RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF MAY 1, 2001,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2001
Mortgage Pass-Through Certificates
Series 2001-S10
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................5
Section 1.02 Use of Words and Phrases..............................................21
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard
Terms)................................................................23
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......23
Section 2.03 Representations, Warranties and Covenants of the Master Servicer
and the Company.......................................................23
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms).......................................................26
Section 2.05 Execution and Authentication of Certificates..........................26
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........28
Section 4.02 Distributions.........................................................28
Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through
(d) of the Standard Terms and Exhibit Three attached hereto)..........40
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer................................................41
Section 4.05 Allocation of Realized Losses.........................................42
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard Terms).............................44
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section
4.07 of the Standard Terms)...........................................44
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................44
Section 4.09 Distributions on the Uncertificated Class A-V REMIC Regular
Interests.............................................................44
Section 4.10 Reserve Fund..........................................................44
Section 4.11 Rounding Account......................................................45
Section 4.12 Principal Distributions on the Insured Certificates...................46
ARTICLE V
THE CERTIFICATES
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)......56 Section 10.02 Master Servicer; REMIC Administrator and
Trustee Indemnification.
(See Section 10.02 of the Standard Terms)............................56
Section 10.03 Designation of REMIC(s)...............................................56
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests.........56
Section 10.05 Compliance with Withholding Requirements..............................57
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms).................59
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the
Standard Terms).......................................................59
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03
of the Standard Terms)................................................59
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)............59
Section 11.05 Notices...............................................................59
Section 11.06 Required Notices to Rating Agency and Subservicer.....................60
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard
Terms)................................................................60
Section 11.08 Supplemental Provisions for Resecuritization. (See Section
11.08 of the Standard Terms)..........................................61
Section 11.09 Allocation of Voting Rights...........................................61
Section 12.01.Rights of the Certificate Insurer to Exercise Rights of
Insured Certificateholders............................................62
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate Insurance Account.....62
Section 12.03.Effect of Payments by the Certificate Insurer; Subrogations...........63
Section 12.04.Notices and Information to the Certificate Insurer....................64
Section 12.05.Trustee to Hold Certificate Policy....................................64
Section 12.06.Payment of Insurance Premium..........................................64
EXHIBITS
Exhibit One: Mortgage Loan Schedule for Loan Group I
Exhibit Two: Mortgage Loan Schedule for Loan Group II
Exhibit Three: Schedule of Discount Fractions
Exhibit Four: Information to be Included in
Monthly Distribution Date Statement
Exhibit Five: Standard Terms of Pooling and Servicing
Agreement dated as of April 1, 2001
Exhibit Six: Certificate Policy
This is a Series Supplement, dated as of May 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of April 1, 2001 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Reserve Fund and the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as the "REMIC I." The Uncertificated REMIC I Regular Interests will
be "regular interests" in REMIC I and the Class R-I Certificates will be the
sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein). A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and
the REMIC Administrator will make a separate REMIC election with respect
thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3
Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-P
Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3
Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates, Class II-A-P
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates, Uncertificated Class I-A-V REMIC Regular Interests and
Uncertificated Class II-A-V REMIC Regular Interests will be "regular interests"
in REMIC II and the Class R-II Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions. The Class I-A-V
Certificates and Class II-A-V Certificates will represent the entire beneficial
ownership interest in the Uncertificated Class I-A-V REMIC Regular Interests and
the Uncertificated Class II-A-V REMIC Regular Interests, respectively.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
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The following table irrevocably sets forth the designation, the
Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I
Regular Interests will be certificated.
Uncertificated
REMIC I Pass- Initial Uncertificated Latest
Designation Through Rate Principal Balance Possible Maturity(1)
----------- ------------ ------------------------ --------------------
Uncertificated REMIC I 6.50% $ 250,026,000.00 May 25, 2031
Regular Interest U
Uncertificated REMIC I 6.75% $ 350,014,100.00 May 25, 2031
Regular Interest V
Uncertificated REMIC I 6.50% $ 9,069,649.75 May 25, 2031
Regular Interest W
Uncertificated REMIC I 6.75% $ 12,722,718.39 May 25, 2031
Regular Interest X
Uncertificated REMIC I 0.00% $ 22,237.34 May 25, 2031
Regular Interest Y
Uncertificated REMIC I 0.00% $ 767,332.12 May 25, 2031
Regular Interest Z
Uncertificated REMIC I Variable (2) N/A(3) May 25, 2031
Group I IO Regular
Interests
Uncertificated REMIC I Variable (2) N/A(3) May 25, 2031
Group II IO Regular
Interests
-------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date for the Mortgage Loan with the latest maturity date has been
designated as the "latest possible maturity date" for each regular
interest issued by REMIC II.
(2) Calculated in accordance with the definition of "Uncertificated
Pass-Through Rate" herein
(3) The Uncertificated REMIC I Group I IO Regular Interests and
Uncertificated REMIC I Group II IO Regular Interests have no
Uncertificated Principal Balance.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
AGGREGATE
INITIAL FEATURES1 LATEST POSSIBLE
PASS-THROUGH CERTIFICATE PRIN MATURITY XXXXX'X/ MINIMUM
DESIGNATION RATE BALANCE CIPAL DATE4 FITCH DENOMINATIONS2
Class I-A-1 6.45% $ 25,974,000.00Senior/Insured/RetailMay 25, 2031 Aaa/AAA $25,000
Class I-A-2 6.50% $ 85,000,000.00 Senior May 25, 2031 Aaa/AAA $25,000
Class I-A-3 6.50% $ 91,407,000.00 Senior May 25, 2031 Aaa/AAA3 $1,000
Class I-A-4 6.50% $ 21,733,000.00 Senior May 25, 2031 Aaa/AAA $25,000
Class I-A-5 6.50% $ 25,912,000.00 Senior/Lockout May 25, 2031 Aaa/AAA $25,000
Class II-A-1 6.75% $ 219,256,000.00 Senior May 25, 2031 Aaa/AAA $25,000
Class II-A-2 6.70% $ 36,364,000.00Senior//Insured/RetaiMay 25, 2031 Aaa/AAA3 $25,000
Class II-A-3 6.75% $ 30,000,000.00 Senior May 25, 2031 Aaa/AAA $25,000
Class II-A-4 6.75% $ 28,044,000.00 Senior May 25, 2031 Aaa/AAA $25,000
Class II-A-5 6.75% $ 36,350,000.00 Senior/Lockout May 25, 2031 Aaa/AAA $25,000
Senior/Principal
Class I-A-P 0.00% $ 22,237.34 Only May 25, 2031 Aaa/AAA $22,000
Class I-A-V Variable Rate $ 0.00Senior/Interest Only May 25, 2031 Aaa/AAA 20%
Senior/Principal
Class II-A-P 0.00% $ 767,332.12 Only May 25, 2031 Aaa/AAA $22,000
Class II-A-V Variable Rate $ 0.00Senior/Interest Only May 25, 2031 Aaa/AAA 20%
Class R-I 6.50% $ 100.00 Senior/Residual May 25, 2031 Aaa/AAA 20%
Class R-II 6.75% $ 100.00 Senior/Residual May 25, 2031 Aaa/AAA 20%
Class M-1 Variable Rate $ 10,273,800.00 Mezzanine May 25, 2031 N/A/AA $25,000
Class M-2 Variable Rate $ 4,669,700.00 Mezzanine May 25, 2031 N/A/A $250,000
Class M-3 Variable Rate $ 2,801,800.00Mezzanine May 25, 2031 N/A/BBB $250,000
Class B-1 Variable Rate $ 1,556,500.00Subordinate May 25, 2031 N/A/BB $250,000
Class B-2 Variable Rate $ 1,245,300.00Subordinate May 25, 2031 N/A/B $250,000
Class B-3 Variable Rate $ 1,245,267.00Subordinate May 25, 2031 N/A $250,000
1 The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5 and Class M
Certificates shall be Book-Entry Certificates. The Class A-P, Class A-V,
Class R and Class B Certificates shall be delivered to the holders thereof
in physical form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance) and integral multiples of $1 (or $1,000 in
the case of the Class I-A-1, Class II-A-2, Class A-P, Class B-1, Class B-2
and Class B-3 Certificates) in excess thereof, except that one Certificate
of any of the Class A-P and Class B Certificates that contains an uneven
multiple of $1,000 shall be issued in a denomination equal to the sum of
the related minimum denomination set forth above and such uneven multiple
for such Class or the sum of such denomination and an integral multiple of
$1,000. The Class R Certificates and Class A-V Certificates shall be
issuable in minimum denominations of not less than a 20% Percentage
Interest; provided, however, that one of each of the Class R-I Certificates
and Class R-II Certificates will be issuable to Residential Funding as "tax
matters person" pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.
3 The ratings on the Class I-A-1 Certificates and Class II-A-2 Certificates
have been determined without regard to the Certificate Policy issued by the
Certificate Insurer.
4 Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each regular interest issued by
REMIC II.
-3-
The Mortgage Loans are comprised of two Loan Groups and have an aggregate
principal balance as of the Cut-off Date of $622,622,136.60.
In consideration of the mutual agreements herein contained, the Company, the
Master Servicer and the Trustee agree as follows:
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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.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$119,500 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the close
of business on the Business Day immediately preceding the most recent
anniversary of the Cut-off Date coinciding with or preceding such date of
determination (or, if such date of determination is an anniversary of the
Cut-off Date, the Business Day immediately preceding such date of
determination) (for purposes of this definition, the "Relevant Anniversary")
and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary (other than Additional Collateral Loans, if any)
having a Loan-to-Value Ratio at origination which exceeds 75% and (ii)
$100,000; and
(B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than Additional
Collateral Loans, if any) which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate thereof was
equal to the weighted average (based on the principal balance of the
Mortgage Loans as of the Relevant Anniversary) of the Net Mortgage
Rates of all Mortgage Loans as of the Relevant Anniversary less 1.25%
per annum, (y) a number equal to the weighted average remaining term to
maturity, in months, of all Non-Primary Residence Loans remaining in
the Mortgage Pool as of the Relevant Anniversary, and (z) one plus the
quotient of the number of all Non-Primary Residence Loans remaining in
the Mortgage Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii)
$50,000, over
(2) the aggregate amount of Bankruptcy Losses allocated solely to one
or more specific Classes of Certificates in accordance with Section 4.05 since
the Relevant Anniversary.
-5-
The Bankruptcy Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency (without giving effect to the
Certificate Policy in the case of the Insured 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 (ii) provide a copy of such written
confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and maintained
pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Bank
One, National Association, as trustee, in trust for the registered holders of
Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 2001-S10" and which must be an Eligible Account.
Certificate Insurance Account: The account established pursuant to Section
12.02(b) of this Series Supplement.
Certificate Insurance Payment: Any payment made by the Certificate Insurer with
respect to any Insured Certificates under the Certificate Policy.
Certificate Insurer: Ambac Assurance Corporation, a stock insurance company
organized and created under the laws of the State of Wisconsin, and any
successors thereto.
Certificate Insurer Default: The existence and continuance of a failure by the
Certificate Insurer to make a payment required under the Certificate Policy in
accordance with its terms.
Certificate Policy: The Certificate Guaranty Insurance Policy (No. AB0462BE)
issued by the Certificate Insurer for the benefit of the Holders of any Insured
Certificates, including any endorsements thereto, attached hereto as Exhibit
Six.
Certificate Principal Balance: With respect to each Certificate (other than any
Interest Only Certificate), on any date of determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as specified
on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant to Section
4.02(a) (or Section 4.02(g) with respect to the Insured Certificates) 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; provided, however, that solely for purposes of determining
the Certificate Insurer's rights as subrogee to the Insured
Certificateholders, the Certificate Principal Balance of any Insured
Certificate shall be deemed to not be
-6-
reduced by any principal amounts paid to the Holder thereof from
Certificate Insurance Payments, unless such amounts have been
reimbursed to the Certificate Insurer pursuant to Section 4.02(a)(xvi)
or Section 4.02(f);
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding (not taking into consideration any reductions
in the Certificate Principal Balances of the Insured Certificates due to a
withdrawal of funds from the related Rounding Account).
Class A Certificate: Any one of the Group I Certificates or the Group II
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class A-V Certificate: Any one of the Class I-A-V Certificates or Class II-A-V
Certificates
Class A-P Certificate: Any one of the Class I-A-P Certificates or Class II-A-P
Certificates
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in the REMIC for
purposes of the REMIC Provisions.
Closing Date: May 25, 2001.
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
Agreement is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0126, Attention: Residential Funding Corporation Series 2001-S10.
Corresponding Certificated Interests: With respect to Uncertificated REMIC I
Regular Interest U, the Class I-A-1 Certificates, Class I-A-2 Certificates,
Class I-A-3 Certificates, Class I-A-4 Certificates and Class I-A-5 Certificates;
with respect to Uncertificated REMIC I Regular Interest V, the Class II-A-1
Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4
Certificates, Class II-A-5 Certificates and Class R-II Certificates; with
respect to Uncertificated REMIC I Regular Interest W, the Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates; with respect to
Uncertificated REMIC I Regular Interest X, the Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates; with respect to Uncertificated REMIC I
Regular Interest Y, the Class I-A-P Certificates; with respect to Uncertificated
REMIC I Regular Interest Z, the Class II-A-P Certificates; with respect to each
Uncertificated REMIC I Group I IO Regular Interest, the related Uncertificated
Class I-A-V REMIC Regular Interest; and with respect to each Uncertificated
REMIC I Group II IO Regular Interest, the related Uncertificated Class II-A-V
REMIC Regular Interest.
-7-
Cumulative Insurance Payments: As of any time of determination, the aggregate
of all Certificate Insurance Payments previously made by the Certificate Insurer
under the Certificate Policy minus the aggregate of all payments previously made
to the Certificate Insurer pursuant to Sections 4.02(a)(xvi) and 4.02(f) of this
Series Supplement as reimbursement for Certificate Insurance Payments.
Cut-off Date: May 1, 2001.
Deceased Holder: A Certificate Owner of an Insured Certificate who was a
natural person living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other person empowered to act on
behalf of a deceased Certificate Owner causes to be furnished to the Depository
Participant evidence of death satisfactory to the Depository Participant and any
tax waivers requested by the Depository Participant.
Determination Date: With respect to any Distribution Date, the second Business
Day prior to such Distribution Date.
Discount Net Mortgage Rate: With respect to the Group I Loans, 6.50% per annum,
and with respect to the Group II Loans, 6.75% per annum.
Due Period: With respect to each Distribution Date and any Mortgage Loan, the
period commencing on the second day of the month prior to the month in which
such Distribution Date occurs and ending on the first day of the month in which
such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the portion, if any, of the Available
Distribution Amount remaining after reduction by the sum of (i) the aggregate
amount of Accrued Certificate Interest on the Senior Certificates, (ii) the
Senior Principal Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the related Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
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 aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the Cut-off Date up
to such date of determination and (Y) from the first to the second anniversary
of the Cut-off Date, an amount equal to 2.00% of the aggregate outstanding
principal balance of all of the Mortgage Loans as of the Cut- off Date minus the
aggregate amount allocated through subordination with respect to Fraud Losses up
to such date of determination and (Z) from the second to the fifth anniversary
as of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the most recent anniversary of the Cut-off Date and (b) 1.00% of
the aggregate outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the aggregate amount
of Fraud Losses allocated solely to one or more specific Classes of Certificates
in accordance
-8-
with Section 4.05 of this Series Supplement since the most recent anniversary of
the Cut-off Date up to such date of determination. On and after the fifth
anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency (without giving effect to the
Certificate Policy in the case of the Insured 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 (ii) provide a copy of such written
confirmation to the Trustee.
Group I Certificate: Any one of the Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class I-A-P, Class I-A-V and Class R-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, each such Certificate
(other than the Class I-A-V and Class R-I Certificates) evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and representing an undivided interest in Loan Group I.
Group I Loans: The Mortgage Loans designated in Exhibit One.
Group I Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group I Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan) in
Loan Group I immediately prior to such Distribution Date.
Group I Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount related to Loan
Group I remaining after the distribution therefrom of all amounts required to be
distributed therefrom pursuant to Section 4.02(a)(i)(X) and Section
4.02(a)(ii)(X) of this Series Supplement or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class I-A-P
Certificateholders pursuant to Section 4.02(d), and (b) the sum of the amounts
required to be distributed therefrom to the Group I Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvii)
and (xviii).
Group II Certificate: Any one of the Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class II-A-P, Class II-A-V and Class R-II
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, each such
Certificate (other than the Class II-A-V and Class R-II Certificates)
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions, and representing an undivided interest in Loan
Group II.
Group II Loans: The Mortgage Loans designated in Exhibit Two.
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Group II Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Group II Certificates immediately prior to
such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan) in
Loan Group II immediately prior to such Distribution Date.
Group II Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount related to Loan
Group II remaining after the distribution therefrom of all amounts required to
be distributed therefrom pursuant to Section 4.02(a)(i)(Y) and Section
4.02(a)(ii)(X) of this Series Supplement or, after the Credit Support Depletion
Date, the amount required to be distributed therefrom to the Class II-A-P
Certificateholders pursuant to Section 4.02(d), and (b) the sum of the amounts
required to be distributed therefrom to the Group II Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section 4.02(a)(xvii)
and (xviii).
Guaranteed Distribution: With respect to any Insured Certificates and any
Distribution Date, as defined in the Certificate Policy.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Individual Insured Certificate: An Insured Certificate that evidences $1,000
Initial Certificate Principal Balance.
Initial Monthly Payment Fund: $95,842, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in June 2001, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with the definition of "Trust
Fund".
Initial Notional Amount: With respect to any Class A-V Certificates or Subclass
thereof issued pursuant to Section 5.01(c), the aggregate Cut-off Date Principal
Balance of the Mortgage Loans corresponding to the Uncertificated Class A-V
REMIC Regular Interests represented by such Class or Subclass.
Initial Subordinate Class Percentage: With respect to each Class of Subordinate
Certificates, an amount which is equal to the initial aggregate Certificate
Principal Balance of such Class of Subordinate Certificates divided by the
aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off
Date as follows:
Class M-1: 1.65% Class B-1: 0.25%
Class M-2: 0.75% Class B-2: 0.20%
Class M-3: 0.45% Class B-3: 0.20%
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Insurance Premium: With respect to the Certificate Policy and any Distribution
Date, an amount equal to one-twelfth of 0.05% of the Certificate Principal
Balance of each Class of Insured Certificates.
Insured Certificates: Any one of the Class I-A-1 Certificates or Class II-A-2
Certificates.
Interest Accrual Period: With respect to any Certificates and any Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.
Interest Only Certificates: Any one of the Class A-V Certificates. The Interest
Only Certificates will have no Certificate Principal Balance.
Living Owner: A Certificate Owner of an Insured Certificate other than a
Deceased Holder.
Loan Group: Loan Group I or Loan Group II.
Loan Group I: The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II Loans.
Lockout Certificates: Any one of the Class I-A-5 Certificates or Class II-A-5
Certificates.
Lockout Percentage: For any Distribution Date occurring prior to the
Distribution Date in June 2006, 0%. The Lockout Percentage for any Distribution
Date occurring after the first five years following the Closing Date will be as
follows: for any Distribution Date during the sixth year after the Closing Date,
30%; for any Distribution Date during the seventh year after the Closing Date,
40%; for any Distribution Date during the eighth year after the Closing Date,
60%; for any Distribution Date during the ninth year after the Closing Date,
80%; and for any Distribution Date thereafter, 100%.
