-A-II- ZZ Maximum Interest Deferral Amount,
and such amount will be payable to the Holders of REMIC III Regular
Interest MT-A-IIA and REMIC III Regular Interest MT-A-IIB in an amount
equal to the amount of Group II Overcollateralization Increase Amount
allocated to the Class A-IIA Certificates and Class A-IIB Certificates,
respectively; and (iv) on each
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Distribution Date, to the Holders of REMIC III Group II Regular
Interests, in an amount equal to the remainder of the Group II Available
Distribution Amount after the distributions made pursuant to clause
(iii) above, allocated as follows (except as provided below): (A) to the
Holders of the REMIC III Regular Interest MT-A-II-AA, 98.00% of such
remainder until the Uncertificated Principal Balance of such REMIC III
Regular Interest is reduced to zero; (B) to the Holders of the REMIC III
Regular Interest MT-A-IIA and REMIC III Regular Interest MT-A-IIB, 1.00%
of such remainder, in the same proportion as principal payments are
allocated to the Class A-IIA Certificates and Class A-IIB Certificates,
(C) to the Holders of the REMIC III Regular Interest MT-A-II-ZZ, 1.00%
of such remainder; and (D) any remaining amounts to the Holders of the
Class R-III Certificates; provided, however, that 98.00% and 2.00% of
any principal payments that are attributable to an Overcollateralization
Reduction Amount shall be allocated to Holders of the REMIC III Regular
Interest MT-A-II- AA and REMIC III Regular Interest MT-A-II-ZZ,
respectively.
(4) Notwithstanding the distributions on the REMIC Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Section 4.02(c) and
(d).
(c) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder of record on the next preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts), in the following order of priority, in each
case to the extent of the Group I Available Distribution Amount:
(i) to the Class A-I Certificateholders, the related Accrued
Certificate Interest payable on such Certificates with respect to such
Distribution Date, plus any related Accrued Certificate Interest
remaining unpaid from any prior Distribution Date, less any related
Prepayment Interest Shortfalls on the Group I Loans, to the extent not
covered by Compensating Interest pursuant to Section 3.16;
(ii) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders), the Group I Principal Distribution Amount
(other than with respect to clauses (iv) and (v) of the definition
thereof), which amount shall be allocated in the manner and priority set
forth in Section 4.02(e) below, until the aggregate Certificate
Principal Balance of each Class of Class A-I Certificates has been
reduced to zero;
(iii) to the Class A-I Certificateholders (other than the Class
A-I-IO Certificateholders), from the Group I Excess Cash Flow, an amount
equal to the Realized Losses (other than Group I Excess Losses) on the
Group I Loans during the immediately
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preceding Due Period, which amount shall be included in the Group I
Principal Distribution Amount and allocated in the manner and priority
set forth in Section 4.02(e) below, until the aggregate Certificate
Principal Balance of each Class of Class A-I Certificates has been
reduced to zero;
(iv) to the Class A-II Certificateholders, from the Group I
Available Distribution Amount remaining after the foregoing
distributions, an amount equal to the Realized Losses (other than Group
II Excess Losses) on the Group II Loans during the immediately preceding
Due Period, to the extent not covered by distributions of the Group II
Excess Cash Flow pursuant to Section 4.02(d)(iii), in the manner and
priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of the Class A-II Certificates has been
reduced to zero;
(v) to the Certificate Insurer, from the amount, if any, of the
Group I Available Distribution Amount remaining after the foregoing
distributions, the amount of any Group I Cumulative Insurance Payments;
(vi) to the Certificate Insurer, from the amount, if any, of the
Group I Available Distribution Amount remaining after the foregoing
distributions, the amount of any Group II Cumulative Insurance Payments,
to the extent not covered by Group II Excess Cash Flow;
(vii) to the Class A-II Certificateholders, from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the Group II Overcollateralization Increase
Amount for such Distribution Date, until the aggregate Certificate
Principal Balance of the Class A-II Certificates has been reduced to
zero, but only to the extent (A) the aggregate Certificate Principal
Balances of the Class A-II Certificates immediately prior to such
Distribution Date exceeded the aggregate Stated Principal Balance of the
Group II Loans at the end of the immediately preceding Due Period, and
(B) not covered by distributions of the Group II Excess Cash Flow
pursuant to Section 4.02(d)(viii), which amount shall be included in the
Group II Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates
has been reduced to zero;
(viii) commencing on the Distribution Date in January 2003, to
the Class A-I Certificateholders, other than the Class A-I-IO
Certificateholders, from the amount, if any, of the Group I Available
Distribution Amount remaining after the foregoing distributions, the
Group I Overcollateralization Increase Amount, which amount shall be
included in the Group I Principal Distribution Amount and allocated in
the manner and priority set forth in Section 4.02(e) below, until the
aggregate Certificate Principal Balance of the Class A-I Certificates
has been reduced to zero;
(ix) commencing on the Distribution Date in January 2003, to the
Class A-II Certificateholders, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount (to
the extent not covered by the Group II Excess Cash Flow on such
Distribution Date), which amount shall be included in the Group II
Principal Distribution Amount and
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allocated in the manner and priority set forth in Section 4.02(f) below,
until the aggregate Certificate Principal Balance of the Class A-II
Certificates has been reduced to zero;
(x) to the Class A-I Certificateholders from the amount, if any,
of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date,
to the extent not covered by Compensating Interest on such Distribution
Date, which amount shall be allocated to the Class A-I
Certificateholders on a pro rata basis, based on the amount of Accrued
Certificate Interest thereon for such Distribution Date;
(xi) to the Class A-II Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group II Loans for that Distribution
Date, to the extent not covered by Compensating Interest and Group II
Excess Cash Flow on such Distribution Date, which amount shall be
allocated to the Class A-II Certificateholders on a pro rata basis,
based on the amount of Accrued Certificate Interest thereon for such
Distribution Date;
(xii) to the Class A-I Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, which amount shall be allocated to
the Class A-I Certificateholders on a pro rata basis, based on the
amount of Prepayment Interest Shortfalls remaining unpaid;
(xiii) to the Class A-II Certificateholders from the amount, if
any, of the Group I Available Distribution Amount remaining after the
foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, which will repaid to the Class
A-II Certificateholders on a pro rata basis, based on the amount of
Prepayment Interest Shortfalls remaining unpaid, to the extent not
covered by the Group II Excess Cash Flow;
(xiv) to make payments, in respect of the Group I
Overcollateralization Reduction Amount, (i) first, to the Basis Risk
Shortfall Reserve Fund to pay to the Class A-II Certificates the amount
of any Basis Risk Shortfall Carry-Forward Amount on such Certificates on
a pro rata basis, based on the amount of Basis Risk Shortfall
Carry-Forward Amount thereon, (ii) second, to maintain a balance in the
Basis Risk Shortfall Reserve Fund equal to the Basis Risk Shortfall
Reserve Fund Deposit; and (iii) third, to the Class SB-II
Certificateholders, from the amount, if any, remaining after the
foregoing distributions of the Group I Overcollateralization Reduction
Amount for such Distribution Date to the extent of any Group II Diverted
Excess Spread;
(xv) to make payments, from amounts otherwise payable to the
Class SB-I Certificates (i) first, to the Basis Risk Shortfall Reserve
Fund to pay to the Class A-II Certificates the amount of any Basis Risk
Shortfall Carry-Forward Amount on such Certificates on a pro rata basis,
based on the amount of Basis Risk Shortfall Carry-Forward
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Amount thereon and (ii) second, to maintain a balance in the Basis Risk
Shortfall Reserve Fund equal to the Basis Risk Shortfall Reserve Fund
Deposit, in each case to the extent not covered by payments from the
Group II Excess Cash Flow pursuant to Section 4.02(d)(xiv);
(xvi) to the Class SB-I Certificates, from the amount, if any, of
the Group I Available Distribution Amount remaining after the foregoing
distributions, the sum of (A) Accrued Certificate Interest thereon, (B)
the amount of any Group I Overcollateralization Reduction Amount for
such Distribution Date (to the extent not distributed to the Class SB-II
Certificates), and (C) any prepayment charges received on the Group I
Loans during the related Prepayment Period; and
(xvii) to the related Class R Certificateholders, the balance, if
any, of the Group I Available Distribution Amount.
(d) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder of record on the next preceding Record Date (other than
as provided in Section 9.01 respecting the final distribution) either in
immediately available funds (by wire transfer or otherwise) to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the Paying Agent by the Record Date, by check
mailed to such Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share with respect to
each Class of Certificates, shall be based on the aggregate of the Percentage
Interests represented by Certificates of the applicable Class held by such
Holder of the following amounts), in the following order of priority, in each
case to the extent of the Group II Available Distribution Amount:
(i) to the Class A-II Certificateholders, the related Accrued
Certificate Interest payable on such Certificates with respect to such
Distribution Date, plus any related Accrued Certificate Interest
remaining unpaid from any prior Distribution Date, less any related
Prepayment Interest Shortfalls on the Group II Loans, to the extent not
covered by Compensating Interest pursuant to Section 3.16;
(ii) to the Class A-II Certificateholders, the Group II Principal
Distribution Amount (other than with respect to clauses (iv) and (v) of
the definition thereof), which amount shall be allocated in the manner
and priority set forth in Section 4.02(f) below, until the aggregate
Certificate Principal Balance of each Class of Class A-II Certificates
has been reduced to zero;
(iii) to the Class A-II Certificateholders, from the Group II
Excess Cash Flow, an amount equal to the Realized Losses (other than
Group II Excess Losses) on the Group II Loans during the immediately
preceding Due Period, which shall be included in the Group II Principal
Distribution Amount and allocated in the manner and priority set forth
in Section 4.02(f) below, until the aggregate Certificate Principal
Balance of the Class A-II Certificates has been reduced to zero;
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(iv) to the Class A-I Certificateholders (other than Class A-I-IO
Certificateholders), from the Group II Available Distribution Amount
remaining after the foregoing distributions, an amount equal to the
Realized Losses (other than Group I Excess Losses) on the Group I Loans
during the immediately preceding Due Period, to the extent not covered
by distributions of the Group I Excess Cash Flow pursuant to Section
4.02(c)(iii), in the manner and priority set forth in Section 4.02(e)
below, until the aggregate Certificate Principal Balance of the Class
A-I Certificates has been reduced to zero;
(v) to the Certificate Insurer, from the amount, if any, of the
Group II Available Distribution Amount remaining after the foregoing
distributions, the amount of any Group II Cumulative Insurance Payments;
(vi) to the Certificate Insurer, from the amount, if any, of the
Group II Available Distribution Amount remaining after the foregoing
distributions, the amount of any Group I Cumulative Insurance Payments,
to the extent not covered by Group I Excess Cash Flow;
(vii) to the Class A-I Certificateholders, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the Group I Overcollateralization Increase
Amount for such Distribution Date, to the extent (A) the aggregate
Certificate Principal Balance of the Class A-I Certificates immediately
prior to such Distribution Date exceeded the aggregate Stated Principal
Balance of the Group I Loans at the end of the immediately preceding Due
Period and to the extent not covered by the Group I Excess Cash Flow and
(B) not covered by distributions of the Group I Excess Cash Flow
pursuant to Section 4.02(c)(viii), which amount shall be included in the
Group I Principal Distribution Amount and allocated in the manner and
priority set forth in Section 4.02(e) below, until the aggregate
Certificate Principal Balance of each Class of Class A-I Certificates
has been reduced to zero;
(viii) commencing on the Distribution Date in January 2003, to
the Class A-II Certificateholders, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount for
such Distribution Date, which amount shall be included in the Group II
Principal Distribution Amount and allocated in the manner and priority
set forth in Section 4.02(f) below, until the aggregate Certificate
Principal Balance of the Class A-II Certificates has been reduced to
zero;
(ix) commencing on the Distribution Date in January 2003, to the
Class A-I Certificateholders, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount (to the
extent not covered by the Group I Excess Cash Flow on such Distribution
Date), which amount shall be included in the Group I Principal
Distribution Amount and allocated in the manner and priority set forth
in Section 4.02(e) below, until the aggregate Certificate Principal
Balance of the Class A-I Certificates has been reduced to zero;
(x) to the Class A-II Certificateholders from the amount, if any,
of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of
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any related Prepayment Interest Shortfalls with respect to the Group II
Loans for that Distribution Date, to the extent not covered by
Compensating Interest on such Distribution Date, which amount shall be
allocated to the Class A-II Certificateholders on a pro rata basis,
based on the amount of Accrued Certificate Interest thereon for such
Distribution Date;
(xi) to the Class A-I Certificateholders from the amount, if any,
of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of any related Prepayment Interest
Shortfalls with respect to the Group I Loans for that Distribution Date,
to the extent not covered by Compensating Interest and Group I Excess
Cash Flow on such Distribution Date, which amount shall be allocated to
the Class A-I Certificateholders on a pro rata basis, based on the
amount of Accrued Certificate Interest thereon for such Distribution
Date;
(xii) to the Class A-II Certificateholders from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, which amount shall be allocated to
the Class A-II Certificateholders on a pro rata basis, based on the
amount of Prepayment Interest Shortfalls remaining unpaid;
(xiii) to the Class A-I Certificateholders from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, which amount shall be allocated to
the Class A-I Certificateholders on a pro rata basis, based on the
amount of Prepayment Interest Shortfalls remaining unpaid, to the extent
not covered by the Group I Excess Cash Flow;
(xiv) to make payments, in respect of the Group II
Overcollateralization Reduction Amount, (i) first, to the Basis Risk
Shortfall Reserve Fund to pay to the Class A-II Certificates the amount
of any Basis Risk Shortfall Carry-Forward Amount on such Certificates on
a pro rata basis, based on the amount of Basis Risk Shortfall
Carry-Forward Amount thereon, (ii) second, to maintain a balance in the
Basis Risk Shortfall Reserve Fund equal to the Basis Risk Shortfall
Reserve Fund Deposit; and (iii) third, to the Class SB-I
Certificateholders, from the amount, if any, remaining after the
foregoing distributions of any Group II Overcollateralization Reduction
Amount for such Distribution Date to the extent of any Group I Diverted
Excess Spread;
(xv) to make payments, from amounts otherwise payable to the
Class SB-II Certificates, (i) first, to the Basis Risk Shortfall Reserve
Fund to pay to the Class A-II Certificates the amount of any Basis Risk
Shortfall Carry-Forward Amount on such Certificates on a pro rata basis,
based on the amount of Basis Risk Shortfall Carry-Forward Amount
thereon, and (ii) second, to maintain a balance in the Basis Risk
Shortfall Reserve Fund equal to the Basis Risk Shortfall Reserve Fund
Deposit;
(xvi) to the Class SB-II Certificates, from the amount, if any,
of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued
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Certificate Interest thereon and the amount of any Group II
Overcollateralization Reduction Amount for such Distribution Date, and
in addition to the foregoing, any prepayment charges received on the
Group II Loans during the related Prepayment Period; and
(xvii) to the related Class R Certificateholders, the balance, if
any, of the Group II Available Distribution Amount.
(e) The Group I Principal Distribution Amount payable to the Class A-I
Certificateholders shall be allocated as follows:
(i) first, to the Class A-I-6 Certificates, an amount equal to
the Class A-I-6 Lockout Distribution Amount for that Distribution Date,
until the Certificate Principal Balance of the Class A-I-6 Certificates
has been reduced to zero; and
(ii) second, to the Class A-I-1, Class A-I-2, Class A-I-3, Class
A-I-4, Class A-I-5 and Class A-I-6 Certificates, in that order, in each
case until the Certificate Principal Balance thereof has been reduced to
zero.
(f) On each Distribution Date, the Group II Principal Distribution
Amount payable to the Class A-II Certificateholders pursuant to 4.02(c) and (d)
above shall be divided into the Group II-A Principal Distribution Amount and the
Group II-B Principal Distribution Amount, which shall be paid concurrently as
follows:
(i) the Group II-A Principal Distribution Amount shall be
distributed as follows:
(A) first, to the Class A-IIA Certificates until the
Certificate Principal Balance thereof has been reduced to zero;
and
(B) second, to the Class A-IIB Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(ii) The Group II-B Principal Distribution Amount shall be
distributed as follows:
(A) first, to the Class A-IIB Certificates until the
Certificate Principal Balance thereof has been reduced to zero;
and
(B) second, to the Class A-IIA Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(g) 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
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Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders.
--------------------------------
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail or otherwise make
available electronically on its website (which may be obtained by any
Certificateholder by telephoning the Trustee at (000) 000-0000) to each Holder,
the Certificate Insurer and the Depositor a statement setting forth the
following information as to each Class of Certificates, in each case to the
extent applicable:
(i) (A) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (B) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer with
respect to the Group I Loans, Group II Loans and the Mortgage Loans in
the aggregate pursuant to Section 4.04;
(v) the number of Group I Loans, Group II Loans and the Mortgage
Loans in the aggregate 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 and the Mortgage Loans in the aggregate 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 and the Mortgage Loans in the aggregate that are in
foreclosure;
108
(viii) the number, aggregate principal balance and book value of
any REO Properties with respect to the Group I Loans, Group II Loans and
the Mortgage Loans in the aggregate;
(ix) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(x) the aggregate amount of Realized Losses with respect to the
Group I Loans, Group II Loans and the Mortgage Loans in the aggregate
for such Distribution Date and the aggregate amount of Realized Losses
with respect to the Group I Loans, Group II Loans and the Mortgage Loans
in the aggregate incurred since the Cut-off Date;
(xi) Group I Special Hazard Amount, Group II Special Hazard
Amount, Group I Fraud Loss Amount, Group II Fraud Loss Amount, Group I
Bankruptcy Amount and Group II Bankruptcy Amount as of the close of
business on such Distribution Date and a description of any change in
the calculation of such amounts;
(xii) with respect to the related Due Period, (a) the number of
Group I Loans, Group II Loans and the Mortgage Loans in the aggregate
for which a payment was made by the Mortgage Insurance Policy Provider
under the MI Policy since the Closing Date and the aggregate amount of
any such payments, (b) the number of Group I Loans, Group II Loans and
the Mortgage Loans in the aggregate for which a claim has been presented
to the Mortgage Insurance Policy Provider under the MI Policy since the
Closing Date and the aggregate amount of any such outstanding claims,
and (c) the number of Group I Loans, Group II Loans and the Mortgage
Loans in the aggregate for which a claim was presented to the Mortgage
Insurance Policy Provider under the MI Policy since the Closing Date
which claim was denied by the Mortgage Insurance Policy Provider and the
aggregate amount of any such denied claims;
(xiii) the aggregate amount of any Insured Amount paid on such
Distribution Date and the portion paid to each Class A Certificate, the
amount of any reimbursement payment made to the Certificate Insurer on
such Distribution Date pursuant to Section 4.02(c)(v) and (vi) and
(d)(v) and (vi) from each Loan Group and the amount of Cumulative
Insurance Payments after giving effect to any such Insured Amount or any
such reimbursement payment to the Certificate Insurer;
(xiv) the Pass-Through Rate on each Class of Certificates, the
Group I Net WAC Cap Rate and Group II Net WAC Cap Rate and the Weighted
Average Group II Maximum Net Mortgage Rate;
(xv) any Basis Risk Shortfall, Basis Risk Shortfall Carry-Forward
Amount, Group I Prepayment Interest Shortfalls or Group II Prepayment
Interest Shortfalls;
(xvi) the Group I Overcollateralization Amount and Group II
Overcollateralization Amount and the Group I Required
Overcollateralization Amount and Group II Required
Overcollateralization Amount following such Distribution Date;
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(xvii) the number and aggregate principal balance of the Group I
Loans, Group II Loans and the Mortgage Loans in the aggregate
repurchased under Section 4.07 or 4.08;
(xviii)the aggregate amount of any recoveries with respect to the
Group I Loans, Group II Loans and the Mortgage Loans in the aggregate on
previously foreclosed loans from Residential Funding due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of the
Group I Loans, Group II Loans and the Mortgage Loans in the aggregate
after giving effect to the amounts distributed on such Distribution
Date;
(xx) the weighted average Mortgage Rates of the Group I Loans and
the Group II Loans after giving effect to the amounts distributed on
such Distribution Date;
(xxi) the aggregate of any deposits to and withdrawals from the
Basis Risk Shortfall Reserve Fund for such Distribution Date and the
remaining amount on deposit in the Basis Risk Shortfall Reserve Fund
after such deposits and withdrawals;
(xxii) the occurrence of the Group I First Stepdown Date or Group
I Second Stepdown Date, and whether the Group I First Stepdown Trigger
Test and Group I Second Stepdown Trigger Test are satisfied; and
(xxiii)the current Rolling Six-Month Delinquency Ratio with
respect to the Mortgage Loans in the aggregate.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R
Certificate, a statement containing the information set forth in clauses (i) and
(ii) of subsection (a) above aggregated for such calendar year or applicable
portion thereof during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, 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.
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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, the
Certificate Insurer, any Paying Agent and the Depositor (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) (provided that the Master Servicer will use its best efforts to deliver
such written statement not later than 12:00 p.m. New York time on the second
Business Day prior to the Distribution Date) setting forth (i) the Group I
Available Distribution Amount or Group II Available Distribution Amount, (ii)
the amounts required to be withdrawn from the Custodial Account and deposited
into the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the Mortgage
Insurance Premium for such Distribution Date, (iv) the amounts required to be
withdrawn from the Certificate Account and deposited into the Basis Risk
Shortfall Reserve Fund pursuant to Section 4.10, (v) the Certificate Insurer
Premium and, if the Master Servicer determines that a Deficiency Amount exists
for such Distribution Date, the amount necessary to complete the notice in the
form of Exhibit A to the Certificate Guaranty Insurance Policy (the "Notice"),
(vi) the amount of Prepayment Interest Shortfalls, Basis Risk Shortfalls and
Basis Risk Shortfall Carry-Forward Amounts, (vii) the amounts required to be
withdrawn from the Mortgage Insurance Premium Taxes Reserve Fund pursuant to
Section 4.11 and (viii) 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) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
sum of (A) the aggregate amount of Monthly Payments other than Balloon Payments
(with each interest portion thereof adjusted to the Net Mortgage Rate plus the
sum of the Mortgage Insurance Premium Rate and the Certificate Insurer Premium
Modified Rate, if applicable), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Relief Act or similar legislation
or regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date in the related Due Period, which Monthly Payments were due
during the related Due Period and not received as of the close of business as of
the related Determination Date; provided that no Advance shall be made if it
would be a Nonrecoverable Advance, and (B) with respect to each Balloon Loan
delinquent in respect of its Balloon Payment as of the close of business on the
related Determination Date, an amount equal to the assumed Monthly Payment (with
each interest portion thereof adjusted to the Net Mortgage Rate) that would have
been due on the related Due Date based on the original amortization schedule for
such Balloon Loan until such Balloon Loan is finally liquidated, over any
payments of interest or principal (with each interest portion thereof adjusted
to the Net Mortgage Rate) received from the related Mortgagor as of the close of
business on the related Determination
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Date and allocable to the Due Date during the related Due Period for each month
until such Balloon Loan is finally liquidated, (ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate Account all or a
portion of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the Amount Held for
Future Distribution so used shall be replaced by the Master Servicer by deposit
in the Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The determination by
the Master Servicer that it has made a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to the Depositor,
the Certificate Insurer 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 and the Certificate Insurer of its
inability to advance (such notice may be given by telecopy), not later than 3:00
P.M., New York time, on such Business Day, specifying the portion of such amount
that it will be unable to deposit. Not later than 3:00 P.M., New York time, on
the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon,
New York time, on such day the Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly or indirectly deposited
in the Certificate Account such portion of the amount of the Advance as to which
the Master Servicer shall have given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of the Master Servicer hereunder, including
the obligation to deposit in the Certificate Account an amount equal to the
Advance for the immediately succeeding Distribution Date. The Trustee shall
deposit all funds it receives pursuant to this Section 4.04 into the Certificate
Account.
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Section 4.05 Allocation of Realized Losses.
-----------------------------
(a) Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Mortgage Loans shall be allocated as
follows:
(1) (A) All Realized Losses on the Group I Loans (other than
Group I Excess Losses) shall be allocated as follows:
first, to Group I Excess Cash Flow as provided in Section
4.02(c)(iii), to the extent of the Group I Excess Cash
Flow for such Distribution Date;
second, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(iv), to the extent of the Group II Excess
Cash Flow for such Distribution Date remaining after
distributions pursuant to Section 4.02(d)(iii);
third, in reduction of the Group I Overcollateralization
Amount, until the earlier of: (1) such amount has been
reduced to zero or (2) the aggregate Certificate Principal
Balance of the Class A Certificates equals the aggregate
Stated Principal Balance of the Group I Loans and Group II
Loans;
fourth, in reduction of the Group II Overcollateralization
Amount, meaning, that no additional Realized Losses will
be allocated to any Class of Certificates until the
aggregate Certificate Principal Balance of the Class A
Certificates equals the aggregate Stated Principal Balance
of the Group I Loans and Group II Loans;
fifth, to the Class A-I Certificates, with such amount
allocated among each Class of Class A-I Certificates on a
pro rata basis, until the aggregate Certificate Principal
Balance of each such Class has been reduced to zero,
provided, that any allocation of a Realized Loss to a
Class A-I Certificate will be covered by the Certificate
Guaranty Insurance Policy, in accordance with its terms.
(BAny Group I Excess Losses on the Mortgage Loans, will be
allocated to the Class A-I Certificates in each case in an amount
equal to the product of (a) the Group I Excess Losses and (b) the
fraction, expressed as a percentage, the numerator of which is
(x) the aggregate Certificate Principal Balance of the Class A-I
Certificates (other than the Class A-I-IO Certificates), and the
denominator of which is (y) the aggregate Stated Principal
Balance of the Group I Loans, and the remainder of such losses
shall be allocated to the Group I Overcollateralization Amount in
reduction of the amount
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thereof, provided, that any allocation of a Group I Excess Loss
to a Class A-I Certificate will be covered by the Certificate
Guaranty Insurance Policy, in accordance with its terms.
(2) (A) All Realized Losses on the Group II Loans (other than
Group II Excess Losses) shall be allocated as follows:
first, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(iii), to the extent of the Group II Excess
Cash Flow for such Distribution Date,
second, to the Group I Excess Cash Flow as provided in
Section 4.02(c)(iv), to the extent of the Group I Excess
Cash Flow for such Distribution Date remaining after
distributions pursuant to Section 4.02(c)(iii);
third, in reduction of the Group II Overcollateralization
Amount, until the earlier of: (1) such amount has been
reduced to zero or (2) the aggregate Certificate Principal
Balance of the Class A Certificates equals the aggregate
Stated Principal Balance of the Group I Loans and Group II
Loans;
fourth, in reduction of the Group I Overcollateralization
Amount, meaning, that no additional Realized Losses will
be allocated to any Class of Certificates until the
aggregate Certificate Principal Balance of the Class A
Certificates equals the aggregate Stated Principal Balance
of the Group I Loans and Group II Loans; and
fifth, to the Class A-IIA Certificates and Class A-IIB
Certificates, respectively, in the same proportion as the
Group II Principal Distribution Amount was allocated to
such Certificates on that Distribution Date; until the
Certificate Principal Balance of each such Class has been
reduced to zero, provided, that any allocation of a
Realized Loss to a Class A-II Certificate will be covered
by the Certificate Guaranty Insurance Policy, in
accordance with its terms.
(BAny Group II Excess Losses on the Mortgage Loans, will be
allocated to the Class A-IIA Certificates and Class A-IIB
Certificates, in each case in an amount equal to the product of
(a) the Group II Excess Losses and (b) the fraction, expressed as
a percentage, the numerator of which is (x) the Certificate
Principal Balance of the Class A-IIA Certificates and Class A-IIB
Certificates, and the denominator of which is (y) the aggregate
Stated Principal Balance of the Group II Loans, and the remainder
of such losses shall be allocated to the Group II
Overcollateralization Amount in reduction of the amount thereof,
provided, that any allocation of a Group II Excess Loss to a
Class A-II Certificate will be covered by the Certificate
Guaranty Insurance Policy, in accordance with its terms.
(b) Any allocation of the principal portion of Realized Losses (other
than Debt Service Reductions) to the Class A Certificates (other than the Class
A-I-IO Certificates) shall be made by
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reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date.
Allocations of the interest portions of Realized Losses shall be made by
operation of the definition of "Accrued Certificate Interest" and by operation
of the provisions of Section 4.02(c) and (d). All Realized Losses and all other
losses allocated to a Class of Certificates hereunder will be allocated among
the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
(c) All Realized Losses on the Group I Loans shall be allocated on each
Distribution Date first, to REMIC I Regular Interest LT-A-1, until the
Uncertificated Principal Balance thereof has been reduced to zero; then to the
REMIC I Regular Interest with the lowest numerical designation until the
Uncertificated Principal Balance thereof has been reduced to zero. All Realized
Losses on the Group II Loans shall be allocated on each Distribution Date to
REMIC I Regular Interest LT-B until the Uncertificated Principal Balance thereof
has been reduced to zero.
(d) (i)All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date to the following REMIC III Group I Regular Interests
(other than REMIC III Regular Interest MT- AIO-1) in the specified percentages,
as follows: first, to Uncertificated Accrued Interest payable to the REMIC III
Regular Interests MT-A-I-AA and MT-1-ZZ up to an aggregate amount equal to the
excess of (a) the REMIC III Group I Interest Loss Allocation Amount over (b)
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group I Loans for such Distribution Date, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of the REMIC III
Regular Interests MT-A-I-AA and MT-A-I-ZZ up to an aggregate amount equal to the
REMIC III Group I Principal Loss Allocation Amount, 98% and 2%, respectively;
third, to the Uncertificated Principal Balances of REMIC III Regular Interests
MT-A-I-AA, 98%, MT-A-I-1, MT- X-X-0, XX-X-X-0, XX-X-X-0 xxx XX-X-X-0, XX-X-X-0,
1% pro rata, and MT-A-I-ZZ, 1%, until the Uncertificated Balance of each of
REMIC III Regular Interests MT-A-I-1, MT-A-I-2, MT-A-I-3, MT-A-I-4, MT-A-I-5 and
MT-A-I-6 have been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated on
each Distribution Date to the following REMIC III Group II Regular Interests in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC III Regular Interests MT-A-II-AA and MT-A-II-ZZ up to an
aggregate amount equal to the excess of (a) the REMIC III Group II Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group II Loans for such
Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC III Regular Interests MT-A-II-AA and MT-A-II-ZZ
up to an aggregate amount equal to the REMIC III Group II Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC III Regular Interests MT-A-II-AA, 98%, MT-A-IIA,
MT-A-IIB, 1% pro rata, and MT-A- II-ZZ, 1%, until the Uncertificated Balances of
REMIC III Regular Interests MT-A-IIA and MT-A- IIB have been reduced to zero.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of
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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; and provided further, that such Mortgage Loan is 90
days or more delinquent at the time of repurchase. Such option if not exercised
shall not thereafter be reinstated as to any Mortgage Loan, unless the
delinquency is cured and the Mortgage Loan thereafter again becomes delinquent
in payment by 90 days or more in a subsequent Calendar Quarter. If at any time
the Master Servicer makes a payment to the Certificate Account covering the
amount of the Purchase Price for such a Mortgage Loan, and the Master Servicer
provides to the Trustee a certification signed by a Servicing Officer stating
that the amount of such payment has been deposited in the Certificate Account,
then the Trustee shall execute the assignment of such Mortgage Loan at the
request of the Master Servicer without recourse to the Master Servicer which
shall succeed to all the Trustee's right, title and interest in and to such
Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master Servicer will
thereupon own such Mortgage, and all such security and documents, free of any
further obligation to the Trustee or the Certificateholders with respect
thereto.
Section 4.08 Limited Mortgage Loan Repurchase Right.
--------------------------------------
The Limited Repurchase Right Holder will have the option at any time to
purchase any of the Group II Loans from the Trustee at the Purchase Price, up to
a maximum of five Group II Loans. In the event that this option is exercised as
to any five Group II Loans in the aggregate, this option will thereupon
terminate. The holder of this option will also have the ability to irrevocably
revoke the option at any time, in which case the option will thereupon
terminate. If at any time the Limited Repurchase Right Holder makes a payment to
the Certificate Account covering the amount of the Purchase Price for such a
Mortgage Loan, and the Limited Repurchase Right Holder provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Group II Loan at the request of the Limited
Repurchase Right Holder without recourse to the Limited Repurchase Right Holder
which shall succeed to all the Trustee's right, title and interest in and to
such Group II Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Limited
Repurchase Right Holder will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
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Section 4.09 The Certificate Guaranty Insurance Policy.
-----------------------------------------
(a) If pursuant to Section 4.04(a)(v), the Master Servicer determines
that a Deficiency Amount exists for such Distribution Date, the Trustee shall
complete the Notice and submit such Notice in accordance with the Certificate
Guaranty Insurance Policy to the Certificate Insurer no later than 12:00 P.M.,
New York City time, on the Business Day immediately preceding each Distribution
Date, as a claim for an Insured Amount (provided that the Trustee shall submit
such notice on the second Business Day immediately preceding such Distribution
Date if it is able to do so) in an amount equal to such Deficiency Amount.
(b) The Trustee shall establish and maintain the Insurance Account on
behalf of the Holders of the Class A Certificates. Upon receipt of an Insured
Amount from the Certificate Insurer on behalf of the Class A Certificateholders,
the Trustee shall deposit such Insured Amount in the Insurance Account. All
amounts on deposit in the Insurance Account shall remain uninvested. On each
Distribution Date, the Trustee shall transfer any Insured Amount then on deposit
in the Insurance Account to the Certificate Account. The Trustee shall
distribute on each Distribution Date the Deficiency Amount for such Distribution
Date from the Certificate Account, together with the distributions due to the
Class A Certificateholders on such Distribution Date, as follows: (i) the
portion of any such Deficiency Amount related to clauses (i) and (ii) of the
definition of Deficiency Amount shall be distributed among the related Class A
Certificateholders in accordance with their respective shortfalls or allocations
of Realized Losses; and (ii) the portion of any such Deficiency Amount related
to clause (iii) of the definition of Deficiency Amount shall be distributed to
the related Class A Certificateholders in accordance with Section 9.01(c).
(c) The Trustee shall (i) receive as attorney-in-fact of each Class A
Certificateholder any Insured Amount from the Certificate Insurer and (ii)
distribute such Insured Amount to such Class A Certificateholders as set forth
in subsection (b) above. Insured Amounts disbursed by the Trustee from proceeds
of the Certificate Guaranty Insurance Policy shall not be considered payment by
the Trust Fund with respect to the Class A Certificates, nor shall such
disbursement of such Insured Amounts discharge the obligations of the Trust Fund
with respect to the amounts thereof, and the Certificate Insurer shall become
owner of such amounts to the extent covered by such Insured Amounts as the
deemed assignee of such Class A Certificateholders. The Trustee hereby agrees on
behalf of each Class A Certificateholder (and each Class A Certificateholder, by
its acceptance of its Class A Certificates, hereby agrees) for the benefit of
the Certificate Insurer that the Trustee shall recognize that to the extent the
Certificate Insurer pays Insured Amounts, either directly or indirectly (as by
paying through the Trustee), to the Class A Certificateholders, the Certificate
Insurer will be entitled to be subrogated to the rights of the Class A
Certificateholders to the extent of such payments.
Section 4.10 Distribution of Basis Risk Shortfall Carry-Forward
Amount; Basis Risk Shortfall Reserve Fund.
(a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of Class A-II Certificates, the Basis Risk
Shortfall Reserve Fund. In addition, on the Closing Date, the Trustee shall
deposit into the Basis Risk Shortfall Reserve Fund the Basis Risk Shortfall
Reserve Fund Deposit. On each Distribution Date, the Trustee shall transfer from
the
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Certificate Account to the Basis Risk Shortfall Reserve Fund the amounts
specified pursuant to Section 4.02(c)(xiv) and (xv) and (d)(xiv) and (xv). On
each Distribution Date, to the extent required, the Trustee shall make
withdrawals from the Basis Risk Shortfall Reserve Fund and use the amounts in
the Basis Risk Shortfall Reserve Fund to make distributions to the Class A-II
Certificates, in an amount equal to the amount of any Basis Risk Shortfall
Carry-Forward Amount on such Certificate, unless the Certificate Principal
Balance of that Class of Class A-II Certificates has been reduced to zero. Any
such amounts transferred shall be treated for federal tax purposes as amounts
distributed by REMIC IV to the Class SB-II Certificateholders as transferee
thereof. On each Distribution Date, to the extent that the balance of deposits
in the Basis Risk Shortfall Reserve Fund is in excess of $5,000 after the
distributions described in the second preceding sentence, the Trustee shall,
based upon the information provided by the Master Servicer, withdraw from the
Basis Risk Shortfall Reserve Fund (to the extent of funds available on deposit
therein) such amounts in excess of $5,000, if any, and distribute them to the
holder of the Basis Risk Shortfall Reserve Fund Residual Right.
(b) The Basis Risk Shortfall Reserve Fund shall be an Eligible Account.
Amounts held in the Basis Risk Shortfall Reserve Fund from time to time shall
continue to constitute assets of the Trust Fund, but not of the REMICs, until
released from the Basis Risk Shortfall Reserve Fund pursuant to this Section
4.10. The Basis Risk Shortfall Reserve Fund constitutes an "outside reserve
fund" within the meaning of Treasury Regulation ss. 1.860G-2(h) and is not an
asset of the REMICs. The Class SB-II Certificateholders shall be the owners of
the Basis Risk Shortfall Reserve Fund, and for all federal tax purposes, amounts
transferred by the REMICs to the Basis Risk Shortfall Reserve Fund shall be
treated as amounts distributed by the REMICs to the Class SB-II
Certificateholders. The Trustee shall keep records that accurately reflect the
funds on deposit in the Basis Risk Shortfall Reserve Fund. The Trustee shall, at
the direction of the Master Servicer, invest amounts on deposit in the Basis
Risk Shortfall Reserve Fund in Permitted Investments. In the absence of written
direction to the Trustee from the Master Servicer, all funds in the Basis Risk
Shortfall Reserve Fund shall remain uninvested. On each Distribution Date, the
Trustee shall distribute any interest on the Basis Risk Shortfall Reserve Fund
to the holder of the Basis Risk Shortfall Reserve Fund Residual Right.
(c) The holder of the Basis Risk Shortfall Reserve Fund Residual Right
with respect to the Basis Risk Shortfall Reserve Fund shall initially be
Residential Funding as holder of the Class SB-II Certificates, and such Basis
Risk Shortfall Reserve Fund Residual Right shall at all times be owned by and
allocated to Class SB-II Certificateholders on a pro rata basis. So long as
Residential Funding is the holder of the Class SB-II Certificates, any amounts
payable pursuant to this Section 4.10 shall be payable to Residential Funding.
In the event of a transfer of the ownership in any of the Class SB-II
Certificates by Residential Funding, the Basis Risk Shortfall Reserve Fund
Residual Right will be transferred along with such Class SB-II Certificates.
Section 4.11 Mortgage Insurance Premium Taxes Reserve Fund.
---------------------------------------------
(a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of Residential Funding, the Mortgage Insurance
Premium Taxes Reserve Fund. In addition, on the Closing Date, the Trustee shall
deposit into the Mortgage Insurance Premium Taxes Reserve Fund the Mortgage
Insurance Premium Taxes Reserve Fund Deposit. No later than two
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business days prior to each Distribution Date, the Master Servicer shall notify
the Trustee and, consistent with directions the Master Servicer provides the
Trustee for the Distribution Date, to the extent required, the Trustee shall
make withdrawals from the Mortgage Insurance Premium Taxes Reserve Fund and use
the amounts in the Mortgage Insurance Premium Taxes Reserve Fund solely to pay
to the Mortgage Insurance Policy Provider any taxes then due and owing on such
Distribution Date in connection with any Premium paid under the MI Policy
related to Mortgage Loans in the States of Kentucky or West Virginia. Upon
receipt of notice by the Trustee from the Master Servicer of a notification that
the MI Policy no longer covers any Mortgage Loans in the State of Kentucky or
West Virginia, the Trustee shall withdraw from the Mortgage Insurance Premium
Taxes Reserve Fund all remaining amounts on deposit, if any, and distribute them
to the holder of the Mortgage Insurance Premium Reserve Fund Residual Right.
(b) The Mortgage Insurance Premium Taxes Reserve Fund shall be an
Eligible Account. Amounts held in the Mortgage Insurance Premium Taxes Reserve
Fund from time to time shall continue to constitute assets of the Trust Fund,
but not of the REMICs, until released from the Mortgage Insurance Premium Taxes
Reserve Fund pursuant to this Section 4.11. The Mortgage Insurance Premium Taxes
Reserve Fund constitutes an "outside reserve fund" within the meaning of
Treasury Regulation ss. 1.860G-2(h) and is not an asset of the REMICs.
Residential Funding shall be the owner of the Mortgage Insurance Premium Taxes
Reserve Fund, including the income from investment thereof. The Trustee shall
keep records that accurately reflect the amounts on deposit in the Mortgage
Insurance Premium Taxes Reserve Fund. The Trustee shall, at the direction of the
Master Servicer, invest amounts on deposit in the Mortgage Insurance Premium
Taxes Reserve Fund in Permitted Investments. In the absence of written direction
to the Trustee from the Master Servicer, all funds in the Mortgage Insurance
Premium Taxes Reserve Fund shall remain uninvested.
(c) The owner of the Mortgage Insurance Premium Taxes Reserve Fund shall
be Residential Funding. Residential Funding, as the owner of the Mortgage
Insurance Premium Taxes Reserve Fund, also shall own the Mortgage Insurance
Premium Taxes Reserve Fund Residual Right.
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ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
----------------
(a) The Class A Certificates, Class SB Certificates and Class R
Certificates shall be substantially in the forms set forth in Exhibits A, B 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 Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated form in minimum percentage interests of 5.00% and integral
multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall
be issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.The
Certificates shall be executed by manual or facsimile signature on behalf of an
authorized officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates 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, through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for purposes of exercising the rights of Certificateholders
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hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of Book-
Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date. If (i)(A) the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(c) Each of the Certificates is intended to be a "security" governed by
Article 8 of the Uniform Commercial Code as in effect in the State of New York
and any other applicable jurisdiction, to the extent that any of such laws may
be applicable.
Section 5.02 Registration of Transfer and Exchange of Certificates.
-----------------------------------------------------
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class SB or 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.
121
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB or
Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB or Class R Certificates may be made in accordance with this Section 5.02(d)
if the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws and
this Agreement.
(e) In the case of any Class SB or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Master Servicer to the effect that the purchase
or holding of such Class SB or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and
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will not subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Depositor
or the Master Servicer or (ii) the prospective transferee shall be required to
provide the Trustee, the Depositor and the Master Servicer with a certification
to the effect set forth in Exhibit P (with respect to a Class SB Certificate) or
in paragraph fourteen of Exhibit H-1 (with respect to a Class R Certificate),
which the Trustee may rely upon without further inquiry or investigation, or
such other certifications as the Trustee may deem desirable or necessary in
order to establish that such transferee or the Person in whose name such
registration is requested is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any Person (including an insurance company investing its general accounts, an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit H-1)
from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of
the proposed Transfer as a nominee, trustee or agent for
any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of
this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit
H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
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things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee
in the form attached hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit H-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of
such Transfer of such Class R Certificate. If a Non-United States Person
shall become a holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The 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.
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(B) If any purported Transferee shall become a Holder of a Class
R Certificate in violation of the restrictions in this Section 5.02(f)
and to the extent that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause (iii)(A) above
shall be invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as the Master
Servicer may choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with the instructions
of the Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership Interest
in a Class R Certificate as a result of its exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided
to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds
an Ownership Interest in a Class R Certificate having as among
its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such
Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
(A) Written consent of the Certificate Insurer and 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
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provisions will not cause any of REMIC I, REMIC II, REMIC III or
REMIC IV to cease to qualify as a REMIC and will not cause (x)
any of REMIC I or REMIC IV to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a Person
that is a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not a
Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
-------------------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04 Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Certificate Insurer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder" and in Section 4.09, and neither the
Depositor, the Master Servicer, the Certificate Insurer, the Trustee, the
Certificate Registrar nor any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
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Section 5.05 Appointment of Paying Agent.
---------------------------
The Trustee may, with the consent of the Certificate Insurer (so long as
no Certificate Insurer Default exists), which consent shall not be unreasonably
withheld, 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 without taking into account the
Certificate Guaranty Insurance Policy 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, the Certificate Insurer and the Depositor, is
willing to service the Mortgage Loans and executes and delivers to the
Depositor, the Certificate Insurer and the Trustee an agreement, in form and
substance reasonably satisfactory to the Depositor, the Certificate Insurer and
the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided further that each
Rating Agency's rating of the Classes of
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Certificates (without taking into account the Certificate Guaranty Insurance
Policy) 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 and the Certificate Insurer. 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, the Certificate
Insurer 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,
the Certificate Insurer or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of,
or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary
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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)-(vi) 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 the Certificate Insurer (unless an Insurance Default is
continuing) or at the direction of Holders of Certificates entitled to at least
51% of the Voting Rights (which Voting Rights of the Class A Certificateholders
may be exercised by the Certificate Insurer without the consent of such Holders
and may only be exercised by such Holders with the prior written consent of the
Certificate Insurer so long as there does not exist a failure by the Certificate
Insurer to make a required payment under the Certificate Guaranty Insurance
Policy), by notice in writing to the Master Servicer (and to the Depositor and
the Certificate Insurer if given by the Trustee or to the Trustee and the
Certificate Insurer if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder; provided, however, that unless a Certificate
Insurer Default is continuing the successor to the Master Servicer appointed
pursuant to Section 7.02 shall be acceptable to the Certificate Insurer and
shall have accepted the duties of Master Servicer effective upon the resignation
of the Master Servicer. If an Event of Default described in clause (vi) hereof
shall occur, the Trustee with the consent of the Certificate Insurer shall, by
notice to the Master Servicer, the Certificate Insurer 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
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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 a copy of the
Program Guide and upon the request of the Certificate Insurer, a copy of the
Program Guide to the Certificate Insurer.
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 Certificate Insurer may appoint a successor Master Servicer and if the
Certificate Insurer fails to do so within 30 days, the Trustee or, upon notice
to the Certificate Insurer and the Depositor and with the Depositor's and the
Certificate Insurer's consent (which shall not be unreasonably withheld) a
designee (which meets the standards set forth below) of the Trustee, shall be
the successor in all respects to the Master Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Master Servicer (except for the responsibilities, duties
and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to
notify related Subservicers as set forth in such Sections, and its obligations
to deposit amounts in respect of losses incurred prior to such notice or
termination on the investment of funds in the Custodial Account or the
Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms and
provisions hereof); provided, however, that any failure to perform such duties
or responsibilities caused by the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the Master Servicer would have
been entitled to charge to the Custodial Account or the Certificate Account if
the Master Servicer had continued to act hereunder and, in addition, shall be
entitled to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Certificate Insurer may appoint a successor Master Servicer and
if the Certificate Insurer fails to do so within 30 days, 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
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Subservicing Fee to a rate of 0.50% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Master Servicer shall bear any and all fees of MERS, costs of
preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
Section 7.03 Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificate Insurer and 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 and the
Certificate Insurer 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 Certificate Insurer or 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, with the written consent of
the Certificate Insurer, which consent shall not be unreasonably withheld;
provided, however, that (a) a default or Event of Default under clause (i) of
Section 7.01 may be waived with the written consent of the Certificate Insurer,
only by all of the Holders of Certificates affected by such default or Event of
Default (which Voting Rights of the Class A Certificateholders may be exercised
by the Certificate Insurer without the consent of such Holders and may only be
exercised by such Holders with the prior written consent of the Certificate
Insurer so long as there does not exist a failure by the Certificate Insurer to
make a required payment under the Certificate Guaranty Insurance Policy) and (b)
no waiver pursuant to this Section 7.04 shall affect
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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
Certificate Insurer or the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event of Default with
the consent of the Certificate Insurer, which consent shall not be unreasonably
withheld, 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.
Section 7.05 Servicing Trigger; Removal of Master Servicer.
---------------------------------------------
(a) Upon determination by the Certificate Insurer that a Servicing
Trigger has occurred, the Certificate Insurer shall give notice of such
Servicing Trigger to the Master Servicer, the Depositor, the Trustee and to each
Rating Agency.
(b) At any time after such determination and while a Servicing Trigger
is continuing, the Certificate Insurer may direct the Trustee to remove the
Master Servicer if the Certificate Insurer makes a determination that the manner
of master servicing was a factor contributing to the size of the delinquencies
or losses incurred in the Trust Fund.
(c) Upon receipt of directions to remove the Master Servicer pursuant to
the preceding clause (b), the Trustee shall notify the Master Servicer that it
has been terminated and the Master Servicer shall be terminated in the same
manner as specified in Sections 7.01 and 7.02.
(d) After notice of occurrence of a Servicing Trigger has been given and
while a Servicing Trigger is continuing, until and unless the Master Servicer
has been removed as provided in clause (b), the Master Servicer covenants and
agrees to act as the Master Servicer for a term from the occurrence of the
Servicing Trigger to the end of the calendar quarter in which such Servicing
Trigger occurs, which term may at the Certificate Insurer's discretion be
extended by notice to the Trustee and the Master Servicer for successive terms
of three (3) calendar months each, until the termination of the Trust Fund. The
Master Servicer will, upon the receipt of each such notice of extension (a
"Master Servicer Extension Notice") become bound for the duration of the term
covered by such Master Servicer Extension Notice to continue as Master Servicer
subject to and in accordance with this Agreement. If, as of the fifteenth (15th)
day prior to the last day of any term as the Master Servicer, the Trustee shall
not have received any Master Servicer Extension Notice from the Certificate
Insurer, the Trustee shall, within five (5) days thereafter, give written notice
of such nonreceipt to the Certificate Insurer and the Master Servicer. If any
such term expires without a Master Servicer Extension Notice then the Trustee
shall act as Master Servicer as provided in Section 7.02.
(e) No provision of this Section 7.05 shall have the effect of limiting
the rights of the Depositor, the Trustee, the Certificateholders or the
Certificate Insurer under Section 7.01.
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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
Certificate Insurer and the Certificateholders of any such documents which do
not materially conform to the requirements of this Agreement in the event that
the Trustee, after so requesting, does not receive satisfactorily corrected
documents. The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by the
Trustee pursuant to Sections 4.03, 7.03, and 10.01. The Trustee shall furnish in
a timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement and the Trustee shall furnish in a timely
fashion to the Certificate Insurer such information in its possession as the
Certificate Insurer may reasonably request from time to time for the Certificate
Insurer to protect its interests and to fulfill its duties under the Certificate
Guaranty Insurance Policy. The Trustee covenants and agrees that it shall
perform its obligations hereunder in a manner so as to maintain the status of
each of each of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the
REMIC Provisions and to prevent the imposition of any federal, state or local
income, prohibited transaction (except as provided in Section 2.04 herein),
contribution or other tax on the Trust Fund to the extent that maintaining such
status and avoiding such taxes are reasonably within the control of the Trustee
and are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to
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the Trustee by the Depositor or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Certificate Insurer or 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 Certificate Insurer, 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
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other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders or the
Certificate Insurer, pursuant to the provisions of this Agreement,
unless such Certificateholders or the Certificate Insurer shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby
and the Certificate Insurer has given its consent; 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
Certificate Insurer or the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not less
than 50% with the written consent of the Certificate Insurer; 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 or the Certificate Insurer
requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to be
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filed on behalf of the Trust Fund. The Trustee shall sign on behalf of
the Trust Fund and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer that the
Trustee is required to sign as determined by the Master Servicer
pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided
for in Section 2.04), the Trustee shall not accept any contribution of assets to
the Trust Fund unless it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) (i) cause any of
REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any Certificates are outstanding or (ii) cause the Trust Fund to be
subject to any federal tax as a result of such contribution (including the
imposition of any federal tax on "prohibited transactions" imposed under Section
860F(a) of the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
-----------------------------------------------------
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Depositor or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 8.04 Trustee May Own Certificates.
----------------------------
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in
139
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 the Certificate Insurer and
organized and doing business under the laws of such state or the United States
of America, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority. If such corporation or
national banking association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for purposes of this Section the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07.
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Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master
Servicer and the Certificate Insurer. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Certificate Insurer 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 Certificate Insurer may appoint a successor trustee and if
the Certificate Insurer fails to do so within 30 days, 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 Certificate Insurer or the Depositor with the consent of
the Certificate Insurer, 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 Certificate Insurer or the
Depositor with the consent of the Certificate Insurer 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 Certificate Insurer or
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 or
the Certificate Insurer, then the Depositor with the consent of the Certificate
Insurer, which consent shall not be unreasonably withheld, 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 without taking into account the Certificate Guaranty Insurance
Policy.
(c) During the continuance of a Certificate Insurer Default, 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 the Certificate Insurer
and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held by a Custodian, which shall become the
agent of any successor trustee hereunder), and the Depositor, the Master
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09 Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing
142
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.
Section 8.11 Appointment of Custodians.
-------------------------
The Trustee may, with the consent of the Master Servicer, the
Certificate Insurer 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
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Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section 11.01.
The Trustee shall notify the Certificateholders of the appointment of any
Custodian (other than the Custodian appointed as of the Closing Date) pursuant
to this Section 8.11.Section 15.24. Appointment of Office or Agency. The Trustee
will maintain an office or agency in the City of New York where Certificates may
be surrendered for registration of transfer or exchange. The Trustee initially
designates its offices located at 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
for the purpose of keeping the Certificate Register. The Trustee will maintain
an office at the address stated in Section 11.05(c) hereof where notices and
demands to or upon the Trustee in respect of this Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Group I Loans and
all property acquired in respect of any Group I Loan remaining in the
Trust Fund (other than the Certificate Guaranty Insurance Policy and the
Mortgage Insurance Policy) and the purchase by the Master Servicer of
all Group II Loans and all property acquired in respect of any Group II
Loan remaining in the Trust Fund (other than the Certificate Guaranty
Insurance Policy and the Mortgage Insurance Policy), in each case, at a
price equal to 100% of the unpaid principal balance of each Mortgage
Loan (or, if less than such unpaid principal balance, the fair market
value of the related underlying property of such Mortgage Loan with
respect to Mortgage Loans as to which title has been acquired if such
fair market value is less than such unpaid principal balance) (net of
any unreimbursed Advances attributable to principal) on the day of
repurchase, plus accrued interest thereon at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of any Modified Mortgage Loan),
plus the sum of the Certificate Insurer Premium Modified Rate and the
applicable Mortgage Insurance Premium Rate, if any, to, but not
including, the first day of the month in which such repurchase price is
distributed, including the payment of any amounts due to the Certificate
Insurer under the Insurance Agreement; provided, however, that in no
event shall the trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court
of St. Xxxxx, living on the date hereof; provided further, that, if the
amount due under any Certificate shall not have been reduced to zero
prior to the Maturity Date, the Master Servicer shall be required to
terminate this Agreement in accordance with this clause (ii); and
provided further, that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to
avoid disqualification of any of REMIC I, REMIC II, REMIC III or REMIC
IV as a REMIC.
The right of the Master Servicer or the Depositor to purchase all the
assets of the Trust Fund relating to the Group I Loans, pursuant to clause (ii)
above is conditioned upon the date of such
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purchase occurring on or after the Group I Optional Termination Date. The right
of the Master Servicer or the Company to purchase all the assets of the Trust
Fund relating to the Group II Loans, pursuant to clause (ii) above is
conditioned upon the date of such purchase occurring on or after the Group II
Optional Termination Date. If such right is exercised by the Master Servicer,
the Master Servicer shall be deemed to have been reimbursed for the full amount
of any unreimbursed Advances theretofore made by it with respect to the Mortgage
Loans being purchased. In addition, the Master Servicer shall provide to the
Trustee the certification required by Section 3.15 and the Trustee and any
Custodian shall, promptly following payment of the purchase price, release to
the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being
purchased. No purchase pursuant to clause (ii) of this Section 9.01(a) is
permitted if it would result in, or if the Certificate Insurer can show a
reasonable probability that it would result in, a draw on the Certificate
Guaranty Insurance Policy unless the Certificate Insurer consents in writing.
In addition to the foregoing, on any Distribution Date on or after the
Group I Optional Termination Date, the Master Servicer shall have the right, at
its option, to purchase the Class A-I Certificates in whole, but not in part, at
a price equal to the sum of the outstanding Certificate Principal Balance of
such Certificates plus the sum of one month's Accrued Certificate Interest
thereon, any previously unpaid Accrued Certificate Interest, and any unpaid
Prepayment Interest Shortfall previously allocated thereto, including the
payment of any amounts due to the Certificate Insurer under the Insurance
Agreement; provided, however, that no early termination of REMIC I will be
permitted if it would result in, or if the Certificate Insurer can show a
reasonable probability that it would result in, a draw under the Certificate
Guaranty Insurance Policy unless the Certificate Insurer consents to the
termination in writing. On any Distribution Date on or after the Group II
Optional Termination Date, the Master Servicer shall have the right, at its
option, to purchase the Class A-II Certificates in whole, but not in part, at a
price equal to the sum of the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate Interest thereon,
any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment
Interest Shortfall previously allocated thereto, including the payment of any
amounts due to the Certificate Insurer under the Insurance Agreement; provided,
however, that no early termination of REMIC II will be permitted if it would
result in, or if the Certificate Insurer can show a reasonable probability that
it would result in, a draw under the Certificate Guaranty Insurance Policy
unless the Certificate Insurer consents to the termination in writing. If the
Master Servicer exercises this right to purchase the outstanding Class A-I
Certificates or Class A-II Certificates, the Master Servicer will promptly
terminate the respective obligations and responsibilities created hereby in
respect of these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee and the Certificate
Insurer not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
of its right to purchase the assets of the Trust Fund or otherwise). Notice of
any termination, specifying the anticipated Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Fund), or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
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(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, or, in the case of the
purchase of the outstanding Certificates, the Purchase Price, in either
case, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as required above, it shall give such notice to the Certificate Registrar at the
time such notice is given to Certificateholders. In the event such notice is
given by the Master Servicer, the Master Servicer shall deposit in the
Certificate Account before the Final Distribution Date in immediately available
funds an amount equal to the purchase price for the assets of the Trust Fund
computed as above provided. As a result of the exercise by the Master Servicer
of its right to purchase the outstanding Certificates, the Master Servicer shall
deposit in an Eligible Account, established by the Master Servicer on behalf of
the Trustee and separate from the Certificate Account, in the name of the
Trustee in trust for the registered holders of the Certificates, before the
Distribution Date on which such purchase is to occur, in immediately available
funds, an amount equal to the purchase price for the Certificates computed as
provided above, and provide notice of such Deposit to the Trustee and the
Certificate Insurer. The Trustee shall withdraw from such account the amount
specified in subsection (c) below and distribute such amount to the
Certificateholders as specified in subsection (c) below. The Master Servicer
shall provide to the Trustee written notification of any change to the
anticipated Final Distribution Date as soon as practicable. If the Trust Fund is
not terminated on the anticipated Final Distribution Date, for any reason, the
Trustee shall promptly mail notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders and
the Certificate Insurer (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's election to
repurchase the assets of the Trust Fund or the outstanding Class A Certificates,
or (ii) if the Master Servicer elected to so repurchase the assets of the Trust
Fund or the outstanding Class A Certificates, an amount determined as follows:
(A) with respect to the Class A Certificates, the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the
related Interest Accrual Period and any previously unpaid Accrued Certificate
Interest, and (B) with respect to the Certificate Insurer, any amounts owed to
it pursuant to the Insurance Agreement.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
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give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase of the outstanding Certificates
is to be made, the Trustee shall on such date cause all funds in the Eligible
Account established by the Master Servicer deposited therein by the Master
Servicer pursuant to Section 9.01(b) to be withdrawn therefrom and deposited in
a separate escrow account for the benefit of such Certificateholders, and the
Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 9.01, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and shall have
no further obligation or liability therefor and the Master Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 9.01. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 9.01 occurs as provided above will
be deemed to have been purchased and the Holder as of such date will have no
rights with respect thereto except to receive the purchase price therefor minus
any costs and expenses associated with such escrow account and notices allocated
thereto. Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer shall
be for all purposes the Holder thereof as of such date.
Section 9.02 Additional Termination Requirements.
-----------------------------------
(a) Each of REMIC I, REMIC II, REMIC III and REMIC IV as the case may
be, shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee) to the effect that the failure of any of REMIC I, REMIC II, REMIC III
and REMIC IV, as the case may be, to comply with the requirements of this
Section 9.02 will not (i)
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result in the imposition on the Trust Fund of taxes on "prohibited
transactions," as described in Section 860F of the Code, or (ii) cause any of
REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for each of REMIC I, REMIC II, REMIC III and REMIC IV, and
specify the first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury regulations Section
1.860F-1. The Master Servicer also shall satisfy all of the requirements
of a qualified liquidation for each of REMIC I, REMIC II, REMIC III and
REMIC IV, under Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase
the assets of the Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash;
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, REMIC II, REMIC III and REMIC
IV at the expense of the Trust Fund in accordance with the terms and conditions
of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be made on Form 1066
or other appropriate federal tax or information return (including Form 8811) or
any appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
REMIC I. The REMIC II Regular Interests shall be designated as the "regular
interests" and the Class R-II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The REMIC IV Regular Interests shall be
designated as the "regular interests" and the Class R-IV Certificates shall be
designated as the sole class of "residual interests" in REMIC IV. The Class A-I,
Class A-II, Class SB-I and Class SB-II Certificates shall be designated as the
"regular interests" in REMIC IV. The Class A-II Certificates will also represent
the right to receive payments in respect of the Basis Risk Shortfall
Carry-Forward Amount, which will not be an entitlement from any REMIC but from
the reserve fund. The Class R-IV Certificates shall be designated the sole class
of "residual interests" in REMIC IV. The REMIC Administrator and the Trustee
shall not permit the creation of any "interests" (within the meaning of Section
860G of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II, REMIC III and REMIC IV within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate in each
REMIC representing a 0.01% Percentage Interest of the Class R Certificates in
each REMIC and shall be designated as the "tax matters person" with respect to
each of REMIC I, REMIC II, REMIC III and REMIC IV in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I, REMIC II, REMIC III and REMIC IV in relation to
any tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the REMIC Administrator shall be
entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless
such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation not to exceed $3,000 per year by any successor
Master Servicer hereunder for so acting as the REMIC Xxxxxxxxxxxxx.
000
(x) 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 right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I, REMIC II, REMIC
III or REMIC IV as a REMIC or (ii) result in the imposition of a tax upon any of
REMIC I, REMIC II, REMIC III or REMIC IV (including but not limited to the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code (except
as provided in Section 2.04) and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, in the absence of an Opinion
of Counsel or the indemnification referred to in this sentence, an "Adverse
REMIC Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the
Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the
Certificateholders and is not adverse to the interest of the Certificate
Insurer, 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
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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 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
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REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject any such REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I, REMIC II,
REMIC III or REMIC IV will receive a fee or other compensation for services nor
permit any of REMIC I, REMIC II, REMIC III or REMIC IV to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(k) Solely for 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 either of REMIC I, REMIC II, REMIC III or
REMIC IV as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions. The Trustee shall treat the Basis Risk Shortfall Reserve Fund
and Mortgage Insurance Premium Taxes Reserve Fund as outside reserve funds
within the meaning of Treasury Regulation 1.860G-2(h). The Basis Risk Shortfall
Reserve Fund shall be owned by the Class SB-II Certificateholders, and is not an
asset of the REMICs. The Trustee shall treat the rights of the Class A-II
Certificateholders to receive payments from the Basis Risk Shortfall Reserve
Fund as rights in an interest rate cap contract written by the Class SB-II
Certificateholders in favor of the Class A-II Certificateholders. Thus, each
Class A-II Certificate shall be treated as representing ownership of not only
REMIC IV regular interests, but also ownership of an interest in an interest
rate cap contract. For purposes of determining the issue price of the REMIC IV
regular interests, the Trustee shall assume that the interest rate cap contract
with respect to the Class A-II Certificates has a de minimis value.
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Certificate
Insurer, the Depositor, the REMIC Administrator and the Master Servicer for any
taxes and costs including, without
153
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Certificate Insurer, 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
Certificate Insurer, 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 Certificate Insurer, the
Depositor, the Master Servicer or the Trustee, as a result of a breach of the
REMIC Administrator's covenants set forth in this Article X with respect to
compliance with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns prepared by the
REMIC Administrator that contain errors or omissions; provided, however, that
such liability will not be imposed to the extent such breach is a result of an
error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Certificate Insurer, 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 Certificate Insurer, 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.
154
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, with the consent
of the Certificate Insurer and without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of REMIC I, REMIC II, REMIC III or REMIC IV as REMICs at
all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust Fund pursuant to the
Code that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax and (B)
such action will not adversely affect in any material respect the
interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date (without taking into account the
Certificate Guaranty Insurance Policy), 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
155
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under
Section 11.09(d).
(b) This Agreement or any Custodial Agreement may also be amended from
time to time with the consent of the Certificate Insurer by the Depositor, the
Master Servicer, the Trustee and the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the
Holders of Certificates of any Class in a manner other than as described
in clause (i) hereof without the consent of Holders of Certificates of
such Class evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment will not result in the imposition of a federal tax on the Trust
Fund or cause REMIC I, REMIC II, REMIC III or REMIC IV to fail to qualify as
REMICs at any time that any Certificate is outstanding. The Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities and this Agreement or otherwise;
provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond,
156
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, REMIC II, REMIC III or REMIC IV fail to
qualify as a REMIC at any time that any Certificate is outstanding. In the event
that the Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Depositor may
elect that the text of such amendment to this Agreement shall be substantially
in the form attached hereto as Exhibit K (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and that the
limited guaranty shall be executed in the form attached hereto as Exhibit L,
with such changes as the Depositor shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such forms
and that the Trustee's consent or approval to the use thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this
Agreement shall require the consent of the Limited Repurchase Right Holder as
third-party beneficiary.
Section 11.02 Recordation of Agreement; Counterparts.
--------------------------------------
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of the Certificate Insurer or 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.
157
(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 and the Certificate Insurer 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, and the Certificate Insurer
shall have given its written consent and the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates of any Class shall have any right in any manner whatever by virtue
of any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of such Certificates of such Class or any other Class,
or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
158
Section 11.05 Notices.
-------
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President (RASC), or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by the Depositor;
(b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000-0000, Attention: Bond Administration or such other address as
may be hereafter furnished to the Depositor and the Trustee by the Master
Servicer in writing; (c) in the case of the Trustee, 000 X. 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust Services/Structured Finance
Services, RASC 2002-KS4 or such other address as may hereafter be furnished to
the Depositor and the Master Servicer in writing by the Trustee; (d) in the case
of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention:
Mortgage Surveillance or such other address as may be hereafter furnished to the
Depositor, Trustee and Master Servicer by Standard & Poor's; (e) in the case of
Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS Monitoring
Department, or such other address as may be hereafter furnished to the
Depositor, the Trustee and the Master Servicer in writing by Moody's; (f) in the
case of the Certificate Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Consumer Asset-Backed Securities
Group or such other address as may be hereafter furnished to the Depositor, the
Trustee and the Master Servicer in writing by the Certificate Insurer, (g) in
the case of the Mortgage Insurance Policy Provider, Mortgage Guaranty Insurance
Corporation, 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000, Attention:
Consumer Asset- Backed Securities Group or such other address as may be
hereafter furnished to the Depositor, the Trustee and the Master Servicer in
writing by the Mortgage Insurance Policy Provider and (h) in the case of the
Mortgage Insurance Co-Trustee, X.X. Xxxxxx Trust Company, National Association,
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000 or such other address
as may be hereafter furnished to the Depositor, the Trustee, the Master Servicer
and the Mortgage Insurance Policy Provider in writing by the Mortgage Insurance
Co-Trustee. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Section 11.06 Notices to Rating Agencies and the Certificate Insurer.
------------------------------------------------------
The Depositor, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency, the Certificate Insurer and each Subservicer at such
time as it is otherwise required pursuant to this Agreement to give notice of
the occurrence of, any of the events described in clause (a), (b), (c), (d),
(g), (h), (i) or (j) below or provide a copy to each Rating Agency and the
Certificate Insurer 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,
159
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under 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, the Certificate Insurer and the
Subservicer of any such event known to the Master Servicer. In addition to the
above delivery requirements, the Depositor, the Master Servicer or the Trustee,
as applicable, shall provide a copy to the Certificate Insurer, at such time as
it otherwise is required to deliver pursuant to this Agreement, of any other
written confirmation, written notice or legal opinion.
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 or the
Certificate Insurer.
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
160
Article. The instrument adopting such Supplemental Article shall be executed by
153 the Depositor, the Master Servicer and the Trustee; provided, that neither
the Master Servicer nor the Trustee shall withhold their consent thereto if
their respective interests would not be materially adversely affected thereby.
To the extent that the terms of the Supplemental Article do not in any way
affect any provisions of this Agreement as to any of the Certificates initially
issued hereunder, the adoption of the Supplemental Article shall not constitute
an "amendment" of this Agreement. Each Supplemental Article shall set forth all
necessary provisions relating to the holding of the Resecuritized Certificates
by the Trustee, the establishment of the Restructuring Vehicle, the issuing of
various classes of new certificates by the Restructuring Vehicle and the
distributions to be made thereon, and any other provisions necessary to the
purposes thereof. In connection with each Supplemental Article, the Depositor
shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the
Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other
entity not subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status of any of
REMIC I, REMIC II, REMIC III or REMIC IV as a REMIC or result in the imposition
of a tax upon the Trust Fund (including but not limited to the tax on prohibited
transaction as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC as set forth in Section 860G(d) of the Code.
Section 11.09 Rights of the Certificate Insurer.
---------------------------------
(a) The Certificate Insurer is an express third-party beneficiary of this
Agreement.
(b) The Trustee shall provide to the Certificate Insurer copies of any
report, notice, Opinion of Counsel, Officers' Certificate, request for consent
or request for amendment to any document related hereto promptly upon the
Trustee's production or receipt thereof.
(c) Unless a Certificate Insurer Default exists, the Trustee and the
Depositor shall not agree to any amendment to this Agreement without first
having obtained the prior written consent of the Certificate Insurer, which
consent shall not be unreasonably withheld.
(d) So long as there does not exist a failure by the Certificate Insurer
to make a required payment under the Certificate Guaranty Insurance Policy, the
Certificate Insurer shall have the right to exercise all rights of the Holders
of the Class A Certificates under this Agreement without any consent of such
Holders, and such Holders may exercise such rights only with the prior written
consent of the Certificate Insurer, except as provided herein.
(e) The Certificate Insurer shall not be entitled to exercise any of its
rights hereunder so long as there exists a failure by the Certificate Insurer to
make a required payment under the Certificate Guaranty Insurance Policy.
Section 11.10 Third-Party Beneficiary.
The Limited Repurchase Right Holder is an express third-party
beneficiary of Section 4.08 of this Agreement, and shall have the right to
enforce the related provisions of Section 4.08 of this Agreement as if it were a
party hereto.
161
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL ASSET SECURITIES
CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxx Xxxxxxxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Director Title: Director
JPMORGAN CHASE BANK
[Seal] as Trustee
Attest: By:
---------------------------------------
Name: Name: Xxxx XxXxxxxxx
Title: Title: Assistant Vice President
162
Solely with respect to Section 3.21, as Mortgage Insurance Co-Trustee:
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION
By:
-------------------------------------------
Name:
Title:
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 2nd day of July 2002 before me, a notary public in and for
said State, personally appeared Xxxx Xxxxxxxx, known to me to be a Vice
President of Residential Asset Securities Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 2nd day of July, 2002 before me, a notary public in and
for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
165
STATE OF )
) ss.:
COUNTY OF )
On the 2nd day of July, 2002 before me, a notary public in and
for said State, personally appeared Xxxx XxXxxxxxx, known to me to be a
Assistant Vice President of JPMorgan Chase Bank, a New York banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
166
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.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT
OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
A-1
Class [A-_] Senior Certificate No. _
[Adjustable] [____]% Pass-Through Rate
Date of Pooling and Servicing
Agreement and Cut-off Date:
June 1, 2002
First Distribution Date: Aggregate Initial [Notional] [Certificate
July 25, 2002 Principal Balance] of the Class [A-_]
Certificates: $___________
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial [Notional] [Certificate Principal
_________________ Balance] of this Class [A-_] Certificate:
$-----------
Maturity Date:
_____________ CUSIP: ___________
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-KS4
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 adjustable
interest rate, first lien mortgage loans on one-to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Securities Corporation, the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that __________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
adjustable interest rate, first lien mortgage loans on one-to four- family
residential properties (the "Mortgage Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement') among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which
A-2
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 Business Day, immediately preceding 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 [A-_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of, this Certificate at the office or agency
appointed by the Trustee for that purpose in the City and State of New York. The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
This Certificate is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Mortgage Guaranty
Insurance Corporation (the "Policy").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans and the Policy, 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 and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
A-3
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and there upon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and
A-4
(ii) the purchase by the Master Servicer or the Depositor from the Trust Fund of
all remaining Mortgage Loans and all property acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the related Certificates.
The Agreement permits, but does not require, the Master Servicer (i) to
purchase, at a price determined as provided in the Agreement, all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
to purchase in whole, but not in part, all of the Class A Certificates from the
Holders thereof, provided, that any such option may only be exercised if the
Stated Principal Balance before giving effect to the distributions to be made on
such Distribution Date of the related Loan Group, as of the Distribution Date
upon which the proceeds of any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the related Loan Group, as
applicable.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
-----------------------------------
Authorized Signatory
Dated: July __, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
--------------------------------------------------------------------------------
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
----------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available 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 [SB-_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE [CLASS
[A-_] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON ACTING,
DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON ACQUIRING SUCH
CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF THE DEPARTMENT
OF LABOR REGULATION PROMULGATED AT 29 C.F.R. SS.2510.3-101( "PLAN ASSETS")
UNLESS EITHER (I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER ARE
PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE
DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF. THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A
CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT IN THE FORM OF
EXHIBIT P TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.
B-1
Class [SB-_] Subordinate Certificate No. _
Date of Pooling and Servicing Percentage Interest: 100.00%
and Cut-off Date:
June 1, 2002
First Distribution Date: Aggregate Initial Certificate Principal
July 25, 2002 Balance of the Class [SB-_]
Certificates: $_____
Master Servicer:
Residential Funding Corporation
Final Scheduled Distribution Date: Initial Certificate Principal Balance
________ of this Class [SB-_] Certificate:
$-----
Maturity Date:
-----------
CUSIP: ___________
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-KS4
evidencing a percentage interest in the distributions
allocable to the Class [SB-_] Certificates with respect to a
Trust Fund consisting primarily of a pool of adjustable
interest rate, first lien mortgage loans on one-to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Securities Corporation, the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that __________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
adjustable interest rate, first junior lien mortgage loans on one-to four-family
residential properties (the "Mortgage Loans"), sold by Residential Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement
B-2
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and JPMorgan Chase Bank, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof, assents and by which such Holder is bound.
Pursuant to the Terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class [SB-_]
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Notional
Amount of this Class [SB-_] Certificate as of any date of determination will be
calculated as described in the Agreement. This Class [SB-_] Certificate will
accrue interest at the Pass-Through Rate on the Notional Amount as indicated in
the definition of Accrued Certificate Interest in the Agreement. This Class
[SB-_] Certificate will not accrue interest on its Certificate Principal
Balance. 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.