Maturity Date: May 25, 2031, the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (with respect to the Group I Loans) and Exhibit Two (with
respect to the Group II Loans) (as amended from time to time to reflect the
addition of Qualified Substitute Mortgage Loans), which list or lists shall set
forth the following information as to each Mortgage Loan in the related Loan
Group:
(a) the Mortgage Loan identifying number ("RFC LOAN #"); (b) the
maturity of the Mortgage Note ("MATURITY DATE"); (c) the Mortgage Rate
("ORIG RATE"); (d) the Subservicer pass-through rate ("CURR NET"); (e)
the Net Mortgage Rate ("NET MTG RT"); (f) the Pool Strip Rate ("STRIP");
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(g) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence;
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence; and
(m) whether such Mortgage Loan constitutes a Group I Loan or Group II
Loan.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to any Class
A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Class or
Subclass as of the day immediately preceding such Distribution Date (or, with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-V and Principal Only Certificates) and Class R Certificates and any
Distribution Date, the per annum rates set forth in the Preliminary Statement
hereto. With respect to the Class M Certificates and Class B Certificates and
any Distribution Date, a rate equal to the weighted average of the
Uncertificated REMIC I Regular Interest W and Uncertificated REMIC I Regular
Interest X, each weighted based on its Uncertificated Principal Balance. With
respect to the Class M Certificates and Class B Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 6.465829% per annum. With
respect to the Class A-V Certificates (other than any Subclass thereof) and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans in the related Loan
Group as of the Due Date in the related Due Period, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans as of the day
immediately preceding such Distribution Date (or, with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). With respect
to the Class I-A-V Certificates and the initial Distribution Date, the
Pass-Through Rate is equal to 0.5151% per annum. With respect to the Class
II-A-V Certificates and the initial Distribution Date, the Pass-Through Rate is
equal to 0.2895% per annum. With respect to any Subclass of Class A-V
Certificates and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans
corresponding to the applicable Uncertificated Class A-V REMIC Regular Interests
represented by such Subclass as of the Due Date in the related Due Period,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans as of the day immediately preceding such Distribution Date (or
with respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Principal Only Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
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Prepayment Assumption: A prepayment assumption of 250% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates for each Loan Group, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in
June 2006 (unless the Certificate Principal Balances of the Group I
Certificates, in the case of the Available Distribution Amount for Loan
Group I, or the Group II Certificates, in the case of the Available
Distribution Amount for Loan Group II, unless the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates) have been reduced to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed as
a percentage, the numerator of which is the Certificate Principal
Balance of such Class immediately prior to such date and the
denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of
Subordinate Certificates then outstanding with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been
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reduced to zero (such percentage as recalculated, the "Recalculated
Percentage"); (c) the total amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall
be allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii) above as
if the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class I-A-P Certificates or
Class II-A-P Certificates.
Random Lot: With respect to any Distribution Date, the method by which
the Depository will determine which Insured Certificates will be paid, using its
established random lot procedures or, if the Insured Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
REMIC I: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made (except as provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
(v) the Rounding Accounts, and
(vi) all proceeds of clauses (i) through (v) above.
Notwithstanding the foregoing, the REMIC election with respect to REMIC
I specifically excludes the Initial Monthly Payment Fund and the Reserve Fund.
REMIC I Certificates: The Class R-I Certificates.
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REMIC II: The segregated pool of assets consisting of the Uncertificated
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
the holders of the Class I-A-1, Class I- A-2, Class I-A-3, Class I-A-4, Class
I-A-5, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5,
Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and R-II Certificates pursuant to
Section 2.06, with respect to which a separate REMIC election is to be made. The
REMIC election with respect to REMIC II specifically excludes the Initial
Monthly Payment Fund and the Reserve Fund.
REMIC II Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4, Class I-A-5, Class II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5, Class I-A-P, Class II-A-P, Class I-A-V, Class II-A-V,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and R-II
Certificates.
Reserve Fund: Any one or more segregated trust accounts that are
Eligible Accounts, which shall be titled "Reserve Fund, Bank One, National
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
2001-S10, Class I-A-1 and Class II-A-2."
Reserve Fund Deposit: $15,000.
Reserve Fund Withdrawal: As defined in Section 4.10.
Rounding Account: With respect to each Class of Insured Certificates,
the account created and maintained for such Class of Insured Certificates
pursuant to Section 4.11.
Rounding Amount: With respect to each Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the related
Insured Certificates upward to the next higher integral multiple of $1,000.
Scheduled Final Distribution Date: May 25, 2031.
Senior Certificate: Any one of the Class A or Class R Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit
D, respectively.
Senior Percentage: The Group I Percentage, with respect to Loan Group I,
or the Group II Percentage, with respect to Loan Group II.
Senior Principal Distribution Amount: The Group I Senior Principal
Distribution Amount or Group II Senior Principal Distribution Amount.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$6,226,221 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut- off
Date, the Adjustment Amount shall be equal to the amount, if any, by which the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds
the greater of (A) the greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the largest outstanding
principal balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the outstanding principal
balance of all Mortgage Loans on the Distribution Date immediately preceding
such anniversary and (iii) the aggregate outstanding principal balance (as of
the immediately preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of Mortgage Loans by
aggregate principal balance as of such anniversary and (B) the greater of (i)
the product of 0.50% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the numerator of which is equal to the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Mortgage Loans secured by Mortgaged Properties located in
the State of California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed as a percentage, and the denominator of which is equal to
49.98% (which percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the largest Mortgage Loan secured by a Mortgaged Property
located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Insured 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 (ii) provide a
copy of such written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group and each Class of Subordinate Certificates, (a)
the sum of (i) the product of (x) the Class's pro rata share, based on the
Certificate Principal Balance of each such Class then outstanding, and (y) the
aggregate of the amounts calculated for such Distribution Date under clauses
(1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement (without
giving effect to the Senior Percentage) to the extent not payable to the Senior
Certificates; (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Subordinate Certificates then outstanding, of
the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) of this
Series Supplement (without giving effect to the Senior Accelerated Distribution
Percentage) to the extent such collections are not otherwise distributed to the
Senior Certificates; (iii) the product of (x) the related Prepayment
Distribution Percentage and (y) the aggregate of all Principal Prepayments in
Full received in the related Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to a Discount
Mortgage Loan) to the extent not payable to the Senior Certificates; (iv) if
such Class is the Class of Subordinate Certificates with the Highest Priority,
any Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such
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amounts are not attributable to Realized Losses which have been allocated to a
Class of Subordinate Certificates minus (b) with respect to the Class of
Subordinate Certificates with the Lowest Priority, any Excess Subordinate
Principal Amount for such Distribution Date; provided, however, that the
Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the outstanding
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.
Trust Fund: REMIC I, REMIC II, the Initial Monthly Payment Fund, the
Reserve Fund and the Certificate Policy.
Uncertificated Class I-A-V REMIC Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated Class I-A-V REMIC Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated Class I-A-V REMIC Pass-Through
Rate and the notional amount of such uncertificated interest was equal to the
related Uncertificated Class I-A-V REMIC Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class I-A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated Class I-A- V REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Class I-A-V REMIC Notional Amount and such Distribution Date.
Uncertificated Class I-A-V REMIC Notional Amount: With respect to each
Uncertificated Class I-A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC I Group I IO Notional Amount.
Uncertificated Class I-A-V REMIC Pass-Through Rate: With respect to each
Uncertificated Class I-A-V REMIC Regular Interest, the related Uncertificated
REMIC I Pass-Through Rate. For federal income tax purposes, an amount equal to
100% of the interest paid on the related Uncertificated REMIC I Group I IO
Regular Interest.
Uncertificated Class A-V REMIC Regular Interests: The Uncertificated Class
I-A-V REMIC Regular Interests or Uncertificated Class II-A-V REMIC Regular
Interests
Uncertificated Class I-A-V REMIC Regular Interests: The 656
uncertificated partial undivided beneficial ownership interests in the Trust
Fund numbered sequentially from 1 through 656 each relating to the particular
Group I Loan identified by sequential number on the Mortgage Loan Schedule, each
having no principal balance, and each bearing the respective Pool Strip Rate on
the Stated Principal Balance of the related Mortgage Loan.
Uncertificated Class II-A-V REMIC Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated Class II-A-V REMIC Regular
Interest, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on each
such uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated Class II-A-V REMIC Pass-Through
Rate and the notional amount of such uncertificated interest was equal to the
related Uncertificated Class II-A-V REMIC
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Notional Amount; provided, that any reduction in the amount of Accrued
Certificate Interest resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the Class II-A-V
Certificateholders pursuant to Section 4.05 hereof shall be allocated to the
Uncertificated Class II-A-V REMIC Regular Interests pro rata in accordance with
the amount of interest accrued with respect to each related Uncertificated Class
II-A-V REMIC Notional Amount and such Distribution Date.
Uncertificated Class II-A-V REMIC Notional Amount: With respect to each
Uncertificated Class II-A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC I Group II IO Notional Amount.
Uncertificated Class II-A-V REMIC Pass-Through Rate: With respect to
each Uncertificated Class II-A-V REMIC Regular Interest, the related
Uncertificated REMIC I Pass-Through Rate. For federal income tax purposes, an
amount equal to 100% of the interest paid on the related Uncertificated REMIC I
Group II IO Regular Interest.
Uncertificated Class II-A-V REMIC Regular Interests: The 795
uncertificated partial undivided beneficial ownership interests in the Trust
Fund numbered sequentially from 1 through 795 each relating to the particular
Group II Loan identified by sequential number on the Mortgage Loan Schedule,
each having no principal balance, and each bearing the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to (A)(i)
$250,026,000 with respect to Uncertificated REMIC I Regular Interest U, (ii)
$350,014,100 with respect to Uncertificated REMIC I Regular Interest V, (iii)
$9,069,649.75 with respect to Uncertificated REMIC I Regular Interest W, (iv)
$12,722,718.39 with respect to Uncertificated REMIC I Regular Interest X, (v)
$22,237.34 with respect to Uncertificated REMIC I Regular Interest Y, and (vi)
$767,332.12 with respect to Uncertificated REMIC I Regular Interest Z, minus (B)
the sum of (x) the aggregate of all amounts previously deemed distributed with
respect to such interest and applied to reduce the Uncertificated Principal
Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all
reductions in Uncertificated Principal Balance deemed to have occurred in
connection with Realized Losses that were previously deemed allocated to the
Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest
pursuant to Section 10.04(d).
Uncertificated REMIC I Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular Interest U, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class I-A-1, Class
I-A-2, Class I-A-3, Class I-A-4 and Class I-A-5 Certificates if the Pass-Through
Rate on such Class were equal to the Uncertificated REMIC I Pass-Through Rate
and the Uncertificated Principal Balance were the Certificate Principal Balance,
(ii) as to Uncertificated REMIC I Regular Interest V, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5 and Class R-II Certificates if the Pass-Through Rate
on such Class were equal to the Uncertificated REMIC I Pass-Through Rate and the
Uncertificated Principal Balance were the Certificate Principal Balance, (iii)
as to Uncertificated REMIC I Regular Interest W, an amount equal
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to the aggregate amount of Accrued Certificate Interest relating to the Group I
Loans that would result under the terms of the definition thereof on the Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates if
the Pass-Through Rate on such Class were equal to the Uncertificated REMIC I
Pass-Through Rate and the Uncertificated Principal Balance were the Certificate
Principal Balance, (iv) as to Uncertificated REMIC I Regular Interest X, an
amount equal to the aggregate amount of Accrued Certificate Interest relating to
the Group II Loans that would result under the terms of the definition thereof
on the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates if the Pass-Through Rate on such Class were equal to the
Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal
Balance were the Certificate Principal Balance, (v) as to Uncertificated REMIC I
Regular Interest Y and Uncertificated REMIC I Regular Interest Z, the
Uncertificated REMIC I Regular Interest Y and Uncertificated REMIC I Regular
Interest Z will receive no Uncertificated REMIC I Accrued Interest, (vi) as to
each Uncertificated REMIC I Group I IO Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest was equal to the related
Uncertificated REMIC I Pass-Through Rate and the notional amount of such
uncertificated interest was equal to the related Uncertificated REMIC I Group I
IO Notional Amount, (vii) as to each Uncertificated REMIC Group II IO Regular
Interest, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on each
such uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated REMIC I Pass-Through Rate and
the notional amount of such uncertificated interest was equal to the related
Uncertificated REMIC I Group II IO Notional Amount; provided, that any reduction
in the amount of Accrued Certificate Interest resulting from the allocation of
Prepayment Interest Shortfalls, Realized Losses or other amounts to the
Certificates pursuant to Sections 4.02(a) and 4.05 hereof shall be allocated to
the Uncertificated REMIC I Regular Interests for which such Certificates are the
Corresponding Certificated Interests.
Uncertificated REMIC I Group I IO Notional Amount: With respect to each
Uncertificated REMIC I Group I IO Regular Interest, the Stated Principal Balance
of the related Non-Discount Mortgage Loan.
Uncertificated REMIC I Group I IO Regular Interests: The 656
uncertificated partial undivided beneficial ownership interests in REMIC I, each
relating to a Mortgage Loan with a Net Mortgage Rate in excess of 6.50%, each
having no principal balance, and each bearing interest at the respective
Uncertificated REMIC I Pass-Through Rate on the Uncertificated REMIC I IO
Notional Amount.
Uncertificated REMIC I Group II IO Notional Amount: With respect to each
Uncertificated REMIC I Group II IO Regular Interest, the Stated Principal
Balance of the related Non-Discount Mortgage Loan.
Uncertificated REMIC II Group II IO Regular Interests: The 795
uncertificated partial undivided beneficial ownership interests in REMIC I, each
relating to a Mortgage Loan with a Net Mortgage Rate in excess of 6.75%, each
having no principal balance, and each bearing interest at the respective
Uncertificated REMIC I Pass-Through Rate on the Uncertificated REMIC I Group II
IO Notional Amount.
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Uncertificated REMIC I Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests U, V, W, X, Y and Z, 6.50%, 6.75%,
6.50%, 6.75%, 0.00% and 0.00%, respectively. With respect to the Uncertificated
REMIC I Group I IO Regular Interests and Uncertificated REMIC I Group II IO
Regular Interests, an amount equal to the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC I Regular Interest U: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class I-A-1
Certificates, Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4
Certificates and Class I-A-5 Certificates, and which bears interest at a rate
equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class II-A-1
Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates, Class II-A-4
Certificates, Class II-A-5 Certificates and Class R-II Certificates, and which
bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, to the extent
such Certificates relate to the Group I Loans, and which bears interest at a
rate equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, to the extent
such Certificates relate to the Group II Loans, and which bears interest at a
rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class I-A-P
Certificates, and which bears interest at a rate equal to 0.00% per annum.
Uncertificated REMIC I Regular Interest Z: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class II-A-P
Certificates, and which bears interest at a rate equal to 0.00% per annum.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular
Interest U, Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I
Regular Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated
REMIC I Regular Interest Y, Uncertificated REMIC I Regular Interest Z,
Uncertificated REMIC I Group I IO Regular Interests and Uncertificated REMIC I
Group II IO Regular Interests.
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Uncertificated REMIC I Group I IO Regular Interest Distribution Amounts:
With respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated Class I-A-V REMIC Regular Interests for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Group II IO Regular Interest Distribution
Amounts: With respect to any Distribution Date, the sum of the amounts deemed to
be distributed on the Uncertificated Class II-A-V REMIC Regular Interests for
such Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest U Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest V Distribution Amount, the
Uncertificated REMIC I Regular Interest W Distribution Amount, the
Uncertificated REMIC I Regular Interest X Distribution Amount, the
Uncertificated REMIC I Regular Interest Y Distribution Amount, the
Uncertificated REMIC I Regular Interest Z Distribution Amount, the
Uncertificated REMIC I Group I IO Regular Interest Distribution Amount and the
Uncertificated REMIC I Group II IO Regular Interest Distribution Amount.
Underwriter: Bear, Xxxxxxx & Co. Inc.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles,
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Sections or Subsections shall mean the corresponding Articles, Sections and
Subsections in the Pooling and Servicing Agreement. The definitions set forth
herein include both the singular and the plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibits One and Two
hereto with respect to each Mortgage Loan or the Mortgage Loans,
as the case may be, in Loan Group I and Loan Group II,
respectively, is true and correct in all material respects at the
date or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures that (a) at
least 30% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (b) at least 25% of the Stated Principal Balance of the
Mortgage Loans at origination if the Loan-to-Value Ratio is
between 90.00% and 85.01%, and (c) at least 12% of such balance
if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the
best of the Company's knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is entitled to
the benefits thereunder. 0.6% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date will be secured
by Pledged Assets in addition to the related Mortgaged Property
and in lieu of any Primary Insurance Policy;
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(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 0.9% of the Group I Loans and no more
than 0.8% of the Group II Loans, by aggregate Stated Principal
Balance as of the Cut-off Date, are secured by Mortgaged
Properties located in any one zip code area in California, and no
more than 0.9% of the Group I Loans and no more than 1.1% of the
Group II Loans, by aggregate Stated Principal Balance as of the
Cut-off Date, are secured by Mortgaged Properties located in any
one zip code area outside California;
(vii) The improvements upon the Mortgaged Properties are
insured against loss by fire and other hazards as required by the
Program Guide, including flood insurance if required under the
National Flood Insurance Act of 1968, as amended. The Mortgage
requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such
insurance at the Mortgagor's expense and to seek reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company 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 assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) No more than 9.85% of the Group I Loans and no more
than 9.81% of the Group II Loans by aggregate Stated Principal
Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) None of the Group I Loans, and approximately 0.2% of
the Group II Loans by aggregate Stated Principal Balance as of
the Cut-off Date were Buydown Mortgage Loans;
(xii) 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);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect, unless the Mortgaged Properties
are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
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(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to any Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller has
represented that either (a) the value of the related Mortgaged
Property as of the date the Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced Mortgage Loan or (b) the Loan-
to-Value Ratio of the Mortgage Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months;
(xvii) One of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)0.6% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are Pledged Asset Loans
and none of the Mortgage Loans are Additional Collateral Loans.
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 Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), 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 Company 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 Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company 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 Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or
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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. (See Section
2.04 of the Standard
Terms)
Section 2.05 Execution and Authentication of Certificates.