No transfer of this Class [SB-_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on
B-3
behalf of the Trustee against any liability that may result if the transfer is
not so exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit P to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Insurer and the Holders
of Certificates evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the Insurer. 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
B-4
of the Certificates and, in certain additional circumstances, without the
consent of the. Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the
Class SB Certificates from the Holders thereof, provided, that any such option
may only be exercised if the Stated Principal Balance before giving effect to
the distributions to be made on such Distribution Date of the related Loan
Group, as of the Distribution Date upon which the proceeds of any such purchase
are distributed is less than ten percent of the Cut-off Date Principal Balance
of the related Loan Group, as applicable.
B-5
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.
B-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
------------------------------------
Authorized Signatory
Dated: July__, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class [SB-_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: ______________________________
Authorized Signatory
B-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
--------------------------------------------------------------------------------
Dated:_____________________ __________________________________
Signature by or on behalf of assignor
----------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds
to______________________________________________________________________________
for the account of
_______________________________________________________________ account
number_________________________________________________________________ or, if
mailed by check, to__________________________________________________________
Applicable statements should be mailed
to:______________________________________.
This information is provided by ___________________________________,
the assignee named above, or ______________________________, as its agent.
B-8
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF CLASS [R-_] CERTIFICATE
THE CLASS [R-_] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS [R-_] CERTIFICATE IS SUBORDINATE TO THE [CLASS [A-_] AND
CLASS SB CERTIFICATES, TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
DEPOSITOR AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR
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
D-2
SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION
(OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS. EXEMPT
FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
D-3
Class [R-_] Certificate No. 1
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
June 1, 2002
Master Servicer:
Residential Funding Corporation
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2002-KS4
evidencing a percentage interest in the distributions
allocable to the Class [R-_] Certificates with respect to a
Trust Fund consisting primarily of a pool of adjustable
interest rate, first lien mortgage loans on one-to four-family
residential properties sold by RESIDENTIAL ASSET SECURITIES
CORPORATION
This Certificate is payable solely from the assets of the Trust Fund
and does not represent an obligation of or interest in Residential Asset
Securities Corporation , the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Securities Corporation, the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in certain
distributions with respect to the Trust Fund consisting primarily of a pool of
adjustable rate, first lien mortgage loans on one-to four- family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement) among the Depositor, the Master Servicer and JPMorgan Chase
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last 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 Xxxxxx
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in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and, the amount of interest and principal, if any, required to be
distributed to Holders of Class [R-_] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (ii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class [R-_] Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Trustee and the Master Servicer are provided with an
Opinion of Counsel which establishes to the satisfaction of the Depositor, the
Trustee and the Master Servicer that the purchase of this Certificate is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to any
obligation or liability (including obligations, or
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liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Agreement, which Opinion of Counsel shall not be an expense of
the Depositor, the Master Servicer, the Trustee or the Trust Fund. In lieu of
such Opinion of Counsel, a Plan, any Person acting directly or indirectly, on
behalf of any such Plan or any Person acquiring this Certificate with Plan
Assets of a Plan may provide a certification in the form of paragraph fourteen
of Exhibit H-1 to the Agreement, which the Trustee may rely upon without further
inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Home Equity Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. 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.
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The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer (i) to purchase, at a price determined as provided
in the Agreement, all remaining Mortgage Loans and all property acquired in
respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all
of the Class A Certificates from the Holders thereof, provided, that any such
option may only be exercised if the Stated Principal Balance before giving
effect to the distributions to be made on such Distribution Date of the related
Loan Group, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Principal
Balance of the related Loan Group, as applicable.
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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
JPMORGAN CHASE BANK,
as Trustee
By:
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Authorized Signatory
Dated: July __, 2002
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-_] Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK,
as Certificate Registrar
By: _____________________________
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
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Dated:_____________________ __________________________________
Signature by or on behalf of assignor
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Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds
to______________________________________________________________________________
for the account of
_______________________________________________________________ account
number_________________________________________________________________ or, if
mailed by check, to__________________________________________________________
Applicable statements should be mailed
to:______________________________________.
This information is provided by ___________________________________,
the assignee named above, or ______________________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of June 1, 2002, by and among JPMORGAN
CHASE BANK, as trustee (including its successors under the Pooling Agreement
defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION, as
company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as custodian
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T:
WHEREAS, the Company, the Master Servicer, and the Trustee
have entered into a Pooling and Servicing Agreement, dated as of June 1, 2002,
relating to the issuance of Residential Asset Securities Corporation, Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2002-KS4 (as in
effect on the date of this Agreement, the "Original Pooling Agreement," and as
amended and supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
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Section 2.1 Custodian to Act as Agent: Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2 Recordation of Assignments. If any Mortgage File
includes one or more assignments of the related Mortgage Loans to the Trustee
that have not been recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose of recording it in the appropriate
public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment and, upon receipt thereof from
such public office, shall return each such assignment to the Custodian.
Section 2.3 Review of Mortgage Files.
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(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule"). The parties
hereto acknowledge that certain documents referred to in Subsection 2.01(b)(i)
of the Pooling Agreement may be missing on or prior to the Closing Date and such
missing documents shall be listed on Schedule A to Exhibit One.
(b) Within 90 days after the closing date, the Custodian
agrees, for the benefit of Certificateholders, to review in accordance with the
provisions of Section 2.02 of the Pooling Agreement each Mortgage File and to
deliver to the Trustee an Interim Certification in the form annexed hereto as
Exhibit Two to the effect that all documents required to be delivered pursuant
to Section 2.01 (b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification. For purposes of such review, the Custodian shall compare
the following information in each Mortgage File to the corresponding information
in the Mortgage Loan Schedule: (i) the loan number, (ii) the borrower name and
(iii) the original principal balance. In the event that any Mortgage Note or
Assignment of Mortgage has been delivered to the Custodian by the Company in
blank, the Custodian, upon the direction of the Company, shall cause each such
Mortgage Note to be endorsed to the Trustee and each such Assignment of Mortgage
to be completed in the name of the Trustee prior to the date on which such
Interim Certification is delivered to the Trustee. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of the
Certificateholders, to review each document, and upon the written request of the
Trustee to deliver to the Trustee an updated Schedule A to the Interim
Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face, or that the MIN is accurate.
If in performing the review required by this Section 2.3 the Custodian finds any
document or documents constituting a part of a Mortgage File to be missing or
defective in respect of the items reviewed as described in this Section 2.3(b),
the Custodian shall promptly so notify the Company, the Master Servicer and the
Trustee.
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(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the Company
or the Master Servicer, the Custodian shall as soon as practicable supply the
Trustee with a list of all of the documents relating to the Mortgage Loans
required to be delivered pursuant to Section 2.01 (b) of the Pooling Agreement
not then contained in the Mortgage Files.
Section 2.4 Notification of Breaches of Representations and
Warranties. If the Custodian discovers, in the course of performing its
custodial functions, a breach of a representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
Section 2.5 Custodian to Cooperate: Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to Article II
of the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt
by the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer shall immediately
notify the Custodian by delivering to the Custodian a Request for Release (in
the form of Exhibit Four attached hereto or a mutually acceptable electronic
form) and shall request delivery to it of the Mortgage File. The Custodian
agrees, upon receipt of such Request for Release, promptly to release to the
Master Servicer the related Mortgage File. Upon receipt of a Request for Release
from the Master Servicer, signed by a Servicing Officer, that (i) the Master
Servicer or a Subservicer, as the case may be, has made a deposit into the
Certificate Account in payment for the purchase of the related Mortgage Loan in
an amount equal to the Purchase Price for such Mortgage Loan or (ii) the Company
has chosen to substitute a Qualified Substitute Mortgage Loan for such Mortgage
Loan, the Custodian shall release to the Master Servicer the related Mortgage
File. Upon written notification of a substitution, the Master Servicer shall
deliver to the Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan, upon receiving written notification from the Master
Servicer of such substitution.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a
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Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Immediately upon receipt of any Mortgage File returned to the
Custodian by the Master Servicer, the Custodian shall deliver a signed
acknowledgment to the Master Servicer, confirming receipt of such Mortgage File.
Upon the request of the Master Servicer, the Custodian will
send to the Master Servicer copies of any documents contained in the Mortgage
File.
Section 2.6 Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1 Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
applicable provisions of Article II of this Agreement, no Mortgage Note,
Mortgage or other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer or otherwise
released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
Section 3.2 Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
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foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3 Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4 Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5 Custodian May Resign: Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt notice
thereof to the Company, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Custodian and one copy to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such
event, the Trustee shall appoint, or petition a court of competent jurisdiction
to appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
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Section 3.6 Merger or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7 Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1 Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2 Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4 Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
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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: JPMORGAN CHASE BANK
as Trustee
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:__________________________
Attention: Residential Asset Securities Name:
Corporation, Series 2002-KS4 Title:
Address: RESIDENTIAL ASSET SECURITIES
CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxx Xxxxxxxx
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxxx Xxx Xxx
Title: Director
Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
Mortgage Document Custody
One Meridian Crossings - 3rd Floor
Xxxxxxxxx, Xxxxxxxxx 00000
By:__________________________
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
STATE OF )
)ss.:
COUNTY OF )
On the 2nd day of July, 2002, before me, a notary public in
and for said State, personally appeared ___________________, known to me to be a
______________ of JPMorgan Chase Bank, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
--------------------
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 2nd day of July, 2002, before me, a notary public in
and for said State, personally appeared Xxxx Xxxxxxxx, known to me to be a Vice
President of Residential Asset Securities Corporation., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
-----------------
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 2nd day of July, 2002, before me, a notary public in
and for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written. .
----------------
Notary Public
[Notarial Seal]
STATE OF _________ )
) ss.:
COUNTY OF ________ )
On the 2nd day of July, 2002, before me, a notary public in
and for said State, personally appeared Xxxx X. Xxxxxx, known to me to be an
Assistant Vice President of Xxxxx Fargo Bank Minnesota, National Association,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said national banking
association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------
Notary Public
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
July __, 20__
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation Series 2002-KS4
Re: Custodial Agreement, dated as of June 1, 2002, by and among
JPMorgan Chase Bank, Residential Asset Securities Corporation,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Home Equity Mortgage
Asset-Backed Pass-Through Certificates Series 2002-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
July __, 20__
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation., Series 2002-KS4
Re: Custodial Agreement, dated as of June 1, 2002, by and among
JPMorgan Chase Bank, Residential Asset Securities Corporation,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Home Equity Mortgage
Asset-Backed Pass-Through Certificates Series 2002-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
July __, 20__
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Residential Asset Securities Corporation, Series 2002-KS4
Re: Custodial Agreement, dated as of June 1, 2002, by and among
JPMorgan Chase Bank, Residential Asset Securities Corporation,
Residential Funding Corporation and Xxxxx Fargo Bank Minnesota,
National Association, relating to Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-KS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents referred to in
Section 2.01(b) of the Pooling Agreement have been executed and received and
that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:_______________________________
Name:_____________________________
Title:____________________________
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
------------------------------ Residential Funding Corporation Authorized
Signature **************************************************************** TO
CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
---------------------------
Name
---------------------------
Title
---------------------------
Date
EXHIBIT F-1
GROUP I LOAN SCHEDULE
RUN ON : 06/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.23.28 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RASC 2002-KS4 FIXED CUTOFF : 06/01/02
POOL : 0004603
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
---------------------------------------------------------------------------
3165040 .5000
143,454.64 .0800
6.7500 .0000
6.2500 .1100
5.2500 .0000
5.2500 .0000
4710144 .5000
90,190.94 .0800
9.5000 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
4712263 .5000
18,103.52 .0800
13.9900 .0000
13.4900 .1100
13.3000 .0000
13.3000 .0000
4813642 .2500
75,563.72 .0800
10.2500 .0000
10.0000 .1100
9.0000 .0000
9.0000 .0000
5064267 .5000
32,143.25 .0800
11.2500 .0000
10.7500 .1100
9.7500 .0000
9.7500 .0000
5084218 .5000
47,449.53 .0800
13.2500 .0000
12.7500 .1100
12.5600 .0000
12.5600 .0000
1
5105341 .5000
109,014.16 .0800
9.7500 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
5226105 .5000
10,139.92 .0800
13.9900 .0000
13.4900 .1100
13.3000 .0000
13.3000 .0000
5475628 .5000
20,437.88 .0800
11.9900 .0000
11.4900 .1100
11.3000 .0000
11.3000 .0000
5475632 .5000
11,868.07 .0800
11.9900 .0000
11.4900 .1100
11.3000 .0000
11.3000 .0000
5475637 .5000
21,242.78 .0800
11.9900 .0000
11.4900 .1100
11.3000 .0000
11.3000 .0000
5475659 .5000
9,713.57 .0800
9.0000 .0000
8.5000 .1100
8.3100 .0000
8.3100 .0000
5477671 .2500
45,107.54 .0800
10.4900 .0000
10.2400 .1100
10.0500 .0000
10.0500 .0000
5532056 .5000
51,817.36 .0800
10.7500 .0000
10.2500 .1100
10.0600 .0000
10.0600 .0000
1
5724841 .5000
43,898.49 .0800
12.1250 .0000
11.6250 .1100
11.4350 .0000
11.4350 .0000
5724883 .5000
31,550.79 .0800
9.5000 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
5732596 .5000
12,240.74 .0800
11.9900 .0000
11.4900 .1100
11.3000 .0000
11.3000 .0000
5732674 .5000
15,965.51 .0800
12.9900 .0000
12.4900 .1100
12.3000 .0000
12.3000 .0000
5732692 .5000
10,701.64 .0800
11.9900 .0000
11.4900 .1100
11.3000 .0000
11.3000 .0000
5732720 .5000
9,943.52 .0800
9.0000 .0000
8.5000 .1100
8.3100 .0000
8.3100 .0000
5732735 .5000
13,248.03 .0800
13.9900 .0000
13.4900 .1100
13.3000 .0000
13.3000 .0000
5748032 .2500
78,500.26 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
1
5886204 .5000
76,604.59 .0800
9.0000 .0000
8.5000 .1100
8.3100 .0000
8.3100 .0000
5987922 .5000
90,354.31 .0800
8.5000 .0000
8.0000 .1100
7.8100 .0000
7.8100 .0000
5991084 .2500
50,177.05 .0800
9.6250 .0000
9.3750 .1100
9.1850 .0000
9.1850 .0000
5997516 .2500
22,847.12 .0800
10.5000 .0000
10.2500 .1100
9.2500 .0000
9.2500 .0000
6112772 .5000
47,851.61 .0800
8.5000 .0000
8.0000 .1100
7.0000 .0000
7.0000 .0000
6268006 .5000
25,461.22 .0800
13.9900 .0000
13.4900 .1100
13.3000 .0000
13.3000 .0000
6268388 .5000
92,446.53 .0800
9.1250 .0000
8.6250 .1100
8.4350 .0000
8.4350 .0000
6268424 .5000
35,891.08 .0800
10.8750 .0000
10.3750 .1100
10.1850 .0000
10.1850 .0000
1
6283692 .5000
43,752.71 .0800
11.0000 .0000
10.5000 .1100
10.3100 .0000
10.3100 .0000
6438820 .2500
119,211.72 .0800
9.2500 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
6440898 .5000
148,476.32 .0800
9.8750 .0000
9.3750 .1100
8.3750 .0000
8.3750 .0000
6471924 .5000
99,714.35 .0800
9.7500 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
6498322 .2500
59,783.63 .0800
8.6250 .0000
8.3750 .1100
7.3750 .0000
7.3750 .0000
6503738 .2500
149,531.61 .0800
8.8750 .0000
8.6250 .1100
8.4350 .0000
8.4350 .0000
6544650 .2500
33,221.01 .0800
10.6250 .0000
10.3750 .1100
9.3750 .0000
9.3750 .0000
6560854 .2500
131,627.66 .0800
9.8100 .0000
9.5600 .1100
8.5600 .0000
8.5600 .0000
1
6568824 .5000
79,752.82 .0800
9.3750 .0000
8.8750 .1100
7.8750 .0000
7.8750 .0000
6586862 .5000
75,788.56 .0800
9.8750 .0000
9.3750 .1100
8.3750 .0000
8.3750 .0000
6631330 .2500
57,503.44 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
6683452 .5000
179,561.32 .0800
10.5000 .0000
10.0000 .1100
9.8100 .0000
9.8100 .0000
6686042 .5000
67,691.98 .0800
9.8750 .0000
9.3750 .1100
8.3750 .0000
8.3750 .0000
6690368 .5000
78,733.38 .0800
8.2500 .0000
7.7500 .1100
6.7500 .0000
6.7500 .0000
6707188 .2500
275,116.57 .0800
8.1250 .0000
7.8750 .1100
7.6850 .0000
7.6850 .0000
6742014 .2500
86,076.88 .0800
9.7500 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
1
6759262 .2500
72,985.42 .0800
9.2500 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
6760580 .2500
69,185.74 .0800
8.0000 .0000
7.7500 .1100
7.5600 .0000
7.5600 .0000
6776840 .5000
120,323.48 .0800
9.5000 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
6813382 .2500
68,570.25 .0800
9.0000 .0000
8.7500 .1100
7.7500 .0000
7.7500 .0000
6862368 .5000
9,924.92 .0800
13.9900 .0000
13.4900 .1100
13.3000 .0000
13.3000 .0000
6868936 .5000
10,932.05 .0800
12.9900 .0000
12.4900 .1100
12.3000 .0000
12.3000 .0000
6873546 .2500
95,148.88 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
6879123 .2500
79,546.23 .0800
8.2500 .0000
8.0000 .1100
7.0000 .0000
7.0000 .0000
1
6888519 .2500
226,720.99 .0800
8.3750 .0000
8.1250 .1100
7.1250 .0000
7.1250 .0000
6888523 .5000
53,551.10 .0800
9.8750 .0000
9.3750 .1100
8.3750 .0000
8.3750 .0000
6888535 .5000
31,850.73 .0800
10.5000 .0000
10.0000 .1100
9.0000 .0000
9.0000 .0000
6888537 .2500
65,526.19 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
6888551 .2500
62,937.77 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
6888573 .5000
91,899.12 .0800
9.0000 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
6888575 .5000
30,151.86 .0800
10.0000 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
6888583 .5000
55,227.98 .0800
9.8750 .0000
9.3750 .1100
9.1850 .0000
9.1850 .0000
1
6888587 .5000
44,975.53 .0800
12.2500 .0000
11.7500 .1100
10.7500 .0000
10.7500 .0000
6888607 .2500
70,130.67 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
6888635 .5000
68,546.70 .0800
10.6250 .0000
10.1250 .1100
9.1250 .0000
9.1250 .0000
6888643 .2500
99,457.47 .0800
8.7500 .0000
8.5000 .1100
8.3100 .0000
8.3100 .0000
6888665 .2500
48,941.93 .0800
8.6250 .0000
8.3750 .1100
8.1850 .0000
8.1850 .0000
6888667 .2500
68,422.91 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
6888685 .2500
38,206.96 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
6888689 .2500
52,153.63 .0800
10.0000 .0000
9.7500 .1100
8.7500 .0000
8.7500 .0000
1
6888697 .5000
39,960.50 .0800
9.5000 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
6888705 .5000
19,920.48 .0800
12.1250 .0000
11.6250 .1100
11.4350 .0000
11.4350 .0000
6888739 .5000
56,210.78 .0800
11.1250 .0000
10.6250 .1100
10.4350 .0000
10.4350 .0000
6888747 .2500
100,636.49 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
6888757 .2500
86,302.76 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
6888759 .2500
106,119.68 .0800
10.7500 .0000
10.5000 .1100
9.5000 .0000
9.5000 .0000
6888765 .2500
184,438.54 .0800
9.0000 .0000
8.7500 .1100
7.7500 .0000
7.7500 .0000
6889001 .2500
136,063.03 .0800
8.7500 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
1
6889693 .2500
59,305.41 .0800
8.0980 .0000
7.8480 .1100
7.6580 .0000
7.6580 .0000
6889695 .2500
94,119.25 .0800
8.5070 .0000
8.2570 .1100
8.0670 .0000
8.0670 .0000
6889697 .2500
216,347.76 .0800
8.4330 .0000
8.1830 .1100
7.1830 .0000
7.1830 .0000
6889701 .5000
59,389.49 .0800
10.3610 .0000
9.8610 .1100
9.6710 .0000
9.6710 .0000
6889703 .5000
44,837.61 .0800
10.5000 .0000
10.0000 .1100
9.8100 .0000
9.8100 .0000
6889705 .2500
71,867.66 .0800
9.8800 .0000
9.6300 .1100
8.6300 .0000
8.6300 .0000
6889707 .5000
69,967.50 .0800
8.9210 .0000
8.4210 .1100
8.2310 .0000
8.2310 .0000
6889709 .2500
89,781.81 .0800
8.5500 .0000
8.3000 .1100
7.3000 .0000
7.3000 .0000
1
6889711 .5000
70,071.59 .0800
9.9040 .0000
9.4040 .1100
8.4040 .0000
8.4040 .0000
6889715 .5000
85,602.69 .0800
10.3000 .0000
9.8000 .1100
9.6100 .0000
9.6100 .0000
6889717 .5000
46,265.37 .0800
9.4580 .0000
8.9580 .1100
8.7680 .0000
8.7680 .0000
6889721 .2500
49,862.37 .0800
9.0250 .0000
8.7750 .1100
7.7750 .0000
7.7750 .0000
6889725 .2500
41,180.80 .0800
10.3110 .0000
10.0610 .1100
9.8710 .0000
9.8710 .0000
6889727 .2500
33,788.92 .0800
9.4360 .0000
9.1860 .1100
8.9960 .0000
8.9960 .0000
6889731 .2500
72,426.95 .0800
9.9660 .0000
9.7160 .1100
9.5260 .0000
9.5260 .0000
6889739 .2500
57,645.29 .0800
8.5470 .0000
8.2970 .1100
7.2970 .0000
7.2970 .0000
1
6889741 .2500
43,422.85 .0800
8.7780 .0000
8.5280 .1100
8.3380 .0000
8.3380 .0000
6889745 .2500
37,748.10 .0800
9.8800 .0000
9.6300 .1100
8.6300 .0000
8.6300 .0000
6889747 .2500
41,198.32 .0800
10.3110 .0000
10.0610 .1100
9.8710 .0000
9.8710 .0000
6889749 .2500
120,506.08 .0800
8.1830 .0000
7.9330 .1100
6.9330 .0000
6.9330 .0000
6889755 .5000
129,841.51 .0800
8.5000 .0000
8.0000 .1100
7.8100 .0000
7.8100 .0000
6889759 .5000
60,945.66 .0800
9.6710 .0000
9.1710 .1100
8.1710 .0000
8.1710 .0000
6889761 .2500
46,719.91 .0800
10.2170 .0000
9.9670 .1100
9.7770 .0000
9.7770 .0000
6889765 .5000
59,758.16 .0800
9.2770 .0000
8.7770 .1100
8.5870 .0000
8.5870 .0000
1
6889767 .2500
192,356.47 .0800
7.8080 .0000
7.5580 .1100
7.3680 .0000
7.3680 .0000
6889769 .2500
249,359.82 .0800
8.5830 .0000
8.3330 .1100
7.3330 .0000
7.3330 .0000
6889771 .5000
29,955.91 .0800
9.5580 .0000
9.0580 .1100
8.8680 .0000
8.8680 .0000
6889773 .5000
49,455.89 .0800
8.8000 .0000
8.3000 .1100
8.1100 .0000
8.1100 .0000
6889789 .5000
383,139.13 .0800
8.9300 .0000
8.4300 .1100
7.4300 .0000
7.4300 .0000
6889793 .5000
57,890.15 .0800
9.7390 .0000
9.2390 .1100
9.0490 .0000
9.0490 .0000
6889799 .5000
22,384.56 .0800
13.3500 .0000
12.8500 .1100
12.6600 .0000
12.6600 .0000
6889801 .5000
92,810.10 .0800
7.9630 .0000
7.4630 .1100
6.4630 .0000
6.4630 .0000
1
6889803 .5000
32,379.22 .0800
13.3500 .0000
12.8500 .1100
12.6600 .0000
12.6600 .0000
6889805 .5000
45,912.29 .0800
10.8190 .0000
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7.1500 .0000
1
8280952 .5000
87,864.88 .0800
7.3460 .0000
6.8460 .1100
6.6560 .0000
6.6560 .0000
8280960 .5000
86,355.59 .0800
10.1740 .0000
9.6740 .1100
8.6740 .0000
8.6740 .0000
8280978 .5000
42,803.78 .0800
10.6530 .0000
10.1530 .1100
9.9630 .0000
9.9630 .0000
8283718 .2500
63,904.81 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
8284436 .5000
18,376.58 .0800
12.9900 .0000
12.4900 .1100
12.3000 .0000
12.3000 .0000
8284734 .2500
145,213.94 .0800
8.2500 .0000
8.0000 .1100
7.0000 .0000
7.0000 .0000
8284736 .2500
52,937.19 .0800
8.6250 .0000
8.3750 .1100
7.3750 .0000
7.3750 .0000
8284754 .2500
71,898.03 .0800
7.7500 .0000
7.5000 .1100
6.5000 .0000
6.5000 .0000
1
8284770 .2500
99,887.47 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
8285128 .5000
54,901.24 .0800
9.9900 .0000
9.4900 .1100
9.3000 .0000
9.3000 .0000
8285590 .5000
28,643.94 .0800
9.9900 .0000
9.4900 .1100
9.3000 .0000
9.3000 .0000
8285700 .2500
49,243.81 .0800
10.7500 .0000
10.5000 .1100
10.3100 .0000
10.3100 .0000
8285712 .5000
37,709.78 .0800
9.5000 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
8285734 .5000
54,344.85 .0800
9.3750 .0000
8.8750 .1100
7.8750 .0000
7.8750 .0000
8285736 .5000
64,742.25 .0800
11.8750 .0000
11.3750 .1100
11.1850 .0000
11.1850 .0000
8285764 .2500
137,341.21 .0800
8.7500 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
1
8285790 .2500
221,569.15 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
8285792 .5000
107,898.81 .0800
9.7500 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
8285810 .2500
85,767.96 .0800
10.2500 .0000
10.0000 .1100
9.0000 .0000
9.0000 .0000
8285838 .5000
67,936.28 .0800
9.7500 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
8285856 .5000
50,214.01 .0800
11.0000 .0000
10.5000 .1100
10.3100 .0000
10.3100 .0000
8285858 .5000
49,557.10 .0800
10.1250 .0000
9.6250 .1100
8.6250 .0000
8.6250 .0000
8285860 .5000
39,960.50 .0800
9.5000 .0000
9.0000 .1100
8.8100 .0000
8.8100 .0000
8285862 .5000
48,952.87 .0800
9.6250 .0000
9.1250 .1100
8.1250 .0000
8.1250 .0000
1
8285882 .2500
74,904.03 .0800
8.2500 .0000
8.0000 .1100
7.0000 .0000
7.0000 .0000
8285888 .5000
49,734.75 .0800
9.0000 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
8285892 .2500
51,936.76 .0800
8.5000 .0000
8.2500 .1100
7.2500 .0000
7.2500 .0000
8285904 .5000
78,128.65 .0800
9.8750 .0000
9.3750 .1100
8.3750 .0000
8.3750 .0000
8285928 .2500
63,848.06 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
8285950 .2500
143,865.09 .0800
9.7500 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
8285956 .5000
34,972.82 .0800
10.6250 .0000
10.1250 .1100
9.9350 .0000
9.9350 .0000
8286002 .5000
75,598.68 .0800
11.2500 .0000
10.7500 .1100
10.5600 .0000
10.5600 .0000
1
8286012 .2500
62,854.11 .0800
10.0000 .0000
9.7500 .1100
8.7500 .0000
8.7500 .0000
8287054 .2500
64,746.87 .0800
10.3750 .0000
10.1250 .1100
9.1250 .0000
9.1250 .0000
8287520 .2500
34,968.91 .0800
10.0000 .0000
9.7500 .1100
9.5600 .0000
9.5600 .0000
8288624 .5000
66,027.89 .0800
8.1800 .0000
7.6800 .1100
6.6800 .0000
6.6800 .0000
8288642 .5000
42,637.04 .0800
12.8750 .0000
12.3750 .1100
12.1850 .0000
12.1850 .0000
8288854 .2500
52,188.80 .0800
10.6250 .0000
10.3750 .1100
9.3750 .0000
9.3750 .0000
8288920 .2500
146,562.56 .0800
9.7500 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
8289034 .2500
51,907.71 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
1
8289372 .5000
109,919.29 .0800
12.7500 .0000
12.2500 .1100
12.0600 .0000
12.0600 .0000
8289798 .5000
43,078.35 .0800
10.9900 .0000
10.4900 .1100
10.3000 .0000
10.3000 .0000
8290564 .2500
60,661.28 .0800
8.5000 .0000
8.2500 .1100
7.2500 .0000
7.2500 .0000
8291346 .5000
29,752.22 .0800
8.6250 .0000
8.1250 .1100
7.9350 .0000
7.9350 .0000
8292828 .5000
62,941.60 .0800
9.8000 .0000
9.3000 .1100
8.3000 .0000
8.3000 .0000
8293464 .5000
34,968.91 .0800
10.0000 .0000
9.5000 .1100
9.3100 .0000
9.3100 .0000
8293980 .2500
29,967.04 .0800
8.9900 .0000
8.7400 .1100
8.5500 .0000
8.5500 .0000
8294468 .5000
65,939.75 .0800
10.0000 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
1
8295246 .5000
79,598.89 .0800
9.6250 .0000
9.1250 .1100
8.9350 .0000
8.9350 .0000
8295492 .5000
101,482.74 .0800
9.5000 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
8295690 .2500
81,519.46 .0800
8.0000 .0000
7.7500 .1100
7.5600 .0000
7.5600 .0000
8296762 .2500
89,112.28 .0800
9.2400 .0000
8.9900 .1100
8.8000 .0000
8.8000 .0000
8297508 .2500
167,206.21 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
8297608 .2500
116,942.45 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
8298914 .2500
103,879.89 .0800
8.7500 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
8299128 .2500
77,427.38 .0800
9.7500 .0000
9.5000 .1100
9.3100 .0000
9.3100 .0000
1
8300126 .2500
41,527.75 .0800
10.0000 .0000
9.7500 .1100
8.7500 .0000
8.7500 .0000
8301360 .5000
34,863.71 .0800
10.2500 .0000
9.7500 .1100
9.5600 .0000
9.5600 .0000
8301364 .2500
35,644.89 .0800
10.7000 .0000
10.4500 .1100
9.4500 .0000
9.4500 .0000
8301366 .2500
97,254.62 .0800
10.3500 .0000
10.1000 .1100
9.1000 .0000
9.1000 .0000
8301368 .2500
73,339.02 .0800
9.0500 .0000
8.8000 .1100
7.8000 .0000
7.8000 .0000
8301370 .5000
106,932.97 .0800
10.6500 .0000
10.1500 .1100
9.1500 .0000
9.1500 .0000
8301374 .2500
51,852.94 .0800
9.8000 .0000
9.5500 .1100
9.3600 .0000
9.3600 .0000
8301380 .5000
62,825.15 .0800
10.5500 .0000
10.0500 .1100
9.0500 .0000
9.0500 .0000
1
8301386 .5000
64,502.45 .0800
10.8000 .0000
10.3000 .1100
9.3000 .0000
9.3000 .0000
8301402 .5000
53,430.37 .0800
9.1500 .0000
8.6500 .1100
8.4600 .0000
8.4600 .0000
8301416 .5000
116,199.71 .0800
9.1500 .0000
8.6500 .1100
8.4600 .0000
8.4600 .0000
8301418 .5000
78,005.81 .0800
9.8500 .0000
9.3500 .1100
8.3500 .0000
8.3500 .0000
8301420 .5000
33,544.36 .0800
10.5500 .0000
10.0500 .1100
9.8600 .0000
9.8600 .0000
8301424 .2500
80,378.98 .0800
9.4500 .0000
9.2000 .1100
8.2000 .0000
8.2000 .0000
8301430 .5000
42,234.72 .0800
10.7000 .0000
10.2000 .1100
10.0100 .0000
10.0100 .0000
8301432 .5000
57,912.52 .0800
11.3000 .0000
10.8000 .1100
9.8000 .0000
9.8000 .0000
1
8301434 .2500
100,605.50 .0800
9.6500 .0000
9.4000 .1100
8.4000 .0000
8.4000 .0000
8301442 .5000
44,146.83 .0800
10.5000 .0000
10.0000 .1100
9.8100 .0000
9.8100 .0000
8301452 .5000
103,361.18 .0800
9.9900 .0000
9.4900 .1100
9.3000 .0000
9.3000 .0000
8301454 .2500
110,237.18 .0800
9.7500 .0000
9.5000 .1100
8.5000 .0000
8.5000 .0000
8301460 .5000
97,916.86 .0800
9.9500 .0000
9.4500 .1100
9.2600 .0000
9.2600 .0000
8301462 .5000
59,717.18 .0800
10.0000 .0000
9.5000 .1100
9.3100 .0000
9.3100 .0000
8301464 .5000
109,658.56 .0800
10.2400 .0000
9.7400 .1100
8.7400 .0000
8.7400 .0000
8301474 .2500
35,837.66 .0800
10.1500 .0000
9.9000 .1100
8.9000 .0000
8.9000 .0000
1
8301480 .5000
82,674.22 .0800
9.4000 .0000
8.9000 .1100
8.7100 .0000
8.7100 .0000
8301484 .2500
92,554.68 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
8301486 .5000
31,940.16 .0800
9.8000 .0000
9.3000 .1100
9.1100 .0000
9.1100 .0000
8301488 .5000
64,509.38 .0800
9.8000 .0000
9.3000 .1100
8.3000 .0000
8.3000 .0000
8301494 .2500
82,234.04 .0800
9.3500 .0000
9.1000 .1100
8.9100 .0000
8.9100 .0000
8301496 .5000
38,020.00 .0800
11.8000 .0000
11.3000 .1100
11.1100 .0000
11.1100 .0000
8301502 .2500
50,016.74 .0800
9.9000 .0000
9.6500 .1100
8.6500 .0000
8.6500 .0000
8301504 .5000
30,923.93 .0800
10.4000 .0000
9.9000 .1100
9.7100 .0000
9.7100 .0000
1
8301506 .5000
103,985.34 .0800
9.9900 .0000
9.4900 .1100
9.3000 .0000
9.3000 .0000
8301508 .5000
74,876.16 .0800
9.0000 .0000
8.5000 .1100
7.5000 .0000
7.5000 .0000
8301524 .2500
94,608.50 .0800
8.7000 .0000
8.4500 .1100
7.4500 .0000
7.4500 .0000
8301530 .2500
58,841.06 .0800
11.3500 .0000
11.1000 .1100
10.9100 .0000
10.9100 .0000
8301538 .5000
44,849.25 .0800
9.9500 .0000
9.4500 .1100
9.2600 .0000
9.2600 .0000
8301540 .5000
84,869.52 .0800
9.3500 .0000
8.8500 .1100
7.8500 .0000
7.8500 .0000
8301542 .5000
29,968.63 .0800
11.1500 .0000
10.6500 .1100
9.6500 .0000
9.6500 .0000
8301548 .2500
70,823.39 .0800
9.4500 .0000
9.2000 .1100
8.2000 .0000
8.2000 .0000
1
8301552 .2500
160,584.88 .0800
7.9900 .0000
7.7400 .1100
6.7400 .0000
6.7400 .0000
8301556 .2500
233,433.83 .0800
9.9500 .0000
9.7000 .1100
8.7000 .0000
8.7000 .0000
8301558 .2500
50,931.60 .0800
9.9900 .0000
9.7400 .1100
9.5500 .0000
9.5500 .0000
8302834 .2500
255,696.63 .0800
8.6250 .0000
8.3750 .1100
7.3750 .0000
7.3750 .0000
8302998 .5000
45,870.52 .0800
11.5000 .0000
11.0000 .1100
10.8100 .0000
10.8100 .0000
8303608 .5000
29,880.82 .0800
12.1340 .0000
11.6340 .1100
11.4440 .0000
11.4440 .0000
8303610 .5000
80,649.02 .0800
11.5740 .0000
11.0740 .1100
10.8840 .0000
10.8840 .0000
8303612 .2500
65,527.03 .0800
8.2750 .0000
8.0250 .1100
7.0250 .0000
7.0250 .0000
1
8303628 .2500
108,838.03 .0800
7.5100 .0000
7.2600 .1100
7.0700 .0000
7.0700 .0000
8303632 .2500
377,157.16 .0800
8.1500 .0000
7.9000 .1100
6.9000 .0000
6.9000 .0000
8303634 .5000
115,874.89 .0800
9.0800 .0000
8.5800 .1100
7.5800 .0000
7.5800 .0000
8303636 .5000
37,279.16 .0800
12.1300 .0000
11.6300 .1100
10.6300 .0000
10.6300 .0000
8303640 .5000
108,894.52 .0800
9.8500 .0000
9.3500 .1100
8.3500 .0000
8.3500 .0000
8303644 .5000
137,600.27 .0800
10.9500 .0000
10.4500 .1100
10.2600 .0000
10.2600 .0000
8303648 .5000
140,293.81 .0800
10.7500 .0000
10.2500 .1100
10.0600 .0000
10.0600 .0000
8303652 .2500
42,468.54 .0800
10.8500 .0000
10.6000 .1100
10.4100 .0000
10.4100 .0000
1
8303660 .5000
155,359.76 .0800
9.9300 .0000
9.4300 .1100
8.4300 .0000
8.4300 .0000
8303672 .2500
61,953.61 .0800
10.8000 .0000
10.5500 .1100
9.5500 .0000
9.5500 .0000
8303674 .2500
61,953.61 .0800
10.8000 .0000
10.5500 .1100
9.5500 .0000
9.5500 .0000
8303680 .5000
212,284.76 .0800
9.3800 .0000
8.8800 .1100
7.8800 .0000
7.8800 .0000
8303682 .5000
92,630.65 .0800
10.8000 .0000
10.3000 .1100
10.1100 .0000
10.1100 .0000
8303694 .5000
28,784.14 .0800
12.4840 .0000
11.9840 .1100
11.7940 .0000
11.7940 .0000
8305398 .2500
139,343.02 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
8306344 .5000
59,459.63 .0800
11.2500 .0000
10.7500 .1100
10.5600 .0000
10.5600 .0000
1
8307180 .5000
147,038.24 .0800
8.9900 .0000
8.4900 .1100
7.4900 .0000
7.4900 .0000
8307242 .5000
29,864.34 .0800
10.7500 .0000
10.2500 .1100
10.0600 .0000
10.0600 .0000
8307418 .2500
68,352.31 .0800
11.1250 .0000
10.8750 .1100
9.8750 .0000
9.8750 .0000
8308066 .5000
47,186.87 .0800
12.1250 .0000
11.6250 .1100
10.6250 .0000
10.6250 .0000
8308178 .2500
34,171.19 .0800
10.2500 .0000
10.0000 .1100
9.0000 .0000
9.0000 .0000
8308362 .2500
39,958.36 .0800
9.2500 .0000
9.0000 .1100
8.0000 .0000
8.0000 .0000
8309670 .2500
63,174.88 .0800
10.5000 .0000
10.2500 .1100
9.2500 .0000
9.2500 .0000
8309908 .2500
49,375.70 .0800
9.5000 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
1
8310244 .5000
68,972.58 .0800
10.5000 .0000
10.0000 .1100
9.8100 .0000
9.8100 .0000
8311174 .2500
299,831.82 .0800
8.8750 .0000
8.6250 .1100
7.6250 .0000
7.6250 .0000
8311234 .2500
72,218.03 .0800
10.0000 .0000
9.7500 .1100
8.7500 .0000
8.7500 .0000
8311374 .5000
88,150.55 .0800
8.8750 .0000
8.3750 .1100
8.1850 .0000
8.1850 .0000
8311420 .5000
375,824.58 .0800
9.7500 .0000
9.2500 .1100
8.2500 .0000
8.2500 .0000
8311498 .2500
50,377.70 .0800
10.0000 .0000
9.7500 .1100
8.7500 .0000
8.7500 .0000
8311584 .5000
17,000.00 .0800
8.7500 .0000
8.2500 .1100
8.0600 .0000
8.0600 .0000
8311920 .2500
25,491.85 .0800
11.5000 .0000
11.2500 .1100
10.2500 .0000
10.2500 .0000
1
8311962 .2500
92,664.14 .0800
10.6250 .0000
10.3750 .1100
9.3750 .0000
9.3750 .0000
8311970 .5000
32,890.32 .0800
11.8750 .0000
11.3750 .1100
10.3750 .0000
10.3750 .0000
8312136 .5000
133,387.84 .0800
6.8750 .0000
6.3750 .1100
6.1850 .0000
6.1850 .0000
TOTAL NUMBER OF LOANS: 7353
TOTAL BALANCE........: 550,001,538.54
RUN ON : 06/24/02 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.23.28 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RASC 2002-KS4 FIXED FIXED SUMMARY REPORT CUTOFF : 06/01/02
POOL : 0004603
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-----------------------------------------------------------------------------
CURR NOTE RATE 9.6369 6.5800 14.9900
RFC NET RATE 9.2429 6.2500 14.4900
NET MTG RATE(INVSTR RATE) 8.6057 5.2500 14.3000
POST STRIP RATE 8.6057 5.2500 14.3000
SUB SERV FEE .3940 .2500 .5000
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .1100 .1100 .1100
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 7353
TOTAL BALANCE........: 550,001,538.54
***************************
* END OF REPORT *
***************************
RUN ON : 06/24/02 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.23.28 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RASC 2002-KS4 FIXED CUTOFF : 06/01/02
POOL : 0004603
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ORIG RATE ORIGINAL P+I LTV
CURR NET CURRENT P+I
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
3165040 E63/R44 F 145,000.00 ZZ
360 143,454.64 1
6.750 940.47 87
6.250 940.47
XXXXXXX XX 00000 5 06/01/01 34
0431818905 05 07/01/01 0
432707 O 06/01/31
0
4710144 X20/R44 F 90,800.00 ZZ
180 90,190.94 1
9.500 763.50 85
9.000 763.50
XXXXXXX XX 00000 1 04/17/01 23
0433049475 05 06/01/01 0
170290 O 05/01/16
0
4712263 X20/R44 F 18,150.00 ZZ
180 18,103.52 1
13.990 214.91 15
13.490 214.91
XXX XXXXX XX 00000 1 04/25/01 00
0432768570 07 06/01/01 0
207525 O 05/01/16
0
4813642 T20/G02 F 76,000.00 ZZ
180 75,563.72 1
10.250 681.04 95
10.000 681.04
XXXXXXXXX XX 00000 5 05/02/01 34
0432799914 05 06/07/01 0
1
W227691 O 05/07/16
0
5064267 M69/R44 F 32,300.00 ZZ
360 32,143.25 1
11.250 313.72 85
10.750 313.72
XXXXX XX 00000 5 07/16/01 34
0433360427 05 09/01/01 0
1 O 08/01/31
0
5084218 147/R44 F 47,600.00 ZZ
360 47,449.53 1
13.250 535.87 85
12.750 535.87
XXXXX XXXX XX 00000 1 06/13/01 23
0432942902 05 08/01/01 0
10423288 O 07/01/31
0
5105341 S43/R44 F 109,600.00 ZZ
180 109,014.16 1
9.750 941.63 80
9.250 941.63
XXXXX XX 00000 2 06/25/01 34
0432939908 05 08/01/01 0
010696 O 07/01/16
0
5226105 X20/R44 F 10,700.00 ZZ
360 10,139.92 1
13.990 126.70 5
13.490 126.70
XXXXX XXXXX XXX XX 00000 1 07/30/01 00
0433261294 01 09/01/01 0
206480 O 08/01/31
0
5475628 X20/R44 F 20,500.00 ZZ
180 20,437.88 1
11.990 210.71 15
11.490 210.71
XXXXXXXXXXXX XX 00000 1 08/02/01 00
0433156486 05 09/01/01 0
211064 O 08/01/16
0
1
5475632 X20/R44 F 11,900.00 ZZ
180 11,868.07 1
11.990 122.31 10
11.490 122.31
XXXXXXXXXXXX XX 00000 1 08/31/01 00
0433148558 05 10/01/01 0
211091 O 09/01/16
0
5475637 X20/R44 F 21,300.00 ZZ
180 21,242.78 1
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0
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0
7112375 T87/T87 F 72,000.00 ZZ
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0
7112377 T87/T87 F 95,500.00 ZZ
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0
7112381 T87/T87 F 116,000.00 ZZ
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0
1
7112383 T87/T87 F 33,150.00 ZZ
180 32,985.66 1
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0
7112385 T87/T87 F 14,800.00 ZZ
180 14,791.05 1
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0
7112387 T87/T87 F 31,000.00 ZZ
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0
7112389 T87/T87 F 56,000.00 ZZ
360 55,951.28 1
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0
7112391 T87/T87 F 91,675.00 ZZ
360 91,531.32 1
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0
7112393 T87/T87 F 86,400.00 ZZ
360 86,302.26 1
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1
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0
7112395 T87/T87 F 71,920.00 ZZ
360 71,782.85 1
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0
7112397 T87/T87 F 17,980.00 ZZ
240 17,931.55 1
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3030020880 05 04/01/02 0
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0
7112399 T87/T87 F 110,751.00 ZZ
360 110,524.29 1
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0
7112401 T87/T87 F 76,000.00 ZZ
360 75,904.69 1
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0
7112403 T87/T87 F 90,060.00 ZZ
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1
7112405 T87/T87 F 19,000.00 ZZ
240 18,965.35 1
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3030020905 05 05/01/02 0
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0
7112407 T87/T87 F 60,800.00 ZZ
360 60,722.17 1
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0
7112409 T87/T87 F 52,000.00 ZZ
360 51,941.78 1
8.900 414.67 80
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3030020938 05 05/01/02 0
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0
7112411 T87/T87 F 13,000.00 ZZ
240 12,976.76 1
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0
7112413 T87/T87 F 164,700.00 ZZ
360 164,519.39 1
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0
7112415 T87/T87 F 79,200.00 ZZ
360 79,139.43 1
1
10.700 736.35 88
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0
7112417 T87/T87 F 37,100.00 ZZ
180 36,907.54 1
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0
7112419 T87/T87 F 28,000.00 ZZ
360 27,983.54 1
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0
7112421 T87/T87 F 52,200.00 ZZ
360 52,152.63 1
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3030020975 05 05/01/02 0
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0
7112423 T87/T87 F 72,000.00 ZZ
360 71,936.70 1
10.050 634.52 90
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3030020979 05 05/01/02 0
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0
7112425 T87/T87 F 31,900.00 ZZ
180 31,884.66 1
12.800 347.90 20
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3030020980 03 05/01/02 0
1
3030020980 O 04/01/17
0
7112427 T87/T87 F 69,300.00 ZZ
360 69,236.44 1
9.850 600.49 90
9.350 600.49
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3030020981 05 05/01/02 0
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0
7112429 T87/T87 F 47,500.00 ZZ
360 47,435.05 1
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3030020982 05 04/01/02 0
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0
7112431 T87/T87 F 60,000.00 ZZ
180 59,514.27 1
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3030020988 05 04/05/02 0
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0
7112433 T87/T87 F 120,160.00 ZZ
360 119,953.21 1
8.800 949.60 75
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3030020990 05 04/01/02 0
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0
7112435 T87/T87 F 113,400.00 ZZ
360 113,262.11 1
8.500 871.95 90
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3030020991 05 05/01/02 0
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0
1
7112437 T87/T87 F 44,000.00 ZZ
180 43,765.47 1
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3030020992 05 05/01/02 0
3030020992 O 04/01/17
0
7112439 T87/T87 F 116,000.00 ZZ
360 115,877.98 1
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3030021005 05 05/01/02 0
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0
7112441 T87/T87 F 29,000.00 ZZ
180 28,903.22 1
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3030021008 05 05/01/02 0
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0
7112443 T87/T87 F 51,800.00 ZZ
240 51,623.52 1
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7.500 433.28
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3030021009 05 05/01/02 0
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0
7112445 T87/T87 F 20,800.00 ZZ
180 20,787.48 1
11.800 210.76 20
11.300 210.76
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3030021017 05 05/01/02 0
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0
7112447 T87/T87 F 58,050.00 ZZ
360 57,997.87 1
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1
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3030021027 03 05/01/02 0
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0
7112449 T87/T87 F 40,000.00 ZZ
360 39,951.35 1
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8.000 307.57
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3030021033 05 05/01/02 0
3030021033 O 04/01/32
0
7112451 T87/T87 F 49,500.00 ZZ
360 49,457.84 1
10.200 441.74 90
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3030021037 05 05/01/02 0
3030021037 N 04/01/32
0
7112453 T87/T87 F 92,000.00 ZZ
360 91,892.63 3
8.700 720.49 80
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3030021038 05 05/01/02 0
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0
7112455 T87/T87 F 79,000.00 ZZ
360 78,916.90 1
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0
7112457 T87/T87 F 112,500.00 ZZ
360 112,376.62 4
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3030021047 05 05/01/02 0
3030021047 N 04/01/32
0
1
7112459 T87/T87 F 47,250.00 ZZ
360 47,200.29 1
9.200 387.01 75
8.700 387.01
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3030021049 05 05/01/02 0
3030021049 O 04/01/32
0
7112461 T87/T87 F 125,100.00 ZZ
180 124,968.42 1
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8.700 1,024.64
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3030021051 05 05/01/02 0
3030021051 O 04/01/17
0
7112463 T87/T87 F 93,500.00 ZZ
360 93,406.66 1
9.450 782.80 89
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3030021054 05 05/01/02 0
3030021054 O 04/01/32
0
7112465 T87/T87 F 168,000.00 ZZ
360 167,771.49 1
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0
7112467 T87/T87 F 42,000.00 ZZ
180 41,984.43 1
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3030021058 05 05/01/02 0
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0
7112469 T87/T87 F 30,000.00 ZZ
240 29,947.84 1
1
13.150 354.69 20
12.650 354.69
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3030021060 05 05/01/02 0
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0
7112471 T87/T87 F 29,000.00 ZZ
180 28,986.51 1
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0
7112473 T87/T87 F 42,000.00 ZZ
180 41,776.17 1
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0
7112475 T87/T87 F 50,750.00 ZZ
180 50,502.94 1
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3030021073 05 05/01/02 0
3030021073 O 04/01/17
0
7112477 T87/T87 F 35,000.00 ZZ
180 34,821.70 1
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3030021079 05 05/01/02 0
3030021079 O 04/01/17
0
7112479 T87/T87 F 143,200.00 ZZ
360 143,005.22 1
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1
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0
7112481 T87/T87 F 35,800.00 ZZ
240 35,724.78 1
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3030021084 05 05/01/02 0
3030021084 O 04/01/22
0
7112483 T87/T87 F 73,800.00 ZZ
180 73,442.40 1
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3030021085 05 05/01/02 0
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0
7112485 T87/T87 F 79,200.00 ZZ
360 79,091.18 1
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3030021097 05 05/01/02 0
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0
7112487 T87/T87 F 188,100.00 ZZ
360 187,920.00 1
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3030021114 05 05/01/02 0
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0
7112489 T87/T87 F 36,333.00 ZZ
180 36,181.69 1
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3030021121 05 05/01/02 0
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0
1
7112491 T87/T87 F 88,000.00 ZZ
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0
7112493 T87/T87 F 69,200.00 ZZ
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3030021148 05 05/01/02 0
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0
7112495 T87/T87 F 17,300.00 ZZ
180 17,289.93 1
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0
7112497 T87/T87 F 137,920.00 ZZ
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0
7112499 T87/T87 F 34,480.00 ZZ
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0
7112501 T87/T87 F 55,500.00 ZZ
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1
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0
7112505 T87/T87 F 202,400.00 ZZ
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0
7112507 T87/T87 F 50,600.00 ZZ
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0
7112509 T87/T87 F 56,000.00 ZZ
180 55,962.00 1
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XXXXX XX 00000 5 02/27/02 00
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0
7112511 T87/T87 F 21,650.00 ZZ
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0
7112513 T87/T87 F 144,000.00 ZZ
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0
1
7112515 T87/T87 F 31,800.00 ZZ
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4040008351 05 05/01/02 0
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0
7112517 T87/T87 F 25,000.00 ZZ
240 24,946.06 1
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0
7112519 T87/T87 F 62,000.00 ZZ
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0
7112521 T87/T87 F 148,800.00 ZZ
300 148,527.96 1
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0
7112523 T87/T87 F 90,000.00 ZZ
120 88,346.68 1
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0
7112525 T87/T87 F 106,200.00 ZZ
168 105,562.13 1
1
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0
7112527 T87/T87 F 50,000.00 ZZ
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0
7112529 T87/T87 F 96,750.00 ZZ
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0
7112531 T87/T87 F 188,000.00 ZZ
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0
7112533 T87/T87 F 107,000.00 ZZ
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0
7112535 T87/T87 F 85,000.00 ZZ
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1
6000006229 O 04/01/22
0
7112537 T87/T87 F 37,200.00 ZZ
240 37,128.85 1
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XXX XXXXX XX 00000 2 03/07/02 00
6100001154 03 05/01/02 0
6100001154 O 04/01/22
0
7112539 T87/T87 F 165,600.00 ZZ
336 165,280.58 1
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0
7112541 T87/T87 F 80,800.00 ZZ
180 80,700.73 1
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6500000363 05 05/01/02 0
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0
7112543 T87/T87 F 20,200.00 ZZ
180 20,191.99 1
13.650 233.76 20
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0
7112547 T87/T87 F 66,500.00 ZZ
180 66,174.82 1
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0
1
7112549 T87/T87 F 124,800.00 ZZ
360 124,655.86 1
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0
7112551 T87/T87 F 26,300.00 ZZ
180 26,195.67 2
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0
7112553 T87/T87 F 170,000.00 ZZ
360 169,741.77 1
7.400 1,177.05 60
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0
7112651 737/G02 F 55,800.00 ZZ
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XX XXXXX XX 00000 1 04/03/02 34
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0
7112875 S64/R44 F 35,200.00 ZZ
360 35,150.34 1
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0
7113333 T91/R44 F 192,000.00 ZZ
180 191,833.90 1
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1
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0
7113662 W99/G02 F 61,600.00 ZZ
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178451 O 04/01/17
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302095 O 04/01/32
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7166971 X20/R44 F 63,750.00 ZZ
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302193 O 04/01/32
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7166973 X20/R44 F 72,500.00 ZZ
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302240 O 04/01/17
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7166977 X20/R44 F 110,400.00 ZZ
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7166979 X20/R44 F 30,000.00 ZZ
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302322 O 03/01/17
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7166981 X20/R44 F 69,900.00 ZZ
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302503 O 04/01/17
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306191 O 03/01/17
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306309 O 04/01/17
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306349 O 04/01/17
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306682 O 03/01/17
0
7166993 X20/R44 F 40,500.00 ZZ
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306683 O 03/01/17
0
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XXXX XXXXX XX 00000 1 03/20/02 00
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307099 O 04/01/17
0
7166997 X20/R44 F 49,000.00 ZZ
180 48,950.31 1
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XXXX XX 00000 5 03/06/02 00
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311424 O 04/01/17
0
7166999 X20/R44 F 66,300.00 ZZ
360 66,232.78 1
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XXXXXX XX 00000 5 03/25/02 00
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311461 O 04/01/32
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7167001 X20/R44 F 138,720.00 ZZ
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0433856622 05 05/01/02 0
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311628 O 04/01/17
0
7167003 X20/R44 F 68,000.00 ZZ
180 67,934.60 1
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311690 O 04/01/17
0
7167005 X20/R44 F 56,600.00 ZZ
360 56,552.34 1
10.250 507.19 90
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XXXXXXXX XX 00000 1 03/18/02 23
0433874260 05 05/01/02 0
311703 O 04/01/32
0
7167007 X20/R44 F 169,213.00 ZZ
360 169,081.52 1
10.625 1,563.69 90
10.125 1,563.69
XXXXXXXX XX 00000 1 03/21/02 23
0433861663 03 05/01/02 0
311896 O 04/01/32
0
7167009 X20/R44 F 57,290.00 ZZ
360 56,025.56 1
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XXXXX XX 00000 5 03/25/02 23
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315764 O 04/01/32
0
7167011 X20/R44 F 51,000.00 ZZ
360 48,726.80 1
11.500 505.05 62
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XXXXXXXXXX XX 00000 2 03/06/02 00
0433828449 05 05/01/02 0
316164 O 04/01/32
0
1
7167013 X20/R44 F 61,659.00 ZZ
180 60,099.61 1
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XXXXXXXX XX 00000 2 02/28/02 00
0433828290 05 04/01/02 0
316340 O 03/01/17
0
7167015 X20/R44 F 56,100.00 ZZ
180 56,054.00 1
10.375 507.93 85
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XXXXXXXXX XX 00000 5 03/19/02 23
0433882446 05 05/01/02 0
316406 O 04/01/17
0
7167017 X20/R44 F 77,520.00 ZZ
180 77,443.44 1
9.500 651.83 82
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XXXXXXXXX XX 00000 5 03/14/02 23
0433871548 05 05/01/02 0
316456 O 04/01/17
0
7167019 X20/R44 F 38,352.00 ZZ
180 38,320.55 1
10.375 347.24 82
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XXXXXX XX 00000 5 03/22/02 23
0433871258 05 05/01/02 0
316480 O 04/01/17
0
7167021 X20/R44 F 81,600.00 ZZ
360 81,503.29 1
8.625 634.68 80
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XXXXXXX XXXXXX XX 00000 1 03/08/02 00
0433829231 05 05/01/02 0
316555 O 04/01/32
0
7167023 X20/R44 F 59,200.00 ZZ
180 59,164.99 1
11.875 603.25 85
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1
XXX XXXXX XX 00000 5 03/12/02 23
0433860699 05 05/01/02 0
316662 O 04/01/17
0
7167025 X20/R44 F 35,700.00 ZZ
180 35,674.42 1
11.000 339.98 49
10.500 339.98
XXXXXXXXXX XX 00000 1 03/28/02 00
0433884954 05 05/01/02 0
316845 O 04/01/17
0
7167027 X20/R44 F 180,000.00 ZZ
180 179,831.36 1
9.750 1,546.48 90
9.250 1,546.48
XXXXXXXXX XX 00000 5 03/22/02 23
0433871340 05 05/01/02 0
320444 O 04/01/17
0
7167029 X20/R44 F 38,675.00 ZZ
180 38,642.17 1
10.250 346.57 85
9.750 346.57
XXXXX XXXXX XX 00000 1 03/01/02 23
0433829348 05 04/01/02 0
321074 O 03/01/17
0
7167031 X20/R44 F 46,750.00 ZZ
360 46,725.89 1
12.500 498.94 85
12.000 498.94
XXXXX XXXXX XX 00000 1 03/25/02 23
0433870201 05 05/01/02 0
321272 O 04/01/32
0
7167033 X20/R44 F 44,000.00 ZZ
360 43,963.28 1
10.500 402.49 80
10.000 402.49
XXXXXX XX 00000 1 03/26/02 00
0433861069 05 05/01/02 0
321402 O 04/01/32
0
1
7167035 X20/R44 F 76,959.00 ZZ
360 76,894.27 1
10.875 725.64 72
10.375 725.64
XXXXXXX XX 00000 5 03/12/02 00
0433828514 05 05/01/02 0
321439 O 04/01/32
0
7167037 X20/R44 F 140,000.00 ZZ
360 138,794.57 1
9.750 1,202.82 80
9.250 1,202.82
SUWANEE GA 30024 5 03/25/02 00
0433881596 05 05/01/02 0
321466 O 04/01/32
0
7167039 X20/R44 F 137,700.00 ZZ
360 137,590.08 1
10.500 1,259.60 77
10.000 1,259.60
ETHEL LA 70730 5 03/12/02 00
0433873379 05 05/01/02 0
321527 O 04/01/32
0
7167041 X20/R44 F 121,125.00 ZZ
360 121,017.39 1
10.000 1,062.96 85
9.500 1,062.96
STOCKBRIDGE GA 30281 1 03/11/02 23
0433829439 03 05/01/02 0
321609 O 04/01/32
0
7167043 X20/R44 F 52,000.00 ZZ
180 51,711.53 1
8.500 512.06 58
8.000 512.06
MACON GA 31204 2 03/22/02 00
0433885126 05 05/01/02 0
321717 O 04/01/17
0
7167045 X20/R44 F 39,000.00 ZZ
360 38,978.79 1
1
12.250 408.68 75
11.750 408.68
JACKSON TN 38301 1 03/20/02 00
0433885191 05 05/01/02 0
325129 O 04/01/32
0
7167047 X20/R44 F 56,700.00 ZZ
360 56,653.50 1
10.375 513.37 90
9.875 513.37
HOLIDAY FL 34690 5 02/26/02 23
0433827698 05 04/01/02 0
325722 O 03/01/32
0
7167049 X20/R44 F 83,200.00 ZZ
360 83,124.09 1
9.875 722.47 80
9.375 722.47
MEMPHIS TN 38135 2 03/11/02 00
0433873643 05 05/01/02 0
325730 O 04/01/32
0
7167051 X20/R44 F 55,896.00 ZZ
360 55,853.73 1
10.750 521.78 87
10.250 521.78
MEMPHIS TN 38122 1 03/21/02 23
0433880903 01 05/01/02 0
325843 O 04/01/32
0
7167053 X20/R44 F 67,915.00 ZZ
180 67,854.49 1
11.875 692.05 85
11.375 692.05
MEMPHIS TN 38109 1 02/28/02 23
0433827896 05 04/01/02 0
325943 O 03/01/17
0
7167055 X20/R44 F 127,500.00 ZZ
360 127,384.53 1
10.250 1,142.53 75
9.750 1,142.53
JACKSON MS 39211 5 03/15/02 00
0433885118 05 05/01/02 0
1
325965 O 04/01/32
0
7167057 X20/R44 F 66,912.00 ZZ
360 66,849.31 1
9.750 574.88 84
9.250 574.88
BILOXI MS 39532 5 03/20/02 23
0433884996 05 05/01/02 0
325983 O 04/01/32
0
7167059 X20/R44 F 48,500.00 ZZ
180 48,384.68 1
11.500 480.29 75
11.000 480.29
JACKSON TN 38305 1 03/13/02 00
0433829512 05 05/01/02 0
325984 O 04/01/17
0
7167061 X20/R44 F 90,000.00 ZZ
360 89,933.76 1
10.875 848.60 75
10.375 848.60
TITUS AL 36080 2 03/25/02 00
0433888799 05 05/01/02 0
326035 O 04/01/32
0
7167063 X20/R44 F 81,000.00 ZZ
360 80,001.43 1
11.000 771.38 90
10.500 771.38
ABERDEEN MS 39730 5 03/18/02 23
0433885639 05 05/01/02 0
326096 O 04/01/32
0
7167065 X20/R44 F 140,130.00 ZZ
180 140,042.44 1
11.625 1,401.08 90
11.125 1,401.08
SOUTHAVEN MS 38671 1 03/25/02 23
0433885662 03 05/01/02 0
326099 O 04/01/17
0
1
7167067 X20/R44 F 95,500.00 ZZ
360 95,385.16 1
8.625 742.79 74
8.125 742.79
MADISON TN 37115 5 03/14/02 00
0433881141 05 05/01/02 0
326125 O 04/01/32
0
7167069 X20/R44 F 98,400.00 ZZ
360 98,297.59 1
9.250 809.51 80
8.750 809.51
LEBANON TN 37087 1 03/28/02 00
0433871365 05 05/01/02 0
326182 O 04/01/32
0
7167071 X20/R44 F 81,600.00 ZZ
180 81,544.64 1
11.250 792.55 85
10.750 792.55
RICHMOND VA 23224 1 03/08/02 23
0433869096 05 05/01/02 0
330447 O 04/01/17
0
7167073 X20/R44 F 107,100.00 ZZ
360 106,994.24 1
9.500 900.55 90
9.000 900.55
BARTLETT TN 38134 5 03/22/02 23
0433884970 05 05/01/02 0
330518 O 04/01/32
0
7167075 X20/R44 F 61,557.00 ZZ
180 61,097.39 1
9.750 652.11 87
9.250 652.11
DECHERD TN 37324 5 02/25/02 23
0434037339 05 04/01/02 0
330579 O 03/01/17
0
7167077 X20/R44 F 64,000.00 ZZ
360 63,929.67 1
8.990 514.50 46
8.490 514.50
1
JACKSONVILLE FL 32250 5 03/22/02 00
0433887593 05 05/01/02 0
330589 O 04/01/32
0
7167079 X20/R44 F 99,300.00 ZZ
180 99,199.31 1
9.375 825.93 60
8.875 825.93
POWHATAN VA 23139 5 03/13/02 00
0433873734 05 05/01/02 0
330613 O 04/01/17
0
7167081 X20/R44 F 103,000.00 ZZ
180 102,495.18 1
9.875 1,098.98 86
9.375 1,098.98
MURFRESSBORO TN 37127 2 03/20/02 23
0433868486 05 05/01/02 0
330620 O 04/01/17
0
7167083 X20/R44 F 162,792.00 ZZ
180 162,675.11 1
10.990 1,549.08 72
10.490 1,549.08
KINGSTON SPRING TN 37082 5 03/01/02 00
0433871464 05 04/01/02 0
330688 O 03/01/17
0
7167085 X20/R44 F 79,050.00 ZZ
360 78,990.21 1
10.750 737.92 85
10.250 737.92
PEGRAM TN 37143 1 03/27/02 23
0433860608 05 05/01/02 0
330724 O 04/01/32
0
7167087 X20/R44 F 65,500.00 ZZ
180 65,454.33 1
11.125 629.97 63
10.625 629.97
GREENBELT MD 20770 2 03/21/02 00
0433888435 01 05/01/02 0
330776 O 04/01/17
0
1
7167089 X20/R44 F 130,050.00 ZZ
360 129,928.66 1
10.375 1,177.48 87
9.875 1,177.48
VIRGINIA BEACH VA 23454 5 03/22/02 23
0433885050 05 05/01/02 0
330796 O 04/01/32
0
7167091 X20/R44 F 68,000.00 ZZ
360 67,934.60 1
9.625 577.99 85
9.125 577.99
JACKSONVILLE FL 32218 5 03/07/02 23
0434018446 03 05/01/02 0
330915 O 04/01/32
0
7167093 X20/R44 F 52,500.00 ZZ
180 52,464.39 1
11.250 509.91 75
10.750 509.91
SOUTHHAVEN MS 38671 5 03/27/02 00
0433884921 05 05/01/02 0
330989 N 04/01/17
0
7167095 X20/R44 F 39,000.00 ZZ
180 38,980.48 1
12.625 420.02 75
12.125 420.02
CROSSVILLE AL 35962 1 03/06/02 00
0433829413 05 05/01/02 0
335279 O 04/01/17
0
7167097 X20/R44 F 108,630.00 ZZ
360 108,504.55 1
8.750 854.59 77
8.250 854.59
AUBURN AL 36830 5 03/12/02 00
0433880713 05 05/01/02 0
335290 O 04/01/32
0
7167099 X20/R44 F 66,400.00 ZZ
360 66,330.88 1
1
9.250 546.26 80
8.750 546.26
TUSCALOOSA AL 35405 1 03/11/02 00
0433827797 05 05/01/02 0
335304 O 04/01/32
0
7167101 X20/R44 F 42,500.00 ZZ
180 42,478.15 1
12.500 453.58 85
12.000 453.58
MONTGOMERY AL 36107 1 03/21/02 23
0433856275 05 05/01/02 0
335321 O 04/01/17
0
7167103 X20/R44 F 71,920.00 ZZ
360 71,827.42 1
8.875 572.23 80
8.375 572.23
BIRMINGHAM AL 35206 1 03/20/02 00
0433871530 05 05/01/02 0
335329 O 04/01/32
0
7167105 X20/R44 F 45,600.00 ZZ
180 45,560.55 1
10.125 404.39 80
9.625 404.39
BIRMINGHAM AL 35208 1 03/07/02 00
0433875648 05 05/01/02 0
335801 O 04/01/17
0
7167107 X20/R44 F 76,500.00 ZZ
240 76,297.06 1
10.000 738.24 90
9.500 738.24
DECATUR AL 35603 5 03/05/02 23
0433888690 05 05/01/02 0
335849 O 04/01/22
0
7167109 X20/R44 F 83,200.00 ZZ
360 83,124.09 1
9.875 722.47 80
9.375 722.47
MURFREESBORO TN 37130 5 03/22/02 00
0433870532 05 05/01/02 0
1
335907 O 04/01/32
0
7167111 X20/R44 F 59,568.00 ZZ
240 59,405.30 1
9.750 565.01 82
9.250 565.01
ELKMONT AL 35620 5 03/15/02 23
0433856770 05 05/01/02 0
335919 O 04/01/22
0
7167113 X20/R44 F 35,000.00 ZZ
240 34,896.46 1
9.125 317.72 32
8.625 317.72
NASHVILLE TN 37209 5 03/20/02 00
0433873916 05 05/01/02 0
335933 O 04/01/22
0
7167115 X20/R44 F 177,735.00 ZZ
180 177,585.29 1
10.250 1,592.69 87
9.750 1,592.69
BIRMINGHAM AL 35209 5 03/22/02 23
0433883360 05 05/01/02 0
335938 O 04/01/17
0
7167117 X20/R44 F 58,305.00 ZZ
360 58,245.36 1
10.125 517.06 87
9.625 517.06
HAWKINS TX 75765 1 03/13/02 23
0433885209 05 05/01/02 0
340607 O 04/01/32
0
7167119 X20/R44 F 73,500.00 ZZ
360 73,441.34 1
10.500 672.33 74
10.000 672.33
GALVESTON TX 77550 1 03/27/02 00
0433888559 05 05/01/02 0
341316 O 04/01/32
0
1
7167121 X20/R44 F 77,400.00 ZZ
360 76,907.77 1
9.125 629.75 90
8.625 629.75
HOUSTON TX 77067 2 03/04/02 23
0433829009 05 05/01/02 0
341322 O 04/01/32
0
7167123 X20/R44 F 51,000.00 ZZ
360 50,949.62 1
9.500 428.84 71
9.000 428.84
MONTGOMERY TX 77316 1 03/27/02 00
0433884210 05 05/01/02 0
341919 O 04/01/32
0
7167125 X20/R44 F 51,850.00 ZZ
360 51,815.77 1
11.375 508.53 85
10.875 508.53
JACKSONVILLE AR 72076 5 03/05/02 23
0433828035 05 05/01/02 0
345536 O 04/01/32
0
7167127 X20/R44 F 93,000.00 ZZ
180 92,943.48 1
11.750 938.75 46
11.250 938.75
ALBUQUERQUE NM 87106 5 03/14/02 00
0433828472 05 05/01/02 0
345700 O 04/01/17
0
7167129 X20/R44 F 85,700.00 ZZ
180 85,653.37 1
12.250 898.05 58
11.750 898.05
MAIDEN ROCK WI 54750 5 03/21/02 00
0433880408 05 05/01/02 0
345917 O 04/01/17