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 Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
-26-
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Certificate Insurer the Insurance Premium, to the
Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the Master
Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to
the Certificate Insurer, in the case of a distribution pursuant to
Section 4.02(a)(xvi) below, the amount required to be distributed to the
Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each
Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to
the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may be,
or, if such Certificateholder has not so notified the Master Servicer or
the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (which share (A)
with respect to each Class of Certificates (other than any Subclass of
the Class A-V Certificates), shall be based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Class A-V
Certificates, shall be equal to the amount (if any) distributed pursuant
to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the
following amounts, in the following order of priority (subject to the
provisions of Section 4.02(b) below), in each case to the extent of the
Available Distribution Amount for both Loan Groups and, together with,
as to any Insured Certificate, any Reserve Fund Withdrawal pursuant to
Section 4.10 of this Series Supplement and any Guaranteed Distribution
pursuant to Section 12.02 of this Series Supplement:
(i) (X) from the Available Distribution Amount related to
the Group I Loans, to the Group I Certificates (other than the
Class I-A-P Certificates), on a pro rata basis based on the
Accrued Certificate Interest on such Classes of Certificates (or
Subclasses, if any, with respect to the Class I-A-V Certificates)
for such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a)
(the "Group I Senior Interest Distribution Amount"); and
(Y) from the Available Distribution Amount related
to the Group II Loans, to the Group II Certificates (other than
the Class II-A-P Certificates), on a pro rata basis based on
Accrued Certificate Interest payable on such Classes of
Certificates (or Subclasses, if any, with respect to the Class
II-A-V Certificates) for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining
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unpaid from any previous Distribution Date except as provided in
the last paragraph of this Section 4.02(a) (the "Group II Senior
Interest Distribution Amount"); and
(ii) (X) to the Class A-P Certificates, the related Class
A-P Principal Distribution Amount (as defined in Section
4.02(b)(i) herein); and
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(iii) through (e), the sum of the following
(applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
(A) the related Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan)
in the related Loan Group, whether or not received
on or prior to the related Determination Date,
minus the principal portion of any related Debt
Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt
Service Reductions with respect to each Discount
Mortgage Loan in such Loan Group) which together
with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any
Mortgage Loan in the related Loan Group repurchased
during the preceding calendar month (or deemed to
have been so repurchased in accordance with Section
3.07(b) of the Standard Terms) pursuant to Sections
2.02, 2.04 or 4.07 of the Standard Terms and
Section 2.03 of the Standard Terms and this Series
Supplement, and the amount of any shortfall
deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan
from the related Loan Group pursuant to Section
2.04 of the Standard Terms or Section 2.03 of the
Standard Terms and this Series Supplement, during
the preceding calendar month (other than the
related Discount Fraction of such Stated Principal
Balance or shortfall with respect to each Discount
Mortgage Loan in such Loan Group); and
(3) the principal portion of all other
unscheduled collections with respect to the related
Loan Group (other than Principal Prepayments in
Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan in such Loan Group
described in Section 4.02(a)(ii)(Y)(B) of this
Series Supplement, including without limitation any
related Insurance Proceeds, Liquidation Proceeds
and
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REO Proceeds) received during the preceding
calendar month (or deemed to have been so received
in accordance with Section 3.07(b) of the Standard
Terms) to the extent applied by the Master Servicer
as recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 of the Standard Terms
(other than the related Discount Fraction of the
principal portion of such unscheduled collections,
with respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan in the
related Loan Group for which a Cash Liquidation or a REO
Disposition occurred during the preceding calendar month
(or was deemed to have occurred during such period in
accordance with Section 3.07(b) of the Standard Terms) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the related
Senior Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan (other than
the related Discount Fraction of such Stated Principal
Balance, with respect to each Discount Mortgage Loan) and
(b) the related Senior Accelerated Distribution Percentage
for such Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 of the Standard Terms (in each case other than the
portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i)(C)
of this Series Supplement);
(C) the related Senior Accelerated Distribution
Percentage for such Distribution Date times the aggregate
of all Principal Prepayments in Full received in the
related Prepayment Period and Curtailments with respect to
the related Loan Group received in the preceding calendar
month (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments, with
respect to each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for
such Distribution Date allocated to the related Loan
Group; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(F) to the Holders of the Group I Certificates or
Group II Certificates, as applicable, amounts required to
be distributed pursuant to Section 4.02(c);
-29-
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for each Loan Group for such
Distribution Date, minus (y) the amount of any related Class A- P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for each Loan Group for such
Distribution Date, minus (y) the amount of any related Class A- P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(ix),
(xi), (xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for each Loan Group for such
-30-
Distribution Date, minus (y) the amount of any related Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) of this Series Supplement are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for each Loan Group for such Distribution Date, minus (y) the
amount of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) of this
Series Supplement are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for each Loan Group for such Distribution Date, minus (y) the
amount of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv)
of this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for each Loan Group for such Distribution Date, minus (y) the
amount of any related Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
-31-
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Certificate Insurer, as subrogee of the
Insured Certificateholders, an amount necessary to reimburse the
Certificate Insurer for claims paid under the Certificate Policy,
to the extent of Cumulative Insurance Payments on the Insured
Certificates;
(xvii) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount for the related Loan
Group remaining after the foregoing distributions, together with
any related Guaranteed Distributions and Rounding Account
withdrawals with respect to the Class I-A-1 Certificates and
Class II-A-2 Certificates, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount for each Loan
Group remaining after the Senior Certificates have been retired,
applied to reduce the Certificate Principal Balance of each such
Class of Subordinate Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class of
Subordinate Certificates; and
(xviii)to the Class R-II Certificates, the balance, if
any, of the Available Distribution Amount for both Loan Groups.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and
REO Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) to the Class I-A-P Certificates and Class II-A-P
Certificates from the related Available Distribution Amount,
until the Certificate Principal Balance thereof is reduced to
zero, an amount (in the case of the Class I-A-P Certificates, the
"Class A-P Principal Distribution Amount," and in the case of the
Class II-A-P Certificates, the "Class II-A-P Principal
Distribution Amount," and collectively, the "Class A-P Principal
Distribution Amount") equal to the aggregate of:
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(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan in the related Loan Group due during the related Due
Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction,
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan in the related Loan Group received during
the preceding calendar month or, in the case of Principal
Prepayments in Full, during the related Prepayment Period
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b) of the
Standard Terms) of Discount Mortgage Loans in the related
Loan Group (or, in the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan in the related
Loan Group that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fraction of the
Stated Principal Balance of such Discount Mortgage Loan
immediately prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan
to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for the
related Loan Group for any previous Distribution Date
(calculated pursuant to clauses (A) through (C) above)
that remain undistributed; and
(E) the amount of any related Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any such Class A-P Collection Shortfalls remaining unpaid
for all previous Distribution Dates, but only to the
extent of the Eligible Funds in the related Loan Group for
such Distribution Date;
(ii) the Group I Senior Principal Distribution Amount
shall be distributed as follows:
(A) to the Class R-I Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
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(B) the balance of the Group I Senior Principal
Distribution Amount remaining after the distribution, if
any, described in clause (ii)(A) above shall be
distributed to the Class I-A-5 Certificates, in reduction
of the Certificate Principal Balance thereof, in an amount
equal to the Lockout Percentage of the Class I-A-5
Certificates' pro rata share (based on the Certificate
Principal Balance thereof relative to the aggregate Stated
Principal Balance of all of the Group I Loans (other than
the related Discount Fraction of the Discount Mortgage
Loans in Loan Group I)) of the aggregate of the related
collections described in clauses (ii)(Y)(A), (B), (C) and
(E) of Section 4.02(a) of this Series Supplement without
any application of the Group I Percentage or Group I
Senior Accelerated Distribution Percentage;
provided that, if the aggregate of the related amounts set
forth in clauses (ii)(Y)(A), (B), (C) and (E) of Section
4.02(a) of this Series Supplement is more than the balance
of the related Available Distribution Amount remaining
after the related Senior Interest Distribution Amount and
the Class I-A-P Distribution Amount have been distributed,
the amount paid to the Class I-A-5 Certificates pursuant
to this clause (ii)(B) shall be reduced by an amount equal
to the Class I-A-5 Certificates' pro rata share (based on
the Certificate Principal Balance thereof relative to the
aggregate Stated Principal Balance of all of the Group I
Loans (other than the related Discount Fraction of the
Discount Mortgage Loans in Loan Group I)) of such
difference;
(C) an amount equal to $25,974 of the balance of
the Group I Senior Principal Distribution Amount remaining
after the distributions, if any, described in clauses
(ii)(A) and (B) above shall be distributed for each
Distribution Date commencing on the Distribution Date in
June 2004, to the Class I-A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(D) the balance of the Group I Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (ii)(A) through (C) above shall
be distributed concurrently as follows, until the
Certificate Principal Balance of the Class I-A-2
Certificates has been reduced to zero:
(0) 00.0000000000% to the Class I-A-2 Certificates,
until the Certificate Principal Balance thereof has been
reduced to zero; and
(0) 00.0000000000%, sequentially, to the Class I-A-3
Certificates and Class I-A-4 Certificates, in that order, in
each case until the Certificate Principal Balance thereof
has been reduced to zero;
(E) the balance of the Group I Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (ii)(A)
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through (D) above shall be distributed sequentially, to
the Class I-A-3 Certificates and Class I-A-4 Certificates,
in that order, in each case until the Certificate
Principal Balance thereof has been reduced to zero;
(F) the balance of the Group I Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (ii)(A) through (E) above shall
be distributed to the Class I-A-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(G) the balance of the Group I Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (ii)(A) through (F) above shall
be distributed to the Class I-A-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(iii) the Group II Senior Principal Distribution Amount
shall be distributed as follows:
(A) the Group II Senior Principal Distribution
Amount shall be distributed to the Class R-II
Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(B) the balance of the Group II Senior Principal
Distribution Amount remaining after the distribution, if
any, described in clause (iii)(A) above shall be
distributed to the Class II-A-5 Certificates, in reduction
of the Certificate Principal Balance thereof, in an amount
equal to the Lockout Percentage of the Class II-A-5
Certificates' pro rata share (based on the Certificate
Principal Balance thereof relative to the aggregate Stated
Principal Balance of all of the Group II Loans (other than
the related Discount Fraction of the Discount Mortgage
Loans in Loan Group II)) of the aggregate of the related
collections described in clauses (ii)(Y)(A), (B), (C) and
(E) of Section 4.02(a) of this Series Supplement without
any application of the Group II Percentage or Group II
Senior Accelerated Distribution Percentage;
provided that, if the aggregate of the related amounts set
forth in clauses (ii)(Y)(A), (B), (C) and (E) of Section
4.02(a) of this Series Supplement is more than the balance
of the related Available Distribution Amount remaining
after the related Senior Interest Distribution Amount and
the Class II-A-P Distribution Amount have been
distributed, the amount paid to the Class II-A-5
Certificates pursuant to this clause (iii)(B) shall be
reduced by an amount equal to the Class II-A-5
Certificates' pro rata share (based on the Certificate
Principal Balance thereof relative to the aggregate Stated
Principal Balance of all of the Group II Loans (other than
the related Discount Fraction of the Discount Mortgage
Loans in Loan Group II)) of such difference;
(C) an amount equal to $36,364 of the balance of
the Group II Senior Principal Distribution Amount
remaining after the distributions, if
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any, described in clauses (iii)(A) and (B) above shall be
distributed for each Distribution Date commencing on the
Distribution Date in June 2004, to the Class II-A-2
Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(D) the balance of the Group II Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (iii)(A) through (C) above shall
be distributed concurrently as follows, until the
Certificate Principal Balance of the Class II-A-1
Certificates has been reduced to zero:
(0) 00.0000000000% to the Class II-A-1 Certificates,
until the Certificate Principal Balance thereof has been
reduced to zero; and
(0)00.0000000000%, sequentially, to the Class II-A-3
Certificates and Class II-A-4 Certificates, in that order,
in each case until the Certificate Principal Balance thereof
has been reduced to zero;
(E) the balance of the Group II Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (iii)(A) through (D) above shall
be distributed sequentially, to the Class I-A-3
Certificates and Class I-A-4 Certificates, in that order,
in each case until the Certificate Principal Balance
thereof has been reduced to zero;
(F) the balance of the Group II Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (iii)(A) through (E) above shall
be distributed to the Class II-A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(G) the balance of the Group II Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clauses (iii)(A) through (F) above shall
be distributed to the Class II-A-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero.
(c) Prior to the occurrence of the Credit Support Depletion Date
but after the reduction of the Certificate Principal Balances of either
the Group I Certificates or the Group II Certificates to zero, the
remaining Group I Certificates or Group II Certificates as applicable,
will be entitled to receive, in addition to any Principal Prepayments in
Full and Curtailments related to such Certificates' respective Loan
Group, 100% of the Principal Prepayments in Full and Curtailments on the
Mortgage Loans in the other Loan Group, and in accordance with the
priorities set forth in clause (b) above, and in reduction of the
Certificate Principal Balances thereof, on any Distribution Date unless
(i) the weighted average of the initial Subordinate Percentages for both
Loan Groups, weighted on the basis of the Stated Principal Balances of
the Mortgage Loans in the related Loan Group, is at least two times the
weighted average of the initial Subordinate Percentages for both Loan
Groups
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(calculated on such basis) and (ii) the outstanding principal balance of
the Mortgage Loans in both Loan Groups delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate
outstanding Certificate Principal Balance of the Class M Certificates
and Class B Certificates, is less than 50%. In addition, on any
Distribution Date prior to the Credit Support Depletion Date on which
the aggregate Certificate Principal Balance of either the Group I
Certificates or the Group II Certificates, as applicable, is greater
than the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group in each case after giving effect to distributions to
be made on such Distribution Date, (1) 100% of the Principal Prepayments
in Full and Curtailments allocable to the Class M Certificates and Class
B Certificates on the Mortgage Loans in the other Loan Group will be
distributed to such Class or Classes of Group I Certificates or Group II
Certificates, as applicable, and in accordance with the priorities set
forth in clause (b) above, and in reduction of the Certificate Principal
Balances thereof, until the aggregate Certificate Principal Balance of
such Class or Classes of Certificates equals the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group, and
(2) an amount equal to one month's interest at the applicable
Pass-Through Rate for such Class or Classes of Certificates on the
amount of such difference will be distributed from the Available
Distribution Amount for the other Loan Group allocable to the Class M
Certificates and Class B Certificates first to pay any unpaid interest
on such Class or Classes of Certificates and then to pay principal on
such Classes in the manner described in (1) above.
(d) On or after the occurrence of the Credit Support Depletion
Date, all priorities relating to distributions as described above in
respect of principal among the various Classes of Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and (i) the
remaining Group I Principal Distribution Amount will be distributed to
the Group I Certificates pro rata in accordance with their respective
outstanding Certificate Principal Balances, (ii) the remaining Group II
Principal Distribution Amount will be distributed to the Group II
Certificates (other than the Class II-A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances, (iii) the related Senior Interest Distribution Amount will be
distributed as described in Section 4.02(a)(i)(X) and (Y) and (iv) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of Discount Mortgage Loans in each Loan Group will be
distributed to the related Class A-P Certificates.
(e) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the related Class A-P Certificates)
to zero but prior to the Credit Support Depletion Date, the Senior
Certificates (other than the related Class A-P Certificates) will be
entitled to no further distributions of principal thereon and the
related Available Distribution Amount will be paid solely to the holders
of the related Class A-P, the related Variable Strip and the Subordinate
Certificates, in each case as described herein.
(f) In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash Liquidation
or an REO Disposition that resulted in a Realized Loss, in the event
that within two years of the date on which such Realized Loss was
determined to have occurred the Master Servicer receives amounts, which
the Master Servicer reasonably believes to represent subsequent
recoveries (net of any related
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liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller
pursuant to the applicable Seller's Agreement and assigned to the
Trustee pursuant to Section 2.04), the Master Servicer shall distribute
such amounts to the applicable Certificateholders of the Class or
Classes to which such Realized Loss was allocated (or to the Certificate
Insurer, as subrogee for the Insured Certificateholders, to the extent
the Certificate Insurer made a Guaranteed Distribution in respect of
such Realized Loss, if applicable) (with the amounts to be distributed
allocated among such Classes (or to the Certificate Insurer) in the same
proportions as such Realized Loss was allocated), and within each such
Class to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (or if such Class of
Certificates is no longer outstanding, to the Certificateholders of
record at the time that such Realized Loss was allocated); provided that
no such distribution to any Class of Certificates (or to the Certificate
Insurer) of subsequent recoveries related to a Mortgage Loan shall
exceed, either individually or in the aggregate and together with any
other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to
any instrument or fund established under Section 11.01(e) or (ii) such
Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments were
protected against the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a
combination thereof. Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the Master Servicer to
the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class A-V Certificates), on a
pro rata basis based on the Percentage Interest represented by each
Certificate of such Class as of such Record Date and (ii) with respect
to the Class A-V Certificates, to the related Class A-V Certificates or
any Subclass thereof in the same proportion as the related Realized Loss
was allocated. Any amounts to be so distributed shall not be remitted to
or distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer assets of
the Trust Fund.
(g) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage
firm (a "brokerage firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer shall have any responsibility therefor.
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(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
(i) Notwithstanding the priorities relating to distributions of
principal among the Insured Certificates described above, on any
Distribution Date, distributions in respect of principal on the Insured
Certificates will be allocated among the Certificate Owners of the
Insured Certificates as set forth in Section 4.12. On each Distribution
Date on which amounts are available for distributions in reduction of
the Certificate Principal Balance of any of the Insured Certificates
(including, for purposes of this paragraph and with respect to the
Insured Certificates, the portion of any Certificate Insurance Payment
allocable to principal) the aggregate amount available for such
distributions will be rounded upward by the related Rounding Amount.
Such rounding will be accomplished on the first Distribution Date on
which distributions in reduction of the Certificate Principal Balance of
any of the Insured Certificates are made by withdrawing from the related
Rounding Account the related Rounding Amount for deposit into the
Certificate Account, and such Rounding Amount will be added to the
amount that is available for distributions in reduction of the
Certificate Principal Balance of any of the Insured Certificates. On
each succeeding Distribution Date on which distributions in reduction of
the Certificate Principal Balance of any related Insured Certificates
are made, first, the aggregate amount available for distribution in
reduction of the Certificate Principal Balance of such Insured
Certificates will be applied to repay the applicable Rounding Amount
withdrawn from the related Rounding Account on the prior Distribution
Date and then, the remainder of such allocable amount, if any, will be
similarly rounded upward through another withdrawal from the related
Rounding Account and such determined Rounding Amount will be added to
the amount that is available for distributions in reduction of the
Certificate Principal Balance of such Insured Certificates. Any funds
remaining in a Rounding Account after the Certificate Principal Balance
of the related Insured Certificates is reduced to zero shall be
distributed to the Class R-II Certificateholders.
Section 4.03 Statements to Certificateholders. (See Section 4.03(a)
through (d) of the Standard Terms and Exhibit Three attached
hereto)
(e) The Trustee will make the reports referred to in this Section 4.03
(and, at its option, any additional files containing the same information in an
alternative format) available each month to
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Certificateholders, the Certificate Insurer and other parties to the Agreement
via the Trustee's website, which is presently located at xxx.xxx.xxxxxxx.xxx.
Persons that are unable to use the above website are entitled to have a paper
copy mailed to them via first class mail by calling the Trustee at (800)
524-9472. The Trustee shall have the right to change the way the reports
referred to in this Section 4.03 are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and to
the Certificateholders and the Certificate Insurer. The Trustee shall provide
timely and adequate notification to all the parties mentioned above and to the
Certificateholders and the Certificate Insurer regarding any such change.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Determination Date, the
Master Servicer shall furnish a written statement to the Trustee, the
Certificate Insurer, any Paying Agent and the Company (the information
in such statement to be made available to Certificateholders by the
Master Servicer on request) setting forth (i) the Available Distribution
Amount for each Loan Group, (ii) the amounts required to be withdrawn
from the Custodial Account, Rounding Accounts or Reserve Fund and
deposited into the Certificate Account and Certificate Insurance Account
on the immediately succeeding Certificate Account Deposit Date pursuant
to clause (iii) of Section 4.01(a), (iii) the amount of the Insurance
Premium, and (iv) the amount of Cumulative Insurance Payments as of such
Determination Date; provided, however, that the Master Servicer shall
provide to the Trustee a written statement setting forth the portion of
the Senior Principal Distribution Amount distributable to each Class of
Insured Certificates on any Distribution Date no later than 12:00 Noon
New York time on the Business Day immediately preceding each
Determination Date to enable the Trustee to notify the Depository in
accordance with Section 4.12(c) and (d). 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 aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net
Mortgage Rate), less the amount of any related Servicing Modifications,
Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage Loans as of the
related Due Date, which Monthly Payments were delinquent as of the close
of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance, (ii)
withdraw from amounts on deposit in the Custodial Account and deposit in
the Certificate Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of
such Advance. Any portion of the Amount Held for Future Distribution so
used shall be replaced
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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 amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments due
but delinquent for previous Due Periods, which allocation shall be made,
to the extent practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such allocations shall be
conclusive for purposes of reimbursement to the Master Servicer from
recoveries on related Mortgage Loans pursuant to Section 3.10.
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 an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses,
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Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if any such Realized Losses are on a Discount Mortgage Loan, to the related
Class A-P Certificates in an amount equal to the related Discount Fraction of
the principal portion thereof until the Certificate Principal Balance thereof
has been reduced to zero, and the remainder of such Realized Losses on the
Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans (A) in the case of a Group I Loan, among the Group I
Certificates and the Class I-A-V Certificates in the case of an interest loss,
on a pro rata basis or (B) in the case of a Group II Loan, among the Group II
Certificates and the Class II-A-V Certificates in the case of an interest loss,
on a pro rata basis (subject to Section 4.02(d)), as described below. The
principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess Fraud Losses and Extraordinary Losses on Discount Mortgage Loans will be
allocated to the Class A-P Certificates in an amount equal to the Discount
Fraction thereof and the Group I Percentage or Group II Percentage (as
applicable) of the remainder of such Realized Losses on the Discount Mortgage
Loans and the entire amount of such Realized Losses on Non-Discount Mortgage
Loans will be allocated (A) in the case of a Group I Loan, among the Group I
Certificates and the Class I-A-V Certificates in the case of an interest loss,
on a pro rata basis or (B) in the case of a Group II Loan, among the Group II
Certificates and the Class II-A-V Certificates in the case of an interest loss,
on a pro rata basis, as described below; and the remainder of such Realized
Losses will be allocated among the Class M Certificates and Class B
Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Subordinate Certificates then outstanding with the Lowest
Priority shall be made by operation of the definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a). Allocations of
the interest portions of Realized Losses shall be made in proportion to the
amount of Accrued Certificate Interest and by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions of Section
4.02(a). Allocations of the principal portion of Debt Service Reductions shall
be made by operation of the provisions of Section 4.02(a). All Realized Losses
and all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
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Interests evidenced thereby; provided that if any Subclasses of the Class A-V
Certificates have been issued pursuant to Section 5.01(c), such Realized Losses
and other losses allocated to the Class A-V Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)
Section 4.09 Distributions on the Uncertificated Class A-V REMIC
Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated Class A-V REMIC Regular
Interests, Uncertificated Class A-V REMIC Accrued Interest on the related
Uncertificated Class A-V REMIC Regular Interests for such Distribution Date,
plus any related Uncertificated Class A-V REMIC Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated Class A-V REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-V Certificates under Section 4.05 shall be deemed allocated to related
Uncertificated Class A-V REMIC Regular Interests on a pro rata basis based on
the related Uncertificated Class A-V REMIC Accrued Interest for the related
Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the related
Uncertificated Class A-V REMIC Regular Interest Distribution Amounts deemed to
have been received by the Trustee from the Trust Fund under this Section 4.09.
The amount deemed distributable hereunder with respect to the Class I-A-V
Certificates shall equal 100% of the amounts payable with respect to the
Uncertificated Class I-A-V REMIC Regular Interests. The amount deemed
distributable hereunder with respect to the Class II-A-V Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated Class
II-A-V REMIC Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated Class
A-V REMIC Regular Interests described in this Section 4.09, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
Section 4.10 Reserve Fund.
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No later than the Closing Date, the Trustee will establish and maintain
the Reserve Fund. On the Closing Date the Underwriter shall deposit with the
Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an amount
equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit
into the Certificate Account, and to pay to the holders of any Insured
Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest
Shortfalls otherwise allocable to any Insured Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) of the Standard Terms), and to the
extent of funds on deposit in the Reserve Fund (the amount of such withdrawal
for any Distribution Date, the "Reserve Fund Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of
the Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Reserve
Fund shall not be an asset of any REMIC. The Reserve Fund shall be invested in
Permitted Investments at the direction of the Underwriter. All income and gain
realized from investment of funds deposited in the Reserve Fund shall be
deposited in the Reserve Fund for the sole use and exclusive benefit of the
Reserve Fund. The amount of any loss incurred in respect of any such investments
shall be deposited in the Reserve Fund by the Underwriter out of its own funds
immediately as realized without any right of reimbursement. The balance, if any,
remaining in the Reserve Fund on the Distribution Date on which the Certificate
Principal Balance of the Insured Certificates is reduced to zero will be
distributed by the Trustee to the Underwriter. To the extent that the Reserve
Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be
an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by
the Underwriter and not be owned by more than one Person and (3) any amounts
transferred by any REMIC to the Reserve Fund will be treated as amounts
distributed by any REMIC to the Underwriter, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 4.11 Rounding Account.
No later than the Closing Date, the Trustee will establish and maintain
with itself four segregated trust accounts that are each Eligible Accounts,
which shall be titled "Rounding Account, Bank One, National Association, as
trustee for the registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 2001-S10, Class I-A-1" with
respect to the Class I-A-1 Certificates, and "Rounding Account, Bank One,
National Association, as trustee for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
2001-S10, Class II-A-2" with respect to the Class II-A-2 Certificates. On the
Closing Date, the Underwriter shall deposit with the Trustee, and the Trustee
shall deposit into each Rounding Account, cash in an amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from a Rounding Account to pay to the holders of the related Insured
Certificates pursuant to Section 4.02(i) the related Rounding Amount. In
addition, the Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Certificate Account to
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repay to the related Rounding Account the applicable Rounding Amount from the
prior Distribution Date as contemplated in Section 4.02(i).
Section 4.12 Principal Distributions on the Insured Certificates.
Distributions in reduction of the Certificate Principal Balance of any
Class of Insured Certificates will be made in integral multiples of $1,000 at
the request of the appropriate representatives of Deceased Holders of such
Insured Certificates and at the request of Living Owners of such Insured
Certificates or by mandatory distributions by Random Lot, pursuant to clauses
(a) and (d) below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance of any Class of Insured Certificates are made,
such distributions will be made in the following priority among the holders of
such Class of Insured Certificates:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint tenant or
by a surviving tenant in common, but not exceeding an aggregate amount of
$100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate amount
of $10,000 per request.
Thereafter, distributions will be made, with respect to each Class of
Insured Certificates, as provided in clauses (i) and (ii) above up to a second
$100,000 and $10,000, respectively. This sequence of priorities will be repeated
for each request for principal distributions made by the Certificate Owners of
such Class of Insured Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of any Class of Insured Certificates presented on behalf of Deceased
Holders in accordance with the provisions of clause (i) above will be accepted
in order of their receipt by the Depository. Requests for distributions in
reduction of the Certificate Principal Balance of each Class of Insured
Certificates presented in accordance with the provisions of clause (ii) above
will be accepted in the order of their receipt by the Depository after all
requests presented in accordance with clause (i) have been honored. All requests
for distributions in reduction of the Certificate Principal Balance of each
Class of Insured Certificates will be accepted in accordance with the provisions
set forth in Section 4.12(c). All requests for distributions in reduction of the
Certificate Principal Balance of such Class of Insured Certificates with respect
to any Distribution Date must be received by the Depository and on the
Depository's "participant terminal system" and received by the Trustee no later
than the close of business on the related Record Date. Requests for
distributions that are on the Depository's participant terminal system and
received by the Trustee after the related Record Date and requests, in either
case, for distributions not accepted with respect to any Distribution Date, will
be treated as requests for distributions in reduction of the Certificate
Principal Balances of Insured Certificates on the next succeeding Distribution
Date, and each succeeding Distribution Date thereafter, until such request is
accepted or is withdrawn as provided in Section 4.12(c). Such requests as are
not so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Certificate Owner of the related
Insured Certificate, all in accordance with the
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procedures of the Depository and the Trustee. Upon the transfer of the
beneficial ownership of any Insured Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to have
been withdrawn only upon the receipt by the Trustee on or before the Record Date
for such Distribution Date of notification of such withdrawal in the manner set
forth in Section 4.12(c) on the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of each
Class of Insured Certificates will be applied in an amount equal to the Senior
Principal Distribution Amount allocable to such Class pursuant to Section
4.02(b), plus any amounts available for distribution from the related Rounding
Account established as provided in Section 4.11, provided that the aggregate
distribution in reduction of the Certificate Principal Balances of the Insured
Certificates on any Distribution Date shall be made in an integral multiple of
$1,000.
To the extent that the portion of the Senior Principal Distribution
Amount allocable to distributions in reduction of the Certificate Principal
Balance of each Class of Insured Certificates on any Distribution Date exceeds
the aggregate Certificate Principal Balance of such Class of Insured
Certificates with respect to which distribution requests, as set forth above,
have been received (plus any amounts required to be distributed pursuant to the
Rounding Account), distributions in reduction of the Certificate Principal
Balance of each Class of Insured Certificates will be made by mandatory
distribution pursuant to Section 4.12(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased
Holder for purposes of this Section 4.12 if the death of the Certificate Owner
thereof is deemed to have occurred. Insured Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of the
Certificate Owner, and the Insured Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Insured Certificates beneficially owned by a trust will be considered to be
beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Insured Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate Owner of
such Insured Certificates, as applicable, owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an individual
who was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Insured Certificates will be deemed to be the death of
the Certificate Owner of the Insured Certificates regardless of the registration
of ownership, if such beneficial interest can be established to the satisfaction
of the Depository Participant. Such beneficial interest will be deemed to exist
in typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Certificate beneficial
interests shall include the power to sell, transfer or otherwise dispose of an
Insured Certificate and the right to receive the proceeds therefrom, as well as
interest and distributions in reduction of the Certificate Principal Balance of
the Insured Certificates, as applicable, payable with respect thereto. The
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Trustee shall not be under any duty to determine independently the occurrence of
the death of any deceased Certificate Owner. The Trustee may rely entirely upon
documentation delivered to it pursuant to Section 4.12(c) in establishing the
eligibility of any Certificate Owner to receive the priority accorded Deceased
Holders in Section 4.12(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Insured Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Insured
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the Deceased Holder and the receipt of the appropriate death and tax waivers.
The Depository Participant should in turn make the request of the Depository
(or, in the case of an Indirect Depository Participant, such Indirect Depository
Participant must notify the related Depository Participant of such request,
which Depository Participant should make the request of the Depository) on the
Depository's participant terminal system. The Depository may establish such
procedures as it deems fair and equitable to establish the order of receipt of
requests for such distributions received by it on the same day. None of the
Company, the Master Servicer or the Trustee shall be liable for any delay in
delivery of requests for distributions or withdrawals of such requests by the
Depository, a Depository Participant or any Indirect Depository Participant.
The Depository shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Insured Certificates that
have submitted requests for distributions in reduction of the Certificate
Principal Balance of Insured Certificates, together with the order of receipt
and the amounts of such requests on the Depository's participant terminal
system. The Depository will honor requests for distributions in the order of
their receipt (subject to the priorities described in Section 4.12(a) above).
The Trustee shall notify the Depository as to which requests should be honored
on each Distribution Date at least two Business Days prior to such Distribution
Date based on the report received by the Trustee pursuant to Section 4.04 and
shall notify the Depository as to the amount of the Senior Principal
Distribution amount to be distributed to the Insured Certificates by Random Lot
pursuant to Section 4.12(d). Requests shall be honored by the Depository in
accordance with the procedures, and subject to the priorities and limitations,
described in this Section 4.12. The exact procedures to be followed by the
Trustee and the Depository for purposes of determining such priorities and
limitations will be those established from time to time by the Trustee or the
Depository, as the case may be. The decisions of the Trustee and the Depository
concerning such matters will be final and binding on all affected persons.
Individual Insured Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of an Insured Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the
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Depository's participant terminal system. If such withdrawal of a request for
distribution has not been received on the Depository's participant terminal
system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Insured Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balances of the Insured Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.12, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of any Class of Insured Certificates on a
Distribution Date exceed the outstanding Certificate Principal Balance of the
Insured Certificates with respect to which distribution requests have been
received by the related Record Date, as provided in Section 4.12(a) above, the
additional distributions in reduction of the Certificate Principal Balance of
such Insured Certificates will be made by mandatory distributions in reduction
thereof. Such mandatory distributions on Individual Insured Certificates will be
made by Random Lot in accordance with the then-applicable Random Lot procedures
of the Depository, the Depository Participants and the Indirect Depository
Participants representing the Certificate Owners. The Trustee shall notify the
Depository of the aggregate amount of the mandatory distribution in reduction of
the Certificate Principal Balance of the Insured Certificates to be made on any
such Distribution Date. The Depository shall then allocate such aggregate amount
among its Depository Participants on a Random Lot basis. Each Depository
Participant and, in turn, each Indirect Depository Participant will then select,
in accordance with its own procedures, Individual Insured Certificates from
among those held in its accounts to receive mandatory distributions in reduction
of the Certificate Principal Balance of the Insured Certificates, such that the
total amount so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Depository Participant by the Depository and to
such Indirect Depository Participant by its related Depository Participant, as
the case may be. Depository Participants and Indirect Depository Participants
that hold Insured Certificates selected for mandatory distributions in reduction
of the Certificate Principal Balance thereof are required to provide notice of
such mandatory distributions to the affected Certificate Owners. The Master
Servicer agrees to notify the Trustee of the amount of distributions in
reduction of the Certificate Principal Balance of any Class of Insured
Certificates to be made on each Distribution Date in a timely manner such that
the Trustee may fulfill its obligations pursuant to the letter of
representations dated the Closing Date among the Company, the Trustee and the
Depository.
(e) Notwithstanding any provisions herein to the contrary, on any
Distribution Date on which (i) any Realized Losses are allocated to the Insured
Certificates and (ii) a Certificate Insurer Default has occurred and/or is
continuing, distributions in reduction of the Certificate Principal Balance of
the Insured Certificates will be made pro rata on the basis of their respective
Percentage Interests with the respect to the Insured Certificates among the
Certificate Owners of the Insured Certificates and will not be made in integral
multiples of $1,000 nor pursuant to requests for distribution as permitted by
this Section 4.12 or mandatory distributions by Random Lot.
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(f) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.01 of the Standard Terms, an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Certificate Principal Balance of such Insured
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Insured
Certificates, with the provisions of this Section 4.12.
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ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
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ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
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ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
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ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make elections to treat each of REMIC I and
REMIC II, and subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund and the Reserve Fund) as a REMIC for
federal income tax purposes.
The Uncertificated 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 interest" in the REMIC I. The Class I-A-1, Class I-A-2,
Class I-A-3, Class I-A-4, Class I-A-5, Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class I-A-P, Class II-A-P, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and
to which will be represented by the related Class A-V Certificates, will be
"regular interests" in the REMIC II, and the Class R-II Certificates will be the
sole class of "residual interests" therein for purposes of the REMIC Provisions
(as defined in the Standard Terms) under federal income tax law. On and after
the date of issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c) of the Standard Terms, any such Subclass will represent the
related Uncertificated Class A-V REMIC Regular Interest or Interests specified
by the initial Holder of the related Class A-V Certificates pursuant to said
Section.
Section 10.04 Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
following amounts in the following order of priority to the extent of the
Available Distribution Amount reduced by distributions made to the Class R-I
Certificates pursuant to Section 4.02(a):
(i) Uncertificated REMIC I Accrued Interest on the Uncertificated
REMIC I Regular Interests for such Distribution Date, plus any
Uncertificated REMIC I Accrued Interest thereon remaining unpaid from
any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 10.04(b),
an amount equal to the sum of the amounts in respect of principal
distributable on the Class I-A-1 Certificates, Class I-A-2 Certificates,
Class I-A-3 Certificates, Class I-A-4 Certificates, Class I-A-5
Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates,
Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5
Certificates, Class I-A-P Certificates, Class II-A-P Certificates, Class
M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class
B- 1 Certificates, Class B-2 Certificates, Class B-3 Certificates and
Class R-II Certificates under Section 4.02(a), as allocated thereto
pursuant to Section 4.02(b).
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(b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest U, (ii)
Uncertificated REMIC I Regular Interest V, (iii) Uncertificated REMIC I Regular
Interest W, (iv) Uncertificated REMIC I Regular Interest X, (v) Uncertificated
REMIC I Regular Interest Y and (vi) Uncertificated REMIC I Regular Interest Z
with the amount to be distributed allocated among such interests in accordance
with the priority assigned to the (i) Class I-A-1, Class I-A-2, Class I-A-3,
Class I-A-4 and Class I-A-5 Certificates, (ii) Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5 Certificates, (iii) Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, in each case to the
extent derived from the Group I Loans, (iv) Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates, in each case to the extent
derived from the Group II Loans, (v) Class I-A-P Certificates and (vi) Class
II-A-P Certificates, respectively, under Section 4.02(b) until the
Uncertificated Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 10.04(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular
Interest Distribution Amounts, Realized Losses allocated to the Certificates
shall be allocated to Uncertificated REMIC I Regular Interests in the same
amounts and priorities as allocated to the Corresponding Certificated Interests.
(e) On each Distribution Date, the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
REMIC II Certificates the amounts distributable thereon, from the Uncertificated
REMIC I Regular Interest Distribution Amounts deemed to have been received by
REMIC II from REMIC I under this Section 10.04. The amount deemed distributable
hereunder with respect to the Class I-A-V Certificates shall equal 100% of the
amounts payable with respect to the Uncertificated Class I-A-V REMIC Regular
Interests. The amount deemed distributable hereunder with respect to the Class
II-A-V Certificates shall equal 100% of the amounts payable with respect to the
Uncertificated Class II-A-V REMIC Regular Interests.
(f) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests described in this Section 10.04, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding
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requirements, the Trustee or any Paying Agent, as applicable, shall indicate the
amount withheld to such Certificateholder pursuant to the terms of such
requirements.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard
Terms)
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 the appropriate
address for each recipient listed in the table below or, in each case, such
other address as may hereafter be furnished in writing to the Master Servicer,
the Trustee and the Company, as applicable:
RECIPIENT Address
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Company Attention: President
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Master Servicer Attention: Managing Director/Master Servicing
Trustee Corporate Trust Office
The Trustee designates its offices located at
00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx
00000, for the purposes of Section 8.12 of the
Standard Terms 00 Xxxxxx Xxxxxx
Xxxxx'x Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Certificate Insurer Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000,
Attention: Consumer Asset-Backed Securities Group, Re:
Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S10
-58-
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 Required Notices to Rating Agency and Subservicer.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer
or Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Certificate Insurer Default that has not been cured,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
-59-
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
98% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-V Certificates and Class R Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates, except that the Certificate Insurer shall be assigned the Voting
Rights of the Insured Certificateholders in the absence of any continuing
Certificate Insurer Default, 0.5% and 0.5% of all Voting Rights shall be
allocated among the Holders of the Class I-A-V Certificates and Class II-A-V
Certificates, respectively in accordance with their respective Percentage
Interests; and 0.5% and 0.5% of all Voting Rights shall be allocated among the
Holders of the Class R-I Certificates and Class R-II Certificates, respectively,
in accordance with their respective Percentage Interests.
-60-
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01.Rights of the Certificate Insurer to Exercise Rights of
Insured Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Certificate Insurer Default exists, the Certificate Insurer shall have
the right to exercise all consent, voting, direction and other control rights of
the Insured Certificateholders under this Agreement without any further consent
of the Insured Certificateholders.
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate
Insurance Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Reserve Fund Withdrawal for the related
Distribution Date, are insufficient to pay the Accrued Certificate Interest for
such Distribution Date; provided however, Accrued Certificate Interest on the
Insured Certificates will be deemed to include any portion of the amounts
allocated to such Certificates described in clause (i) of the definition thereof
(to the extent such amounts are not offset by payments made by the Master
Servicer or from the Reserve Fund Withdrawal) and clauses (ii) through (iv) of
the definition thereof (in each case, to the extent such shortfalls are not
covered by the subordination provided by the Class M and Class B Certificates
and provided that such shortfalls shall not include interest not collectible
pursuant to the Soldiers' and Sailors' Relief Act of 1940, as amended) on such
Distribution Date, (ii) the principal portion of any Realized Loss is allocated
to the Insured Certificates on such Distribution Date or (iii) the funds
available in connection with an optional termination of the Trust Fund pursuant
to Section 5.06 or Section 9.01 or on the Final Distribution Date will be
insufficient to reduce the Certificate Principal Balance of the Insured
Certificates to zero, the Master Servicer shall deliver to the Trustee not later
than 1:00 p.m. New York City time on the Business Day next succeeding the
Determination Date a certificate signed by a Servicing Officer directing the
Trustee to draw on the Certificate Policy and stating the amount to be drawn and
stating the Guaranteed Distribution for the Insured Certificates, and the
Trustee shall give notice by telephone or telecopy of the aggregate amount of
such deficiency, confirmed in writing in the form set forth as Exhibit A to the
endorsement of the Certificate Policy, to the Certificate Insurer at or before
12:00 noon, New York City time, on the Business Day prior to such Distribution
Date. If, subsequent to such notice, and prior to payment by the Certificate
Insurer pursuant to such notice, additional amounts are deposited in the
Certificate Account, the Trustee shall reasonably promptly notify the
Certificate Insurer and withdraw the notice or reduce the amount claimed, as
appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and the Certificate
Insurer referred to herein as the "Certificate Insurance Account" over which the
Trustee shall have exclusive control and sole right of withdrawal. The Trustee
shall deposit any amount paid under the Certificate Policy in the Certificate
Insurance Account and distribute such amount only for purposes of payment to
Holders of Insured Certificates
-61-
of the Guaranteed Distribution for which a claim was made. Such amount may not
be applied to satisfy any costs, expenses or liabilities of the Master Servicer,
the Trustee or the Trust Fund. Amounts paid under the Certificate Policy shall
be transferred to the Certificate Account in accordance with the next succeeding
paragraph and disbursed by the Trustee to Holders of Insured Certificates in
accordance with Section 4.02, Section 5.06(c) or Section 9.01(c), as applicable.
It shall not be necessary for such payments to be made by checks or wire
transfers separate from the checks or wire transfers used to pay the Guaranteed
Distribution with other funds available to make such payment. However, the
amount of any payment of principal of or interest on the Insured Certificates to
be paid from funds transferred from the Certificate Insurance Account shall be
noted as provided in paragraph (c) below and in the statement to be furnished to
Holders of the Certificates pursuant to Section 4.03. Funds held in the
Certificate Insurance Account shall not be invested by the Master Servicer.
On any Distribution Date with respect to which a claim has been made
under the Certificate Policy, the amount of any funds received by the Trustee as
a result of any claim under the Certificate Policy, to the extent required to
make the Guaranteed Distribution on such Distribution Date, shall be withdrawn
from the Certificate Insurance Account and deposited in the Certificate Account
and applied by the Master Servicer on behalf of the Trustee, together with the
other funds to be distributed to the Insured Certificateholders pursuant to
Section 4.02, directly to the payment in full of the Guaranteed Distribution due
on the Insured Certificates. Any funds remaining in the Certificate Insurance
Account on the first Business Day following a Distribution Date shall be
remitted to the Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by the end of such Business Day.
(c)The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid into the Certificate Insurance Account in respect
of any Insured Certificate from moneys received under the Certificate Policy.
The Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Day's prior
notice to the Trustee.
Section 12.03.Effect of Payments by the Certificate Insurer;
Subrogations.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Certificate Policy shall not be considered payment of the Insured
Certificates from the Trust Fund. The Master Servicer and the Trustee
acknowledge, and each Holder by its acceptance of an Insured Certificate agrees,
that without the need for any further action on the part of the Certificate
Insurer, the Master Servicer, the Trustee or the Certificate Registrar, to the
extent the Certificate Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Insured Certificates to the Holders
of such Certificates, the Certificate Insurer will be fully subrogated to, and
each Insured Certificateholder, the Master Servicer and the Trustee hereby
delegate and assign to the Certificate Insurer, to the fullest extent permitted
by law, the rights of such Holders to receive such principal and interest from
the Trust Fund; provided that the Certificate Insurer shall be paid such amounts
only from the sources and in the manner explicitly provided for herein.