0
7167131 X20/R44 F 57,375.00 ZZ
360 57,332.77 1
10.875 540.98 53
10.375 540.98
1
AURORA CO 80015 5 03/01/02 00
0433828357 01 05/01/02 0
346115 O 04/01/32
0
7167133 X20/R44 F 77,600.00 ZZ
360 77,510.38 1
8.750 610.48 80
8.250 610.48
CONWAY AR 72034 1 03/14/02 00
0433870300 05 05/01/02 0
346124 O 04/01/32
0
7167135 X20/R44 F 110,925.00 ZZ
180 110,815.44 1
9.500 932.72 77
9.000 932.72
COON RAPIDS MN 55443 5 03/11/02 00
0433882560 05 05/01/02 0
346156 O 04/01/17
0
7167137 X20/R44 F 50,400.00 ZZ
360 50,341.79 1
8.750 396.50 80
8.250 396.50
GLENWOOD AR 71943 5 03/14/02 00
0433828530 05 05/01/02 0
346165 O 04/01/32
0
7167141 X20/R44 F 70,000.00 ZZ
360 69,936.14 1
9.875 607.84 52
9.375 607.84
JACKSONVILLE AR 72076 5 03/25/02 00
0433874013 05 05/01/02 0
346265 O 04/01/32
0
7167143 X20/R44 F 34,680.00 ZZ
180 34,652.52 1
12.125 360.06 87
11.625 360.06
ANDOVER KS 67002 1 03/27/02 23
0433856325 05 05/01/02 0
350859 O 04/01/17
0
1
7167145 X20/R44 F 65,025.00 ZZ
180 64,979.67 1
11.125 625.40 87
10.625 625.40
WICHITA KS 67209 1 03/01/02 23
0433829496 05 04/01/02 0
350878 O 03/01/17
0
7167147 X20/R44 F 34,272.00 ZZ
360 34,251.74 1
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ANDERSON IN 46016 5 03/06/02 23
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0
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PARAGON IN 46166 5 03/22/02 00
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0
7167151 X20/R44 F 36,720.00 ZZ
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WICHITA KS 67203 5 02/25/02 00
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351031 O 03/01/17
0
7167153 X20/R44 F 89,600.00 ZZ
180 89,513.81 1
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BURLINGTON KS 66839 1 03/06/02 00
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351049 O 04/01/17
0
7167155 X20/R44 F 75,000.00 ZZ
180 74,879.36 1
1
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INDIANAPOLIS IN 46205 5 02/28/02 00
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351103 O 03/01/17
0
7167157 X20/R44 F 95,400.00 ZZ
180 94,870.84 1
10.375 863.76 90
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WICHITA KS 67207 5 03/05/02 23
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351175 O 04/01/17
0
7167159 X20/R44 F 54,000.00 ZZ
180 53,956.89 1
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LINCOLNVILLE KS 66858 5 03/12/02 23
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351209 O 04/01/17
0
7167161 X20/R44 F 29,000.00 ZZ
180 28,985.90 1
12.750 315.14 75
12.250 315.14
WICHITA KS 67213 1 03/04/02 00
0433860822 05 05/01/02 0
351322 O 04/01/17
0
7167163 X20/R44 F 181,600.00 ZZ
360 180,811.97 1
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INDIANAPOLIS IN 46260 1 03/27/02 00
0433870466 03 05/01/02 0
351343 O 04/01/32
0
7167165 X20/R44 F 51,000.00 ZZ
360 50,950.95 1
9.625 433.49 84
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LOGANSPORT IN 46947 1 03/20/02 23
0433829207 05 05/01/02 0
1
351448 O 04/01/32
0
7167167 X20/R44 F 40,662.00 ZZ
180 40,636.60 1
11.625 406.55 87
11.125 406.55
SAN ANTONIO TX 78201 1 03/13/02 23
0433882990 05 05/01/02 0
355415 O 04/01/17
0
7167169 X20/R44 F 54,080.00 ZZ
180 54,049.73 1
12.125 561.48 80
11.625 561.48
SAN ANTONIO TX 78227 1 03/08/02 00
0433829447 05 05/01/02 0
355506 O 04/01/17
0
7167171 X20/R44 F 64,600.00 ZZ
360 64,545.59 1
10.250 578.88 85
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SAN ANTONIO TX 78233 1 03/29/02 23
0433868015 05 05/01/02 0
355652 O 04/01/32
0
7167464 X20/R44 F 155,700.00 ZZ
360 155,257.06 1
8.875 1,238.82 85
8.375 1,238.82
FRISCO TX 75035 1 11/29/01 23
0433527488 05 01/01/02 0
50132 O 12/01/31
0
7167496 X20/R44 F 185,742.00 ZZ
360 185,019.02 1
8.250 1,395.42 87
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MESA AZ 85212 1 12/04/00 23
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166314 O 12/01/31
0
1
7168073 E22/R44 F 63,200.00 ZZ
360 63,127.28 1
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FLORENCE AL 35630 2 03/22/02 34
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0413601055 O 04/01/32
0
7168085 E22/G02 F 169,600.00 ZZ
360 169,399.02 1
8.625 1,319.13 80
8.375 1,319.13
JEMISON AL 35085 1 03/28/02 34
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0413662834 O 04/01/32
0
7168125 E22/R44 F 64,800.00 ZZ
360 64,750.98 1
10.750 604.90 90
10.250 604.90
COUNCIL BLUFFS IA 51503 5 03/18/02 34
0413739871 05 05/01/02 0
0413739871 O 04/01/32
0
7168135 E22/G02 F 161,500.00 ZZ
360 161,303.63 1
8.500 1,241.80 64
8.250 1,241.80
PASADENA CA 91103 5 03/22/02 00
0413753831 05 05/01/02 0
0413753831 O 04/01/32
0
7168163 E22/R44 F 65,000.00 ZZ
360 64,922.98 1
8.625 505.57 38
8.125 505.56
LAS VEGAS NV 89143 1 03/13/02 00
0413782806 03 05/01/02 0
0413782806 O 04/01/32
0
7168165 E22/G02 F 122,400.00 ZZ
360 122,279.10 4
9.500 1,029.21 77
9.250 1,029.21
1
WOONSOCKET RI 02895 5 03/28/02 34
0413782822 05 05/01/02 0
0413782822 N 04/01/32
0
7168169 E22/G02 F 71,250.00 ZZ
360 71,190.75 1
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WEAVER AL 36277 1 03/28/02 34
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0413786005 O 04/01/32
0
7168185 E22/G02 F 46,750.00 ZZ
360 46,715.59 2
10.875 440.80 85
10.625 440.80
NEW ORLEANS LA 70117 1 03/28/02 34
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0413799255 N 04/01/32
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7168189 E22/G02 F 200,000.00 ZZ
360 199,730.71 1
8.000 1,467.53 80
7.750 1,467.53
SOUTH MIAMI FL 33143 5 03/19/02 34
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0413805599 O 04/01/32
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7168247 E22/G02 F 105,000.00 ZZ
360 104,916.17 2
10.500 960.48 75
10.250 960.48
FORT LAUDERDALE FL 33304 5 03/28/02 34
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7168253 E22/G02 F 30,000.00 ZZ
360 29,973.35 1
10.000 263.27 75
9.750 263.27
BIRMINGHAM AL 35224 1 03/28/02 34
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0413840141 N 04/01/32
0
1
7168301 E22/G02 F 72,250.00 ZZ
360 72,189.16 2
10.250 647.43 85
10.000 647.43
ROANOKE VA 24012 1 03/27/02 34
0413868209 05 05/01/02 0
0413868209 N 04/01/32
0
7168741 S64/R44 F 50,000.00 ZZ
360 49,960.09 1
10.500 457.37 67
10.000 457.37
GARRETT IN 46738 5 04/08/02 34
0433900123 05 05/12/02 0
04120306 O 04/12/32
0
7168959 E82/G02 F 49,600.00 ZZ
180 49,196.76 1
8.750 495.73 67
8.500 495.73
HORN LAKE MS 38637 2 03/27/02 34
0400607578 05 05/01/02 0
4076920 O 04/01/17
0
7168967 E82/G02 F 86,800.00 ZZ
360 86,691.73 1
8.375 659.74 76
8.125 659.74
LAWTON OK 73507 2 03/27/02 34
0400600060 05 05/01/02 0
3647761 O 04/01/32
0
7168971 E82/G02 F 167,800.00 ZZ
360 167,606.22 1
8.750 1,320.08 66
8.500 1,320.08
GILBERT AZ 85234 2 03/25/02 34
0400604336 05 05/01/02 0
2970632 O 04/01/32
0
7168975 E82/G02 F 85,000.00 ZZ
360 84,906.79 1
1
9.000 683.93 73
8.750 683.93
SWANNANOA NC 28778 5 03/26/02 34
0400602819 05 05/01/02 0
0400602819 O 04/01/32
0
7169345 X20/R44 F 11,250.00 ZZ
180 11,245.87 1
13.990 133.21 15
13.490 133.21
NEDERLAND TX 77627 1 03/14/02 00
0433886595 05 05/01/02 0
207011 O 04/01/17
0
7169349 X20/R44 F 18,050.00 ZZ
180 18,006.55 1
12.990 199.53 17
12.490 199.53
MARIETTA GA 30062 5 07/18/01 00
0433891264 07 09/01/01 0
211078 O 08/01/16
0
7169355 X20/R44 F 10,600.00 ZZ
360 10,583.63 1
9.000 85.29 10
8.500 85.29
LA VERGNE TN 37086 1 03/08/02 00
0433866134 05 05/01/02 0
211231 O 04/01/32
0
7169359 X20/R44 F 22,962.00 ZZ
180 22,867.82 1
12.990 290.37 15
12.490 290.37
KATY TX 77450 1 03/14/02 00
0433882198 05 05/01/02 0
214430 O 04/01/17
0
7169361 X20/R44 F 46,000.00 ZZ
180 45,968.04 1
12.990 508.49 20
12.490 508.49
GARDEN GROVE CA 92841 1 01/14/02 00
0433828985 05 03/01/02 0
1
215806 O 02/01/17
0
7169363 X20/R44 F 15,900.00 ZZ
180 15,841.78 1
12.990 201.07 15
12.490 201.07
BENBROOK TX 76126 5 03/08/02 00
0433855400 05 05/01/02 0
250321 O 04/01/17
0
7169365 X20/R44 F 19,250.00 ZZ
180 19,239.32 1
13.990 227.94 10
13.490 227.94
TACOMA WA 98422 1 03/01/02 00
0433877123 05 04/01/02 0
2165908 O 03/01/17
0
7169369 X20/R44 F 27,750.00 ZZ
180 27,734.64 1
13.990 328.58 15
13.490 328.58
NORTH SALT LAKE UT 84054 1 02/27/02 00
0433857083 05 04/01/02 0
2166995 O 03/01/17
0
7169371 X20/R44 F 21,135.00 ZZ
180 21,119.14 1
13.990 250.26 15
13.490 250.26
SANTA CLARA UT 84765 1 03/08/02 00
0433829314 05 05/01/02 0
2167144 O 04/01/17
0
7169373 X20/R44 F 17,085.00 ZZ
180 17,078.73 1
13.990 202.30 15
13.490 202.30
GLENDALE AZ 85310 1 03/08/02 00
0433829652 03 05/01/02 0
2167160 O 04/01/17
0
1
7169375 X20/R44 F 24,450.00 ZZ
180 24,368.73 1
13.990 325.45 15
13.490 325.45
SEATTLE WA 98178 1 03/11/02 00
0433829637 05 05/01/02 0
2168050 O 04/01/17
0
7169377 X20/R44 F 19,500.00 ZZ
180 19,489.19 1
13.990 230.90 15
13.490 230.90
PORTLAND OR 97220 1 03/01/02 00
0433869286 05 04/01/02 0
2168147 O 03/01/17
0
7169379 X20/R44 F 14,540.00 ZZ
180 14,534.65 1
13.990 172.17 10
13.490 172.17
TACOMA WA 98445 1 03/12/02 00
0433832904 05 05/01/02 0
2168201 O 04/01/17
0
7169381 X20/R44 F 31,875.00 ZZ
180 31,863.29 1
13.990 377.43 15
13.490 377.43
BURNS OR 97720 1 03/14/02 00
0433856416 05 05/01/02 0
2168241 O 04/01/17
0
7169383 X20/R44 F 21,600.00 ZZ
180 21,588.04 1
13.990 255.76 15
13.490 255.76
MILTON WA 98354 1 03/01/02 00
0433887718 05 04/01/02 0
2168264 O 03/01/17
0
7169387 X20/R44 F 27,285.00 ZZ
180 27,274.98 1
13.990 323.08 15
13.490 323.08
1
TIGARD OR 97223 1 03/08/02 00
0433884145 07 05/01/02 0
2168294 O 04/01/17
0
7169389 X20/R44 F 31,057.00 ZZ
180 31,045.60 1
13.990 367.74 12
13.490 367.74
SNOHOMISH WA 98296 1 03/12/02 00
0434022984 05 05/01/02 0
2168353 O 04/01/17
0
7169391 X20/R44 F 18,500.00 ZZ
180 18,491.48 1
12.990 204.50 20
12.490 204.50
PHOENIX AZ 85053 1 03/14/02 00
0433829645 09 05/01/02 0
2168408 O 04/01/17
0
7169393 X20/R44 F 13,500.00 ZZ
180 13,434.59 1
13.990 179.69 15
13.490 179.69
TEMPLE TX 76502 1 03/15/02 00
0433829355 05 05/01/02 0
2301714 O 04/01/17
0
7169395 X20/R44 F 12,500.00 ZZ
180 12,458.46 1
13.990 166.38 10
13.490 166.38
THE COLONY TX 75056 1 03/14/02 00
0433828878 05 05/01/02 0
2301733 O 04/01/17
0
7169397 X20/R44 F 19,950.00 ZZ
180 19,710.17 1
12.990 252.28 15
12.490 252.28
SPRING TX 77373 1 03/08/02 00
0433832755 03 05/01/02 0
2301787 O 04/01/17
0
1
7169399 X20/R44 F 15,100.00 ZZ
180 15,016.63 1
12.990 190.95 18
12.490 190.95
LOUISVILLE KY 40229 1 03/01/02 00
0433828258 05 04/01/02 0
2302066 O 03/01/17
0
7169401 X20/R44 F 19,500.00 ZZ
180 19,492.84 1
13.990 230.90 15
13.490 230.90
RADCLIFF KY 40160 1 03/08/02 00
0433832698 05 05/01/02 0
2302182 O 04/01/17
0
7169403 X20/R44 F 27,600.00 ZZ
360 27,587.27 1
12.990 305.10 20
12.490 305.10
SHEPHERDSVILLE KY 40165 5 03/01/02 00
0433881836 05 05/01/02 0
2302299 O 04/01/32
0
7169405 X20/R44 F 20,235.00 ZZ
180 20,227.57 1
13.990 239.60 15
13.490 239.60
ARLINGTON TX 76018 1 02/28/02 00
0433886488 05 05/01/02 0
2302331 O 04/01/17
0
7169407 X20/R44 F 13,200.00 ZZ
180 13,195.15 1
13.990 156.30 15
13.490 156.30
DALLAS TX 75211 1 03/15/02 00
0433832797 05 05/01/02 0
2302371 O 04/01/17
0
7169409 X20/R44 F 16,100.00 ZZ
180 16,094.09 1
1
13.990 190.64 10
13.490 190.64
SACHSE TX 75048 1 03/13/02 00
0433870797 05 05/01/02 0
2302415 O 04/01/17
0
7169411 X20/R44 F 15,800.00 ZZ
180 15,794.21 1
13.990 187.08 20
13.490 187.08
AMARILLO TX 79108 1 03/11/02 00
0433882230 05 05/01/02 0
2302449 O 04/01/17
0
7169413 X20/R44 F 10,000.00 ZZ
180 9,996.32 1
13.990 118.41 11
13.490 118.41
EULESS TX 76040 1 03/14/02 00
0433887114 05 05/01/02 0
2302498 O 04/01/17
0
7169415 X20/R44 F 10,000.00 ZZ
180 9,996.32 1
13.990 118.41 19
13.490 118.41
DAINGERFIELD TX 75638 1 03/08/02 00
0433829298 05 05/01/02 0
2306309 O 04/01/17
0
7169417 X20/R44 F 11,250.00 ZZ
180 11,245.08 1
13.990 133.21 15
13.490 133.21
SEGUIN TX 78155 1 03/13/02 00
0433829520 05 05/01/02 0
2306461 O 04/01/17
0
7169419 X20/R44 F 21,150.00 ZZ
180 21,140.25 1
12.990 233.80 15
12.490 233.80
ARLINGTON TX 76017 1 03/08/02 00
0433828753 05 05/01/02 0
1
2306564 O 04/01/17
0
7169421 X20/R44 F 21,750.00 ZZ
180 20,375.81 1
13.990 257.54 15
13.490 257.54
CEDAR HILL TX 75104 1 03/08/02 00
0433877529 05 05/01/02 0
2306664 O 04/01/17
0
7169423 X20/R44 F 14,000.00 ZZ
180 13,992.26 1
13.990 165.77 10
13.490 165.77
LEWISVILLE TX 75057 1 03/01/02 00
0433888617 09 04/01/02 0
2306677 O 03/01/17
0
7169425 X20/R44 F 11,300.00 ZZ
180 11,295.86 1
13.990 133.80 10
13.490 133.80
MESQUITE TX 75150 1 03/13/02 00
0433905528 05 05/01/02 0
2306688 O 04/01/17
0
7169427 X20/R44 F 10,000.00 ZZ
180 9,966.75 1
13.990 133.11 6
13.490 133.11
DALLAS TX 75249 1 03/06/02 00
0433829264 05 05/01/02 0
2306714 O 04/01/17
0
7169429 X20/R44 F 15,000.00 ZZ
360 14,994.50 1
13.990 177.61 5
13.490 177.61
FLOWER MOUND TX 75022 1 03/08/02 00
0433855335 03 05/01/02 0
2306716 O 04/01/32
0
1
7169431 X20/R44 F 15,799.00 ZZ
180 15,793.21 1
13.990 187.07 10
13.490 187.07
SACHSE TX 75048 1 03/15/02 00
0433887262 05 05/01/02 0
2306843 O 04/01/17
0
7169433 X20/R44 F 11,306.00 ZZ
360 11,299.75 1
13.990 133.87 10
13.490 133.87
IRVING TX 75061 1 03/04/02 00
0433829066 05 04/01/02 0
2306863 O 03/01/32
0
7169435 X20/R44 F 28,500.00 ZZ
180 28,486.87 1
12.990 315.04 20
12.490 315.04
PFLUGERVILLE TX 78660 1 03/18/02 00
0433829363 05 05/01/02 0
2306884 O 04/01/17
0
7169437 X20/R44 F 35,000.00 ZZ
180 34,871.87 1
12.990 442.60 20
12.490 442.60
FLOSSMOOR IL 60422 1 03/15/02 00
0433829322 05 05/01/02 0
2307012 O 04/01/17
0
7169439 X20/R44 F 12,878.00 ZZ
180 12,813.41 1
13.990 171.42 10
13.490 171.42
FORT WORTH TX 76123 1 03/04/02 00
0433855202 03 04/01/02 0
2316017 O 03/01/17
0
7169441 X20/R44 F 16,602.00 ZZ
180 16,518.75 1
13.990 220.98 10
13.490 220.98
1
WATAUGA TX 76137 1 03/01/02 00
0433868601 05 04/01/02 0
2316057 O 03/01/17
0
7169443 X20/R44 F 15,900.00 ZZ
360 15,894.16 1
13.990 188.27 15
13.490 188.27
LANCASTER TX 75146 1 03/12/02 00
0433887742 05 05/01/02 0
2316216 O 04/01/32
0
7169445 X20/R44 F 14,625.00 ZZ
360 14,619.63 1
13.990 173.17 15
13.490 173.17
TULSA OK 74132 1 03/08/02 00
0433882727 05 05/01/02 0
2316255 O 04/01/32
0
7169447 X20/R44 F 13,259.00 ZZ
360 13,254.10 1
13.990 157.00 15
13.490 157.00
FORT WORTH TX 76135 1 03/07/02 00
0433856945 03 05/01/02 0
2316358 O 04/01/32
0
7169449 X20/R44 F 27,180.00 ZZ
360 27,167.48 1
12.990 300.45 20
12.490 300.45
CARROLLTON TX 75010 1 03/05/02 00
0433829470 05 05/01/02 0
2316384 O 04/01/32
0
7169453 X20/R44 F 13,000.00 ZZ
180 12,995.23 1
13.990 153.93 11
13.490 153.93
STONE MOUNTAIN GA 30088 1 03/07/02 00
0433829595 05 05/01/02 0
2320837 O 04/01/17
0
1
7169455 X20/R44 F 28,580.00 ZZ
360 28,520.66 1
9.300 236.16 20
8.800 236.16
COLLEGE GROVE TN 37046 1 01/28/02 00
0433829629 05 03/01/02 0
2321177 O 02/01/32
0
7169459 X20/R44 F 34,300.00 ZZ
180 34,174.42 1
12.990 433.75 20
12.490 433.75
CONYERS GA 30094 1 03/08/02 00
0433869500 05 05/01/02 0
2321429 O 04/01/17
0
7169461 X20/R44 F 29,600.00 ZZ
180 29,586.37 1
12.990 327.20 20
12.490 327.20
POLK CITY FL 33868 1 03/13/02 00
0433828464 03 05/01/02 0
2321436 O 04/01/17
0
7169463 X20/R44 F 25,000.00 ZZ
180 24,990.83 1
13.990 296.02 15
13.490 296.02
ALPHARETTA GA 30004 1 03/15/02 00
0433829280 05 05/01/02 0
2321461 O 04/01/17
0
7169465 X20/R44 F 12,800.00 ZZ
180 12,786.77 1
13.990 151.56 20
13.490 151.56
SLIDELL LA 70458 1 03/19/02 00
0433865771 05 05/01/02 0
2321496 O 04/01/17
0
7169467 X20/R44 F 15,885.00 ZZ
360 15,868.98 1
1
9.400 132.41 15
8.900 132.41
CHRISTIANA TN 37037 1 03/15/02 00
0433829249 05 05/01/02 0
2321721 O 04/01/32
0
7169469 X20/R44 F 21,600.00 ZZ
360 21,578.22 1
9.400 180.05 20
8.900 180.05
MEMPHIS TN 38115 1 03/15/02 00
0433828340 05 05/01/02 0
2325382 O 04/01/32
0
7169471 X20/R44 F 10,000.00 ZZ
360 9,989.90 1
9.400 83.36 12
8.900 83.36
MEMPHIS TN 38118 1 03/18/02 00
0433857018 05 05/01/02 0
2325702 O 04/01/32
0
7169473 X20/R44 F 20,800.00 ZZ
360 20,779.02 1
9.400 173.38 20
8.900 173.38
MEMPHIS TN 38135 2 03/11/02 00
0433877545 05 05/01/02 0
2325730 O 04/01/32
0
7169475 X20/R44 F 19,000.00 ZZ
360 18,989.46 1
13.990 224.98 10
13.490 224.98
OXFORD MS 38655 1 03/01/02 00
0433829330 05 04/01/02 0
2325877 O 03/01/32
0
7169477 X20/R44 F 11,985.00 ZZ
360 11,967.16 1
9.500 100.78 15
9.000 100.78
MEMPHIS TN 38109 1 02/28/02 00
0433829611 05 04/01/02 0
1
2325943 O 03/01/32
0
7169479 X20/R44 F 10,000.00 ZZ
360 9,989.90 1
9.400 83.36 16
8.900 83.36
JACKSON TN 38305 1 03/13/02 00
0433828738 05 05/01/02 0
2325984 O 04/01/32
0
7169481 X20/R44 F 18,800.00 ZZ
360 18,791.15 1
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MOBILE AL 36608 1 03/12/02 00
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2326075 O 04/01/32
0
7169483 X20/R44 F 19,800.00 ZZ
360 19,769.91 1
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MEMPHIS TN 38115 1 03/05/02 00
0433857323 05 04/01/02 0
2326094 O 03/01/32
0
7169485 X20/R44 F 14,535.00 ZZ
360 14,520.34 1
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HERMITAGE TN 37076 1 03/14/02 00
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2326148 O 04/01/32
0
7169487 X20/R44 F 14,410.00 ZZ
180 14,404.71 1
13.990 170.63 15
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RICHMOND VA 23224 1 03/08/02 00
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2330447 O 04/01/17
0
1
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180 10,646.35 1
13.990 142.42 10
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VIRGINIA BEACH VA 23464 1 02/28/02 00
0433887247 05 04/01/02 0
2330702 O 03/01/17
0
7169491 X20/R44 F 14,000.00 ZZ
180 13,929.79 1
13.990 186.35 20
13.490 186.35
HAMPTON VA 23669 1 02/28/02 00
0433832979 05 04/01/02 0
2330879 O 03/01/17
0
7169493 X20/R44 F 12,150.00 ZZ
180 12,145.53 1
13.990 143.87 10
13.490 143.87
PETERSBURG VA 23803 1 03/15/02 00
0433881935 05 05/01/02 0
2330903 O 04/01/17
0
7169495 X20/R44 F 17,000.00 ZZ
360 16,982.85 1
9.400 141.71 10
8.900 141.71
ARLINGTON TN 38002 1 03/15/02 00
0433873528 05 05/01/02 0
2330943 O 04/01/32
0
7169497 X20/R44 F 19,950.00 ZZ
180 19,942.68 1
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VIRGINIA BEACH VA 23456 1 03/15/02 00
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2330954 O 04/01/17
0
7169499 X20/R44 F 24,150.00 ZZ
360 24,125.64 1
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8.900 201.31
1
HIXSON TN 37343 1 03/08/02 00
0433884665 05 05/01/02 0
2335345 O 04/01/32
0
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180 11,394.75 1
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360 13,190.81 1
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ATLANTA GA 30329 1 03/15/02 00
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360 13,988.56 1
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HOUSTON TX 77084 1 03/06/02 00
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2340927 O 04/01/32
0
7169509 X20/R44 F 11,690.00 ZZ
360 11,685.71 1
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HOUSTON TX 77065 1 02/28/02 00
0433832938 03 05/01/02 0
2341073 O 04/01/32
0
1
7169511 X20/R44 F 14,700.00 ZZ
360 14,694.61 1
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KATY TX 77450 1 03/04/02 00
0433870003 05 05/01/02 0
2341222 O 04/01/32
0
7169513 X20/R44 F 11,299.00 ZZ
360 11,294.85 1
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HOUSTON TX 77072 1 03/08/02 00
0433855160 03 05/01/02 0
2341356 O 04/01/32
0
7169515 X20/R44 F 19,319.00 ZZ
180 19,308.31 1
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MISSOURI CITY TX 77459 1 03/01/02 00
0433863396 05 04/01/02 0
2341426 O 03/01/17
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7169517 X20/R44 F 16,467.50 ZZ
360 16,461.45 1
13.990 194.99 10
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HUMBLE TX 77346 1 03/15/02 00
0433877305 03 05/01/02 0
2341552 O 04/01/32
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7169519 X20/R44 F 12,300.00 ZZ
180 12,259.12 1
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13.490 163.72
KATY TX 77449 1 03/04/02 00
0433888658 05 05/01/02 0
2341553 O 04/01/17
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7169521 X20/R44 F 10,000.00 ZZ
360 9,996.32 1
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HOUSTON TX 77084 1 03/15/02 00
0433887189 03 05/01/02 0
2341580 O 04/01/32
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7169523 X20/R44 F 28,350.00 ZZ
360 28,339.58 1
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CROSBY TX 77532 1 03/13/02 00
0433832847 03 05/01/02 0
2341629 O 04/01/32
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7169525 X20/R44 F 13,000.00 ZZ
180 12,995.23 1
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THE WOODLANDS TX 77380 1 03/11/02 00
0433873502 03 05/01/02 0
2341671 O 04/01/17
0
7169527 X20/R44 F 13,185.00 ZZ
180 13,180.17 1
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WISCONSIN RAPID WI 54495 1 03/13/02 00
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2345867 O 04/01/17
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7169529 X20/R44 F 21,500.00 ZZ
180 21,377.20 1
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ALBUQUERQUE NM 87121 1 03/01/02 00
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2345974 O 03/01/17
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7169531 X20/R44 F 19,200.00 ZZ
180 19,189.38 1
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MAYWOOD IL 60153 1 03/01/02 00
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1
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VAN BUREN AR 72956 1 03/01/02 00
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7169535 X20/R44 F 19,200.00 ZZ
180 19,189.38 1
13.990 227.34 20
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WICHITA KS 67219 1 02/28/02 00
0433886470 05 04/01/02 0
2350913 O 03/01/17
0
7169537 X20/R44 F 13,983.00 ZZ
180 13,977.87 1
13.990 165.57 15
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AUGUSTA KS 67010 1 03/08/02 00
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2351167 O 04/01/17
0
7169539 X20/R44 F 10,000.00 ZZ
180 9,996.32 1
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SPRINGFIELD MO 65802 1 03/15/02 00
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2351199 O 04/01/17
0
7169541 X20/R44 F 10,000.00 ZZ
180 9,996.32 1
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WICHITA KS 67213 1 03/04/02 00
0433873478 05 05/01/02 0
2351322 O 04/01/17
0
1
7169543 X20/R44 F 13,580.00 ZZ
180 13,570.55 1
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SAN ANTONIO TX 78239 1 02/25/02 00
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2355417 O 03/01/17
0
7169545 X20/R44 F 38,945.00 ZZ
180 38,802.41 1
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CIBOLO TX 78108 1 03/08/02 00
0433877479 05 05/01/02 0
2355491 O 04/01/17
0
7169547 X20/R44 F 40,000.00 ZZ
180 39,853.55 1
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SAN ANTONIO TX 78259 1 03/15/02 00
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2355521 O 04/01/17
0
7169549 X20/R44 F 24,300.00 ZZ
180 24,291.09 1
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LEAGUE CITY TX 77573 1 03/11/02 00
0433887197 03 05/01/02 0
2355577 O 04/01/17
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7173751 642/G02 F 119,700.00 ZZ
360 119,653.70 1
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UNIVERSITY PARK IL 60466 1 04/03/02 34
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03124802 N 05/01/32
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7178157 W47/R44 F 135,000.00 ZZ
180 134,851.05 1
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ZION IL 60099 5 03/07/02 34
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WH020300 O 03/12/17
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7178957 P34/G02 F 40,500.00 ZZ
180 40,394.17 1
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CAMDEN NJ 08105 5 04/25/02 34
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415031 O 05/01/17
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MINNEAPOLIS MN 55407 5 03/22/02 00
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7180412 X20/R44 F 219,000.00 ZZ
360 218,360.78 1
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RICHARDSON TX 75082 5 12/14/01 00
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50213 O 01/01/32
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7180508 X20/R44 F 58,200.00 ZZ
180 58,038.65 1
9.000 468.29 62
8.500 468.29
LANCASTER TX 75146 2 12/16/01 00
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315506 O 01/01/17
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7181025 T76/G02 F 33,600.00 ZZ
180 33,274.59 1
10.100 363.13 80
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BALTIMORE MD 21215 5 02/23/02 34
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20599 N 02/23/17
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1
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360 15,994.77 1
14.500 195.93 20
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CONROE TX 77303 1 03/20/02 00
0433832078 03 05/01/02 0
0103309407 O 04/01/32
0
7181151 Q64/R44 F 22,000.00 ZZ
360 21,992.80 1
14.500 269.41 21
14.000 269.41
LEXINGTON SC 29072 1 03/15/02 00
0433831328 05 05/01/02 0
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7182947 J95/G02 F 26,900.00 ZZ
360 26,874.78 1
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BALTIMORE MD 21207 1 03/25/02 34
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ALKOL WV 25501 5 04/03/02 34
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1162016 O 04/08/32
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7183389 J40/G02 F 45,315.00 ZZ
180 45,294.41 1
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HILLSBORO OH 45133 1 04/09/02 34
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1083423 O 05/01/17
0
7183839 Q64/R44 F 15,450.00 ZZ
180 15,444.95 1
1
14.500 189.20 24
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WINCHESTER KY 40391 1 03/15/02 00
0433831716 05 05/01/02 0
0303299903 O 04/01/17
0
7183984 X20/R44 F 14,000.00 ZZ
180 13,802.72 1
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DALLAS TX 75233 1 10/31/01 00
0433503505 05 12/01/01 0
213735 O 11/01/16
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BIRMINGHAM AL 35212 5 04/02/02 34
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VENTURA CA 93001 5 04/04/02 00
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2003903 N 05/01/32
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ROCKFORD IL 61102 1 03/15/02 34
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WI011200 O 04/01/17
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7186345 T91/R44 F 42,560.00 ZZ
180 42,353.76 1
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SAINT AUGUSTINE FL 32084 5 04/04/02 00
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MILLBURY MA 01527 5 03/19/02 34
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MA200203052 O 03/25/32
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OCALA FL 34472 5 02/21/02 00
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HUNTSVILLE AL 35805 1 04/03/02 23
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TURNER O 04/03/32
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7187875 S61/G02 F 70,000.00 ZZ
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CHICAGO IL 60643 5 03/25/02 00
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FOSTERS AL 35463 5 04/04/02 00
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DETROIT MI 48228 5 03/01/02 34
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3513824 O 03/06/17
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7189617 S54/R44 F 153,900.00 ZZ
360 153,513.33 1
8.375 1,169.76 89
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ANDERSON IN 46012 5 01/28/02 34
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1890018294BK O 02/01/32
0
7190817 T91/R44 F 55,000.00 ZZ
240 54,852.16 1
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COLON MI 49040 5 04/11/02 00
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3555089 O 04/16/22
0
7191620 X20/R44 F 53,550.00 ZZ
180 51,617.04 1
9.750 460.08 90
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CONNEAUT OH 44030 2 12/21/01 23
0433768728 05 02/01/02 0
315580 O 01/01/17
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7191640 X20/R44 F 67,500.00 ZZ
360 67,331.33 1
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SARALAND AL 36571 5 12/10/01 23
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325319 O 01/01/32
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360 72,240.00 1
9.000 582.55 80
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JUPITER FL 33458 5 01/23/02 34
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360 41,972.41 1
11.400 412.73 84
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BESSEMER AL 35020 5 04/03/02 34
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424904921 O 04/08/32
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STONE MOUNTAIN GA 30087 1 12/20/01 00
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211233 O 01/01/17
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7194106 X20/R44 F 23,000.00 ZZ
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MOUNT PLEASANT TN 38474 5 12/14/01 00
0433538550 05 02/01/02 0
211398 O 01/01/17
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7194160 X20/R44 F 14,000.00 ZZ
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13.990 186.35 15
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ARLINGTON TX 76001 1 12/03/01 00
0433588597 05 01/01/02 0
213051 O 12/01/16
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7194224 X20/R44 F 13,200.00 ZZ
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13.990 175.70 15
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CLEBURNE TX 76033 1 12/05/01 00
0434023263 05 01/01/02 0
215014 O 12/01/16
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1
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180 13,820.22 1
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NORFOLK VA 23513 1 12/13/01 00
0433572278 05 02/01/02 0
215178 O 01/01/17
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7195265 E22/G02 F 76,000.00 ZZ
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DECATUR GA 30032 5 03/29/02 34
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7195277 E22/R44 F 116,000.00 ZZ
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YUKON OK 73099 5 03/25/02 34
0413636952 03 05/01/02 0
0413636952 O 04/01/32
0
7195285 E22/G02 F 23,175.00 ZZ
360 23,150.11 1
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MEMPHIS TN 38106 1 03/28/02 34
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0413662875 N 04/01/32
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7195301 E22/G02 F 216,790.00 ZZ
360 216,575.88 1
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IDAHO FALLS ID 83404 5 03/08/02 23
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FAIRVIEW UT 84629 5 03/21/02 00
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0413695552 O 04/01/32
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7195343 E22/G02 F 155,000.00 ZZ
360 154,825.56 1
8.875 1,233.25 80
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HOUSTON TX 77095 5 03/25/02 34
0413730516 03 05/01/02 0
0413730516 O 04/01/32
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7195345 E22/G02 F 65,450.00 ZZ
360 65,394.87 2
10.250 586.50 85
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ELKHART IN 46514 1 03/29/02 34
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7195367 E22/R44 F 53,100.00 ZZ
360 53,057.61 1
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ANNISTON AL 36201 1 03/29/02 34
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7195373 E22/G02 F 108,000.00 ZZ
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SACRAMENTO CA 95827 1 03/26/02 34
0413756305 05 05/01/02 0
0413756305 O 04/01/32
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7195375 E22/G02 F 62,400.00 ZZ
180 62,046.05 1
8.250 605.37 80
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TULSA OK 74105 1 03/29/02 34
0413756321 05 05/01/02 0
1
0413756321 O 04/01/17
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7195385 E22/G02 F 83,700.00 ZZ
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BARTLESVILLE OK 74003 5 03/20/02 34
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0413763798 O 04/01/32
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7195401 E22/G02 F 135,000.00 ZZ
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SOUTH PLAINFIEL NJ 07080 5 03/25/02 34
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0413780511 O 04/01/17
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7195421 E22/G02 F 35,550.00 ZZ
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SPENCER OK 73084 5 03/29/02 34
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SAN MARCOS TX 78666 1 03/26/02 34
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0413795733 O 04/01/32
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7195443 E22/G02 F 40,000.00 ZZ
360 39,963.51 1
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PUEBLO CO 81004 1 03/28/02 34
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SANTA ANA CA 92703 5 03/22/02 00
0413802141 05 05/01/02 0
0413802141 O 04/01/17
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7195455 E22/G02 F 86,250.00 ZZ
360 86,112.17 1
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HURST TX 76053 5 03/28/02 34
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0413803198 N 04/01/32
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7195465 E22/G02 F 120,000.00 ZZ
180 119,296.42 1
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MIAMI FL 33180 5 03/25/02 34
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BRADENTON FL 34209 5 03/25/02 34
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0413808817 O 04/01/32
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JUPITER FL 33458 5 03/25/02 34
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0413821067 O 04/01/32