-62-
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
Section 12.04.Notices and Information to the Certificate Insurer.
(a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent to any other party hereto or to the
Certificateholders shall also be sent to the Certificate Insurer.
(b)The Master Servicer shall designate a Person who shall be available
to the Certificate Insurer to provide reasonable access to information regarding
the Mortgage Loans.
Section 12.05.Trustee to Hold Certificate Policy.
The Trustee will hold the Certificate Policy in trust as agent for the
Insured Certificateholders for the purpose of making claims thereon and
distributing the proceeds thereof. Neither the Certificate Policy, nor the
amounts paid on the Certificate Policy will constitute part of the Trust Fund or
assets of the REMIC created by this Agreement. Each Insured Certificateholder,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee shall surrender
the Certificate Policy to the Certificate Insurer for cancellation upon the
expiration of the term of the Certificate Policy as provided in the Certificate
Policy following the retirement of the Insured Certificates. To the extent that
the Certificate Policy constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside credit support agreement and not an asset
of the REMIC and (2) it shall be owned by the Certificate Insurer, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 12.06.Payment of Insurance Premium.
Unless otherwise designated in writing by the President or a Managing
Director of the Certificate Insurer to the Trustee, the Insurance Premium to be
paid pursuant to Section 4.02(a) shall be paid by the Trustee to the Certificate
Insurer by wire transfer with the following details specifically stated in the
wire transfer:
Bank: Citibank, N.A.
ABA Number: 000000000
For the account of: Ambac Assurance Corporation
Account Number: 00000000
Re: Series 2001-S10
Attention: Xxxxxx Xxxxxx
(000) 000-0000
-63-
IN WITNESS WHEREOF, the Company, 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 FUNDING MORTGAGE
SECURITIES I, INC.
Attest: By:
---------------------------------------
Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxxxx
Title: Director Title: Director
BANK ONE, NATIONAL ASSOCIATION
[Seal] as Trustee
Attest: By:
---------------------------------------
Name: Name: Xxxx Xxxxxx
Title: Title: Vice President
-64-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 25th day of May 2001 before me, a notary public in and for
said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
-65-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 25th day of May 2001 before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
-66-
STATE OF )
) ss.:
COUNTY OF )
On the 25th day of May 2001 before me, a notary public in and for
said State, personally appeared Xxxx Xxxxxx, known to me to be a Vice President
of Bank One, National Association, 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 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]
-67-
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP I
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.21.11 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 A CUTOFF : 05/01/01
POOL : 0004502
:
:
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
-------------------------------------------------------------------------
4194244 .2500
101,771.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4210179 .2500
53,890.34 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
6.5000 1.1600
4239952 .2500
110,164.73 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
4268357 .2500
729,430.53 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4300076 .2500
549,560.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4331490 .2500
49,925.55 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
4335014 .2500
347,735.20 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4344703 .2500
159,779.06 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
4345089 .2500
412,693.49 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4356269 .2500
364,715.27 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4357432 .2500
337,243.19 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4365445 .2500
466,213.07 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4371735 .2500
349,740.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4376973 .2500
593,536.62 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
4377223 .2500
326,448.98 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4379774 .2500
319,460.78 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4381132 .2500
89,837.47 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4389150 .2500
579,547.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4396662 .2500
380,717.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4397157 .2500
419,082.25 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
4398820 .2500
299,771.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4405672 .2500
465,800.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
4408625 .2500
330,229.09 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4409160 .2500
349,720.11 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4409806 .2500
51,403.32 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4410000 .2500
499,273.92 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
4415611 .2500
386,698.11 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4427461 .2500
619,528.23 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4429832 .2500
371,709.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4429874 .2500
346,149.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1
4431173 .2500
384,684.41 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4431781 .2500
213,087.73 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4434117 .2500
342,245.82 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4434127 .2500
290,773.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4436901 .2500
274,569.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4437792 .2500
87,939.44 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
4438867 .2500
307,765.64 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4439348 .2500
305,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
4439787 .2500
396,782.44 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4440842 .2500
584,486.64 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
4442065 .2500
338,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4445439 .2500
347,735.20 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4445910 .2500
399,309.28 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
4445916 .2500
555,085.84 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4445918 .2500
394,203.92 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4446774 .2500
574,562.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
4450840 .2500
299,771.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4458198 .2500
343,718.03 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4461106 .2500
349,726.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4464443 .2500
315,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4464996 .2500
365,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4465485 .2500
316,246.90 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4468232 .2500
336,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4468558 .2500
369,704.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
4468571 .2500
360,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4468653 .2500
366,940.83 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
4468917 .2500
446,851.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4469414 .2500
339,721.30 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4471618 .2500
525,589.67 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4475162 .2500
290,905.40 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4480138 .2500
331,741.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4481694 .2500
387,904.61 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
4482294 .2500
431,671.28 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4483641 .2500
337,692.84 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4484174 .2500
405,975.09 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4485134 .2500
327,544.29 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4486274 .2500
119,384.61 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4486283 .2500
499,609.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4486285 .2500
106,244.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
4488615 .2500
332,438.88 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
4489910 .2500
347,760.51 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
4490775 .2500
371,723.92 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4490822 .2500
599,543.44 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4493046 .2500
367,705.71 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4493713 .2500
223,046.39 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
4494089 .2500
545,552.45 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4494127 .2500
514,098.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4496673 .2500
383,700.44 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
4496709 .2500
372,716.18 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4496854 .2500
322,748.03 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4498378 .2500
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7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4703154 .2500
351,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4707497 .2500
305,300.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4709926 .2500
642,300.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
4709930 .2500
428,600.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4709933 .2500
311,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
4709964 .2500
334,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714539 .5000
423,685.33 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714540 .5000
519,614.08 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714541 .5000
347,754.38 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4714542 .5000
588,573.69 .0800
7.6250 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4714543 .5000
649,492.93 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714544 .5000
615,542.84 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714548 .5000
395,698.68 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
4714552 .5000
369,618.53 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714559 .5000
327,762.60 .0800
7.6250 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4714577 .3750
602,250.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714578 .5000
370,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714579 .5000
315,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714580 .3750
500,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714583 .5000
487,628.67 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714584 .5000
411,686.49 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
4714586 .5000
407,689.54 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714587 .5000
419,680.41 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714589 .2500
313,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4714590 .5000
515,607.36 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714591 .5000
406,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714592 .5000
516,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714601 .3750
439,548.22 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714641 .5000
336,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4714642 .5000
304,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714643 .2500
486,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
4714644 .5000
373,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714645 .5000
360,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714646 .3750
536,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714648 .5000
650,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714649 .2500
309,200.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4714650 .5000
336,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
4714651 .3750
350,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714652 .3750
295,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714654 .5000
348,134.89 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4714656 .2500
431,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4714661 .7500
600,000.00 .0800
7.7500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4714666 .7500
315,000.00 .0800
7.5000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714667 .6250
425,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714668 .6250
446,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4714669 .3750
320,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714670 .3750
391,500.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714674 .6250
366,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714675 .6250
600,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714678 .3750
520,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714682 .5000
406,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714684 .5000
814,450.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714686 .3750
380,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4714687 .5000
483,100.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714688 .6250
328,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714690 .5000
379,300.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714691 .3750
496,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714692 .6250
326,000.00 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714693 .5000
436,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714694 .3750
502,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4714695 .3750
400,000.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4714696 .5000
340,000.00 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4717257 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4720427 .2500
348,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4720726 .2500
295,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4723817 .2500
308,600.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4728684 .2500
72,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
4730686 .2500
88,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
4733539 .2500
390,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4759690 .2500
274,768.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4761274 .2500
650,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4763341 .2500
388,800.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4763654 .2500
640,550.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4767058 .2500
390,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4769545 .2500
350,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
4778427 .7500
496,800.00 .0800
7.5000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
4780168 .2500
423,200.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
TOTAL NUMBER OF LOANS: 662
TOTAL BALANCE........: 259,117,987.09
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.21.11 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 A FIXED SUMMARY REPORT CUTOFF : 05/01/01
POOL : 0004502
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.3671 6.5000 8.6250
RFC NET RATE 7.0941 6.2500 8.3750
NET MTG RATE(INVSTR RATE) 7.0145 6.2200 8.2950
POST STRIP RATE 6.4994 6.2200 6.5000
SUB SERV FEE .2730 .2500 .7500
MSTR SERV FEE .0796 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5151 .0000 1.7950
TOTAL NUMBER OF LOANS: 662
TOTAL BALANCE........: 259,117,987.09
***************************
* END OF REPORT *
***************************
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.21.11 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 CUTOFF : 05/01/01
POOL : 0004502
:
:
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 #
______________________________________________________________________________
4194244 K89/G01 F 102,000.00 ZZ
360 101,771.48 1
7.500 713.20 75
7.250 713.20
MIAMI FL 33165 5 01/08/01 00
0432613701 03 03/01/01 0
200012065 O 02/01/31
0
4210179 R54/G01 F 54,000.00 ZZ
360 53,890.34 1
7.990 395.86 67
7.740 395.86
GREENWOOD MS 38930 5 01/24/01 00
0432601888 05 03/01/01 0
1000000383 O 02/01/31
0
4239952 K81/G01 F 110,400.00 ZZ
360 110,164.73 1
7.750 790.92 80
7.500 790.92
LAS VEGAS NV 89144 1 01/08/01 00
0432590180 01 03/01/01 0
1001378 O 02/01/31
0
4268357 A06/G01 F 730,000.00 ZZ
360 729,430.53 1
7.250 4,979.89 41
7.000 4,979.89
BLOOMFIELD HILL MI 48304 2 03/26/01 00
0432744530 05 05/01/01 0
1
021000020100427 O 04/01/31
0
4300076 964/G01 F 550,000.00 ZZ
360 549,560.18 1
7.125 3,705.45 50
6.875 3,705.45
SAN JOSE CA 95135 5 03/13/01 00
0432698983 05 05/01/01 0
400107031 O 04/01/31
0
4331490 E22/G01 F 50,000.00 ZZ
360 49,925.55 1
7.500 349.61 21
7.250 349.61
EVANSTON IL 60201 5 02/08/01 00
0412370355 05 04/01/01 0
0412370355 O 03/01/31
0
4335014 964/G01 F 348,000.00 ZZ
360 347,735.20 1
7.375 2,403.55 80
7.125 2,403.55
SAN JOSE CA 95136 1 03/09/01 00
0432680882 09 05/01/01 0
400107114 O 04/01/31
0
4344703 696/G01 F 160,000.00 ZZ
360 159,779.06 1
7.875 1,160.11 80
7.625 1,160.11
WASHINGTON DC 20036 1 02/15/01 00
0432612653 01 04/01/01 0
31201040 O 03/01/31
0
4345089 477/G01 F 413,000.00 ZZ
360 412,693.49 1
7.500 2,887.76 70
7.250 2,887.76
CUPERTINO CA 95014 1 03/01/01 00
0432710895 09 05/01/01 0
109064 O 04/01/31
0
1
4356269 964/G01 F 365,000.00 ZZ
360 364,715.27 1
7.250 2,489.94 57
7.000 2,489.94
LIVERMORE CA 94550 2 03/01/01 00
0432675411 05 05/01/01 0
108046 O 04/01/31
0
4357432 685/G01 F 337,500.00 ZZ
360 337,243.19 1
7.375 2,331.03 75
7.125 2,331.03
HUNTINGTON BEAC CA 92646 5 03/19/01 00
0432719656 05 05/01/01 0
209060 O 04/01/31
0
4365445 B60/G01 F 467,000.00 ZZ
360 466,213.07 1
6.875 3,067.86 72
6.625 3,067.86
EUGENE OR 97405 2 02/16/01 00
0432741908 05 04/01/01 0
313248 O 03/01/31
0
4371735 Q73/G01 F 350,000.00 ZZ
360 349,740.25 1
7.500 2,447.25 73
7.250 2,447.25
BRANDON MS 39047 5 03/09/01 00
0432716322 02 05/01/01 0
2778576 O 04/01/31
0
4376973 A06/G01 F 594,000.00 ZZ
360 593,536.62 1
7.250 4,052.13 70
7.000 4,052.13
BIRMINGHAM MI 48009 2 03/08/01 00
0432676344 05 05/01/01 0
1000020102444 O 04/01/31
0
4377223 B60/G01 F 327,000.00 ZZ
360 326,448.98 1
6.875 2,148.16 78
6.625 2,148.16
1
ROCKLIN CA 95765 2 02/20/01 00
0432698488 03 04/01/01 0
315442 O 03/01/31
0
4379774 B60/G01 F 320,000.00 ZZ