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AUSTIN TX 78729 5 03/25/02 34
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0413825282 O 04/01/32
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7195513 E22/G02 F 65,300.00 ZZ
360 65,209.83 1
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0
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0
7304929 X20/R44 F 26,600.00 ZZ
360 26,590.23 1
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0
7304931 X20/R44 F 41,800.00 ZZ
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0
7304933 X20/R44 F 31,000.00 ZZ
180 30,985.72 1
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2167092 O 04/01/17
0
7304935 X20/R44 F 20,731.00 ZZ
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XXXXX XXX XXXXX XX 00000 1 03/22/02 00
0433884608 05 05/01/02 0
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2167211 O 04/01/17
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7304937 X20/R44 F 21,450.00 ZZ
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2168004 O 04/01/17
0
7304939 X20/R44 F 51,000.00 ZZ
180 50,976.51 1
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2168110 O 04/01/17
0
7304941 X20/R44 F 14,000.00 ZZ
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2168149 O 04/01/17
0
7304943 X20/R44 F 28,800.00 ZZ
180 28,694.55 1
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XXXX XXXXXXX XX 00000 1 03/11/02 00
0433862570 03 05/01/02 0
2168215 O 04/01/17
0
7304945 X20/R44 F 19,950.00 ZZ
180 19,940.81 1
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XXXXXX XX 00000 1 03/20/02 00
0433867165 05 05/01/02 0
2168258 O 04/01/17
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1
7304947 X20/R44 F 21,000.00 ZZ
180 20,990.32 1
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XXXXXX XX 00000 1 03/13/02 00
0434024444 05 05/01/02 0
2168273 O 04/01/17
0
7304949 X20/R44 F 45,900.00 ZZ
180 45,878.84 1
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XXXXXXX XX 00000 1 03/15/02 00
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2168288 O 04/01/17
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7304951 X20/R44 F 19,950.00 ZZ
180 19,942.68 1
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2168336 O 04/01/17
0
7304953 X20/R44 F 34,480.00 ZZ
180 34,464.11 1
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2168341 O 04/01/17
0
7304957 X20/R44 F 21,600.00 ZZ
180 21,589.76 1
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2301984 O 04/01/17
0
7304959 X20/R44 F 17,000.00 ZZ
180 16,993.77 1
13.990 201.29 20
13.490 201.29
1
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0433882404 05 05/01/02 0
2302320 O 04/01/17
0
7304961 X20/R44 F 15,100.00 ZZ
180 15,089.50 1
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0433867884 05 04/01/02 0
2302353 O 03/01/17
0
7304963 X20/R44 F 29,200.00 ZZ
180 29,186.55 1
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2306833 O 04/01/17
0
7304965 X20/R44 F 26,980.00 ZZ
360 26,961.25 1
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0433866514 01 04/01/02 0
2306864 O 03/01/32
0
7304967 X20/R44 F 32,650.00 ZZ
180 32,634.96 1
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XXXXXXXX XX 00000 1 03/21/02 00
0433862307 03 05/01/02 0
2307020 O 04/01/17
0
7304969 X20/R44 F 27,375.00 ZZ
180 27,362.38 1
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XXXX XXXXX XX 00000 1 03/15/02 00
0433863057 05 05/01/02 0
2307085 O 04/01/17
0
1
7304971 X20/R44 F 12,588.00 ZZ
180 12,582.20 1
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12.490 139.15
XXXX XXXXX XX 00000 1 03/21/02 00
0433861929 05 05/01/02 0
2307252 O 04/01/17
0
7304973 X20/R44 F 12,176.00 ZZ
180 12,171.54 1
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XXXXXXXX XX 00000 1 03/22/02 00
0433869047 05 05/01/02 0
2315038 O 04/01/17
0
7304975 X20/R44 F 11,000.00 ZZ
180 10,994.93 1
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XXXXXX XX 00000 1 03/26/02 00
0433875564 05 05/01/02 0
2321402 O 04/01/17
0
7304977 X20/R44 F 12,900.00 ZZ
180 12,857.11 1
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13.490 171.71
XXXXXXX XX 00000 1 03/26/02 00
0433891397 05 05/01/02 0
2321445 O 04/01/17
0
7304979 X20/R44 F 18,625.00 ZZ
360 18,613.65 1
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13.490 220.53
XXXXXXXXX XX 00000 1 03/20/02 00
0433862638 03 05/01/02 0
2321497 O 04/01/32
0
7304981 X20/R44 F 10,000.00 ZZ
360 9,989.90 1
1
9.400 83.36 17
8.900 83.36
XXXXXXXXX XX 00000 1 03/21/02 00
0433875598 05 05/01/02 0
2321511 O 04/01/32
0
7304983 X20/R44 F 26,617.00 ZZ
180 26,519.55 1
12.990 336.59 20
12.490 336.59
XXXXXX XXXXXXX XX 00000 1 03/07/02 00
0433869203 05 05/01/02 0
2321599 O 04/01/17
0
7304985 X20/R44 F 23,000.00 ZZ
180 22,989.40 1
12.990 254.25 20
12.490 254.25
XXXXXXXXXXXX XX 00000 1 03/14/02 00
0433882040 05 05/01/02 0
2326164 O 04/01/17
0
7304987 X20/R44 F 24,600.00 ZZ
360 24,575.18 1
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8.900 205.06
XXXXXXX XX 00000 1 03/28/02 00
0433862927 05 05/01/02 0
2326182 O 04/01/32
0
7304989 X20/R44 F 11,850.00 ZZ
360 11,838.05 1
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8.900 98.78
XX XXXXXX XX 00000 1 03/25/02 00
0433861887 05 05/01/02 0
2326191 O 04/01/32
0
7304991 X20/R44 F 13,950.00 ZZ
360 13,935.94 1
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8.900 116.28
XXXXXX XX 00000 1 03/27/02 00
0433875374 05 05/01/02 0
1
2330724 O 04/01/32
0
7304995 X20/R44 F 14,550.00 ZZ
360 14,535.34 1
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8.900 121.28
XXXXXXX XX 00000 1 03/20/02 00
0433862000 03 05/01/02 0
2330790 O 04/01/32
0
7304997 X20/R44 F 10,000.00 ZZ
180 9,996.32 1
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13.490 118.41
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0433875424 05 05/01/02 0
2330872 O 04/01/17
0
7305001 X20/R44 F 19,000.00 ZZ
360 18,980.83 1
9.400 158.38 20
8.900 158.38
XXXXXXXXXX XX 00000 5 03/15/02 00
0433866803 05 05/01/02 0
2330875 O 04/01/32
0
7305003 X20/R44 F 15,100.00 ZZ
360 15,084.76 1
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8.900 125.87
XXXXXXX XX 00000 1 03/25/02 00
0433866100 07 05/01/02 0
2331018 O 04/01/32
0
7305005 X20/R44 F 39,150.00 ZZ
180 39,131.96 1
12.990 432.77 15
12.490 432.77
XXXXXXX XX 00000 1 03/15/02 00
0433907896 05 05/01/02 0
2331029 O 04/01/17
0
1
7305007 X20/R44 F 16,500.00 ZZ
360 16,483.36 1
9.400 137.54 15
8.900 137.54
XXXXXXXX XX 00000 1 03/21/02 00
0433884376 05 05/01/02 0
2331076 O 04/01/32
0
7305009 X20/R44 F 14,433.00 ZZ
360 14,422.99 1
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12.490 159.54
XXXXX XX 00000 1 02/22/02 00
0433949294 05 04/01/02 0
2341382 O 03/01/32
0
7305011 X20/R44 F 11,355.00 ZZ
180 11,317.26 1
13.990 151.14 15
13.490 151.14
XXXXXXXX XXXX XX 00000 1 03/15/02 00
0433875309 03 05/01/02 0
2341420 O 04/01/17
0
7305013 X20/R44 F 19,947.00 ZZ
180 19,937.81 1
12.990 220.50 15
12.490 220.50
XXXXXXXX XX 00000 1 03/22/02 00
0433875937 03 05/01/02 0
2341434 O 04/01/17
0
7305015 X20/R44 F 19,879.00 ZZ
360 19,871.71 1
13.990 235.38 20
13.490 235.38
XXXXXX XX 00000 1 03/20/02 00
0433869070 05 05/01/02 0
2341523 O 04/01/32
0
7305017 X20/R44 F 18,910.00 ZZ
360 18,903.06 1
13.990 223.91 10
13.490 223.91
1
XXXXXXXX XXXX XX 00000 1 03/19/02 00
0433867348 05 05/01/02 0
2341548 O 04/01/32
0
7305019 X20/R44 F 23,200.00 ZZ
360 23,189.30 1
12.990 256.46 20
12.490 256.46
THE XXXXXXXXX XX 00000 1 03/07/02 00
0433862877 09 05/01/02 0
2341591 O 04/01/32
0
7305021 X20/R44 F 10,000.00 ZZ
180 9,966.75 1
13.990 133.11 11
13.490 133.11
XXXXXXX XX 00000 1 03/20/02 00
0433875903 05 05/01/02 0
2341642 O 04/01/17
0
7305023 X20/R44 F 10,000.00 ZZ
360 9,996.32 1
13.990 118.41 13
13.490 118.41
XXXX XX 00000 1 03/21/02 00
0433862216 05 05/01/02 0
2341682 O 04/01/32
0
7305025 X20/R44 F 14,250.00 ZZ
180 14,243.44 1
12.990 157.52 15
12.490 157.52
XXXXXXXXXXX XX 00000 5 03/18/02 00
0433862885 05 05/01/02 0
2345950 O 04/01/17
0
7305027 X20/R44 F 18,390.00 ZZ
180 18,322.66 1
12.990 232.56 20
12.490 232.56
XXXXX XX 00000 1 03/27/02 00
0433880655 05 05/01/02 0
2346145 O 04/01/17
0
1
7305029 X20/R44 F 12,600.00 ZZ
180 12,553.87 1
12.990 159.34 20
12.490 159.34
XXXXXXXX XX 00000 5 03/14/02 00
0433869740 05 05/01/02 0
2346165 O 04/01/17
0
7305031 X20/R44 F 15,750.00 ZZ
180 15,744.23 1
13.990 186.49 15
13.490 186.49
BLACK XXXX XX 00000 1 03/25/02 00
0433866043 05 05/01/02 0
2346324 O 04/01/17
0
7305033 X20/R44 F 22,400.00 ZZ
180 22,353.64 1
12.990 247.61 20
12.490 247.61
XXXXXXXXXX XX 00000 1 03/06/02 00
0433862729 05 05/01/02 0
2351049 O 04/01/17
0
7305035 X20/R44 F 12,600.00 ZZ
180 12,594.20 1
12.990 139.28 20
12.490 139.28
XXX XXXXXXX XX 00000 1 03/25/02 00
0433875481 05 05/01/02 0
2355574 O 04/01/17
0
7306349 N74/R44 F 120,000.00 ZZ
180 119,707.13 1
9.875 1,280.37 75
9.375 1,280.37
XXXXXXXXX XX 00000 5 04/10/02 34
0433975711 05 06/01/02 0
0030049010 O 05/01/17
0
7307720 737/R44 F 68,000.00 ZZ
360 67,881.76 1
1
8.750 534.96 76
8.250 534.96
XXXXXXXX XX 00000 5 02/28/02 34
0433824216 05 04/01/02 0
2059241 O 03/01/32
0
7308033 X20/R44 F 12,950.00 ZZ
180 12,944.58 1
13.990 153.34 10
13.490 153.34
XXXXXXX XX 00000 1 03/27/02 00
0433871423 05 05/01/02 0
211200 O 04/01/17
0
7308035 X20/R44 F 16,500.00 ZZ
360 16,493.95 1
13.990 195.37 10
13.490 195.37
XXXXXXX XX 00000 1 03/28/02 00
0433869914 05 05/01/02 0
211829 O 04/01/32
0
7308039 X20/R44 F 15,000.00 ZZ
360 14,994.50 1
13.990 177.61 15
13.490 177.61
XXXXXX XX 00000 0 00/21/02 00
0433865847 05 05/01/02 0
250319 O 04/01/32
0
7308041 X20/R44 F 32,800.00 ZZ
180 32,784.88 1
12.990 362.58 20
12.490 362.58
XXXXX XX 00000 1 03/13/02 00
0433875630 05 05/01/02 0
2167039 O 04/01/17
0
7308043 X20/R44 F 36,750.00 ZZ
180 36,736.51 1
13.990 435.15 15
13.490 435.15
XXXXX XXX XXXXX XX 00000 1 03/28/02 00
0433876992 05 05/01/02 0
1
2167313 O 04/01/17
0
7308045 X20/R44 F 20,985.00 ZZ
180 20,977.30 1
13.990 248.48 15
13.490 248.48
XXX XXXXX XX 00000 1 03/28/02 00
0433887163 05 05/01/02 0
2167348 O 04/01/17
0
7308047 X20/R44 F 19,500.00 ZZ
180 19,492.84 1
13.990 230.90 10
13.490 230.90
XXXXXX XX 00000 1 03/21/02 00
0433866696 03 05/01/02 0
2168272 O 04/01/17
0
7308049 X20/R44 F 11,900.00 ZZ
180 11,895.62 1
13.990 140.91 10
13.490 140.91
XXXXXX XX 00000 1 03/22/02 00
0433915907 05 05/01/02 0
2168328 O 04/01/17
0
7308051 X20/R44 F 18,300.00 ZZ
180 18,293.28 1
13.990 216.69 10
13.490 216.69
XXXXXX XX 00000 1 03/27/02 00
0433866084 05 05/01/02 0
2168349 O 04/01/17
0
7308053 X20/R44 F 23,400.00 ZZ
180 23,391.43 1
13.990 277.07 15
13.490 277.07
XXXXXXXX XX 00000 1 03/28/02 00
0433873791 01 05/01/02 0
2168361 O 04/01/17
0
1
7308055 X20/R44 F 16,600.00 ZZ
180 16,593.90 1
13.990 196.56 10
13.490 196.56
XXXXXXXX XX 00000 1 03/27/02 00
0434023529 03 05/01/02 0
2168372 O 04/01/17
0
7308057 X20/R44 F 18,450.00 ZZ
180 18,443.24 1
13.990 218.46 15
13.490 218.46
XXXXXXXXXXX XX 00000 1 03/28/02 00
0433872488 05 05/01/02 0
2168474 O 04/01/17
0
7308059 X20/R44 F 13,300.00 ZZ
180 13,295.13 1
13.990 157.48 10
13.490 157.48
XXXXXXXX XX 00000 1 03/28/02 00
0433873809 05 05/01/02 0
2300457 O 04/01/17
0
7308061 X20/R44 F 13,650.00 ZZ
180 13,604.63 1
13.990 181.69 11
13.490 181.69
XXXXX XX 00000 1 03/26/02 00
0433884475 05 05/01/02 0
2301775 O 04/01/17
0
7308065 X20/R44 F 14,400.00 ZZ
360 14,394.71 1
13.990 170.51 10
13.490 170.51
XXXXX XXXX XX 00000 1 03/22/02 00
0433915899 05 05/01/02 0
2302082 O 04/01/32
0
7308067 X20/R44 F 11,150.00 ZZ
180 11,145.92 1
13.990 132.02 10
13.490 132.02
1
XXXXXX XX 00000 1 03/28/02 00
0433873775 03 05/01/02 0
2302181 O 04/01/17
0
7308069 X20/R44 F 23,000.00 ZZ
180 22,991.55 1
13.990 272.34 20
13.490 272.34
XXXXXXXXXXXX XX 00000 1 03/22/02 00
0433863230 05 05/01/02 0
2302196 O 04/01/17
0
7308071 X20/R44 F 10,000.00 ZZ
180 9,966.75 1
13.990 133.11 7
13.490 133.11
XXXXXXX XXXXXX XX 00000 1 03/22/02 00
0433869773 05 05/01/02 0
2302426 O 04/01/17
0
7308073 X20/R44 F 13,425.00 ZZ
180 13,420.07 1
13.990 158.96 15
13.490 158.96
XXXXXX XX 00000 1 03/27/02 00
0433866118 05 05/01/02 0
2302443 O 04/01/17
0
7308075 X20/R44 F 16,377.00 ZZ
180 16,322.56 1
13.990 217.99 15
13.490 217.99
XXXXXX XX 00000 1 03/22/02 00
0433880614 05 05/01/02 0
2302445 O 04/01/17
0
7308077 X20/R44 F 16,500.00 ZZ
180 16,493.95 1
13.990 195.37 15
13.490 195.37
XXXXXXXXXX XX 00000 1 03/25/02 00
0433865920 05 05/01/02 0
2302503 O 04/01/17
0
1
7308079 X20/R44 F 19,350.00 ZZ
180 19,341.08 1
12.990 213.90 15
12.490 213.90
XXXXXXXX XX 00000 1 03/28/02 00
0433871357 05 05/01/02 0
2302739 O 04/01/17
0
7308081 X20/R44 F 18,079.00 ZZ
360 18,072.36 1
13.990 214.07 5
13.490 214.07
XXXXXX XX 00000 1 03/29/02 00
0433879772 05 05/01/02 0
2306506 O 04/01/32
0
7308083 X20/R44 F 10,800.00 ZZ
180 10,764.09 1
13.990 143.76 15
13.490 143.76
XXXXXXXXXX XX 00000 1 03/26/02 00
0433869989 05 05/01/02 0
2306557 O 04/01/17
0
7308085 X20/R44 F 10,750.00 ZZ
180 10,746.05 1
13.990 127.29 10
13.490 127.29
XXXXXXXXX XX 00000 1 03/19/02 00
0433873411 05 05/01/02 0
2306928 O 04/01/17
0
7308087 X20/R44 F 17,446.00 ZZ
180 17,439.60 1
13.990 206.57 10
13.490 206.57
XXXXXXX XX 00000 1 03/27/02 00
0433873130 03 05/01/02 0
2306986 O 04/01/17
0
7308089 X20/R44 F 25,155.00 ZZ
360 25,145.76 1
1
13.990 297.86 15
13.490 297.86
XXXX XXXXX XX 00000 1 03/27/02 00
0433872876 05 05/01/02 0
2307054 O 04/01/32
0
7308091 X20/R44 F 19,172.00 ZZ
180 19,164.96 1
13.990 227.01 15
13.490 227.01
XXXXXXXX XX 00000 1 03/20/02 00
0433875275 03 05/01/02 0
2307158 O 04/01/17
0
7308093 X20/R44 F 10,335.00 ZZ
180 10,331.22 1
13.990 122.37 15
13.490 122.37
XXXXXX XX 00000 1 03/22/02 00
0433869591 05 05/01/02 0
2307207 O 04/01/17
0
7308095 X20/R44 F 12,400.00 ZZ
180 12,395.44 1
13.990 146.83 5
13.490 146.83
X'XXXXXX XX 00000 1 03/27/02 00
0433879483 03 05/01/02 0
2307267 O 04/01/17
0
7308099 X20/R44 F 16,357.00 ZZ
180 16,351.00 1
13.990 193.68 10
13.490 193.68
XXXXXXX XX 00000 1 03/29/02 00
0433884228 05 05/01/02 0
2307412 O 04/01/17
0
7308101 X20/R44 F 18,937.00 ZZ
180 18,930.04 1
13.990 224.23 10
13.490 224.23
XXXXXXXX XX 00000 1 03/28/02 00
0433873866 03 05/01/02 0
1
2307452 O 04/01/17
0
7308103 X20/R44 F 20,898.00 ZZ
180 20,890.33 1
13.990 247.45 15
13.490 247.45
XXXX XXXXX XX 00000 1 03/29/02 00
0433871027 05 05/01/02 0
2307484 O 04/01/17
0
7308105 X20/R44 F 21,000.00 ZZ
180 20,992.29 1
13.990 248.66 10
13.490 248.66
XXXXXXXXXX XX 00000 1 03/28/02 00
0433877453 05 05/01/02 0
2307506 O 04/01/17
0
7308107 X20/R44 F 19,500.00 ZZ
180 19,435.18 1
13.990 259.56 16
13.490 259.56
XXXXXXX XXXXXXX XX 00000 1 03/28/02 00
0433879665 05 05/01/02 0
2312000 O 04/01/17
0
7308109 X20/R44 F 14,050.00 ZZ
180 14,010.82 1
13.990 166.36 10
13.490 166.36
XXXXXXX XX 00000 1 03/29/02 00
0433881034 05 05/01/02 0
2312048 O 04/01/17
0
7308111 X20/R44 F 43,200.00 ZZ
180 43,180.09 1
12.990 477.54 20
12.490 477.54
XXXXX XX 00000 1 03/25/02 00
0433867801 03 05/01/02 0
2312075 O 04/01/17
0
1
7308113 X20/R44 F 11,250.00 ZZ
180 11,245.87 1
13.990 133.21 15
13.490 133.21
XXXX XXXXX XX 00000 1 03/28/02 00
0433870854 05 05/01/02 0
2312079 O 04/01/17
0
7308115 X20/R44 F 10,000.00 ZZ
180 9,966.75 1
13.990 133.11 16
13.490 133.11
XXXXXX XX 00000 1 03/15/02 00
0433871126 05 05/01/02 0
2316182 O 04/01/17
0
7308119 X20/R44 F 19,500.00 ZZ
180 19,492.84 1
13.990 230.90 15
13.490 230.90
XXXXXXXXX XX 00000 1 03/25/02 00
0433885308 05 05/01/02 0
2316280 O 04/01/17
0
7308121 X20/R44 F 16,820.00 ZZ
180 16,813.83 1
13.990 199.16 10
13.490 199.16
FT XXXXX XX 00000 1 03/29/02 00
0433875499 05 05/01/02 0
2316419 O 04/01/17
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1
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0
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0
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1
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1
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0
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0
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0
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1
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7319905 E22/G02 F 45,000.00 ZZ
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7319907 E22/G02 F 136,000.00 ZZ
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0
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LACEY WA 98516 5 04/02/02 00
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ROSCOMMON MI 48653 5 04/05/02 23
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LINCOLN PARK MI 48146 5 01/30/02 00
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SCOTTSDALE AZ 85257 5 03/19/02 00
0433898988 05 05/01/02 0
1000938595 O 04/01/17
0
7435225 S61/G02 F 92,800.00 ZZ
180 92,297.89 1
8.780 929.13 80
8.530 929.13
KING GEORGE VA 22485 5 04/05/02 34
0433894904 27 05/10/02 0
MA2002-04020 O 04/10/17
0
1
7437589 W69/R44 F 63,000.00 ZZ
360 62,948.05 1
10.350 569.24 90
9.850 569.24
MIDWEST CITY OK 73110 5 03/13/02 23
0433882321 05 05/01/02 0
242407141 O 04/01/32
0
7437591 W69/R44 F 54,000.00 ZZ
180 53,686.56 1
7.990 515.75 72
7.490 515.75
KNOXVILLE TN 37921 1 03/25/02 00
0433897972 05 05/01/02 0
240104871 O 04/01/17
0
7437593 W69/R44 F 37,500.00 ZZ
120 37,108.56 1
8.890 472.81 31
8.390 472.81
MIDLOTHIAN VA 23113 5 03/26/02 00
0433897535 05 05/01/02 0
241311126 O 04/01/12
0
7437595 W69/G02 F 84,000.00 ZZ
360 83,890.29 1
8.150 625.17 80
7.900 625.17
SALT LAKE CITY UT 84107 5 03/18/02 00
0433899549 05 05/01/02 0
242506954 O 04/01/32
0
7437597 W69/R44 F 75,417.00 ZZ
360 75,349.26 1
9.950 659.06 87
9.450 659.06
AUGUSTA KS 67010 2 03/26/02 23
0433894458 05 05/01/02 0
244607017 O 04/01/32
0
7437601 W69/R44 F 29,750.00 ZZ
360 29,723.51 1
9.990 260.86 85
9.490 260.86
1
PARK HILLS MO 63601 2 03/12/02 23
0433888971 05 05/01/02 0
240611199 O 04/01/32
0
7437605 W69/G02 F 73,100.00 ZZ
240 72,835.15 1
7.500 588.89 85
7.250 588.89
PALMYRA MO 63461 5 03/12/02 23
0433889151 05 05/01/02 0
240611241 O 04/01/22
0
7437607 W69/G02 F 65,300.00 ZZ
360 65,200.80 1
7.400 452.13 80
7.150 452.13
SPRINGFIELD MO 65802 5 03/25/02 34
0433897386 05 05/01/02 0
244607095 O 04/01/32
0
7437609 W69/G02 F 68,000.00 ZZ
180 67,437.12 1
8.600 673.62 80
8.350 673.62
UNIVERSAL CITY TX 78148 5 03/06/02 34
0433896594 05 04/11/02 0
255705570 O 03/11/17
0
7437611 W69/G02 F 106,200.00 ZZ
180 105,575.35 1
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MEMPHIS TN 38116 5 03/15/02 34
0433896909 05 05/01/02 0
243608843 O 04/01/17
0
7437617 W69/G02 F 107,220.00 ZZ
360 107,114.10 1
9.500 901.57 80
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MCCOMB MS 39648 5 03/22/02 34
0433892122 05 05/01/02 0
242912418 O 04/01/32
0
1
7437619 W69/G02 F 41,035.20 ZZ
360 40,980.14 1
9.990 359.82 86
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FOUNTAIN INN SC 29644 5 03/21/02 34
0433884459 05 05/01/02 0
244507028 O 04/01/32
0
7437621 W69/R44 F 87,435.00 ZZ
360 87,274.73 1
11.250 849.23 85
10.750 849.23
GARLAND TX 75040 2 03/19/02 34
0433895273 05 05/01/02 0
243309226 O 04/01/32
0
7437623 W69/R44 F 90,000.00 ZZ
360 89,901.29 1
9.000 724.17 79
8.500 724.17
CLARENCE IA 52216 5 03/14/02 00
0433884780 05 05/01/02 0
240912010 O 04/01/32
0
7437625 W69/R44 F 48,650.00 ZZ
240 48,479.62 1
10.990 501.83 70
10.490 501.83
EMPORIA KS 66801 5 03/05/02 34
0433888823 05 04/11/02 0
244606633 O 03/11/22
0
7437627 W69/G02 F 31,000.00 ZZ
180 30,758.95 1
9.300 319.98 69
9.050 319.98
OAKDALE TN 37829 5 03/11/02 00
0433897154 05 04/15/02 0
240104952 O 03/15/17
0
7437629 W69/G02 F 86,000.00 ZZ
360 85,797.49 1
1
7.250 586.68 43
7.000 586.68
EVERETT WA 98208 5 03/11/02 00
0433891645 05 04/15/02 0
240208126 O 03/15/32
0
7437631 W69/R44 F 60,000.00 ZZ
360 59,946.58 1
9.990 526.10 59
9.490 526.10
ORANGEBURG SC 29115 5 03/15/02 00
0433889243 05 05/01/02 0
244507430 O 04/01/32
0
7437633 W69/R44 F 27,784.25 ZZ
360 27,657.65 1
9.650 236.68 86
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HELENA AR 72342 5 03/20/02 34
0433897436 05 05/01/02 0
256302888 O 04/01/32
0
7437635 W69/G02 F 35,535.00 ZZ
120 35,024.86 1
10.500 479.50 57
10.250 479.50
BEAUFORT SC 29902 5 03/06/02 00
0433893641 05 04/11/02 0
244507027 O 03/11/12
0
7437637 W69/G02 F 60,500.00 ZZ
300 60,315.50 1
8.250 477.02 76
8.000 477.02
BOWMAN SC 29018 5 03/08/02 34
0433891595 05 04/13/02 0
244507111 O 03/13/27
0
7437645 W69/R44 F 54,000.00 ZZ
180 53,364.36 1
9.990 579.96 53
9.490 579.96
NORTH LITTLE RO AR 72118 5 03/08/02 00
0433885316 05 04/13/02 0
1
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7437647 W69/G02 F 49,580.00 ZZ
360 49,489.24 1
8.500 381.23 86
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KENNA WV 25248 5 03/11/02 34
0433896826 05 04/15/02 0
243508142 O 03/15/32
0
7437651 W69/R44 F 66,682.00 ZZ
240 66,517.79 1
10.550 667.99 86
10.050 667.99
HAMPTON SC 29924 5 03/22/02 34
0433882651 05 05/01/02 0
244507523 O 04/01/22
0
7437655 W69/G02 F 90,000.00 ZZ
180 89,415.11 1
8.250 873.13 75
8.000 873.13
WILLIS TX 77378 5 03/21/02 34
0433885910 05 05/01/02 0
254800702 O 04/01/17
0
7437661 W69/G02 F 63,200.00 ZZ
360 62,957.41 1
10.950 599.49 80
10.700 599.49
TROUP TX 75789 5 03/01/02 34
0433897832 05 04/06/02 0
255108819 O 03/06/32
0
7437663 W69/G02 F 47,558.00 ZZ
240 47,439.35 1
10.450 473.22 76
10.200 473.22
MILWAUKEE WI 53212 5 03/26/02 00
0433898186 05 05/01/02 0
244805233 O 04/01/22
0
1
7437665 W69/R44 F 58,500.00 ZZ
360 58,421.54 1
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9.490 512.95
EL RENO OK 73036 5 03/01/02 34
0433894383 05 04/12/02 0
242406693 O 03/12/32
0
7437667 W69/R44 F 76,000.00 ZZ
360 75,897.21 1
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9.450 664.15
GRAND PRAIRIE TX 75051 5 03/05/02 34
0433888997 05 04/11/02 0
255307194 O 03/11/32
0
7437671 W69/G02 F 52,000.00 ZZ
360 51,936.76 1
8.500 399.84 56
8.250 399.84
SHREVEPORT LA 71105 5 03/12/02 00
0433892783 05 05/01/02 0
256203267 O 04/01/32
0
7437673 W69/G02 F 35,000.00 ZZ
120 34,634.85 1
8.900 441.48 58
8.650 441.48
KATY TX 77493 5 03/18/02 00
0433888252 03 05/01/02 0
255804376 O 04/01/12
0
7437675 W69/G02 F 78,400.00 ZZ
120 77,168.59 1
8.900 988.91 80
8.650 988.91
APACHE JCT AZ 85220 5 03/11/02 34
0433889292 05 04/15/02 0
242809050 O 03/15/12
0
7437677 W69/R44 F 97,650.00 ZZ
180 97,120.20 1
8.750 975.97 57
8.250 975.97
1
HAMPTON VA 23663 5 03/15/02 00
0433888856 05 05/01/02 0
241310575 O 04/01/17
0
7437679 W69/R44 F 34,000.00 ZZ
360 33,969.71 1
9.990 298.13 45
9.490 298.13
WICHITA KS 67218 5 03/12/02 00
0433888492 05 05/01/02 0
244606654 O 04/01/32
0
7437681 W69/R44 F 68,000.00 ZZ
240 67,650.91 1
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DAWSONVILLE GA 30534 5 03/04/02 00
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241508074 O 03/08/22
0
7437683 W69/R44 F 36,450.00 ZZ
180 36,164.01 1
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8.700 374.05
MORRIS CHAPEL TN 38361 2 03/11/02 00
0433885035 05 04/15/02 0
240305662 O 03/15/17
0
7437685 W69/G02 F 72,000.00 ZZ
360 71,874.80 1
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8.500 566.43
SUGAR LAND TX 77478 1 03/01/02 34
0433897998 03 04/06/02 0
254800605 O 03/06/32
0
7437687 W69/G02 F 34,300.00 ZZ
180 34,128.39 1
9.650 361.29 80
9.400 361.29
ROLFE IA 50581 5 03/26/02 00
0433883006 05 05/01/02 0
240912142 O 04/01/17
0
1
7437689 W69/R44 F 90,400.00 ZZ
360 90,339.98 1
11.350 884.90 80
10.850 884.90
KENOSHA WI 53140 1 03/21/02 00
0433881802 05 05/01/02 0
244805295 O 04/01/32
0
7437691 W69/R44 F 40,000.00 ZZ
360 39,926.77 1
8.500 307.57 61
8.000 307.57
PRICE UT 84501 5 03/11/02 00
0433898301 05 04/15/02 0
242506910 O 03/15/32
0
7437707 W69/G02 F 68,130.00 ZZ
240 67,918.63 1
8.750 602.08 90
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TULSA OK 74106 5 03/15/02 34
0433894128 05 05/01/02 0
242702932 O 04/01/22
0
7437709 W69/G02 F 46,000.00 ZZ
180 45,603.78 1
8.150 443.60 55
7.900 443.60
SIGNAL MOUNTAIN TN 37377 5 03/07/02 00
0433894284 05 04/12/02 0
240305659 O 03/12/17
0
7437711 W69/G02 F 32,850.00 ZZ
180 32,717.70 1
11.990 394.05 90
11.740 394.05
WICHITA KS 67214 2 03/26/02 34
0433891694 05 05/01/02 0
244606589 O 04/01/17
0
7437713 W69/G02 F 51,300.00 ZZ
360 51,263.15 1
1
10.990 488.16 90
10.740 488.16
JACKSON MS 39209 5 03/22/02 23
0433894698 05 05/01/02 0
242912522 O 04/01/32
0
7437717 W69/G02 F 42,530.30 ZZ
360 42,413.86 1
9.650 362.29 91
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AMERICUS GA 31709 2 03/14/02 34
0433898111 05 05/01/02 0
241409330 O 04/01/32
0
7437721 W69/G02 F 37,000.00 ZZ
120 36,421.73 1
8.990 468.51 64
8.740 468.51
BURLESON TX 76028 5 03/08/02 00
0433896123 05 04/13/02 0
254901772 O 03/13/12
0
7440352 W50/G02 F 120,000.00 ZZ
360 119,773.30 1
9.750 1,030.99 79
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MINNEAPOLIS MN 55412 5 01/24/02 34
0433712031 05 03/01/02 0
0020081 O 02/01/32
0
7440502 313/G02 F 38,400.00 ZZ
360 38,329.34 1
9.875 333.45 85
9.625 333.45
MAYWOOD IL 60153 1 02/04/02 11
0433798584 05 03/01/02 12
0008526113 O 02/01/32
0
7440554 Q87/R44 F 32,400.00 ZZ
240 32,270.77 1
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ASHLAND AL 36251 5 02/20/02 34
0433722865 05 04/01/02 0
1
CRDO03 O 03/01/22
0
7442952 W47/G02 F 62,000.00 ZZ
180 61,211.64 1
9.600 651.17 48
9.350 651.17
OAK CREEK WI 53154 5 01/16/02 00
0433733060 05 02/22/02 0
W1011206 O 01/22/17
0
7443455 X20/R44 F 60,750.00 ZZ
360 60,594.12 1
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STARKVILLE MS 39759 2 10/05/01 00
0433907763 05 12/01/01 0
197931 O 11/01/31
0
7443461 X20/R44 F 61,600.00 ZZ
360 61,509.77 1
11.375 604.15 70
10.875 604.15
DALLAS TX 75241 5 01/08/02 00
0433886140 05 03/01/02 0
315841 N 02/01/32
0
7443465 X20/R44 F 55,000.00 ZZ
180 54,967.47 1
11.875 560.45 85
11.375 560.45
TURPIN OK 73950 1 03/15/02 23
0433893393 05 05/01/02 0
316182 O 04/01/17
0
7443473 X20/R44 F 70,200.00 ZZ
360 70,154.93 1
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NASHVILLE TN 37206 1 03/28/02 23
0433885043 05 05/01/02 0
326323 O 04/01/32
0
1
7443617 X20/R44 F 48,285.00 ZZ
360 48,184.76 1
9.300 398.98 15
8.800 398.98
BRENTWOOD TN 37027 1 01/31/02 00
0433891181 03 03/01/02 0
215426 O 02/01/32
0
7443619 X20/R44 F 12,600.00 ZZ
180 12,591.25 1
12.990 139.28 20
12.490 139.28
ARKOMA OK 74901 1 02/06/02 00
0433891215 05 04/01/02 0
2316068 O 03/01/17
0
7447075 E22/R44 F 30,000.00 ZZ
180 29,925.63 1
11.625 352.84 31
11.125 352.84
SALT LAKE CITY UT 84118 5 04/08/02 00
0413714965 05 06/01/02 0
0413714965 O 05/01/17
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7447127 E22/R44 F 51,750.00 ZZ
180 51,620.78 1
9.625 544.30 75
9.125 544.30
OPP AL 36467 5 04/03/02 34
0413827353 05 06/01/02 0
0413827353 O 05/01/17
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7447159 E22/G02 F 78,000.00 ZZ
360 77,955.12 1
8.750 613.63 65
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POMPANO BEACH FL 33069 5 04/08/02 00
0413849977 06 06/01/02 0
0413849977 O 05/01/32
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7447213 E22/G02 F 61,200.00 ZZ
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NORTH RICHLAND TX 76180 1 04/12/02 34
0413881913 05 06/01/02 0
0413881913 N 05/01/32
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7447225 E22/R44 F 46,750.00 ZZ
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0
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1
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360 50,957.76 1
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0
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180 34,148.29 1
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XXXX XXXXXXXXX XX 00000 1 04/01/02 00
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0
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0
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XX XXXXX XX 00000 5 03/26/02 00
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0
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1
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0
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0
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180 57,330.20 1
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0
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180 55,753.02 1
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0
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0
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180 66,230.52 1
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1
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0
7450261 W89/R44 F 55,000.00 ZZ
180 54,698.26 1
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0
7450263 W89/R44 F 59,800.00 ZZ
180 59,737.76 1
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0
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180 32,965.65 1
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0
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180 53,212.98 1
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0
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360 109,419.64 1
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0
1
7450293 W42/R44 F 112,500.00 ZZ
240 112,036.58 1
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0
7450297 W42/G02 F 68,250.00 ZZ
360 68,134.36 1
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0433915436 05 04/29/02 0
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0
7450301 W42/G02 F 200,000.00 ZZ
360 199,593.89 1
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7.740 1,466.14
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0433907433 05 04/29/02 0
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0
7450345 W09/R44 F 52,470.00 ZZ
360 52,433.21 1
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0
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180 67,097.53 1
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0
7452396 P48/G02 F 104,000.00 ZZ
360 103,823.80 1
1
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0
7453913 J40/R44 F 60,750.00 ZZ
360 60,585.89 1
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XXXXXXX XXXXX XX 00000 1 12/04/01 34
0433950342 05 02/01/02 0
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0
7454239 W78/R44 F 44,000.00 ZZ
360 43,982.51 1
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10.000 402.49
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0
7455617 Q64/R44 F 18,000.00 ZZ
180 17,943.06 1
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0
7455637 Q64/R44 F 12,600.00 ZZ
360 12,595.88 1
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0
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360 37,987.58 1
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1
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0
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360 26,976.00 1
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0
7455661 Q64/R44 F 29,150.00 ZZ
360 29,140.48 1
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0
7455663 Q64/G02 F 116,700.00 ZZ
360 116,596.31 1
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0
7455669 Q64/R44 F 19,950.00 ZZ
360 19,943.48 1
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0
7455675 Q64/G02 F 37,350.00 ZZ
180 37,177.13 1
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0
1
7455699 Q64/R44 F 34,150.00 ZZ
360 34,078.12 1
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0
7455709 Q64/R44 F 15,050.00 ZZ
360 15,045.07 1
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0
7456279 W78/R44 F 48,000.00 ZZ
360 47,980.40 1
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0
7459770 W47/R44 F 72,100.00 ZZ
360 71,969.42 1
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LUCK WI 54853 1 01/30/02 00
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0
7464370 Q87/R44 F 60,000.00 ZZ
180 59,561.67 1
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0
7464801 K52/G02 F 96,000.00 ZZ
180 95,870.14 3
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1
XXXXXXXXXXXX XX 00000 1 03/13/02 00
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0
7465028 X20/R44 F 30,000.00 ZZ
180 29,964.85 1
12.990 331.63 20
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XXX XXXXX XX 00000 1 12/21/01 00
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0
7465607 Q67/R44 F 32,160.00 ZZ
180 32,146.48 1
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0433921590 05 05/01/02 0
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0
7465609 Q67/R44 F 120,800.00 ZZ
180 120,680.14 1
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XXXXXXXX XX 00000 5 03/18/02 34
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0
7465611 Q67/R44 F 82,800.00 ZZ
180 82,717.36 1
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XXXXXXXXXX XX 00000 5 03/19/02 34
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0
7465613 Q67/R44 F 30,000.00 ZZ
180 29,978.33 1
10.990 285.47 58
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XXXXXXX XX 00000 5 03/19/02 00
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56669 O 04/01/17
0
1
7465617 Q67/R44 F 63,000.00 ZZ
180 62,916.86 1
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7.600 466.68
XXXXXXXX XX 00000 5 03/07/02 00
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0
7465619 Q67/R44 F 59,500.00 ZZ
180 59,443.05 1
9.650 506.84 85
9.150 506.84
XXXXXX XX 00000 5 03/11/02 34
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56941 O 04/01/17
0
7465627 Q67/R44 F 43,500.00 ZZ
180 43,476.06 1
12.200 454.16 75
11.700 454.16
XXXXXXX XX 00000 5 03/13/02 00
0433915287 05 05/01/02 0
56958 O 04/01/17
0
7465631 Q67/R44 F 116,100.00 ZZ
180 115,935.25 1
7.740 830.96 90
7.240 830.96
XXXXXXX XX 00000 5 03/20/02 34
0433920162 05 05/01/02 0
57156 O 04/01/17
0
7465633 Q67/G02 F 30,000.00 ZZ
120 29,378.79 1
8.500 371.96 43
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XXXXXXXX XX 00000 5 03/21/02 00
0433919172 05 05/01/02 0
57118 O 04/01/12
0
7465637 Q67/G02 F 73,765.00 ZZ
180 73,725.65 1
1
12.400 781.55 39
12.150 781.55
XXXXXXX XX 00000 5 03/22/02 00
0433914850 05 05/01/02 0