360 319,460.78 1
6.875 2,102.17 80
6.625 2,102.17
PLACENTIA CA 92870 2 02/13/01 00
0432687358 05 04/01/01 0
313710 O 03/01/31
0
4381132 N74/G01 F 90,000.00 ZZ
240 89,837.47 1
7.500 725.03 60
7.250 725.03
HOUSTON TX 77068 5 02/28/01 00
0432702025 05 05/01/01 0
0028287010 O 04/01/21
0
4389150 B57/G01 F 580,000.00 ZZ
360 579,547.55 1
7.250 3,956.62 80
7.000 3,956.62
PASADENA CA 91105 1 03/23/01 00
0432722999 05 05/01/01 0
2160041 O 04/01/31
0
4396662 B60/G01 F 381,000.00 ZZ
360 380,717.24 1
7.500 2,664.01 72
7.250 2,664.01
OLYMPIA FIELDS IL 60461 2 03/09/01 00
0432713998 05 05/01/01 0
314248 O 04/01/31
0
4397157 225/G01 F 420,000.00 T
360 419,082.25 1
7.625 2,972.73 80
7.375 2,972.73
LAS VEGAS NV 89135 1 01/18/01 00
0432632230 03 03/01/01 0
8452881 O 02/01/31
0
1
4398820 964/G01 F 300,000.00 ZZ
360 299,771.72 1
7.375 2,072.03 72
7.125 2,072.03
FULLERTON CA 92832 2 03/22/01 00
0432721785 05 05/01/01 0
103605 O 04/01/31
0
4405672 A06/G01 F 465,800.00 ZZ
360 465,800.00 1
7.500 3,256.95 69
7.250 3,256.95
BLOOMFIELD HILL MI 48301 2 04/04/01 00
0432732246 05 06/01/01 0
021000020100240 O 05/01/31
0
4408625 964/G01 F 330,500.00 ZZ
360 330,229.09 1
7.000 2,198.83 51
6.750 2,198.83
LAFAYETTE CA 94549 5 03/12/01 00
0432700722 05 05/01/01 0
103398 O 04/01/31
0
4409160 964/G01 F 350,000.00 ZZ
360 349,720.11 1
7.125 2,358.02 50
6.875 2,358.02
MILPITAS CA 95035 2 03/28/01 00
0432712131 03 05/01/01 0
112480 O 04/01/31
0
4409806 T35/G01 F 51,500.00 ZZ
360 51,403.32 1
7.500 360.10 87
7.250 360.10
ROSEPINE LA 70659 1 03/01/01 04
0400380721 05 04/01/01 25
0400380721 O 03/01/31
0
4410000 225/G01 F 500,000.00 ZZ
360 499,273.92 1
1
7.625 3,538.97 70
7.375 3,538.97
MORGANVILLE NJ 07751 1 02/13/01 00
0432630143 05 04/01/01 0
6522637 O 03/01/31
0
4415611 975/G01 F 387,000.00 ZZ
360 386,698.11 1
7.250 2,640.02 57
7.000 2,640.02
BUENA PARK CA 90621 1 03/07/01 00
0432676500 05 05/01/01 0
2010832 O 04/01/31
0
4427461 964/G01 F 620,000.00 ZZ
360 619,528.23 1
7.375 4,282.19 80
7.125 4,282.19
SAN GERONIMO CA 94963 2 03/16/01 00
0432703155 05 05/01/01 0
400112816 O 04/01/31
0
4429832 B60/G01 F 372,000.00 ZZ
360 371,709.80 1
7.250 2,537.70 80
7.000 2,537.70
ATLANTA GA 30306 2 03/19/01 00
0432721660 05 05/01/01 0
315524 O 04/01/31
0
4429874 Q59/G01 F 346,400.00 ZZ
360 346,149.28 1
7.625 2,451.80 80
7.375 2,451.80
LOS ANGELES CA 90020 2 03/14/01 00
0432728913 05 05/01/01 0
303053 O 04/01/31
0
4431173 964/G01 F 385,000.00 ZZ
360 384,684.41 1
7.000 2,561.42 69
6.750 2,561.42
SCOTTS VALLEY CA 95066 5 03/28/01 00
0432743912 05 05/01/01 0
1
400112776 O 04/01/31
0
4431781 470/G01 F 213,250.00 ZZ
360 213,087.73 1
7.375 1,472.87 80
7.125 1,472.87
MURRIETA CA 92563 1 03/17/01 00
0432717015 05 05/01/01 0
96031237 O 04/01/31
0
4434117 964/G01 F 342,500.00 ZZ
360 342,245.82 1
7.500 2,394.81 80
7.250 2,394.81
YORBA LINDA CA 92886 2 03/23/01 00
0432743433 05 05/01/01 0
112040 O 04/01/31
0
4434127 964/G01 F 291,000.00 ZZ
360 290,773.00 1
7.250 1,985.13 78
7.000 1,985.13
WOODLAND HILLS CA 91367 2 03/12/01 00
0432705200 05 05/01/01 0
105066 O 04/01/31
0
4436901 A06/G01 F 275,000.00 ZZ
360 274,569.64 1
7.250 1,875.98 62
7.000 1,875.98
WEST BLOOMFIELD MI 48323 2 02/14/01 00
0432770824 05 04/01/01 0
1000010012154 O 03/01/31
0
4437792 N74/G01 F 88,000.00 ZZ
360 87,939.44 1
7.875 638.06 90
7.625 638.06
ARCHDALE NC 27263 2 03/13/01 10
0432762193 05 05/01/01 25
0028327010 O 04/01/31
0
1
4438867 964/G01 F 308,000.00 ZZ
360 307,765.64 1
7.375 2,127.28 80
7.125 2,127.28
FULLERTON CA 92831 1 03/09/01 00
0432703312 09 05/01/01 0
107253 O 04/01/31
0
4439348 964/G01 F 305,000.00 ZZ
360 305,000.00 1
7.375 2,106.56 62
7.125 2,106.56
SAN JOSE CA 95111 5 04/07/01 00
0432751048 05 06/01/01 0
113480 O 05/01/31
0
4439787 A06/G01 F 397,100.00 ZZ
360 396,782.44 1
7.125 2,675.34 45
6.875 2,675.34
BIRMINGHAM MI 48009 2 03/14/01 00
0432767861 05 05/01/01 0
001000010012332 O 04/01/31
0
4440842 025/025 F 586,200.00 ZZ
360 584,486.64 1
7.625 4,149.09 80
7.375 4,149.09
PARKER CO 80134 1 12/15/00 00
0138399746 03 02/01/01 0
0138399746 O 01/01/31
0
4442065 964/G01 F 338,000.00 ZZ
360 338,000.00 1
7.375 2,334.48 58
7.125 2,334.48
SAN ANSELMO CA 94960 5 03/28/01 00
0432750958 05 06/01/01 0
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0
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SAN JOSE CA 95125 1 03/23/01 00
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HAYWARD CA 94544 2 02/21/01 00
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DALY CITY CA 94015 2 02/28/01 00
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ANAHEIM CA 92807 1 03/22/01 00
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PINEY POINT TX 77024 1 03/19/01 00
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SAN JOSE CA 95121 2 03/07/01 00
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TRABUCO CANYON CA 92676 1 03/19/01 00
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BELMONT CA 94002 2 03/28/01 00
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CARMEL VALLEY CA 93924 5 04/08/01 00
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CERRITOS CA 90703 2 03/01/01 00
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SAN JOSE CA 95138 2 03/13/01 00
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PORTLAND OR 97229 1 03/26/01 04
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FRESNO CA 93720 1 03/26/01 00
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NORCO CA 92860 1 03/23/01 00
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ALTADENA CA 91001 1 03/27/01 00
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RENO NV 89511 5 03/16/01 00
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ARCADIA CA 91006 2 03/30/01 00
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DANVILLE CA 94526 1 03/29/01 00
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ARLINGTON VA 22205 1 03/22/01 00
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WAUSAU WI 54401 2 03/07/01 00
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LAS VEGAS NV 89113 2 03/26/01 00
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PLEASANTON CA 94566 5 03/12/01 00
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LUCAS TX 75002 2 03/26/01 00
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PETALUMA CA 94952 5 04/10/01 00
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TUJUNGA CA 91042 1 03/28/01 00
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GULFPORT MS 39507 5 03/27/01 00
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SAN LUIS OBISPO CA 93405 2 03/27/01 00
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WAILEA HI 96753 1 03/29/01 00
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HOLLISTER CA 95023 1 04/02/01 00
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IRVINE CA 92606 1 03/28/01 00
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ROWLAND HEIGHTS CA 91748 2 04/02/01 00
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LOS ANGELES CA 90064 5 03/29/01 00
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SAN FRANCISCO CA 94109 2 03/07/01 00
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LOS ANGELES CA 91403 1 03/01/01 00
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OAKLAND CA 94611 1 03/05/01 00
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RANCHO PALOS VE CA 90275 2 03/14/01 00
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PETALUMA CA 94952 5 03/26/01 00
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VIRGINIA BEACH VA 23454 1 03/30/01 00
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318034 O 04/01/31
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PASADENA CA 91104 1 04/01/01 00
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TEMECULA CA 92591 2 03/06/01 01
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IRVINE CA 92620 1 03/29/01 00
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112335 O 04/01/31
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REDONDO BEACH CA 90277 1 03/29/01 00
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SCOTTSDALE AZ 85255 2 04/04/01 00
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SAMMAMISH WA 98074 1 03/27/01 00
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BRIDGEHAMPTON NY 11932 2 03/29/01 00
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SOUTH RIDING VA 20152 2 03/23/01 00
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LOUISVILLE KY 40207 2 03/22/01 00
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4660270 286/286 F 490,000.00 ZZ
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MONTARA CA 94037 2 03/22/01 00
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OAKLAND TOWNSHI MI 48306 1 03/15/01 00
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BLOOMINGTON IL 61704 2 03/23/01 00
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280092 05 05/01/01 0
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LADERA RANCH CA 92694 1 03/21/01 00
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ANN ARBOR MI 48104 2 03/23/01 00
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4660302 286/286 F 416,000.00 ZZ
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FISHERS IN 46038 1 03/23/01 00
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TUCSON AZ 85718 2 03/20/01 00
282999 03 05/01/01 0
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4660330 286/286 F 608,000.00 ZZ
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ST LOUIS MO 63141 2 03/15/01 00
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4660335 286/286 F 481,000.00 ZZ
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EDISON NJ 08820 2 03/22/01 00
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BUTTE DES MORTS WI 54986 2 03/16/01 00
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301331 O 04/01/31
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4660412 286/286 F 389,000.00 ZZ
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AUSTIN TX 78731 1 03/15/01 00
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SAN JOSE CA 95129 5 03/15/01 00
9813439 05 05/01/01 0
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0
1
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360 365,214.88 1
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SAN JOSE CA 95123 2 03/13/01 00
9808769 05 05/01/01 0
9808769 O 04/01/31
0
4660416 286/286 F 412,000.00 ZZ
360 411,678.60 1
7.250 2,810.57 80
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BELLEVUE WA 98006 1 03/23/01 00
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9809229 O 04/01/31
0
4660418 286/286 F 351,600.00 ZZ
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7.375 2,428.41 75
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WILMETTE IL 60091 2 03/26/01 00
9824635 05 05/01/01 0
9824635 O 04/01/31
0
4660419 286/286 F 325,000.00 ZZ
360 324,758.80 1
7.500 2,272.45 79
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DANVILLE CA 94506 2 03/13/01 00
9814994 09 05/01/01 0
9814994 O 04/01/31
0
4660422 286/286 F 401,500.00 ZZ
360 401,209.41 1
7.625 2,841.79 80
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SAN RAFAEL CA 94901 2 03/13/01 00
9815442 05 05/01/01 0
9815442 O 04/01/31
0
4660423 286/286 F 291,000.00 ZZ
360 290,778.58 1
7.375 2,009.86 75
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1
LOS ALAMITOS CA 90720 2 03/12/01 00
9810503 05 05/01/01 0
9810503 O 04/01/31
0
4660424 286/286 F 324,000.00 ZZ
360 323,771.32 1
7.750 2,321.18 80
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LAGUNA BEACH CA 92651 2 03/02/01 00
9809728 05 05/01/01 0
9809728 O 04/01/31
0
4660425 286/286 F 335,000.00 ZZ
360 334,751.38 1
7.500 2,342.37 74
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SAN JOSE CA 95111 2 03/09/01 00
9811075 05 05/01/01 0
9811075 O 04/01/31
0
4660428 286/286 F 184,000.00 ZZ
360 183,876.54 1
8.000 1,350.13 72
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ANAHEIM CA 92805 2 03/16/01 00
9818005 05 05/01/01 0
9818005 O 04/01/31
0
4660430 286/286 F 348,000.00 T
360 347,728.53 1
7.250 2,373.97 78
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SEBASTOPOL CA 95472 2 03/08/01 00
9815889 05 05/01/01 0
9815889 O 04/01/31
0
4660431 286/286 F 342,150.00 ZZ
360 341,883.09 1
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DENNIS MA 02638 1 03/23/01 00
9805558 05 05/01/01 0
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1
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DISCOVERY BAY CA 94514 2 03/13/01 00
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0
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SAN JOSE CA 95148 2 03/15/01 00
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0
4660437 286/286 F 372,000.00 ZZ
360 371,737.45 1
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ORINDA CA 94563 2 03/15/01 00
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0
4660439 286/286 F 456,500.00 ZZ
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SAN RAMON CA 94583 2 03/06/01 00
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0
4660442 286/286 F 358,000.00 ZZ
360 357,753.63 1
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SAN JOSE CA 95123 2 03/12/01 00
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9793671 O 04/01/31
0
4660444 286/286 F 411,000.00 ZZ
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GRANITE BAY CA 95746 2 03/08/01 00
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0
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KOKOMO IN 46902 2 03/16/01 00
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9817551 O 04/01/31
0
4660450 286/286 F 539,000.00 ZZ
360 538,681.77 1
8.625 4,192.29 71
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SUNNYVALE CA 94086 2 03/01/01 00
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0
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ELK GROVE VILLA IL 60007 2 03/26/01 19
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0
4660453 286/286 F 336,000.00 ZZ
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LA VERNE CA 91750 2 03/12/01 00
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RENO NV 89509 1 03/22/01 00
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1
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SAN MATEO CA 94401 2 03/15/01 00
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0
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AUSTIN TX 78759 1 03/13/01 00
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SAN DIEGO CA 92128 2 03/09/01 00
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SAN JOSE CA 95111 2 03/12/01 00
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0
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SAN JOSE CA 95136 2 03/09/01 00
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0
1
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CALABASAS CA 91302 2 03/12/01 00
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0
4660471 286/286 F 337,550.00 ZZ
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SAMMAMISH WA 98074 1 03/15/01 00
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0
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DANVILLE CA 94526 5 03/09/01 00
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0
4660474 286/286 F 339,900.00 ZZ
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7.875 2,523.75
HUNTINGTON BEAC CA 92647 2 03/14/01 00
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9812695 O 04/01/31
0
4660477 286/286 F 315,000.00 ZZ
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KILDEER IL 60047 1 03/23/01 19
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9826273 O 04/01/31
0
4661547 B57/G01 F 322,500.00 ZZ
360 322,242.10 1
7.125 2,172.74 66
6.875 2,172.74
1
SANTA MONICA CA 90405 1 03/23/01 00
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2111199 O 04/01/31
0
4662310 E22/G01 F 391,000.00 ZZ
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6.875 2,634.24
EAST WENATCHEE WA 98802 1 04/06/01 10
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4662820 A50/G01 F 390,000.00 ZZ
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XXXXXXX GA 31808 2 03/15/01 00
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4663651 B57/G01 F 343,900.00 ZZ
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7.250 2,346.00 80
7.000 2,346.00
LOS ANGELES CA 91326 1 04/01/01 00
0432737732 05 06/01/01 0
2112401 O 05/01/31
0
4667668 286/286 F 307,100.00 ZZ
360 306,860.43 1
7.250 2,094.97 80
7.000 2,094.97
ALISO VIEJO CA 92656 1 03/27/01 00
294725 01 05/01/01 0
294725 O 04/01/31
0
4667669 286/286 F 302,400.00 ZZ
360 302,152.12 1
7.000 2,011.88 80
6.750 2,011.88
FRISCO TX 75034 1 03/27/01 00
327323 03 05/01/01 0
327323 O 04/01/31
0
1
4667672 286/286 F 433,000.00 ZZ
360 433,000.00 1
7.250 2,953.83 70
7.000 2,953.83
MEQUON WI 53092 2 03/14/01 00
230176 05 06/01/01 0
230176 O 05/01/31
0
4667673 286/286 F 326,960.00 ZZ
360 326,698.53 1
7.125 2,202.80 80
6.875 2,202.80
DALLAS TX 75206 1 03/26/01 00
283696 05 05/01/01 0
283696 O 04/01/31
0
4667674 286/286 F 345,550.00 ZZ
360 345,280.44 1
7.250 2,357.26 80
7.000 2,357.26
AUSTIN TX 78733 2 03/22/01 00
281527 03 05/01/01 0
281527 O 04/01/31
0
4667675 286/286 F 379,950.00 ZZ
360 379,646.16 1
7.125 2,559.79 80
6.875 2,559.79
AUSTIN TX 78759 1 03/26/01 00
282555 05 05/01/01 0
282555 O 04/01/31
0
4667676 286/286 F 300,000.00 ZZ
360 299,760.09 1
7.125 2,021.16 80
6.875 2,021.16
EAGLE ID 83616 5 03/28/01 00
277570 05 05/01/01 0
277570 O 04/01/31
0
4667677 286/286 F 337,300.00 ZZ
360 337,030.26 1
1
7.125 2,272.46 79
6.875 2,272.46
DANA POINT CA 92629 2 03/22/01 00
299247 03 05/01/01 0
299247 O 04/01/31
0
4667678 286/286 F 336,000.00 ZZ
360 335,724.58 1
7.000 2,235.42 80
6.750 2,235.42
FAIRFAX STATION VA 22039 1 03/29/01 00
272930 03 05/01/01 0
272930 O 04/01/31
0
4667679 286/286 F 337,500.00 ZZ
360 337,255.73 1
7.625 2,388.80 76
7.375 2,388.80
LAGRANGE HIGHLA IL 60525 2 03/26/01 00
231570 05 05/01/01 0
231570 O 04/01/31
0
4667680 286/286 F 400,000.00 ZZ
360 399,695.62 1
7.375 2,762.71 63
7.125 2,762.71
SCOTTSDALE AZ 85255 2 03/22/01 00
302784 03 05/01/01 0
302784 O 04/01/31
0
4667683 286/286 F 371,250.00 ZZ
360 370,967.50 1
7.375 2,564.14 90
7.125 2,564.14
WESTERVILLE OH 43082 2 03/27/01 10
68041 05 05/01/01 25
68041 O 04/01/31
0
4667684 286/286 F 285,150.00 ZZ
360 284,958.67 1
8.000 2,092.33 72
7.750 2,092.33
FALLS CHURCH VA 22046 2 03/26/01 00
292351 03 05/01/01 0
1
292351 O 04/01/31
0
4667686 286/286 F 343,000.00 ZZ
360 342,751.74 1
7.625 2,427.73 70
7.375 2,427.73
SCOTTSDALE AZ 85262 5 03/22/01 00
279239 05 05/01/01 0
279239 O 04/01/31
0
4667687 286/286 F 304,260.00 ZZ
360 304,022.65 1
7.250 2,075.59 80
7.000 2,075.59
ALEXANDRIA VA 22302 2 03/29/01 00
306645 05 05/01/01 0
306645 O 04/01/31
0
4667688 286/286 F 376,000.00 ZZ
360 375,706.68 1
7.250 2,564.99 80
7.000 2,564.99