57000 O 04/01/17
0
7465639 Q67/R44 F 45,000.00 ZZ
180 44,976.32 1
12.400 476.78 45
11.900 476.78
XXXXXXXX XX 00000 5 03/20/02 00
0433913662 05 05/01/02 0
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0
7465675 Q67/R44 F 47,040.00 ZZ
180 47,007.03 1
11.100 451.53 80
10.600 451.53
XXXXXXXX XX 00000 1 03/28/02 34
0433923760 05 05/01/02 0
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0
7465681 Q67/G02 F 125,000.00 ZZ
180 124,351.61 1
9.250 1,286.49 32
9.000 1,286.49
XXX XXXXXXX XX 00000 5 03/28/02 00
0433921194 05 05/01/02 0
T020368 O 04/01/17
0
7465769 Q67/R44 F 46,500.00 ZZ
180 46,470.78 1
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XXXXXXXXXX XX 00000 5 04/09/02 00
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1
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1
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0
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0
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1
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0
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0
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0
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1
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0
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0
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0
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0
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0
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1
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0
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0
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0
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0
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0
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0
1
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0
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0
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0
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0
7637645 T87/T87 F 78,000.00 ZZ
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1
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0
7637647 T87/T87 F 56,000.00 ZZ
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0
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XXX XXXXXXXXX XX 00000 5 04/05/02 00
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0
7637651 T87/T87 F 35,400.00 ZZ
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0
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0
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1
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0
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0
7637659 T87/T87 F 56,000.00 ZZ
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0
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0
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0
7637665 T87/T87 F 121,500.00 ZZ
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0
1
7637667 T87/T87 F 108,000.00 ZZ
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0
7637669 T87/T87 F 90,000.00 ZZ
360 89,958.01 1
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0
7637671 T87/T87 F 110,000.00 ZZ
360 109,935.39 1
8.650 857.53 87
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0
7637673 T87/T87 F 41,500.00 ZZ
120 41,040.29 1
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7.330 499.79
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0
7637675 T87/T87 F 148,800.00 ZZ
360 148,701.16 1
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0
7637677 T87/T87 F 45,900.00 ZZ
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1
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0
7637679 T87/T87 F 37,200.00 ZZ
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0
7637681 T87/T87 F 108,000.00 ZZ
360 107,877.81 1
8.850 857.37 80
8.350 857.37
XXXXX XX 00000 5 03/28/02 00
2020027074 05 05/02/02 0
2020027074 O 04/02/32
0
7637683 T87/T87 F 64,400.00 ZZ
360 64,374.13 1
10.450 586.69 80
9.950 586.69
PARIS KY 40361 5 03/28/02 00
2020027076 05 06/01/02 0
2020027076 O 05/01/32
0
7637685 T87/T87 F 65,600.00 ZZ
360 65,565.99 1
9.250 539.68 80
8.750 539.68
CHILLICOTHE OH 45601 5 04/05/02 00
2020027087 05 06/01/02 0
2020027087 O 05/01/32
0
7637687 T87/T87 F 60,800.00 ZZ
180 60,778.55 1
11.050 581.32 80
10.550 581.32
BROOKVILLE OH 45309 5 03/29/02 00
2020027090 09 06/01/02 0
2020027090 O 05/01/17
0
1
7637689 T87/T87 F 130,400.00 ZZ
360 130,313.39 1
8.050 961.38 80
7.550 961.38
GLENWOOD IL 60425 2 04/09/02 00
2020027097 05 06/01/02 0
2020027097 O 05/01/32
0
7637691 T87/T87 F 32,600.00 ZZ
180 32,588.25 1
10.950 309.23 20
10.450 309.23
GLENWOOD IL 60425 5 04/09/02 00
2020027100 05 06/01/02 0
2020027100 O 05/01/17
0
7637693 T87/T87 F 19,785.00 ZZ
180 19,738.35 1
10.250 215.65 35
9.750 215.65
FRAZEYSBURG OH 43822 5 04/04/02 00
2020027102 05 06/01/02 0
2020027102 O 05/01/17
0
7637695 T87/T87 F 150,500.00 ZZ
360 150,426.75 1
9.550 1,270.98 80
9.050 1,270.98
LAKE ST LOUIS MO 63367 5 04/11/02 00
2020027105 05 06/01/02 0
2020027105 O 05/01/32
0
7637697 T87/T87 F 81,500.00 ZZ
240 81,338.79 1
12.200 908.78 34
11.700 908.78
GRANVILLE OH 43023 5 04/08/02 00
2020027106 05 05/15/02 0
2020027106 O 04/15/22
0
7637699 T87/T87 F 21,000.00 ZZ
120 20,892.40 1
1
9.150 267.73 34
8.650 267.73
PEORIA IL 61604 5 04/04/02 00
2020027107 05 06/01/02 0
2020027107 O 05/01/12
0
7637701 T87/T87 F 55,800.00 ZZ
360 55,769.84 1
9.050 450.99 90
8.550 450.99
WILMORE KY 40390 5 04/13/02 23
2020027108 05 06/01/02 0
2020027108 O 05/01/32
0
7637703 T87/T87 F 67,500.00 ZZ
180 67,336.39 1
9.950 723.30 90
9.450 723.30
PEORIA IL 61604 5 04/17/02 23
2020027153 05 06/01/02 0
2020027153 O 05/01/17
0
7637705 T87/T87 F 69,600.00 ZZ
120 69,245.39 1
9.250 891.11 80
8.750 891.11
BARTONVILLE IL 61607 2 04/11/02 00
2020027163 05 06/01/02 0
2020027163 O 05/01/12
0
7637707 T87/T87 F 44,900.00 ZZ
120 44,652.51 1
7.850 541.21 57
7.350 541.21
COLUMBUS OH 43228 5 04/09/02 00
2020027164 05 06/01/02 0
2020027164 O 05/01/12
0
7637709 T87/T87 F 42,900.00 ZZ
240 42,861.62 1
12.900 499.56 15
12.400 499.56
BARDSTOWN KY 40004 5 04/10/02 00
2020027179 05 06/01/02 0
1
2020027179 O 05/01/22
0
7637711 T87/T87 F 88,747.00 ZZ
360 88,696.98 1
8.850 704.53 80
8.350 704.53
CARROLLTON TX 75007 5 04/15/02 00
2020027182 05 06/01/02 0
2020027182 O 05/01/32
0
7637713 T87/T87 F 37,000.00 ZZ
180 36,982.18 1
9.600 313.82 68
9.100 313.82
DECATUR IL 62526 5 04/15/02 00
2020027183 05 06/01/02 0
2020027183 O 05/01/17
0
7637715 T87/T87 F 70,500.00 ZZ
360 70,468.81 1
10.000 618.69 89
9.500 618.69
WINCHESTER KY 40391 5 04/10/02 23
2020027184 05 06/01/02 0
2020027184 O 05/01/32
0
7637717 T87/T87 F 45,050.00 ZZ
360 45,033.03 1
10.750 420.54 85
10.250 420.54
CRESCENT OK 73028 5 04/17/02 23
2020027195 05 06/01/02 0
2020027195 O 05/01/32
0
7637719 T87/T87 F 101,000.00 ZZ
360 100,947.08 1
9.200 827.25 78
8.700 827.25
SARDINIA OH 45171 5 04/17/02 00
2020027200 05 06/01/02 0
2020027200 O 05/01/32
0
1
7637721 T87/T87 F 37,200.00 ZZ
240 37,153.19 1
10.350 367.66 80
9.850 367.66
PEORIA IL 61603 5 04/18/02 00
2020027201 05 06/01/02 0
2020027201 N 05/01/22
0
7637723 T87/T87 F 40,000.00 ZZ
180 39,897.12 1
9.300 412.88 67
8.800 412.88
RICHWOOD OH 43344 5 04/12/02 00
2020027209 05 06/01/02 0
2020027209 O 05/01/17
0
7637727 T87/T87 F 75,650.00 ZZ
360 75,627.12 1
11.750 763.62 91
11.250 763.62
BIRMINGHAM AL 35211 5 04/04/02 23
3030020995 05 06/01/02 0
3030020995 O 05/01/32
0
7637729 T87/T87 F 165,960.00 ZZ
360 165,810.98 1
9.950 1,450.29 90
9.450 1,450.29
HAMPTON GA 30228 5 03/27/02 23
3030021026 05 05/01/02 0
3030021026 O 04/01/32
0
7637731 T87/T87 F 36,000.00 ZZ
360 35,986.59 1
10.800 337.41 90
10.300 337.41
GADSDEN AL 35903 5 04/02/02 23
3030021105 05 06/01/02 0
3030021105 O 05/01/32
0
7637733 T87/T87 F 116,000.00 ZZ
360 115,941.10 1
9.350 962.73 80
8.850 962.73
1
LENOIR NC 28645 5 04/15/02 00
3030021128 05 06/01/02 0
3030021128 O 05/01/32
0
7637735 T87/T87 F 100,800.00 ZZ
360 100,767.07 1
11.400 990.53 90
10.900 990.53
MEMPHIS TN 38134 1 04/01/02 23
3030021153 05 06/01/02 0
3030021153 O 05/01/32
0
7637737 T87/T87 F 81,600.00 ZZ
360 81,545.24 1
8.000 598.76 80
7.500 598.76
LOUISVILLE KY 40216 2 04/05/02 00
3030021160 05 06/01/02 0
3030021160 O 05/01/32
0
7637739 T87/T87 F 20,400.00 ZZ
180 20,392.40 1
10.800 191.20 20
10.300 191.20
LOUISVILLE KY 40216 5 04/05/02 00
3030021162 05 06/01/02 0
3030021162 O 05/01/17
0
7637741 T87/T87 F 71,000.00 ZZ
360 70,609.69 1
7.800 511.11 45
7.300 511.11
OVIEDO FL 32765 5 03/21/02 00
3030021171 03 05/01/02 0
3030021171 O 04/01/32
0
7637743 T87/T87 F 39,200.00 ZZ
300 39,174.91 1
10.950 382.79 20
10.450 382.79
HILTON HEAD ISL SC 29926 1 04/11/02 00
3030021175 05 06/15/02 0
3030021175 O 05/15/27
0
1
7637745 T87/T87 F 21,600.00 ZZ
180 21,591.99 1
13.950 255.08 20
13.450 255.08
RUSSELLVILLE KY 42276 5 03/27/02 00
3030021188 05 05/01/02 0
3030021188 O 04/01/17
0
7637747 T87/T87 F 139,680.00 ZZ
360 139,615.52 1
9.800 1,205.20 85
9.300 1,205.20
DENHAM SPRINGS LA 70726 5 04/03/02 23
3030021199 05 06/01/02 0
3030021199 O 05/01/32
0
7637749 T87/T87 F 110,925.00 ZZ
360 110,777.15 1
8.050 817.80 85
7.550 817.80
LADSON SC 29456 5 03/22/02 23
3030021201 05 05/01/02 0
3030021201 O 04/01/32
0
7637751 T87/T87 F 121,600.00 ZZ
360 121,544.45 1
9.850 1,053.68 80
9.350 1,053.68
FLORENCE AL 35633 5 03/28/02 00
3030021208 05 06/01/02 0
3030021208 O 05/01/32
0
7637753 T87/T87 F 100,000.00 ZZ
360 99,930.12 1
7.800 719.88 80
7.300 719.88
LOUISVILLE KY 40245 1 03/29/02 00
3030021224 05 06/01/02 0
3030021224 O 05/01/32
0
7637755 T87/T87 F 25,000.00 ZZ
240 24,974.03 1
1
11.800 271.80 20
11.300 271.80
LOUISVILLE KY 40245 1 03/29/02 00
3030021226 05 06/01/02 0
3030021226 O 05/01/22
0
7637757 T87/T87 F 46,750.00 ZZ
360 46,729.97 1
10.150 415.46 85
9.650 415.46
LOUISVILLE KY 40210 5 04/12/02 23
3030021247 05 06/01/02 0
3030021247 N 05/01/32
0
7637759 T87/T87 F 23,662.00 ZZ
180 23,655.15 1
11.950 242.48 20
11.450 242.48
MYRTLE BEACH SC 29577 1 04/12/02 00
3030021254 05 06/01/02 0
3030021254 O 05/01/17
0
7637761 T87/T87 F 64,500.00 ZZ
240 64,408.23 1
9.400 597.02 68
8.900 597.02
SHREVEPORT LA 71104 5 03/28/02 00
3030021266 05 06/01/02 0
3030021266 O 05/01/22
0
7637763 T87/T87 F 54,000.00 ZZ
240 53,941.62 1
11.500 575.88 20
11.000 575.88
MARIETTA GA 30068 5 04/01/02 00
3030021267 05 06/01/02 0
3030021267 O 05/01/22
0
7637765 T87/T87 F 50,000.00 ZZ
240 49,946.66 1
11.600 536.67 20
11.100 536.67
METAIRIE LA 70002 5 03/28/02 00
3030021272 05 06/01/02 0
1
3030021272 O 05/01/22
0
7637767 T87/T87 F 105,000.00 ZZ
360 104,926.63 1
7.800 755.87 70
7.300 755.87
WARTBURG TN 37887 5 04/05/02 00
3030021278 05 06/01/02 0
3030021278 O 05/01/32
0
7637769 T87/T87 F 84,550.00 ZZ
360 84,508.40 1
9.500 710.95 95
9.000 710.95
IUKA MS 38852 5 04/03/02 23
3030021292 05 06/01/02 0
3030021292 O 05/01/32
0
7637771 T87/T87 F 106,500.00 ZZ
360 106,448.16 1
9.550 899.40 90
9.050 899.40
PLEASANT GROVE AL 35127 5 04/04/02 23
3030021293 05 06/01/02 0
3030021293 O 05/01/32
0
7637773 T87/T87 F 76,000.00 ZZ
180 75,808.05 1
9.500 793.62 80
9.000 793.62
BIRMINGHAM AL 35222 5 04/05/02 00
3030021298 05 06/01/02 0
3030021298 O 05/01/17
0
7637775 T87/T87 F 37,200.00 ZZ
360 37,177.92 1
8.600 288.68 80
8.100 288.68
CAIRO GA 31728 5 04/08/02 00
3030021307 05 06/01/02 0
3030021307 O 05/01/32
0
1
7637777 T87/T87 F 150,000.00 T
360 149,910.98 1
8.600 1,164.02 85
8.100 1,164.02
DESTIN FL 32541 5 04/03/02 23
3030021317 01 06/01/02 0
3030021317 O 05/01/32
0
7637779 T87/T87 F 120,000.00 ZZ
360 119,930.95 1
8.750 944.05 79
8.250 944.05
NASHVILLE TN 37203 5 03/29/02 00
3030021318 05 06/01/02 0
3030021318 O 05/01/32
0
7637783 T87/T87 F 66,400.00 ZZ
360 66,372.15 1
10.250 595.02 80
9.750 595.02
CHUNCHULA AL 36521 5 04/01/02 00
3030021322 05 06/01/02 0
3030021322 O 05/01/32
0
7637785 T87/T87 F 114,300.00 ZZ
360 114,246.67 1
9.750 982.02 90
9.250 982.02
BROOKHAVEN MS 39601 1 04/05/02 23
3030021330 05 06/01/02 0
3030021330 O 05/01/32
0
7637787 T87/T87 F 72,200.00 ZZ
360 72,166.32 1
9.750 620.31 95
9.250 620.31
MONTGOMERY AL 36111 5 04/01/02 23
3030021331 05 06/01/02 0
3030021331 O 05/01/32
0
7637789 T87/T87 F 55,800.00 ZZ
240 55,730.69 1
10.450 555.23 90
9.950 555.23
1
LEESVILLE LA 71446 5 04/02/02 23
3030021341 05 06/01/02 0
3030021341 O 05/01/22
0
7637791 T87/T87 F 70,200.00 ZZ
360 70,172.99 1
10.650 650.04 90
10.150 650.04
PENSACOLA FL 32505 5 04/04/02 23
3030021342 05 06/01/02 0
3030021342 O 05/01/32
0
7637793 T87/T87 F 19,101.00 ZZ
180 19,095.94 1
12.350 201.64 30
11.850 201.64
SHEFFIELD AL 35660 5 04/02/02 00
3030021348 05 06/01/02 0
3030021348 O 05/01/17
0
7637795 T87/T87 F 68,400.00 ZZ
240 68,312.23 1
10.200 669.17 90
9.700 669.17
PORT ST LUCIE FL 34983 5 04/12/02 23
3030021352 05 06/01/02 0
3030021352 N 05/01/22
0
7637797 T87/T87 F 14,500.00 ZZ
180 14,495.65 1
11.800 146.93 20
11.300 146.93
JACKSONVILLE FL 32244 1 04/05/02 00
3030021353 05 06/01/02 0
3030021353 O 05/01/17
0
7637799 T87/T87 F 97,600.00 ZZ
180 97,374.08 1
10.450 1,075.85 80
9.950 1,075.85
RIVERDALE GA 30296 5 04/16/02 00
3030021355 05 06/01/02 0
3030021355 O 05/01/17
0
1
7637801 T87/T87 F 245,000.00 ZZ
360 244,846.15 1
8.325 1,853.54 64
7.825 1,853.54
BIRMINGHAM AL 35213 5 04/10/02 00
3030021356 05 06/01/02 0
3030021356 O 05/01/32
0
7637803 T87/T87 F 74,700.00 ZZ
360 74,662.47 1
9.400 622.68 90
8.900 622.68
JEFFERSONVILLE KY 40337 5 04/04/02 23
3030021360 05 06/01/02 0
3030021360 O 05/01/32
0
7637805 T87/T87 F 103,500.00 ZZ
360 103,427.68 1
7.800 745.07 77
7.300 745.07
METAIRIE LA 70003 5 04/03/02 00
3030021367 05 06/01/02 0
3030021367 O 05/01/32
0
7637807 T87/T87 F 47,350.00 ZZ
180 47,236.80 1
10.100 511.73 82
9.600 511.73
ALBERTVILLE AL 35951 5 04/06/02 23
3030021370 05 06/01/02 0
3030021370 O 05/01/17
0
7637809 T87/T87 F 27,950.00 ZZ
120 27,824.16 1
11.400 391.37 65
10.900 391.37
BATON ROUGE LA 70807 5 04/03/02 00
3030021372 05 06/01/02 0
3030021372 O 05/01/12
0
7637811 T87/T87 F 100,000.00 ZZ
360 99,932.90 1
1
8.000 733.77 85
7.500 733.77
GALLATIN TN 37066 5 04/03/02 23
3030021383 05 06/01/02 0
3030021383 O 05/01/32
0
7637813 T87/T87 F 80,750.00 ZZ
240 80,610.33 1
7.850 667.91 85
7.350 667.91
SATSUMA AL 36572 5 04/05/02 23
3030021388 05 06/01/02 0
3030021388 O 05/01/22
0
7637815 T87/T87 F 72,000.00 ZZ
360 71,966.76 1
9.800 621.24 90
9.300 621.24
NORTH VERNON IN 47265 5 04/16/02 23
3030021392 05 06/01/02 0
3030021392 O 05/01/32
0
7637817 T87/T87 F 40,000.00 ZZ
360 39,983.22 1
10.250 358.45 80
9.750 358.45
NORTH VERNON IN 47265 5 04/16/02 00
3030021394 05 06/01/02 0
3030021394 N 05/01/32
0
7637819 T87/T87 F 198,000.00 ZZ
360 197,861.65 1
7.800 1,425.35 90
7.300 1,425.35
FREDERICKSBURG VA 22407 5 04/15/02 23
3030021397 05 06/01/02 0
3030021397 O 05/01/32
0
7637821 T87/T87 F 22,600.00 ZZ
180 22,595.64 1
13.750 263.32 20
13.250 263.32
TAYLORS SC 29687 5 04/05/02 00
3030021398 05 06/01/02 0
1
3030021398 O 05/01/17
0
7637823 T87/T87 F 33,120.00 ZZ
240 33,089.75 1
12.750 382.15 20
12.250 382.15
RALEIGH NC 27615 1 04/17/02 00
3030021401 03 06/01/02 0
3030021401 O 05/01/22
0
7637825 T87/T87 F 65,296.00 ZZ
360 65,259.20 1
8.850 518.36 80
8.350 518.36
KNOXVILLE TN 37909 1 04/10/02 00
3030021405 05 06/01/02 0
3030021405 O 05/01/32
0
7637827 T87/T87 F 16,324.00 ZZ
180 16,314.60 1
8.750 128.43 20
8.250 128.43
KNOXVILLE TN 37909 1 04/10/02 00
3030021408 05 06/01/02 0
3030021408 O 05/01/17
0
7637829 T87/T87 F 238,000.00 ZZ
180 237,635.38 1
7.850 1,721.54 85
7.350 1,721.54
SPRINGFIELD VA 22150 5 04/15/02 23
3030021409 05 06/01/02 0
3030021409 O 05/01/17
0
7637831 T87/T87 F 81,000.00 ZZ
360 80,961.40 1
9.650 689.98 90
9.150 689.98
HUNTSVILLE AL 35805 5 04/05/02 23
3030021420 05 06/01/02 0
3030021420 O 05/01/32
0
1
7637833 T87/T87 F 62,400.00 ZZ
360 62,371.49 1
9.850 540.71 80
9.350 540.71
BIRMINGHAM AL 35206 5 04/05/02 00
3030021423 05 06/01/02 0
3030021423 O 05/01/32
0
7637835 T87/T87 F 15,600.00 ZZ
180 15,572.03 1
13.150 198.92 20
12.650 198.92
BIRMINGHAM AL 35206 5 04/05/02 00
3030021424 05 06/01/02 0
3030021424 O 05/01/17
0
7637837 T87/T87 F 63,200.00 ZZ
360 63,164.74 1
8.900 503.99 80
8.400 503.99
MORGANTON NC 28655 1 04/12/02 00
3030021430 05 06/01/02 0
3030021430 O 05/01/32
0
7637839 T87/T87 F 15,800.00 ZZ
300 15,792.24 1
12.450 171.69 20
11.950 171.69
MORGANTON NC 28655 1 04/12/02 00
3030021431 05 06/15/02 0
3030021431 O 05/15/27
0
7637841 T87/T87 F 80,000.00 ZZ
360 79,955.84 1
8.950 640.83 80
8.450 640.83
SMYRNA TN 37167 5 04/17/02 00
3030021434 05 06/01/02 0
3030021434 O 05/01/32
0
7637843 T87/T87 F 21,400.00 ZZ
240 21,377.32 1
11.650 230.44 20
11.150 230.44
1
NEW ALBANY IN 47150 1 04/11/02 00
3030021438 05 06/01/02 0
3030021438 O 05/01/22
0
7637845 T87/T87 F 117,500.00 ZZ
360 117,417.90 1
7.800 845.85 88
7.300 845.85
MT. JULIET TN 37122 5 04/12/02 23
3030021440 05 06/01/02 0
3030021440 O 05/01/32
0
7637847 T87/T87 F 32,000.00 ZZ
240 31,966.77 1
11.800 347.90 77
11.300 347.90
MORGAN CITY LA 70380 5 04/16/02 00
3030021458 05 06/01/02 0
3030021458 O 05/01/22
0
7637849 T87/T87 F 150,000.00 ZZ
360 149,918.06 1
9.000 1,206.94 79
8.500 1,206.94
PORT ALLEN LA 70767 5 04/16/02 00
3030021464 05 06/01/02 0
3030021464 O 05/01/32
0
7637851 T87/T87 F 17,860.00 ZZ
300 17,846.31 1
9.900 161.04 20
9.400 161.04
CANDLER NC 28715 1 04/11/02 00
3030021468 05 06/15/02 0
3030021468 O 05/15/27
0
7637853 T87/T87 F 106,400.00 ZZ
360 106,336.20 1
8.550 821.90 80
8.050 821.90
LITHONIA GA 30058 5 04/12/02 00
3030021471 05 06/01/02 0
3030021471 O 05/01/32
0
1
7637855 T87/T87 F 26,600.00 ZZ
240 26,573.65 1
12.150 295.68 20
11.650 295.68
LITHONIA GA 30058 5 04/12/02 00
3030021472 05 06/01/02 0
3030021472 O 05/01/22
0
7637857 T87/T87 F 25,000.00 ZZ
240 24,958.34 1
8.150 211.45 66
7.650 211.45
MARION KY 42064 5 04/12/02 00
3030021474 05 06/01/02 0
3030021474 N 05/01/22
0
7637859 T87/T87 F 65,500.00 ZZ
360 65,473.97 1
10.500 599.16 80
10.000 599.16
OCEAN SPRINGS MS 39565 5 04/17/02 00
3030021476 27 06/01/02 0
3030021476 O 05/01/32
0
7637861 T87/T87 F 192,100.00 ZZ
360 192,000.41 1
9.250 1,580.36 85
8.750 1,580.36
ATLANTA GA 30341 5 04/12/02 23
3030021479 05 06/01/02 0
3030021479 O 05/01/32
0
7637863 T87/T87 F 72,000.00 ZZ
360 71,950.13 1
7.843 520.49 80
7.343 520.49
KNOXVILLE TN 37923 5 04/17/02 00
3030021492 05 06/01/02 0
3030021492 O 05/01/32
0
7637865 T87/T87 F 94,500.00 ZZ
240 94,367.26 1
1
9.500 880.87 73
9.000 880.87
BATON ROUGE LA 70816 5 04/12/02 00
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3030021507 O 05/01/22
0
7637867 T87/T87 F 65,700.00 ZZ
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NEW ALBANY IN 47150 5 04/12/02 23
3030021508 05 06/01/02 0
3030021508 O 05/01/32
0
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NASHVILLE TN 37221 5 04/16/02 00
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3030021536 O 05/01/17
0
7637871 T87/T87 F 40,000.00 ZZ
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DENHAM SPRINGS LA 70726 1 04/22/02 00
3030021582 05 06/01/02 0
3030021582 O 05/01/22
0
7637875 T87/T87 F 292,000.00 ZZ
360 291,811.88 1
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BOISE ID 83709 5 04/08/02 00
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4040008333 O 05/01/32
0
7637877 T87/T87 F 57,000.00 ZZ
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LITTLETON CO 80120 5 03/18/02 00
4040008368 05 05/01/02 0
1
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7637879 T87/T87 F 71,200.00 ZZ
360 71,120.28 1
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WARNER ROBINS GA 31088 5 03/25/02 00
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0
7637881 T87/T87 F 148,000.00 ZZ
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FRESNO CA 93727 2 04/05/02 00
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4040008382 O 05/01/32
0
7637883 T87/T87 F 37,000.00 ZZ
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FRESNO CA 93727 5 04/05/02 00
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7637885 T87/T87 F 35,000.00 ZZ
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DENVER CO 80219 1 04/19/02 00
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MESA AZ 85204 5 03/29/02 00
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1
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MENIFEE CA 92584 5 04/01/02 00
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SUMNER WA 98390 1 04/12/02 00
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LOS ANGELES CA 90043 5 04/11/02 00
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BURBANK CA 91505 5 04/12/02 00
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BURBANK CA 91505 5 04/12/02 00
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FRESNO CA 93710 1 04/10/02 00
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TOLLESON AZ 85353 5 04/08/02 23
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LOS ANGELES CA 90031 5 03/30/02 23
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AMERICAN FORK UT 84003 1 04/03/02 00
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COLORADO SPRING CO 80918 5 04/16/02 00
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7637909 T87/T87 F 176,800.00 ZZ
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AURORA CO 80014 5 04/04/02 23
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0
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7637911 T87/T87 F 125,000.00 ZZ
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DRIPPING SPRING TX 78620 1 04/09/02 00
4040008483 03 06/01/02 0
4040008483 O 05/01/32
0
7637913 T87/T87 F 29,000.00 ZZ
180 28,994.21 1
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TACOMA WA 98407 5 04/10/02 00
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LEHI UT 84043 1 04/10/02 00
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7637917 T87/T87 F 23,400.00 ZZ
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SPANAWAY WA 98387 1 04/19/02 00
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7637919 T87/T87 F 64,000.00 ZZ
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RANCHO MIRAGE CA 92270 5 04/16/02 00
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7637921 T87/T87 F 113,850.00 ZZ
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1
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LITTLETON CO 80128 5 04/15/02 23
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PHOENIX AZ 85027 1 04/15/02 00
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ANAHEIM CA 92805 1 04/19/02 00
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CULLMAN AL 35057 5 03/29/02 00
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7637929 T87/T87 F 105,000.00 ZZ
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GIG HARBOR WA 98335 5 03/22/02 00
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7637931 T87/T87 F 54,800.00 ZZ
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NORWOOD NY 13668 5 03/25/02 00
6000005750 05 05/01/02 0
1
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7637933 T87/T87 F 172,000.00 ZZ
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SAYLORSBURG PA 18353 5 03/26/02 00
6000005754 05 05/01/02 0
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ALBANY GA 31707 5 04/04/02 23
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7637937 T87/T87 F 176,000.00 ZZ
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SPRING HILL FL 34609 5 04/01/02 00
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7637939 T87/T87 F 110,000.00 ZZ
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CHESTER NY 10918 5 04/02/02 00
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TWNSHP OF JEFFE PA 18444 5 04/05/02 00
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CASTLE ROCK CO 80104 5 04/04/02 00
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7637945 T87/T87 F 76,000.00 ZZ
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OSHKOSH WI 54901 5 04/08/02 00
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7637947 T87/T87 F 101,000.00 ZZ
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SEMINOLE FL 33776 5 04/01/02 00
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7637949 T87/T87 F 70,500.00 ZZ
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BRIDGEVILLE PA 15017 5 04/16/02 00
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POCONO LAKE PA 18347 5 04/12/02 23
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GAITHERSBURG MD 20878 5 04/12/02 23
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SAYLORSBURG PA 18353 5 03/26/02 00
6100001162 05 05/01/02 0
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7637957 T87/T87 F 40,740.00 ZZ
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STOUGHTON MA 02072 5 04/02/02 00
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7637959 T87/T87 F 150,000.00 ZZ
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YARMOUTH MA 02673 5 04/03/02 00
6100001201 05 06/01/02 0
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7637961 T87/T87 F 44,000.00 ZZ
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SPRING HILL FL 34609 5 04/01/02 00
6100001216 05 06/01/02 0
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7637963 T87/T87 F 120,000.00 ZZ
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ST ALBANS NY 11413 5 02/11/02 00
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DALTON GA 30721 5 03/12/02 00
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7637967 T87/T87 F 68,500.00 ZZ
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ELLINGTON NY 14732 5 03/08/02 00
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7637969 T87/T87 F 45,000.00 ZZ
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DAVENPORT IA 52802 5 02/28/02 00
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7637971 T87/T87 F 76,500.00 ZZ
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SOMERSWORTH NH 03878 5 04/08/02 23
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7637973 T87/T87 F 61,200.00 ZZ
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MADISONVILLE TN 37354 5 04/10/02 23
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NASHVILLE AR 71852 5 04/11/02 23
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7637977 T87/T87 F 150,400.00 ZZ
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BRONX NY 10459 5 04/12/02 00
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7637979 T87/T87 F 141,000.00 ZZ
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BEVERLY MA 01915 5 03/01/02 00
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7637981 T87/T87 F 142,000.00 ZZ
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SEYMOUR CT 06483 5 03/14/02 23
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STAFFORD SPRING CT 06076 5 03/07/02 00
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7637985 T87/T87 F 65,000.00 ZZ
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NEW BRITAIN CT 06053 5 03/12/02 00
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1
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7637987 T87/T87 F 30,000.00 ZZ
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WALLINGFORD CT 06492 5 04/03/02 00
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7637989 Q87/R44 F 42,750.00 ZZ
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THEODORE AL 36582 5 04/03/02 34
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QUEL01 O 04/08/22
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ANNA TX 75409 5 01/31/02 34
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WIKA02 O 02/05/32
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CENTRE AL 35960 5 03/20/02 34
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CHSH02 O 04/01/22
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CORSICANA TX 75110 1 03/22/02 34
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HOLYOKE MA 01040 5 04/22/02 00
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MA200204057 O 04/26/32
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7638493 Q87/R44 F 60,000.00 ZZ
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COTTONDALE AL 35453 5 02/25/02 00
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HATH03 O 03/01/32
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CROSBY MN 56441 5 04/19/02 00
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ORIENT OH 43146 5 03/28/02 34
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WIAN01 O 04/02/32
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CHUNCHULA AL 36521 5 03/21/02 34
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WARU01 O 04/01/17
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BRFO01 O 04/08/32
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SAN ANTONIO TX 78213 5 04/05/02 00
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CLANTON AL 35046 5 03/12/02 00
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BAY MINETTE AL 36507 5 03/08/02 34
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COJO02 O 03/13/32
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PASADENA CA 91103 5 03/20/02 34
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WOODSTOCK GA 30188 5 03/08/02 34
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HIBE01 O 03/13/32
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MANASSAS VA 20111 5 03/11/02 34
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NEWBERRY SC 29108 5 04/22/02 34
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CLANTON AL 35045 5 03/06/02 00
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CELINA OH 45822 5 03/26/02 34
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SARALAND AL 36571 5 03/28/02 34
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LATH02 O 04/02/22
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WARSAW IN 46582 5 04/22/02 00
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FALMOUTH IN 46127 5 04/18/02 34
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10809 O 05/01/32
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LUBBOCK TX 79424 5 04/04/02 34
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PALY01 O 04/09/17
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GROVE HILL AL 36451 5 03/22/02 00
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ROCHESTER NY 14620 1 04/12/02 34
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CHICAGO IL 60636 5 04/17/02 34
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GREECE NY 14468 1 03/27/02 34
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ROCHESTER NY 14626 1 01/08/02 34
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5200823100 N 02/01/32
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7639581 W53/R44 F 48,800.00 ZZ
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DALLAS TX 75216 1 03/26/02 34
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CHAPEL HILL NC 27514 5 02/21/02 34
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BURLINGTON NC 27217 5 03/15/02 34
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LIBERTY NC 27298 5 04/01/02 34
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EVERTON MO 65646 5 03/29/02 00
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OKLAHOMA CITY OK 73162 5 04/02/02 34
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COLUMBUS OH 43206 5 04/02/02 34
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EAST CLEVELAND OH 44112 1 04/03/02 34
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STATESVILLE NC 28677 5 02/26/02 34
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MIDLOTHIAN VA 23112 5 04/24/02 34
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SANFORD NC 27330 5 03/26/02 00
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APEX NC 27502 5 03/07/02 34
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0
7662213 T87/T87 F 72,000.00 ZZ
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7664389 X20/R44 F 33,600.00 ZZ
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1
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7665093 K39/G02 F 54,900.00 ZZ
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7665227 H76/R44 F 250,000.00 ZZ
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1
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0
7665485 W51/R44 F 40,000.00 ZZ
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0
7665493 X20/R44 F 49,800.00 ZZ
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0
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1
7665499 X20/R44 F 34,600.00 ZZ
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7665501 X20/R44 F 14,900.00 ZZ
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7665503 X20/R44 F 41,400.00 ZZ
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0
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0
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1
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0
7665511 X20/R44 F 18,600.00 ZZ
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0
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1
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0
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0
7665529 X20/R44 F 25,900.00 ZZ
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0
7665531 X20/R44 F 14,000.00 ZZ
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0
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0
1
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0
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0
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0
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0
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1
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0
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0
7665551 X20/R44 F 10,300.00 ZZ
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0
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0
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0