ARGYLE TX 76021 2 03/28/01 00
124599 03 05/01/01 0
124599 O 04/01/31
0
4667689 286/286 F 375,000.00 ZZ
360 374,728.58 1
7.625 2,654.23 79
7.375 2,654.23
WORTHINGTON OH 43085 5 03/26/01 00
279325 05 05/01/01 0
279325 O 04/01/31
0
4667690 286/286 F 355,000.00 ZZ
360 354,749.44 1
7.750 2,543.27 74
7.500 2,543.27
FAIRFAX VA 22031 2 03/26/01 00
100816 05 05/01/01 0
100816 O 04/01/31
0
1
4667694 286/286 F 515,000.00 ZZ
360 514,598.25 1
7.250 3,513.21 66
7.000 3,513.21
WILMETTE IL 60091 2 03/26/01 00
241223 05 05/01/01 0
241223 O 04/01/31
0
4667702 286/286 F 510,000.00 ZZ
360 509,602.15 1
7.250 3,479.10 58
7.000 3,479.10
ZIONSVILLE IN 46077 2 03/27/01 00
306710 03 05/01/01 0
306710 O 04/01/31
0
4667729 286/286 F 388,000.00 ZZ
360 387,704.76 1
7.375 2,679.82 80
7.125 2,679.82
WEST BLOOMFIELD MI 48323 2 03/26/01 00
302955 05 05/01/01 0
302955 O 04/01/31
0
4667751 286/286 F 328,000.00 ZZ
360 327,762.60 1
7.625 2,321.57 85
7.375 2,321.57
SEEKONK MA 02771 2 03/26/01 10
160683 05 05/01/01 12
160683 O 04/01/31
0
4667760 286/286 F 400,000.00 ZZ
360 399,695.62 1
7.375 2,762.71 65
7.125 2,762.71
DENVER CO 80209 1 03/27/01 00
233389 09 05/01/01 0
233389 O 04/01/31
0
4667765 286/286 F 340,850.00 ZZ
360 340,577.43 1
7.125 2,296.37 78
6.875 2,296.37
1
LEANDER TX 78741 2 03/26/01 00
289600 03 05/01/01 0
289600 O 04/01/31
0
4667766 286/286 F 109,200.00 ZZ
360 109,122.93 1
7.750 782.32 80
7.500 782.32
FORT LAUDERDALE FL 33309 1 03/28/01 00
296557 05 05/01/01 0
296557 O 04/01/31
0
4667767 286/286 F 129,600.00 ZZ
360 129,510.81 1
7.875 939.69 80
7.625 939.69
ORACLE AZ 85623 2 03/22/01 00
234050 05 05/01/01 0
234050 O 04/01/31
0
4667768 286/286 F 650,000.00 ZZ
360 649,505.40 1
7.375 4,489.39 45
7.125 4,489.39
PARADISE VALLEY AZ 85253 2 03/23/01 00
275670 05 05/01/01 0
275670 O 04/01/31
0
4667769 286/286 F 372,000.00 ZZ
360 371,768.78 1
8.375 2,827.47 80
8.125 2,827.47
GLENDALE AZ 85308 2 03/21/01 00
282956 05 05/01/01 0
282956 O 04/01/31
0
4667770 286/286 F 451,000.00 ZZ
360 450,656.82 1
7.375 3,114.95 65
7.125 3,114.95
RANCHO PALOS VE CA 90275 2 03/23/01 00
276279 05 05/01/01 0
276279 O 04/01/31
0
1
4667771 286/286 F 374,400.00 ZZ
360 374,107.93 1
7.250 2,554.07 80
7.000 2,554.07
AUSTIN TX 78730 1 03/29/01 00
282827 03 05/01/01 0
282827 O 04/01/31
0
4667775 286/286 F 412,000.00 ZZ
360 411,686.49 1
7.375 2,845.59 80
7.125 2,845.59
BRENTWOOD TN 37027 2 03/29/01 00
178576 03 05/01/01 0
178576 O 04/01/31
0
4667777 286/286 F 105,000.00 ZZ
360 104,924.01 1
7.625 743.18 75
7.375 743.18
MESA AZ 85210 1 03/19/01 00
277405 05 05/01/01 0
277405 O 04/01/31
0
4667784 286/286 F 315,200.00 ZZ
360 314,966.07 1
7.500 2,203.93 80
7.250 2,203.93
CHICAGO IL 60618 2 03/28/01 00
229689 01 05/01/01 0
229689 O 04/01/31
0
4667785 286/286 F 300,000.00 ZZ
360 299,771.72 1
7.375 2,072.03 80
7.125 2,072.03
SHAKER HEIGHTS OH 44122 2 03/28/01 00
282060 05 05/01/01 0
282060 O 04/01/31
0
4667787 286/286 F 304,000.00 ZZ
360 303,762.85 1
1
7.250 2,073.82 80
7.000 2,073.82
PALATINE IL 60067 1 03/29/01 00
284214 05 05/01/01 0
284214 O 04/01/31
0
4667789 286/286 F 350,000.00 ZZ
360 349,720.11 1
7.125 2,358.02 75
6.875 2,358.02
LAKE MARY FL 32746 1 03/29/01 00
292430 05 05/01/01 0
292430 O 04/01/31
0
4667790 286/286 F 650,000.00 ZZ
360 649,517.60 1
7.500 4,544.90 65
7.250 4,544.90
CAPE XXXXXXX VA 23310 5 03/26/01 00
250238 05 05/01/01 0
250238 O 04/01/31
0
4667791 286/286 F 452,000.00 ZZ
360 451,647.39 1
7.250 3,083.44 80
7.000 3,083.44
PHOENIX AZ 85032 1 03/28/01 00
280608 05 05/01/01 0
280608 O 04/01/31
0
4667792 286/286 F 352,000.00 ZZ
360 351,738.76 1
7.500 2,461.24 74
7.250 2,461.24
CHESTERFIELD MO 63005 5 03/26/01 00
272057 03 05/01/01 0
272057 O 04/01/31
0
4667793 286/286 F 228,000.00 ZZ
360 227,813.11 1
7.000 1,516.89 59
6.750 1,516.89
SCOTTSDALE AZ 85260 2 03/27/01 00
312386 05 05/01/01 0
1
312386 O 04/01/31
0
4667794 286/286 F 625,000.00 ZZ
360 624,512.44 1
7.250 4,263.61 56
7.000 4,263.61
WINTER PARK FL 32789 2 03/29/01 00
296885 05 05/01/01 0
296885 O 04/01/31
0
4667795 286/286 F 336,000.00 T
360 335,750.63 1
7.500 2,349.37 80
7.250 2,349.37
XXXXXX XX 83115 1 03/26/01 00
200549 05 05/01/01 0
200549 O 04/01/31
0
4667796 286/286 F 363,650.00 ZZ
360 363,393.34 1
7.750 2,605.23 75
7.500 2,605.23
TUCSON AZ 85749 2 03/21/01 00
281875 03 05/01/01 0
281875 O 04/01/31
0
4667798 286/286 F 359,300.00 ZZ
360 359,033.35 1
7.500 2,512.28 75
7.250 2,512.28
LITTLETON CO 80122 2 03/29/01 00
321343 03 05/01/01 0
321343 O 04/01/31
0
4667799 286/286 F 315,000.00 ZZ
360 314,760.31 1
7.375 2,175.63 72
7.125 2,175.63
SPRINGBORO OH 45066 2 03/26/01 00
310236 05 05/01/01 0
310236 O 04/01/31
0
1
4667806 286/286 F 372,000.00 T
360 371,723.92 1
7.500 2,601.08 80
7.250 2,601.08
STEAMBOAT SPRIN CO 80487 1 03/28/01 00
232289 03 05/01/01 0
232289 O 04/01/31
0
4667829 286/286 F 443,000.00 ZZ
360 442,687.33 1
7.750 3,173.71 74
7.500 3,173.71
SAMMAMISH WA 98075 2 03/20/01 00
9817246 03 05/01/01 0
9817246 O 04/01/31
0
4667843 286/286 F 380,000.00 ZZ
360 376,842.85 1
7.125 2,560.13 67
6.875 2,560.13
PORTLAND OR 97210 2 03/22/01 00
9804109 05 05/01/01 0
9804109 O 04/01/31
0
4667844 286/286 F 445,000.00 ZZ
360 444,320.71 1
7.375 3,073.50 74
7.125 3,073.50
TRACY CA 95376 2 03/12/01 00
9959427 05 05/01/01 0
9959427 O 04/01/31
0
4667845 286/286 F 320,600.00 ZZ
360 320,349.90 1
7.250 2,187.06 75
7.000 2,187.06
ENCINITAS CA 92024 1 03/21/01 00
9819963 03 05/01/01 0
9819963 O 04/01/31
0
4667846 286/286 F 152,000.00 ZZ
360 151,881.42 1
7.250 1,036.91 44
7.000 1,036.91
1
MODESTO CA 95350 1 03/13/01 00
9819902 05 05/01/01 0
9819902 O 04/01/31
0
4667847 286/286 F 324,000.00 ZZ
360 323,747.25 1
7.250 2,210.25 80
7.000 2,210.25
PLEASANTON CA 94566 1 03/14/01 00
9808975 05 05/01/01 0
9808975 O 04/01/31
0
4667848 286/286 F 307,000.00 ZZ
360 306,760.51 1
7.250 2,094.28 52
7.000 2,094.28
DISCOVERY BAY CA 94514 2 03/21/01 00
9817602 03 05/01/01 0
9817602 O 04/01/31
0
4667849 286/286 F 377,500.00 ZZ
360 377,219.85 1
7.500 2,639.53 78
7.250 2,639.53
NORFOLK MA 02056 2 03/26/01 00
9954059 05 05/01/01 0
9954059 O 04/01/31
0
4667850 286/286 F 407,150.00 ZZ
360 406,840.20 1
7.375 2,812.08 64
7.125 2,812.08
DALLAS TX 75240 2 03/29/01 00
9817761 03 05/01/01 0
9817761 O 04/01/31
0
4667851 286/286 F 420,000.00 ZZ
360 419,680.41 1
7.375 2,900.84 80
7.125 2,900.84
CLAYTON CA 94517 1 03/23/01 00
9824949 05 05/01/01 0
9824949 O 04/01/31
0
1
4667852 286/286 F 135,000.00 ZZ
360 134,897.28 1
7.375 932.41 75
7.125 932.41
PANORAMA CITY A CA 91402 2 03/21/01 00
9810472 05 05/01/01 0
9810472 O 04/01/31
0
4667853 286/286 F 292,000.00 ZZ
360 291,777.81 1
7.375 2,016.77 65
7.125 2,016.77
FRAMINGHAM MA 01701 2 03/23/01 00
9824625 05 05/01/01 0
9824625 O 04/01/31
0
4667854 286/286 F 520,000.00 ZZ
360 519,632.99 1
7.750 3,725.34 80
7.500 3,725.34
SCOTTSDALE AZ 85259 2 03/22/01 00
9819540 05 05/01/01 0
9819540 O 04/01/31
0
4667855 286/286 F 364,000.00 ZZ
360 363,736.55 1
7.625 2,576.37 80
7.375 2,576.37
ESCONDIDO CA 92026 2 03/15/01 00
9954300 05 05/01/01 0
9954300 O 04/01/31
0
4667856 286/286 F 337,000.00 ZZ
360 336,445.91 1
7.000 2,242.07 62
6.750 2,242.07
RIVERSIDE CA 92506 2 03/15/01 00
9809630 05 05/01/01 0
9809630 O 04/01/31
0
4667857 286/286 F 416,000.00 ZZ
360 415,691.27 1
1
7.500 2,908.73 80
7.250 2,908.73
NEWARK CA 94560 1 03/26/01 00
9830120 05 05/01/01 0
9830120 O 04/01/31
0
4667858 286/286 F 197,000.00 ZZ
360 196,846.32 1
7.250 1,343.89 58
7.000 1,343.89
BURBANK CA 91505 2 03/21/01 00
9823528 05 05/01/01 0
9823528 O 04/01/31
0
4667859 286/286 F 532,000.00 ZZ
360 531,605.18 1
7.500 3,719.82 70
7.250 3,719.82
MILL VALLEY CA 94941 2 03/21/01 00
9814913 05 05/01/01 0
9814913 O 04/01/31
0
4667860 286/286 F 678,000.00 ZZ
360 677,533.41 1
7.875 4,915.97 70
7.625 4,915.97
FULLERTON CA 92835 2 03/15/01 00
9806756 05 05/01/01 0
9806756 O 04/01/31
0
4667861 286/286 F 618,000.00 ZZ
360 617,541.35 1
7.500 4,321.15 80
7.250 4,321.15
FRAMINGHAM MA 01702 2 03/26/01 00
9809374 05 05/01/01 0
9809374 O 04/01/31
0
4667862 286/286 F 629,300.00 ZZ
360 628,866.92 1
7.875 4,562.86 70
7.625 4,562.86
BELMONT CA 94002 1 03/20/01 00
9824153 05 05/01/01 0
1
9824153 O 04/01/31
0
4667863 286/286 F 330,000.00 ZZ
360 329,748.89 1
7.375 2,279.23 73
7.125 2,279.23
PLEASANTON CA 94566 2 03/21/01 00
9814561 05 05/01/01 0
9814561 O 04/01/31
0
4667864 286/286 F 360,000.00 T
360 359,739.44 1
7.625 2,548.06 50
7.375 2,548.06
XXXXX BAY CA 96142 2 03/19/01 00
9811333 05 05/01/01 0
9811333 O 04/01/31
0
4667865 286/286 F 326,250.00 ZZ
360 325,989.10 1
7.125 2,198.01 75
6.875 2,198.01
ESCONDIDO CA 92026 1 03/20/01 00
9757967 03 05/01/01 0
9757967 O 04/01/31
0
4667866 286/286 F 315,800.00 ZZ
360 315,577.11 1
7.750 2,262.43 79
7.500 2,262.43
BOTHELL WA 98021 2 03/21/01 00
9814564 03 05/01/01 0
9814564 O 04/01/31
0
4667867 286/286 F 398,000.00 ZZ
360 397,697.15 1
7.375 2,748.89 77
7.125 2,748.89
PLEASANT HILL CA 94523 1 03/12/01 00
9956741 03 05/01/01 0
9956741 O 04/01/31
0
1
4667868 286/286 F 650,000.00 ZZ
360 649,505.40 1
7.375 4,489.39 55
7.125 4,489.39
MURRIETA CA 92562 2 03/12/01 00
9822853 05 05/01/01 0
9822853 O 04/01/31
0
4667870 286/286 F 552,000.00 ZZ
360 550,665.98 1
7.500 3,859.66 80
7.250 3,859.66
REISTERSTOWN MD 21136 2 03/28/01 00
9952635 03 05/01/01 0
9952635 O 04/01/31
0
4667871 286/286 F 344,000.00 ZZ
360 343,731.64 1
7.250 2,346.69 80
7.000 2,346.69
CONCORD CA 94518 1 03/13/01 00
9959514 05 05/01/01 0
9959514 O 04/01/31
0
4667883 286/286 F 399,200.00 ZZ
360 398,888.58 1
7.250 2,723.25 80
7.000 2,723.25
GIG HARBOR WA 98335 1 03/26/01 00
9825964 05 05/01/01 0
9825964 O 04/01/31
0
4667888 286/286 F 495,000.00 ZZ
360 494,613.86 1
7.250 3,376.77 75
7.000 3,376.77
RANCHO PALOS VE CA 90275 1 03/29/01 00
9828551 05 05/01/01 0
9828551 O 04/01/31
0
4667890 286/286 F 300,000.00 ZZ
360 299,777.36 1
7.500 2,097.64 80
7.250 2,097.64
1
BOWIE MD 20716 2 03/26/01 00
9954176 03 05/01/01 0
9954176 O 04/01/31
0
4667891 286/286 F 191,100.00 ZZ
360 190,961.69 1
7.625 1,352.59 62
7.375 1,352.59
ORANGE CA 92865 2 03/15/01 00
9815641 05 05/01/01 0
9815641 O 04/01/31
0
4667893 286/286 F 459,900.00 ZZ
360 459,583.50 1
7.875 3,334.59 80
7.625 3,334.59
SAN DIEGO CA 92130 1 03/21/01 00
9824499 03 05/01/01 0
9824499 O 04/01/31
0
4667894 286/286 F 368,500.00 ZZ
360 368,212.53 1
7.250 2,513.82 61
7.000 2,513.82
NOVATO CA 94949 2 03/15/01 00
9805384 03 05/01/01 0
9805384 O 04/01/31
0
4667896 286/286 F 419,250.00 ZZ
360 418,930.98 1
7.375 2,895.66 70
7.125 2,895.66
DANVILLE CA 94526 1 03/16/01 00
9805208 03 05/01/01 0
9805208 O 04/01/31
0
4667897 286/286 F 306,000.00 ZZ
360 305,761.29 1
7.250 2,087.46 90
7.000 2,087.46
TYRONE GA 30290 2 03/20/01 10
9815957 03 05/01/01 25
9815957 O 04/01/31
0
1
4667898 286/286 F 370,000.00 ZZ
360 369,738.85 1
7.750 2,650.73 74
7.500 2,650.73
FAIRFAX STATION VA 22039 2 03/27/01 00
9954275 03 05/01/01 0
9954275 O 04/01/31
0
4667899 286/286 F 320,000.00 ZZ
360 319,756.51 1
7.375 2,210.16 80
7.125 2,210.16
CONCORD CA 94519 1 03/26/01 00
9826562 05 05/01/01 0
9826562 O 04/01/31
0
4667900 286/286 F 319,950.00 ZZ
360 319,706.55 1
7.375 2,209.82 80
7.125 2,209.82
WOODINVILLE WA 98072 1 03/14/01 00
9772838 05 05/01/01 0
9772838 O 04/01/31
0
4667901 286/286 F 360,000.00 ZZ
360 359,689.44 1
7.625 2,548.06 54
7.375 2,548.06
SEATTLE WA 98117 2 03/15/01 00
9806356 05 05/01/01 0
9806356 O 04/01/31
0
4667914 286/286 F 377,750.00 ZZ
360 377,462.56 1
7.375 2,609.03 80
7.125 2,609.03
ANNAPOLIS MD 21403 1 03/29/01 00
9969375 03 05/01/01 0
9969375 O 04/01/31
0
4667948 286/286 F 505,000.00 ZZ
360 504,625.22 1
1
7.500 3,531.03 75
7.250 3,531.03
WALNUT CREEK CA 94598 1 03/20/01 00
9822171 05 05/01/01 0
9822171 O 04/01/31
0
4667949 286/286 F 340,000.00 ZZ
360 339,747.67 1
7.500 2,377.33 46
7.250 2,377.33
SALINAS CA 93908 2 03/16/01 00
9819889 03 05/01/01 0
9819889 O 04/01/31
0
4667950 286/286 F 328,000.00 ZZ
360 327,750.42 1
7.375 2,265.41 80
7.125 2,265.41
FAIRFAX STATION VA 22039 2 03/28/01 00
9956660 03 05/01/01 0
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4702366 K79/G01 F 352,000.00 ZZ
360 352,000.00 1
7.375 2,431.18 67
7.125 2,431.18
NEWTON MA 02468 1 04/20/01 00
0432762367 05 06/01/01 0
13659 O 05/01/31
0
4703130 E82/G01 F 296,500.00 ZZ
360 296,500.00 1
7.625 2,098.61 69
7.375 2,098.61
SAN RAMON CA 94583 2 04/20/01 00
0400379053 05 06/01/01 0
2000448 O 05/01/31
0
4703131 E82/G01 F 303,500.00 ZZ
360 303,500.00 1
7.500 2,122.12 80
7.250 2,122.12
FREMONT CA 94538 2 04/16/01 00
0400303325 05 06/01/01 0
3962444 O 05/01/31
0
4703132 E82/G01 F 347,500.00 ZZ
360 347,500.00 1
7.750 2,489.53 76
7.500 2,489.53
STAMFORD CT 06905 2 04/23/01 00
0400410122 01 06/01/01 0
0400410122 O 05/01/31
0
4703133 E82/G01 F 294,800.00 ZZ
360 294,800.00 1
7.375 2,036.11 76
7.125 2,036.11
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0400413209 05 06/01/01 0
1998043 O 05/01/31
0
4703139 E82/G01 F 183,000.00 ZZ
360 183,000.00 1
7.375 1,263.94 67
7.125 1,263.94
1
EAST GREENWICH RI 02818 2 04/23/01 00
0400414371 05 06/01/01 0
0400414371 O 05/01/31
0
4703140 E82/G01 F 958,000.00 ZZ
360 958,000.00 1
7.500 6,698.47 65
7.250 6,698.47
WESTLAKE VILLAG CA 91361 5 04/23/01 00
0400410270 03 06/01/01 0
0400410270 O 05/01/31
0
4703147 E82/G01 F 323,900.00 ZZ
360 323,900.00 1
7.375 2,237.10 74
7.125 2,237.10
CERRITOS CA 90703 2 04/21/01 00
0400410437 05 06/01/01 0
0400410437 O 05/01/31
0
4703151 E82/G01 F 364,300.00 ZZ
360 364,300.00 1
7.500 2,547.24 59
7.250 2,547.24
MCLEAN VA 22101 2 04/20/01 00
0400409272 05 06/01/01 0
0400409272 O 05/01/31
0
4703154 E82/G01 F 351,000.00 ZZ
360 351,000.00 1
7.375 2,424.27 80
7.125 2,424.27
CANTON GA 30115 2 04/18/01 00
0400411260 05 06/01/01 0
1996901 O 05/01/31
0
4707497 624/G01 F 305,300.00 ZZ
360 305,300.00 1
7.125 2,056.86 86
6.875 2,056.86
FAIRFIELD CA 94585 1 04/26/01 11
0432771939 05 06/01/01 25
91002410046F O 05/01/31
0
1
4709926 E82/G01 F 642,300.00 ZZ
360 642,300.00 1
7.625 4,546.16 66
7.375 4,546.16
LAYTON UT 84040 2 04/18/01 00
0400402814 05 06/01/01 0
1936713 O 05/01/31
0
4709930 E82/G01 F 428,600.00 ZZ
360 428,600.00 1
7.250 2,923.81 64
7.000 2,923.81
FAIRFAX STATION VA 22039 2 04/24/01 00
0400388658 05 06/01/01 0
0400388658 O 05/01/31
0
4709933 E82/G01 F 311,000.00 ZZ
360 311,000.00 1
7.125 2,095.26 64
6.875 2,095.26
REDWOOD CITY CA 94063 2 03/29/01 00
0400415543 05 06/01/01 0
0400415543 O 05/01/31
0
4709964 T35/G01 F 334,000.00 ZZ
360 334,000.00 1
7.125 2,250.22 72
6.875 2,250.22
SAN JOSE CA 95127 2 04/23/01 00
0400418844 05 06/01/01 0
546190 O 05/01/31
0
4714539 405/405 F 424,000.00 ZZ
360 423,685.33 1
7.500 2,964.67 68
7.000 2,964.67
EVERGREEN CO 80439 1 03/28/01 00
0012078135 03 05/01/01 0
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0
4714540 405/405 F 520,000.00 ZZ
360 519,614.08 1
1
7.500 3,635.92 80
7.000 3,635.92
WALNUT CREEK CA 94598 1 03/12/01 00
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0
4714541 405/405 F 348,000.00 ZZ
360 347,754.38 1
7.750 2,493.12 80
7.250 2,493.12
SAN JOSE CA 95119 5 03/15/01 00
0012090072 05 05/01/01 0
0012090072 O 04/01/31
0
4714542 405/405 F 589,000.00 ZZ
360 588,573.69 1
7.625 4,168.91 73
7.125 4,168.91
SAN MARINO CA 91108 5 03/13/01 00
0012092276 05 05/01/01 0
0012092276 O 04/01/31
0
4714543 405/405 F 650,000.00 ZZ
360 649,492.93 1
7.250 4,434.15 73
6.750 4,434.15
SAN LUIS OBISPO CA 93401 1 03/19/01 00
0012094009 05 05/01/01 0
0012094009 O 04/01/31
0
4714544 405/405 F 616,000.00 ZZ
360 615,542.84 1
7.500 4,307.16 80
7.000 4,307.16
HUNTINGTON BEAC CA 92648 1 03/06/01 00
0012094652 03 05/01/01 0
0012094652 O 04/01/31
0
4714548 405/405 F 396,000.00 ZZ
360 395,698.68 1
7.375 2,735.07 80
6.875 2,735.07
BOULDER CO 80302 1 03/30/01 00
0012098703 05 05/01/01 0
1
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0
4714552 405/405 F 369,900.00 ZZ
360 369,618.53 1
7.375 2,554.81 76
6.875 2,554.81
LITTLETON CO 80127 1 03/30/01 00
0012118246 05 05/01/01 0
0012118246 O 04/01/31
0
4714559 405/405 F 328,000.00 ZZ
360 327,762.60 1
7.625 2,321.57 80
7.125 2,321.57
MC LEAN VA 22102 2 04/04/01 00
0017146325 05 05/01/01 0
0017146325 O 04/01/31
0
4714577 405/405 F 602,250.00 ZZ
360 602,250.00 1
7.125 4,057.47 75
6.750 4,057.47
XXXXXX MD 21012 2 04/05/01 00
0017240318 03 06/01/01 0
0017240318 O 05/01/31
0
4714578 405/405 F 370,000.00 ZZ
360 370,000.00 1
7.500 2,587.10 39
7.000 2,587.10
SAN MATEO CA 94402 5 04/02/01 00
0017241183 05 06/01/01 0
0017241183 O 05/01/31
0
4714579 405/405 F 315,000.00 ZZ
360 315,000.00 1
7.500 2,202.53 45
7.000 2,202.53
SAN FRANCISCO CA 94127 2 04/04/01 00
0017241985 05 06/01/01 0
0017241985 O 05/01/31
0
1
4714580 405/405 F 500,000.00 ZZ
360 500,000.00 1
7.125 3,368.60 57
6.750 3,368.60
MOUNTAIN VIEW CA 94041 2 04/02/01 00
0017244674 05 06/01/01 0
0017244674 O 05/01/31
0
4714583 405/405 F 488,000.00 ZZ
360 487,628.67 1
7.375 3,370.50 80
6.875 3,370.50
WOODINVILLE WA 98072 1 03/14/01 00
0017245952 03 05/01/01 0
0017245952 O 04/01/31
0
4714584 405/405 F 412,000.00 ZZ
360 411,686.49 1
7.375 2,845.59 80
6.875 2,845.59
OAKLAND CA 94609 1 03/13/01 00
0017246133 05 05/01/01 0
0017246133 O 04/01/31
0
4714586 405/405 F 408,000.00 ZZ
360 407,689.54 1
7.375 2,817.96 80
6.875 2,817.96
SAN FRANCISCO CA 94127 1 03/15/01 00
0017247149 05 05/01/01 0
0017247149 O 04/01/31
0
4714587 405/405 F 420,000.00 ZZ
360 419,680.41 1
7.375 2,900.84 80
6.875 2,900.84
ROCKVILLE MD 20852 1 03/29/01 00
0017247859 05 05/01/01 0
0017247859 O 04/01/31
0
4714589 405/405 F 313,000.00 ZZ
360 313,000.00 1
6.875 2,056.19 80
6.625 2,056.19
1
CLAYTON CA 94517 2 04/02/01 00
0017250937 03 06/01/01 0
0017250937 O 05/01/31
0
4714590 405/405 F 516,000.00 ZZ
360 515,607.36 1
7.375 3,563.89 80
6.875 3,563.89
WEST HOLLYWOOD CA 90069 1 03/16/01 00
0017251406 05 05/01/01 0
0017251406 O 04/01/31
0
4714591 405/405 F 406,000.00 ZZ
360 406,000.00 1
7.375 2,804.14 79
6.875 2,804.14
SAN FRANCISCO CA 94121 2 04/04/01 00
0017251547 05 06/01/01 0
0017251547 O 05/01/31
0
4714592 405/405 F 516,000.00 ZZ
360 516,000.00 1
7.375 3,563.89 80
6.875 3,563.89
LOS ANGELES CA 90045 2 04/05/01 00
0017252107 05 06/01/01 0
0017252107 O 05/01/31
0
4714601 405/405 F 439,900.00 ZZ
360 439,548.22 1
7.125 2,963.69 80
6.750 2,963.69
NORTH POTOMAC MD 20878 1 04/10/01 00
0017259607 05 05/01/01 0
0017259607 O 04/01/31
0
4714641 405/405 F 336,000.00 ZZ
360 336,000.00 1
7.250 2,292.12 65
6.750 2,292.12
HOLLISTER CA 95023 5 04/09/01 00
0017302878 03 06/01/01 0
0017302878 O 05/01/31
0
1
4714642 405/405 F 304,000.00 ZZ
360 304,000.00 1
7.375 2,099.66 76
6.875 2,099.66
LOS ANGELES CA 91326 2 04/03/01 00
0017305590 05 06/01/01 0
0017305590 O 05/01/31
0
4714643 405/405 F 486,000.00 ZZ
360 486,000.00 1
6.750 3,152.19 65
6.500 3,152.19
RANCHO PALOS VE CA 90275 2 04/03/01 00
0017305673 05 06/01/01 0
0017305673 O 05/01/31
0
4714644 405/405 F 373,000.00 ZZ
360 373,000.00 1
7.250 2,544.52 73
6.750 2,544.52
CLAREMONT CA 91711 1 04/11/01 00
0017306119 05 06/01/01 0
0017306119 O 05/01/31
0
4714645 405/405 F 360,000.00 ZZ