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0
1
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0
7665561 X20/R44 F 35,000.00 ZZ
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0
7665617 K39/G02 F 64,800.00 ZZ
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0
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1
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0
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0
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1
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0
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0
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0
7666173 N74/R44 F 67,000.00 ZZ
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0
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1
7666191 P34/G02 F 83,200.00 ZZ
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0
7666263 E22/G02 F 42,300.00 ZZ
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0
7666273 E22/R44 F 44,600.00 ZZ
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0
7666339 E22/R44 F 74,000.00 ZZ
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1
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0
7666359 E22/R44 F 63,200.00 ZZ
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0
7666379 E22/R44 F 138,600.00 ZZ
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0
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0
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0
7666900 W53/R44 F 22,800.00 ZZ
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0
1
7667113 J40/R44 F 48,500.00 ZZ
240 48,434.03 1
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0
7667115 H76/G02 F 272,000.00 ZZ
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0
7667171 F89/G02 F 99,000.00 ZZ
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7668835 N11/R44 F 25,600.00 ZZ
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7668899 U66/G02 F 18,000.00 ZZ
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XXXXXXX XX 00000 1 04/10/02 34
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360 56,312.00 1
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CAIRO NY 12413 1 05/02/02 34
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02002685 O 06/01/32
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7668983 N11/G02 F 72,200.00 ZZ
360 72,139.18 1
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HUNTSVILLE AL 35801 5 04/24/02 23
0433963667 05 05/29/02 0
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7668989 N11/G02 F 57,950.00 ZZ
360 57,923.67 1
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MEMPHIS TN 38127 1 05/01/02 34
0433965282 05 06/01/02 0
411043313 O 05/01/32
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1
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360 34,170.42 1
10.125 303.29 95
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GREENVILLE MS 38701 1 04/24/02 34
0433966595 05 05/24/02 0
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360 46,734.64 1
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BIRMINGHAM AL 35224 5 04/26/02 23
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360 35,121.94 1
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RUSSELLVILLE AL 35653 1 04/30/02 34
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360 51,978.20 1
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FALKVILLE AL 35622 5 04/24/02 34
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7669083 J95/R44 F 40,000.00 ZZ
360 39,968.06 1
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EAST WINDSOR NJ 08520 5 03/12/02 00
0433994480 09 05/01/02 0
18907485 O 04/01/32
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7669091 N11/R44 F 65,000.00 ZZ
360 64,981.40 1
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12.000 668.60 40
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GURLEY AL 35748 5 05/03/02 00
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7669101 N11/G02 F 53,675.00 ZZ
360 53,626.02 1
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MEMPHIS TN 38109 1 04/29/02 23
0433965258 05 05/29/02 0
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360 57,574.52 1
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PORT RICHEY FL 34668 1 04/26/02 34
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1082631 O 05/01/32
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7669116 W02/R44 F 15,980.00 ZZ
240 15,884.74 1
10.900 163.86 20
10.400 163.86
PEORIA AZ 85345 1 12/27/01 00
0433641081 03 02/01/02 0
1000714970 O 01/01/22
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7669128 W02/R44 F 74,800.00 ZZ
360 74,657.52 1
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JACKSONVILLE FL 32209 5 01/14/02 23
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360 65,955.72 1
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WEIRSDALE FL 32195 5 04/23/02 34
0433997186 05 06/01/02 0
1
1085052 O 05/01/32
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7669166 W02/R44 F 31,500.00 ZZ
360 31,459.95 1
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12.125 339.25
NASHVILLE TN 37208 5 01/08/02 00
0433652591 05 02/14/02 0
1000615237 O 01/14/32
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7669181 N11/R44 F 45,000.00 ZZ
180 44,896.32 1
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10.000 497.43
HARTSELLE AL 35640 5 04/22/02 34
0433965241 05 06/01/02 0
424443098 O 05/01/17
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7669192 W02/R44 F 132,000.00 ZZ
360 131,508.42 1
7.545 927.04 75
7.045 927.04
PUNTA GORDA FL 33983 5 01/15/02 34
0433641305 05 02/22/02 0
1000722628 O 01/22/32
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7669193 W47/R44 F 81,000.00 ZZ
360 80,921.63 1
9.950 707.84 90
9.450 707.84
JANESVILLE WI 53546 5 04/29/02 23
0433975984 05 06/01/02 0
399662703 O 05/01/32
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7669271 W47/R44 F 33,750.00 ZZ
360 33,725.02 1
10.850 317.59 75
10.350 317.59
MILWAUKEE WI 53204 5 04/12/02 34
0433976024 05 05/17/02 0
WHO020407 O 04/17/32
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1
7669281 H76/G02 F 218,000.00 ZZ
360 217,849.97 1
7.875 1,580.66 76
7.625 1,580.66
WANTAG NY 11793 5 04/30/02 34
0433998887 05 06/01/02 0
2002426427 O 05/01/32
0
7669293 W47/R44 F 100,750.00 ZZ
180 100,700.33 1
9.490 846.43 65
8.990 846.43
CHICAGO IL 60639 5 04/16/02 00
0433976883 05 06/01/02 0
WHO020410 O 05/01/17
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7669351 N11/G02 F 72,000.00 ZZ
360 71,977.62 1
11.625 719.88 90
11.375 719.88
HUNTSVILLE AL 35810 1 04/22/02 34
0433963576 05 06/01/02 0
420193466 O 05/01/32
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7669387 N11/R44 F 68,400.00 ZZ
360 68,345.40 1
10.500 625.68 90
10.000 625.68
MEMPHIS TN 38118 1 04/22/02 23
0433962511 05 05/22/02 0
414377011 O 04/22/32
0
7669419 N11/G02 F 27,000.00 ZZ
360 26,989.83 1
10.750 252.04 90
10.500 252.04
MEMPHIS TN 38109 1 05/03/02 34
0433962792 05 06/03/02 0
412290704 N 05/03/32
0
7669459 E45/G02 F 57,250.00 ZZ
360 57,185.56 1
8.875 455.51 85
8.625 455.51
1
ENTERPRISE AL 36330 1 03/29/02 34
0433960796 05 05/01/02 0
225539 O 04/01/32
0
7669461 N11/R44 F 52,275.00 ZZ
360 52,255.32 1
10.750 487.98 85
10.250 487.98
WATERLOO AL 35677 5 04/23/02 34
0433963394 05 06/01/02 0
427806239 O 05/01/32
0
7669501 W47/R44 F 108,800.00 ZZ
180 108,703.14 2
9.990 953.99 85
9.490 953.99
NORTH CHICAGO IL 60064 5 04/15/02 34
0433975885 05 05/19/02 0
WH020409 O 04/19/17
0
7669509 W47/G02 F 87,400.00 ZZ
180 86,732.55 1
9.500 912.65 95
9.250 912.65
CHICAGO IL 60636 5 03/22/02 23
0433977196 05 04/27/02 0
02020082 O 03/27/17
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7669551 K15/G02 F 68,000.00 ZZ
180 67,832.82 1
9.795 722.23 80
9.545 722.23
NEWPORT ME 04953 5 04/10/02 34
0434001079 05 06/01/02 0
007005303184 O 05/01/17
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7669559 K15/G02 F 59,000.00 ZZ
240 58,934.38 1
11.286 620.52 92
11.036 620.52
SHREVEPORT LA 71109 5 04/25/02 23
0434000667 05 06/01/02 0
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0
1
7669561 K15/R44 F 25,000.00 ZZ
360 24,992.51 1
11.794 253.20 84
11.294 253.20
SHREVEPORT LA 71109 5 04/16/02 34
0433971611 05 06/01/02 0
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7669563 K15/R44 F 76,300.00 ZZ
180 76,266.24 1
9.999 669.53 70
9.499 669.53
SHREVEPORT LA 71104 5 04/29/02 34
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008405303706 N 05/01/17
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7669573 K15/G02 F 50,000.00 ZZ
240 49,955.05 1
12.863 580.91 88
12.613 580.91
ARCHDALE NC 27263 5 04/24/02 34
0434025136 05 06/01/02 0
017305304537 O 05/01/22
0
7669589 K15/G02 F 60,100.00 ZZ
240 60,026.41 1
10.558 602.37 26
10.308 602.37
ELMONT NY 11003 2 04/24/02 00
0433993862 05 06/01/02 0
021205303041 N 05/01/22
0
7669635 K15/G02 F 30,000.00 ZZ
180 29,938.04 1
11.669 353.69 74
11.419 353.69
BARTLESVILLE OK 74003 5 04/26/02 34
0433987278 05 06/01/02 0
032605303840 N 05/01/17
0
7669637 K15/G02 F 35,000.00 ZZ
180 34,927.72 1
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11.669 412.63 78
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ENID OK 73701 5 04/25/02 34
0434012522 05 06/01/02 0
032605303842 N 05/01/17
0
7669661 K15/R44 F 101,700.00 ZZ
360 101,663.42 1
10.960 965.44 90
10.460 965.44
FRESNO CA 93726 5 04/25/02 34
0434001491 05 06/01/02 0
038305314460 O 05/01/32
0
7669673 K15/G02 F 37,800.00 ZZ
360 37,788.44 2
11.700 380.11 90
11.450 380.11
ALLIANCE OH 44601 5 03/28/02 34
0433977667 05 06/01/02 0
048500104592 O 05/01/32
0
7669685 K15/R44 F 45,500.00 ZZ
360 45,488.10 1
12.400 482.07 70
11.900 482.07
SPRINGFIELD OH 45503 5 04/12/02 34
0434002861 05 06/01/02 0
048300105057 O 05/01/32
0
7669689 K15/G02 F 331,500.00 ZZ
360 331,279.82 1
8.050 2,443.99 95
7.800 2,443.99
CERRITOS CA 90703 1 04/09/02 34
0433990546 05 06/01/02 0
044500105098 O 05/01/32
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7669699 K15/R44 F 332,000.00 ZZ
180 331,758.50 1
7.600 2,344.17 80
7.100 2,344.17
CHURCHVILLE MD 21028 5 04/22/02 34
0433986973 05 06/01/02 0
1
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7669723 K15/R44 F 72,200.00 ZZ
360 72,172.82 1
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PITTSBURGH PA 15221 5 04/24/02 34
0434001236 05 06/01/02 0
046600105216 O 05/01/32
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7669737 K15/R44 F 98,200.00 ZZ
360 98,158.38 1
10.200 876.32 75
9.700 876.32
LUSBY MD 20657 5 04/24/02 34
0434001749 05 06/01/02 0
052100105277 O 05/01/32
0
7669745 K15/G02 F 275,500.00 ZZ
360 275,378.12 1
10.000 2,417.71 95
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MERAUX LA 70075 1 04/16/02 34
0434000741 05 06/01/02 0
048200105314 O 05/01/32
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7669749 K15/G02 F 55,200.00 ZZ
360 55,182.16 1
11.450 544.54 80
11.200 544.54
CATLETTSBURG KY 41129 5 04/24/02 34
0433977600 05 06/01/02 0
048000105325 O 05/01/32
0
7669753 K15/R44 F 52,000.00 ZZ
360 51,981.56 1
11.025 496.19 80
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JUNCTION CITY GA 31812 5 04/23/02 34
0434011581 05 06/01/02 0
042000105335 O 05/01/32
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1
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HAMMOND LA 70401 5 04/23/02 34
0433977576 05 06/01/02 0
048100105388 O 05/01/17
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7669777 K15/R44 F 218,200.00 ZZ
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DALLAS PA 18612 5 04/25/02 34
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052500105400 O 05/01/32
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7669779 K15/R44 F 48,000.00 ZZ
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10.880 470.95
UPPER DARBY PA 19082 5 04/22/02 34
0433975281 07 06/01/02 0
052500105404 O 05/01/32
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7669797 K15/R44 F 48,000.00 ZZ
360 47,982.81 1
10.980 456.39 80
10.480 456.39
STINNETT KY 40868 5 04/25/02 34
0434010542 05 06/01/02 0
048000105474 O 05/01/32
0
7669815 K15/G02 F 90,200.00 ZZ
360 90,160.94 1
10.100 798.24 95
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DURHAM NC 27703 5 04/22/02 23
0434004883 05 06/01/02 0
042300105519 O 05/01/32
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7669833 K15/R44 F 62,100.00 ZZ
360 62,071.82 1
9.880 539.47 90
9.380 539.47
1
MEMPHIS TN 38118 2 04/25/02 34
0433986965 05 06/01/02 0
048000105565 O 05/01/32
0
7669835 K15/R44 F 137,600.00 ZZ
360 137,532.03 1
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8.980 1,155.01
FREELAND PA 18224 5 04/24/02 34
0434000691 05 06/01/02 0
052500105569 O 05/01/32
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7669841 K15/R44 F 46,700.00 ZZ
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DAYTON OH 45408 1 04/25/02 34
0434002150 05 06/01/02 0
048400105591 O 05/01/32
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7669847 K15/G02 F 178,000.00 ZZ
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BETHLEHEM PA 18020 5 04/25/02 34
0434019949 05 06/01/02 0
052700105620 O 05/01/32
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7669865 K15/R44 F 45,000.00 ZZ
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10.925 426.00 79
10.425 426.00
ALBION/VGE OF A NY 14411 5 04/25/02 34
0433971637 05 06/01/02 0
027205305886 O 05/01/32
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7669867 K15/G02 F 54,000.00 ZZ
360 53,983.53 2
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ROCHESTER NY 14608 5 04/25/02 34
0434018784 05 06/01/02 0
027205305887 O 05/01/32
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1
7669879 K15/G02 F 199,500.00 ZZ
360 199,414.57 1
10.152 1,773.20 95
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BRENTWOOD NY 11717 5 04/25/02 23
0434001202 05 06/01/02 0
020805303290 O 05/01/32
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7669889 K15/G02 F 81,000.00 ZZ
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PORT BARRE LA 70577 5 04/25/02 34
0434002176 05 06/01/02 0
000805304671 O 05/01/32
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7669891 K15/R44 F 35,000.00 ZZ
180 34,925.12 1
11.294 404.29 67
10.794 404.29
BUNKIE LA 71322 5 04/25/02 34
0433995941 05 06/01/02 0
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7669895 K15/R44 F 28,200.00 ZZ
180 28,153.08 1
13.920 374.04 60
13.420 374.04
FRANKLIN LA 70538 5 04/25/02 00
0434000196 05 06/01/02 0
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7670133 E65/G02 F 77,950.00 ZZ
360 77,902.78 1
8.500 599.37 52
8.250 599.37
DETROIT MI 48223 2 04/19/02 00
0434022075 05 06/01/02 0
242901 O 05/01/32
0
7670337 W40/R44 F 141,500.00 ZZ
360 141,500.00 1
1
8.875 1,125.84 80
8.375 1,125.84
DETROIT MI 48219 5 05/03/02 34
0433987088 05 07/01/02 0
101006731 O 06/01/32
0
7670357 F44/R44 F 127,000.00 ZZ
360 126,884.12 1
9.875 1,102.81 78
9.375 1,102.81
WASSAIC NY 12592 5 03/29/02 34
0434024949 05 05/04/02 0
01020120 O 04/04/32
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7670383 N34/R44 F 89,600.00 ZZ
180 89,600.00 2
9.625 761.59 80
9.125 761.59
CHICAGO IL 60628 5 05/01/02 34
0433975141 05 07/01/02 0
563540 O 06/01/17
0
7670407 E22/G02 F 110,415.00 ZZ
360 110,359.24 1
9.375 918.38 85
9.125 918.38
SWANNANOA NC 28778 2 05/06/02 34
0413633645 05 06/01/02 0
0413633645 O 05/01/32
0
7670411 E22/G02 F 85,500.00 ZZ
360 85,450.81 1
8.750 672.63 90
8.500 672.63
MEMPHIS TN 38111 5 04/30/02 34
0413719030 05 06/01/02 0
0413719030 O 05/01/32
0
7670421 E22/G02 F 24,000.00 ZZ
180 24,000.00 1
9.375 248.81 75
9.125 248.81
GADSDEN AL 35961 5 04/30/02 34
0413795428 05 07/01/02 0
1
0413795428 O 06/01/17
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7670447 E22/G02 F 154,000.00 ZZ
360 153,901.80 1
8.250 1,156.95 59
8.000 1,156.95
RENO NV 89523 5 04/26/02 00
0413864463 05 06/01/02 0
0413864463 O 05/01/32
0
7670473 E22/G02 F 82,650.00 ZZ
360 82,614.40 1
10.125 732.96 94
9.875 732.96
HARLAN KY 40831 5 04/30/02 23
0413906447 05 06/01/02 0
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MEMPHIS TN 38122 5 04/25/02 34
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HOLBROOK NY 11741 5 04/25/02 34
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CARLSBAD NM 88220 5 05/01/02 00
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HOUSTON TX 77060 1 04/19/02 34
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390 N 05/01/17
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SILSBEE TX 77656 1 04/22/02 34
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RICHMOND TX 77469 1 04/15/02 00
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LAS VEGAS NV 89122 1 04/16/02 00
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LAS VEGAS NV 89128 1 04/23/02 00
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LAS VEGAS NV 89110 1 04/19/02 00
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LAS VEGAS NV 89144 1 04/26/02 00
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SCOTTSDALE AZ 85254 1 04/22/02 00
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LAS VEGAS NV 89128 1 04/19/02 00
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SCOTTSDALE AZ 85250 5 04/02/02 00
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ALOHA OR 97007 1 04/25/02 00
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FONTANA CA 92335 1 04/16/02 00
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PORT ORCHARD WA 98367 1 04/16/02 00
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IRVING TX 75060 1 04/23/02 00
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7677611 X20/R44 F 19,748.00 ZZ
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RADCLIFF KY 40160 1 04/17/02 00
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LOUISVILLE KY 40216 1 04/01/02 00
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VINE GROVE KY 40175 1 04/26/02 00
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LOUISVILLE KY 40214 1 04/26/02 00
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7677621 X20/R44 F 23,700.00 ZZ
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MESQUITE TX 75181 1 04/08/02 00
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7677623 X20/R44 F 14,450.00 ZZ
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ARLINGTON TX 76002 1 04/12/02 00
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VERNON TX 76384 1 04/30/02 00
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7677627 X20/R44 F 22,350.00 ZZ
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ALLEN TX 75002 1 04/15/02 00
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BURLESON TX 76028 1 04/16/02 00
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7677633 X20/R44 F 10,485.00 ZZ
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ST LOUIS MO 63138 1 04/26/02 00
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LEWISVILLE TX 75077 1 05/01/02 00
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7677637 X20/R44 F 21,550.00 ZZ
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GRAND PRAIRIE TX 75052 1 04/23/02 00
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KELLER TX 76248 1 03/28/02 00
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LORENA TX 76655 1 04/16/02 00
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FORT WORTH TX 76036 1 04/05/02 00
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DALLAS TX 75231 1 04/19/02 00
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12.490 168.82
CROWLEY TX 76036 1 04/25/02 00
0433986130 05 06/01/02 0
2316917 O 05/01/17
0
7677653 X20/R44 F 21,000.00 ZZ
180 20,996.16 1
13.990 248.66 10
13.490 248.66
JENKS OK 74037 1 04/25/02 00
0433988391 05 06/01/02 0
2316969 O 05/01/17
0
7677655 X20/R44 F 25,000.00 ZZ
180 24,995.44 1
13.990 296.02 14
13.490 296.02
ARLINGTON TX 76002 1 04/26/02 00
0433983582 05 06/01/02 0
2316987 O 05/01/17
0
7677657 X20/R44 F 15,000.00 ZZ
180 14,996.57 1
12.990 165.81 15
12.490 165.81
BROKEN ARROW OK 74011 2 04/25/02 00
0433985876 05 06/01/02 0
2317080 O 05/01/17
0
7677659 X20/R44 F 19,580.00 ZZ
360 19,570.37 1
9.500 164.64 20
9.000 164.64
MADISON TN 37115 1 04/12/02 00
0434003919 05 06/01/02 0
2321519 O 05/01/32
0
7677661 X20/R44 F 14,924.00 ZZ
180 14,874.04 1
13.990 198.65 10
13.490 198.65
KISSIMMEE FL 34744 1 04/05/02 00
0433987666 03 05/01/02 0
1
2321908 O 04/01/17
0
7677663 X20/R44 F 19,200.00 ZZ
180 19,195.60 1
12.990 212.24 15
12.490 212.24
ORLANDO FL 32825 5 04/08/02 00
0433989001 03 06/01/02 0
2321955 O 05/01/17
0
7677665 X20/R44 F 10,000.00 ZZ
180 9,998.17 1
13.990 118.41 12
13.490 118.41
NEW ORLEANS LA 70114 1 04/26/02 00
0433989282 05 06/01/02 0
2322086 O 05/01/17
0
7677669 X20/R44 F 11,790.00 ZZ
360 11,787.85 1
13.990 139.60 10
13.490 139.60
COLUMBIA SC 29223 1 04/03/02 00
0433987674 05 06/01/02 0
2326255 O 05/01/32
0
7677673 X20/R44 F 20,850.00 ZZ
180 20,846.20 1
13.990 246.88 15
13.490 246.88
NEWPORT NEWS VA 23607 1 04/17/02 00
0433983996 05 06/01/02 0
2330511 O 05/01/17
0
7677677 X20/R44 F 11,985.00 ZZ
360 11,972.92 1
9.400 99.90 15
8.900 99.90
WAVERLY TN 37185 1 03/19/02 00
0433989266 05 05/01/02 0
2330744 O 04/01/32
0
1
7677679 X20/R44 F 16,675.00 ZZ
360 16,671.95 1
13.990 197.45 10
13.490 197.45
SUFFOLK VA 23434 1 04/17/02 00
0433989332 05 06/01/02 0
2330996 O 05/01/32
0
7677681 X20/R44 F 10,000.00 ZZ
360 9,994.71 1
13.990 118.41 16
13.490 118.41
NORFOLK VA 23509 1 03/30/02 00
0434004818 05 05/01/02 0
2331069 O 04/01/32
0
7677683 X20/R44 F 19,903.00 ZZ
180 19,899.37 1
13.990 235.67 17
13.490 235.67
WESLEY CHAPEL FL 33544 1 04/25/02 00
0433989035 03 06/01/02 0
2331137 O 05/01/17
0
7677685 X20/R44 F 10,500.00 ZZ
360 10,497.59 1
12.990 116.07 15
12.490 116.07
COLONIAL HEIGHT VA 23834 1 04/24/02 00
0433986064 05 06/01/02 0
2331266 O 05/01/32
0
7677687 X20/R44 F 10,000.00 ZZ
360 9,995.08 1
9.500 84.09 17
9.000 84.09
MEMPHIS TN 38127 1 04/24/02 00
0433990140 05 06/01/02 0
2331291 O 05/01/32
0
7677689 X20/R44 F 12,570.00 ZZ
180 12,567.71 1
13.990 148.84 10
13.490 148.84
1
CHESAPEAKE VA 23325 1 04/30/02 00
0433988516 05 06/01/02 0
2331427 O 05/01/17
0
7677691 X20/R44 F 36,400.00 ZZ
360 36,363.28 1
9.400 303.42 20
8.900 303.42
NASHVILLE TN 37209 5 03/27/02 00
0433990637 01 05/01/02 0
2335892 O 04/01/32
0
7677693 X20/R44 F 10,000.00 ZZ
360 9,994.97 1
9.400 83.36 26
8.900 83.36
HOHENWALD TN 38462 1 04/24/02 00
0433988995 05 06/01/02 0
2335913 O 05/01/32
0
7677695 X20/R44 F 10,000.00 ZZ
360 9,995.08 1
9.500 84.09 16
9.000 84.09
JAMESTOWN TN 38556 1 04/11/02 00
0433983897 05 06/01/02 0
2335956 O 05/01/32
0
7677697 X20/R44 F 24,750.00 ZZ
180 24,745.48 1
13.990 293.06 15
13.490 293.06
TRUSSVILLE AL 35173 1 04/12/02 00
0433985736 05 06/01/02 0
2336026 O 05/01/17
0
7677699 X20/R44 F 26,500.00 ZZ
180 26,493.92 1
12.990 292.94 20
12.490 292.94
LITHONIA GA 30058 1 04/15/02 00
0433987575 05 06/01/02 0
2336041 O 05/01/17
0
1
7677701 X20/R44 F 63,400.00 ZZ
360 63,336.05 1
9.400 528.48 20
8.900 528.48
FRANKLIN TN 37067 1 03/29/02 00
0434003836 03 05/01/02 0
2336135 O 04/01/32
0
7677703 X20/R44 F 21,435.00 ZZ
360 21,424.23 1
9.400 178.68 15
8.900 178.68
NASHVILLE TN 37217 1 04/16/02 00
0433991643 05 06/01/02 0
2336163 O 05/01/32
0
7677705 X20/R44 F 23,955.00 ZZ
360 23,943.21 1
9.500 201.43 15
9.000 201.43
MUFREESBORO TN 37129 1 04/17/02 00
0433989092 05 06/01/02 0
2336175 O 05/01/32
0
7677707 X20/R44 F 24,780.00 ZZ
360 24,767.82 1
9.500 208.36 20
9.000 208.36
WHITE BLUFF TN 37187 1 04/16/02 00
0434004586 05 06/01/02 0
2336309 O 05/01/32
0
7677709 X20/R44 F 20,673.00 ZZ
180 20,668.27 1
12.990 228.52 20
12.490 228.52
HOUSTON TX 77084 1 04/17/02 00
0433990587 05 06/01/02 0
2341299 O 05/01/17
0
7677711 X20/R44 F 14,107.00 ZZ
360 14,104.42 1
1
13.990 167.04 15
13.490 167.04
HOUSTON TX 77089 1 04/18/02 00
0433986007 03 06/01/02 0
2341549 O 05/01/32
0
7677713 X20/R44 F 13,875.00 ZZ
180 13,869.91 1
13.990 164.29 15
13.490 164.29
HOUSTON TX 77013 1 04/01/02 00
0433990124 05 05/01/02 0
2341724 O 04/01/17
0
7677715 X20/R44 F 19,320.00 ZZ
360 19,316.48 1
13.990 228.76 15
13.490 228.76
HUMBLE TX 77346 1 04/25/02 00
0433984176 05 06/01/02 0
2341864 O 05/01/32
0
7677717 X20/R44 F 18,400.00 ZZ
360 18,395.78 1
12.990 203.40 20
12.490 203.40
FRIENDSWOOD TX 77546 1 04/26/02 00
0434004040 03 06/01/02 0
2342005 O 05/01/32
0
7677719 X20/R44 F 14,250.00 ZZ
180 14,247.40 1
13.990 168.73 15
13.490 168.73
KATY TX 77450 1 04/12/02 00
0433986387 05 06/01/02 0
2342101 O 05/01/17
0
7677721 X20/R44 F 15,200.00 ZZ
180 15,194.09 1
10.600 140.18 10
10.100 140.18
INVER GROVE HEI MN 55076 1 04/22/02 00
0433988730 05 06/01/02 0
1
2346090 O 05/01/17
0
7677723 X20/R44 F 11,992.00 ZZ
180 11,972.19 1
13.990 159.62 12
13.490 159.62
ROGERS AR 72756 1 04/16/02 00
0433989084 05 06/01/02 0
2346114 O 05/01/17
0
7677725 X20/R44 F 36,400.00 ZZ
180 36,316.91 1
10.600 404.62 20
10.100 404.62
CENTERVILLE MN 55038 1 04/25/02 00
0433990397 05 06/01/02 0
2346401 O 05/01/17
0
7677727 X20/R44 F 11,475.00 ZZ
180 11,472.91 1
13.990 135.87 15
13.490 135.87
EMPORIA KS 66801 1 04/12/02 00
0433989183 05 06/01/02 0
2350891 O 05/01/17
0
7677731 X20/R44 F 10,000.00 ZZ
360 9,997.71 1
12.990 110.54 17
12.490 110.54
POTEET TX 78065 1 04/03/02 00
0433986189 05 06/01/02 0
2355458 O 05/01/32
0
7677733 X20/R44 F 24,279.00 ZZ
180 24,238.88 1
13.990 323.17 15
13.490 323.17
SAN ANTONIO TX 78251 1 04/25/02 00
0434023826 05 06/01/02 0
2355849 O 05/01/17
0
1
7677737 K39/R44 F 98,300.00 ZZ
360 98,256.51 1
10.000 862.66 90
9.500 862.66
MARYLAND HEIGHT MO 63043 5 04/22/02 34
0433982501 05 06/01/02 0
493701481 O 05/01/32
0
7678037 F89/G02 F 134,300.00 ZZ
360 134,300.00 1
9.000 1,080.61 84
8.750 1,080.61
FONTANA CA 92337 5 05/01/02 01
0434011615 05 07/01/02 12
19650 O 06/01/32
0
7678039 F96/R44 F 280,000.00 ZZ
360 279,838.91 2
8.750 2,202.76 80
8.250 2,202.76
KEARNY NJ 07032 5 04/25/02 34
0434062394 05 06/01/02 0
108233 O 05/01/32
0
7678103 N67/R44 F 250,000.00 ZZ
180 249,924.40 1
11.750 2,523.52 53
11.250 2,523.52
GREENBURGH NY 10583 5 05/01/02 00
0433983251 05 06/01/02 0
3254000332 N 05/01/17
0
7678113 S25/R44 F 46,000.00 ZZ
180 45,891.54 1
10.250 501.38 89
9.750 501.38
LUMBERTON NC 28358 5 05/03/02 23
0433971132 05 06/09/02 0
238760257 O 05/09/17
0
7678211 E65/G02 F 92,650.00 ZZ
360 92,604.43 1
9.500 779.05 85
9.250 779.05
1
EASTPOINTE MI 48021 1 04/29/02 34
0433993474 05 06/01/02 0
244354 O 05/01/32
0
7678213 E65/G02 F 82,450.00 ZZ
360 82,409.45 1
9.500 693.28 85
9.250 693.28
LINCOLN PARK MI 48146 5 04/26/02 34
0434013397 05 06/01/02 0
243910 O 05/01/32
0
7678323 U05/G02 F 36,750.00 ZZ
360 36,729.40 1
8.875 292.40 80
8.625 292.40
BOWIE TX 76230 5 04/26/02 34
0434089389 05 06/01/02 0
3225641 N 05/01/32
0
7678341 E22/G02 F 45,600.00 ZZ
360 45,600.00 1
10.125 404.39 95
9.875 404.39
TOLEDO OH 43605 5 05/03/02 23
0413778358 05 07/01/02 0
0413778358 O 06/01/32
0
7678373 E22/G02 F 38,400.00 ZZ
360 38,400.00 1
9.000 308.98 80
8.750 308.98
BIRMINGHAM AL 35217 5 05/08/02 34
0413898982 05 07/01/02 0
0413898982 N 06/01/32
0
7678375 E22/G02 F 71,250.00 ZZ
180 71,065.92 1
9.250 733.30 95
9.000 733.30
HARRIMAN TN 37748 5 05/02/02 23
0413899881 05 06/01/02 0
0413899881 O 05/01/17
0
1
7678377 E22/G02 F 28,800.00 ZZ
360 28,800.00 1
8.875 229.15 80
8.625 229.15
TAMARAC FL 33319 1 05/08/02 34
0413900457 01 07/01/02 0
0413900457 N 06/01/32
0
7678395 E22/G02 F 100,100.00 ZZ
360 100,100.00 3
9.500 841.70 70
9.250 841.70
SOMERSWORTH NH 03878 5 05/08/02 34
0413926536 05 07/01/02 0
0413926536 N 06/01/32
0
7678467 E22/R44 F 50,000.00 ZZ
180 50,000.00 1
11.500 584.09 57
11.000 584.09
MONTGOMERY AL 36109 5 05/03/02 00
0413976408 05 07/01/02 0
0413976408 O 06/01/17
0
7678481 E22/G02 F 32,400.00 ZZ
360 32,400.00 1
9.875 281.34 90
9.625 281.34
SAN ANTONIO TX 78220 1 05/07/02 34
0413982141 05 07/01/02 0
0413982141 N 06/01/32
0
7678503 E22/G02 F 83,000.00 ZZ
360 83,000.00 1
9.250 682.82 95
9.000 682.82
NORTH PORT FL 34286 1 05/08/02 34
0413998188 05 07/01/02 0
0413998188 O 06/01/32
0
7678509 E22/R44 F 67,000.00 ZZ
180 66,850.92 1
1
10.875 756.27 63
10.375 756.27
FT. WORTH TX 76133 5 05/02/02 00
0414000216 05 06/01/02 0
0414000216 O 05/01/17
0
7678525 E22/R44 F 75,000.00 ZZ
360 75,000.00 1
9.500 630.64 75
9.000 630.64
METAIRIE LA 70001 5 05/03/02 34
0414008151 05 07/01/02 0
0414008151 O 06/01/32
0
7678551 E22/G02 F 226,100.00 ZZ
360 226,100.00 1
9.500 1,901.17 85
9.250 1,901.17
LUCAS TX 75002 1 05/07/02 34
0414017459 03 07/01/02 0
0414017459 O 06/01/32
0
7678553 E22/G02 F 133,000.00 ZZ
360 133,000.00 1
9.625 1,130.49 95
9.375 1,130.49
LAKEWORTH FL 33460 1 05/08/02 34
0414020321 05 07/01/02 0
0414020321 O 06/01/32
0
7678561 E22/R44 F 21,750.00 ZZ
180 21,750.00 1
10.250 237.06 66
9.750 237.06
MERCER WI 54547 5 05/03/02 34
0414023945 05 07/01/02 0
0414023945 O 06/01/17
0
7678621 E22/R44 F 42,500.00 ZZ
360 42,500.00 1
10.000 372.97 75
9.500 372.97
MEMPHIS TN 38109 5 05/03/02 34
0414068239 05 07/01/02 0
1
0414068239 O 06/01/32
0
7678863 F62/G02 F 154,000.00 ZZ
360 154,000.00 1
7.750 1,103.27 77
7.500 1,103.27
MIAMI FL 33155 1 05/01/02 34
0434083408 05 07/01/02 0
1 O 06/01/32
0
7679067 X20/R44 F 58,500.00 ZZ
360 58,474.12 1
10.000 513.38 72
9.500 513.38
DALLAS OR 97338 5 04/25/02 00
0433991676 05 06/01/02 0
168428 O 05/01/32
0
7679073 X20/R44 F 43,284.00 ZZ
180 43,265.88 1
12.000 445.22 73
11.500 445.22
CAMPBELL TX 75422 2 04/25/02 00
0433990793 05 06/01/02 0
300902 O 05/01/17
0
7679075 X20/R44 F 74,900.00 ZZ
180 74,865.97 1
9.875 650.39 84
9.375 650.39
RADCLIFF KY 40160 1 04/22/02 23
0434004511 05 06/01/02 0
302680 O 05/01/17
0
7679077 X20/R44 F 57,375.00 ZZ
180 57,355.63 1
11.250 557.26 77
10.750 557.26
ST LOUIS MO 63114 5 04/24/02 00
0433989472 05 06/01/02 0
306493 O 05/01/17
0
1
7679079 X20/R44 F 42,916.00 ZZ
180 42,897.01 1
10.000 376.62 87
9.500 376.62
LONGVIEW TX 75604 1 04/11/02 23
0433992849 05 06/01/02 0
306583 O 05/01/17
0
7679081 X20/R44 F 97,650.00 ZZ
180 97,609.05 1
10.250 875.04 90
9.750 875.04
LEBANNON IL 62254 5 04/25/02 23
0433991924 05 06/01/02 0
307233 O 05/01/17
0
7679083 X20/R44 F 62,424.00 ZZ
180 62,404.05 1
11.500 618.18 87
11.000 618.18
CHARLOTTE NC 28208 5 04/25/02 23
0434013009 05 06/01/02 0
307719 O 05/01/17
0
7679085 X20/R44 F 80,800.00 ZZ
180 80,774.17 1
11.500 800.16 80
11.000 800.16
MILWAUKEE WI 53224 1 04/19/02 00
0434005559 05 06/01/02 0
311648 O 05/01/17
0
7679087 X20/R44 F 70,400.00 ZZ
180 70,376.87 1
11.375 690.46 80
10.875 690.46
INKSTER MI 48141 5 04/23/02 00
0434036521 05 06/01/02 0
311937 O 05/01/17
0
7679089 X20/R44 F 40,500.00 ZZ
360 40,489.04 1
12.250 424.40 90
11.750 424.40
1
TULSA OK 74110 1 04/05/02 23
0433992641 05 06/01/02 0
316731 O 05/01/32
0
7679091 X20/R44 F 148,708.00 ZZ
360 148,638.62 1
9.750 1,277.63 85
9.250 1,277.63
ROWLETT TX 75089 1 04/19/02 23
0433991619 05 06/01/02 0
317022 O 05/01/32
0
7679093 X20/R44 F 40,800.00 ZZ
360 40,786.96 1
11.500 404.04 80
11.000 404.04
BRYANT AL 35958 5 04/01/02 00
0433989662 05 06/01/02 0
321289 O 05/01/32
0
7679095 X20/R44 F 37,200.00 ZZ
360 37,186.37 2
10.875 350.76 80
10.375 350.76
NASHVILLE TN 37208 1 04/10/02 00
0433994100 05 06/01/02 0
321327 N 05/01/32
0
7679097 X20/R44 F 39,920.00 ZZ
180 39,904.07 1
13.625 461.18 80
13.125 461.18
BAKER LA 70714 1 04/04/02 00
0433991486 05 05/01/02 0
321846 O 04/01/17
0
7679099 X20/R44 F 30,000.00 ZZ
180 29,991.42 1
12.000 308.58 80
11.500 308.58
NEWTON MS 39345 1 04/24/02 00
0433989829 05 06/01/02 0
326116 O 05/01/17
0
1
7679101 X20/R44 F 71,100.00 ZZ
360 71,081.81 1
12.500 758.82 90
12.000 758.82
CARTHAGE MS 39051 1 04/19/02 23
0434036505 05 06/01/02 0
326338 O 05/01/32
0
7679105 X20/R44 F 47,200.00 ZZ
180 47,183.17 1
11.000 449.50 80
10.500 449.50
NASHVILLE TN 37206 5 04/25/02 00
0433989712 05 06/01/02 0
330908 N 05/01/17
0
7679107 X20/R44 F 69,200.00 ZZ
360 69,165.06 1
9.375 575.57 80
8.875 575.57
HUNTSVILLE AL 35803 1 04/26/02 00
0433991445 05 06/01/02 0
335371 O 05/01/32
0
7679109 X20/R44 F 27,050.00 ZZ
360 27,042.68 1
12.250 283.46 70
11.750 283.46
HOHENWALD TN 38462 1 04/24/02 00
0433991593 05 06/01/02 0
335913 O 05/01/32
0
7679111 X20/R44 F 71,961.00 ZZ
360 71,900.40 1
10.250 644.84 87
9.750 644.84
CHATTANOOGA TN 37411 2 03/29/02 23
0434039459 05 05/01/02 0
335931 O 04/01/32
0
7679113 X20/R44 F 75,000.00 ZZ
360 74,973.97 1
1
11.125 721.34 66
10.625 721.34
FAIRFIELD AL 35064 5 04/22/02 00
0433991684 05 06/01/02 0
336014 O 05/01/32
0
7679115 X20/R44 F 51,920.00 ZZ
360 51,893.08 1
9.250 427.13 80
8.750 427.13
LEEDS AL 35094 1 04/22/02 00
0433993193 05 06/01/02 0
336161 O 05/01/32
0
7679117 X20/R44 F 54,621.00 ZZ
360 54,601.52 1
11.000 520.17 87
10.500 520.17
NASHVILLE TN 37207 5 04/24/02 23
0434005294 05 06/01/02 0
336199 O 05/01/32
0
7679119 X20/R44 F 64,000.00 ZZ
180 63,834.65 1
9.250 658.68 73
8.750 658.68
NASHVILLE TN 37206 5 04/25/02 00
0434005187 05 06/01/02 0
336379 O 05/01/17
0
7679121 X20/R44 F 55,406.00 ZZ
360 55,383.38 1
10.375 501.65 82
9.875 501.65
PORT ARTHUR TX 77642 1 04/22/02 23
0433994050 05 06/01/02 0
341600 O 05/01/32
0
7679123 X20/R44 F 87,125.00 ZZ
360 87,082.15 1
9.500 732.59 85
9.000 732.59
ROGERS AR 72756 1 04/16/02 23
0433989837 05 06/01/02 0
1
346114 O 05/01/32
0
7679125 X20/R44 F 45,900.00 ZZ
360 45,884.50 1
11.250 445.81 90
10.750 445.81
MARSHALL TX 75670 1 04/30/02 23
0434005039 05 06/01/02 0
346516 O 05/01/32
0
7679127 X20/R44 F 48,960.00 ZZ
180 48,945.60 1
11.875 498.90 82
11.375 498.90
GREY EAGLE MN 56336 5 04/24/02 23
0434004800 05 06/01/02 0
346537 O 05/01/17
0
7679129 X20/R44 F 48,960.00 ZZ
180 48,946.75 1
12.250 513.05 82
11.750 513.05
POTWIN KS 67123 5 04/25/02 23
0434004164 05 06/01/02 0
351772 O 05/01/17
0
7679181 J95/G02 F 99,000.00 ZZ
360 98,944.50 1
8.875 787.69 90
8.625 787.69
ALLENTOWN PA 18103 5 04/25/02 34
0433985405 05 06/01/02 0
0029016516 O 05/01/32
0
7679183 P01/R44 F 25,500.00 ZZ
360 25,491.62 1
11.375 250.10 85
10.875 250.10
AMSTERDAM NY 12010 1 04/30/02 34
0433989753 05 06/01/02 0
02002730 O 05/01/32
0
1
7679277 948/R44 F 38,250.00 ZZ
360 38,228.00 1
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