360 360,000.00 1
7.250 2,455.84 80
6.750 2,455.84
BRADBURY CA 91010 1 04/06/01 00
0017306754 05 06/01/01 0
0017306754 O 05/01/31
0
4714646 405/405 F 536,000.00 ZZ
360 536,000.00 1
7.125 3,611.14 80
6.750 3,611.14
SANTA ANA CA 92705 1 04/04/01 00
0017311341 05 06/01/01 0
0017311341 O 05/01/31
0
4714648 405/405 F 650,000.00 ZZ
360 650,000.00 1
1
7.250 4,434.15 68
6.750 4,434.15
PLEASANTON CA 94566 1 04/11/01 00
0017334228 05 06/01/01 0
0017334228 O 05/01/31
0
4714649 405/405 F 309,200.00 ZZ
360 309,200.00 1
6.875 2,031.23 80
6.625 2,031.23
WALNUT CREEK CA 94598 1 04/09/01 00
0017335589 03 06/01/01 0
0017335589 O 05/01/31
0
4714650 405/405 F 336,000.00 ZZ
360 336,000.00 1
7.375 2,320.67 80
6.875 2,320.67
CARPINTERIA CA 93013 1 04/05/01 00
0017345810 05 06/01/01 0
0017345810 O 05/01/31
0
4714651 405/405 F 350,000.00 ZZ
360 350,000.00 1
7.125 2,358.02 44
6.750 2,358.02
SAN JOSE CA 95130 2 04/05/01 00
0019814268 05 06/01/01 0
0019814268 O 05/01/31
0
4714652 405/405 F 295,000.00 ZZ
360 295,000.00 1
7.125 1,987.47 41
6.750 1,987.47
SAN JOSE CA 95133 5 04/09/01 00
0019817204 05 06/01/01 0
0019817204 O 05/01/31
0
4714654 405/405 F 348,400.00 ZZ
360 348,134.89 1
7.375 2,406.32 65
6.875 2,406.32
EL SEGUNDO CA 90245 1 03/19/01 00
0019824440 05 05/01/01 0
1
0019824440 O 04/01/31
0
4714656 405/405 F 431,000.00 ZZ
360 431,000.00 1
6.875 2,831.37 72
6.625 2,831.37
TORRANCE CA 90505 2 04/09/01 00
0019847227 01 06/01/01 0
0019847227 O 05/01/31
0
4714661 405/405 F 600,000.00 ZZ
360 600,000.00 2
7.750 4,298.48 75
7.000 4,298.48
SANTA MONICA CA 90403 1 04/04/01 00
0017127127 05 06/01/01 0
0017127127 O 05/01/31
0
4714666 405/405 F 315,000.00 ZZ
360 315,000.00 1
7.500 2,202.53 78
6.750 2,202.53
YORBA LINDA CA 92886 2 04/05/01 00
0017233354 05 06/01/01 0
0017233354 O 05/01/31
0
4714667 405/405 F 425,000.00 ZZ
360 425,000.00 1
7.375 2,935.37 64
6.750 2,935.37
LOS ANGELES CA 90272 2 04/03/01 00
0017241175 05 06/01/01 0
0017241175 O 05/01/31
0
4714668 405/405 F 446,000.00 ZZ
360 446,000.00 1
7.375 3,080.41 56
6.750 3,080.41
CALABASAS CA 91302 2 04/04/01 00
0017242397 03 06/01/01 0
0017242397 O 05/01/31
0
1
4714669 405/405 F 320,000.00 ZZ
360 320,000.00 1
7.125 2,155.90 51
6.750 2,155.90
BELMONT CA 94002 2 04/04/01 00
0017249475 05 06/01/01 0
0017249475 O 05/01/31
0
4714670 405/405 F 391,500.00 ZZ
360 391,500.00 1
7.125 2,637.61 72
6.750 2,637.61
LOS ANGELES CA 90046 2 04/09/01 00
0017252032 05 06/01/01 0
0017252032 O 05/01/31
0
4714674 405/405 F 366,000.00 ZZ
360 366,000.00 1
7.375 2,527.88 65
6.750 2,527.88
SCOTTSDALE AZ 85255 2 04/09/01 00
0017260514 03 06/01/01 0
0017260514 O 05/01/31
0
4714675 405/405 F 600,000.00 ZZ
360 600,000.00 1
7.375 4,144.05 64
6.750 4,144.05
MALIBU CA 90265 5 04/04/01 00
0017260951 05 06/01/01 0
0017260951 O 05/01/31
0
4714678 405/405 F 520,000.00 ZZ
360 520,000.00 1
7.125 3,503.34 80
6.750 3,503.34
HIGHLAND UT 84003 2 04/06/01 00
0017265596 05 06/01/01 0
0017265596 O 05/01/31
0
4714682 405/405 F 406,000.00 ZZ
360 406,000.00 1
7.250 2,769.64 63
6.750 2,769.64
1
DIAMOND BAR CA 91765 2 04/05/01 00
0017284480 03 06/01/01 0
0017284480 O 05/01/31
0
4714684 405/405 F 814,450.00 ZZ
360 814,450.00 1
7.250 5,555.99 63
6.750 5,555.99
AUSTIN TX 78731 2 04/06/01 00
0017290933 03 06/01/01 0
0017290933 O 05/01/31
0
4714686 405/405 F 380,000.00 ZZ
360 380,000.00 1
7.125 2,560.14 75
6.750 2,560.14
LOS ANGELES CA 91356 2 04/02/01 00
0017294489 05 06/01/01 0
0017294489 O 05/01/31
0
4714687 405/405 F 483,100.00 ZZ
360 483,100.00 1
7.250 3,295.60 65
6.750 3,295.60
SOLVANG CA 93463 1 04/06/01 00
0017308362 03 06/01/01 0
0017308362 O 05/01/31
0
4714688 405/405 F 328,000.00 ZZ
360 328,000.00 1
7.375 2,265.42 80
6.750 2,265.42
SAN FRANCISCO CA 94123 1 04/05/01 00
0017319872 01 06/01/01 0
0017319872 O 05/01/31
0
4714690 405/405 F 379,300.00 ZZ
360 379,300.00 1
7.250 2,587.50 80
6.750 2,587.50
MCKINNEY TX 75070 1 04/12/01 00
0017326273 03 06/01/01 0
0017326273 O 05/01/31
0
1
4714691 405/405 F 496,000.00 ZZ
360 496,000.00 1
7.125 3,341.65 80
6.750 3,341.65
HALF MOON BAY CA 94019 1 04/04/01 00
0017327966 05 06/01/01 0
0017327966 O 05/01/31
0
4714692 405/405 F 326,000.00 ZZ
360 326,000.00 1
7.375 2,251.61 80
6.750 2,251.61
LAGUNA NIGUEL CA 92677 1 04/10/01 00
0017346537 03 06/01/01 0
0017346537 O 05/01/31
0
4714693 405/405 F 436,000.00 ZZ
360 436,000.00 1
7.250 2,974.29 80
6.750 2,974.29
IRVINE CA 92618 1 04/10/01 00
0017349382 03 06/01/01 0
0017349382 O 05/01/31
0
4714694 405/405 F 502,000.00 ZZ
360 502,000.00 1
7.125 3,382.07 72
6.750 3,382.07
ORINDA CA 94563 1 04/09/01 00
0017351404 05 06/01/01 0
0017351404 O 05/01/31
0
4714695 405/405 F 400,000.00 ZZ
360 400,000.00 1
7.125 2,694.88 78
6.750 2,694.88
ATASCADERO CA 93422 1 04/10/01 00
0019841485 05 06/01/01 0
0019841485 O 05/01/31
0
4714696 405/405 F 340,000.00 ZZ
360 340,000.00 1
1
7.250 2,319.40 80
6.750 2,319.40
ARCADIA CA 91007 1 04/04/01 00
0019847524 05 06/01/01 0
0019847524 O 05/01/31
0
4717257 964/G01 F 300,000.00 ZZ
360 300,000.00 1
7.250 2,046.53 70
7.000 2,046.53
LITTLETON CO 80120 2 04/11/01 00
0432761336 03 06/01/01 0
115349 O 05/01/31
0
4720427 B57/G01 F 348,000.00 ZZ
360 348,000.00 1
7.250 2,373.97 80
7.000 2,373.97
CULVER CITY CA 90232 1 04/12/01 00
0432767440 05 06/01/01 0
2112601 O 05/01/31
0
4720726 964/G01 F 295,000.00 ZZ
360 295,000.00 1
7.375 2,037.49 67
7.125 2,037.49
SCOTTSDALE AZ 85259 2 04/09/01 00
0432769214 03 06/01/01 0
106157 O 05/01/31
0
4723817 964/G01 F 308,600.00 ZZ
360 308,600.00 1
7.250 2,105.20 78
7.000 2,105.20
SAN XXXXXX CA 94901 2 04/10/01 00
0432765352 05 06/01/01 0
114633 O 05/01/31
0
4728684 696/G01 F 72,000.00 ZZ
360 72,000.00 1
7.625 509.61 80
7.375 509.61
ANNANDALE VA 22003 1 04/26/01 00
0432755288 01 06/01/01 0
1
23301108 O 05/01/31
0
4730686 E22/G01 F 88,000.00 ZZ
360 88,000.00 1
8.250 661.11 80
8.000 661.11
UNIVERSITY PLAC WA 98466 1 04/25/01 00
0412543282 01 06/01/01 0
0412543282 O 05/01/31
0
4733539 N47/G01 F 390,000.00 ZZ
360 390,000.00 1
7.000 2,594.68 80
6.750 2,594.68
HAYWARD CA 94544 1 04/23/01 00
0432771988 05 06/01/01 0
20310419 O 05/01/31
0
4759690 M32/M32 F 275,000.00 ZZ
360 274,768.96 1
6.875 1,806.56 85
6.625 1,806.56
XXXXXXX XXXXXX MO 63119 1 03/29/01 00
685061525 05 05/01/01 0
685061525 O 04/01/31
0
4761274 964/G01 F 650,000.00 ZZ
360 650,000.00 1
7.375 4,489.39 78
7.125 4,489.39
WALNUT CREEK CA 94596 1 04/05/01 00
0432772655 05 06/01/01 0
113482 O 05/01/31
0
4763341 286/286 F 388,800.00 ZZ
360 388,800.00 1
7.250 2,652.31 90
7.000 2,652.31
CANTON GA 30115 1 04/16/01 12
77714 03 06/01/01 25
77714 O 05/01/31
0
1
4763654 286/286 F 640,550.00 ZZ
360 640,550.00 1
7.250 4,369.69 80
7.000 4,369.69
LIVERMORE CA 94550 1 04/05/01 00
182872 03 06/01/01 0
182872 O 05/01/31
0
4767058 286/286 F 390,000.00 ZZ
360 390,000.00 1
7.375 2,693.63 68
7.125 2,693.63
INDEPENDENCE TW MI 48348 2 04/16/01 00
286348 05 06/01/01 0
286348 O 05/01/31
0
4769545 163/163 F 350,000.00 ZZ
360 350,000.00 1
7.375 2,417.37 63
7.125 2,417.37
AVON CT 06001 1 04/27/01 00
80559281 03 06/01/01 0
80559281 O 05/01/31
0
4778427 405/405 F 496,800.00 ZZ
360 496,800.00 1
7.500 3,473.70 80
6.750 3,473.70
LOS ANGELES CA 90024 1 04/11/01 00
17316845 05 06/01/01 0
17316845 O 05/01/31
0
4780168 696/G01 F 423,200.00 ZZ
360 423,200.00 1
7.375 2,922.94 80
7.125 2,922.94
WASHINGTON DC 20009 1 04/30/01 00
0432768752 07 06/01/01 0
30101031 O 05/01/31
0
1
TOTAL NUMBER OF LOANS : 662
TOTAL ORIGINAL BALANCE : 259,278,550.00
TOTAL PRINCIPAL BALANCE : 259,117,987.09
TOTAL ORIGINAL P+I : 1,790,462.80
TOTAL CURRENT P+I : 1,790,462.80
***************************
* END OF REPORT *
***************************
EXHIBIT TWO
MORTGAGE LOAN SCHEDULE FOR LOAN GROUP II
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.09.56 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 B CUTOFF : 05/01/01
POOL : 0004501
:
:
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
--------------------------------------------------------------------------
3826727 .2500
143,450.40 .0800
7.2500 .0000
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7.1250 .0000
7.0450 .0000
6.7500 .2950
4714569 .5000
370,125.10 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714570 .5000
360,718.65 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714572 .5000
553,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
4714575 .2500
335,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714593 .5000
350,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714595 .5000
299,714.65 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714596 .5000
308,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714597 .5000
980,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714598 .3750
373,000.00 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714599 .5000
611,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714602 .5000
467,652.67 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
4714603 .5000
438,674.19 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714604 .5000
330,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714605 .5000
319,750.36 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714606 .5000
463,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714607 .5000
396,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714608 .5000
367,719.98 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714609 .5000
486,829.28 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714610 .5000
399,608.03 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
4714611 .5000
308,565.02 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714612 .5000
444,861.24 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714613 .5000
410,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714614 .2500
370,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4714616 .5000
319,774.15 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4714617 .5000
446,759.79 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714618 .5000
303,400.00 .0800
7.7500 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4714619 .5000
300,000.00 .0800
7.6250 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
4714620 .5000
409,680.15 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714621 .3750
318,000.00 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714622 .5000
340,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714623 .5000
351,000.00 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714624 .5000
475,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714625 .5000
400,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714626 .5000
310,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714627 .5000
367,719.98 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
4714628 .5000
315,765.48 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714629 .2500
499,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714630 .2500
350,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714631 .2500
396,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4714632 .5000
379,717.98 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714633 .5000
335,900.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714634 .2500
510,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4714635 .5000
492,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
4714637 .5000
650,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714638 .5000
432,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714639 .5000
411,686.49 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714640 .5000
531,000.00 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4714653 .5000
354,856.44 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4714655 .5000
422,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714658 .6250
301,770.20 .0300
7.3750 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714659 .3750
377,697.72 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
4714660 .6250
308,000.00 .0300
7.3750 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714663 .7500
312,900.00 .0300
7.5000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714665 .7500
329,400.00 .0300
7.5000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714677 .5000
320,000.00 .0300
7.2500 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714681 .3750
350,000.00 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714683 .7500
438,750.00 .0300
7.5000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4714685 .3750
337,500.00 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4715546 .2500
418,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
4716029 .2500
284,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4716031 .2500
350,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
4716033 .2500
412,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4716034 .2500
378,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4721703 .2500
344,950.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4721705 .2500
502,950.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
4723364 .2500
440,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4723367 .2500
226,400.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
4723435 .2500
509,600.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4723627 .2500
297,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4723952 .2500
318,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
4725265 .2500
503,200.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4727913 .2500
330,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4728125 .2500
365,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4729187 .2500
354,400.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4730694 .2500
266,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
4730812 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4737438 .2500
348,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4737440 .2500
380,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
4737442 .2500
450,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4737445 .2500
650,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4737446 .2500
580,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4739038 .2500
353,100.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4739039 .2500
530,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
4739040 .2500
325,350.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4739041 .2500
397,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4739042 .2500
337,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4745258 .2500
311,500.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
4754169 .2500
349,600.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4754309 .2500
373,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4761163 .2500
468,800.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4761196 .2500
645,500.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
4762639 .2500
377,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
4765004 .2500
441,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
4765005 .2500
400,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4765158 .2500
368,712.14 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
4766425 .2500
292,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4766799 .2500
518,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4778446 .2500
372,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
4778447 .2500
308,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
4780872 .2500
349,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
TOTAL NUMBER OF LOANS: 927
TOTAL BALANCE........: 363,504,149.51
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.09.56 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 B FIXED SUMMARY REPORT CUTOFF : 05/01/01
POOL : 0004501
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.3673 6.6250 8.7500
RFC NET RATE 7.0981 6.3750 8.5000
NET MTG RATE(INVSTR RATE) 7.0253 6.3450 8.4200
POST STRIP RATE 6.7358 6.3450 6.7500
SUB SERV FEE .2693 .2500 .7500
MSTR SERV FEE .0728 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2895 .0000 1.6700
TOTAL NUMBER OF LOANS: 927
TOTAL BALANCE........: 363,504,149.51
***************************
* END OF REPORT *
***************************
1
RUN ON : 05/21/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.09.56 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 2001-S10 CUTOFF : 05/01/01
POOL : 0004501
:
:
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 #
______________________________________________________________________________
3826727 025/025 F 253,800.00 ZZ
360 143,450.40 1
7.250 1,731.37 90
7.000 1,731.37
MECHANICSVILLE VA 23116 1 05/14/99 01
011072957 03 07/01/99 25
011072957 O 06/01/29
0
3865243 E82/G01 F 238,900.00 ZZ
360 237,827.89 1
8.500 1,836.93 72
8.250 1,836.93
BABYLON NY 11702 2 10/02/00 00
0400308516 05 11/01/00 0
0400308516 O 10/01/30
0
3963591 225/225 F 274,500.00 ZZ
360 273,039.63 1
7.875 1,990.32 90
7.625 1,990.32
MT LAUREL NJ 08054 1 09/19/00 10
6507539 05 11/01/00 25
6507539 O 10/01/30
0
3964669 225/225 F 261,600.00 ZZ
360 260,418.54 1
8.375 1,988.35 80
8.125 1,988.35
DAVIDSON NC 28036 1 09/27/00 00
6508134 03 11/01/00 0
1
6508134 O 10/01/30
0
3992235 E22/G01 F 130,500.00 ZZ
360 130,078.19 3
8.250 980.40 87
8.000 980.40
NASHUA NH 03060 2 11/06/00 04
0412166969 05 01/01/01 25
0412166969 O 12/01/30
0
4180057 944/G01 F 350,800.00 ZZ
360 350,052.41 1
7.750 2,513.18 90
7.500 2,513.18
UNION CITY CA 94587 1 01/12/01 01
0432718781 05 03/01/01 25
W00121059 O 02/01/31
0
4185421 E84/G01 F 400,000.00 ZZ
360 398,830.91 1
7.625 2,831.17 80
7.375 2,831.17
DANVILLE CA 94506 1 12/21/00 00
0432652964 09 02/01/01 0
16001734 O 01/01/31
0
4188690 E84/G01 F 440,000.00 ZZ
360 438,767.03 1
7.875 3,190.31 80
7.625 3,190.31
CORTE MADERA CA 94925 1 12/19/00 00
0432560605 05 02/01/01 0
37001130 O 01/01/31
0
4201498 H12/G01 F 492,000.00 ZZ
360 492,000.00 1
7.000 3,273.29 80
6.750 3,273.29
OMAHA NE 68124 2 04/20/01 00
0432768828 05 06/01/01 0
080012577001 O 05/01/31
0
1
4205702 964/G01 F 312,000.00 ZZ
360 311,756.61 1
7.250 2,128.39 70
7.000 2,128.39
SAN FRANCISCO CA 94116 2 03/27/01 00
0432713485 05 05/01/01 0
400101782 O 04/01/31
0
4227496 M32/M32 F 270,000.00 ZZ
360 269,149.82 1
7.250 1,841.88 78
7.000 1,841.88
CENTRE AL 35960 1 12/22/00 00
385039832 05 02/01/01 0
385039832 O 01/01/31
0
4261343 163/163 F 380,200.00 ZZ
360 379,409.90 1
7.875 2,756.71 80
7.625 2,756.71
HAM LAKE MN 55304 1 01/02/01 00
3917785603 05 03/01/01 0
3917785603 O 02/01/31
0
4289422 E22/G01 F 196,700.00 ZZ
360 196,248.22 1
7.375 1,358.56 88
7.125 1,358.56
LOXAHATCHEE FL 33470 2 01/31/01 10
0412319030 05 03/01/01 25
0412319030 O 02/01/31
0
4290472 964/G01 F 560,000.00 ZZ
360 559,584.40 1
7.500 3,915.60 77
7.250 3,915.60
SAN FRANCISCO CA 94127 2 03/19/01 00
0432702751 05 05/01/01 0
105952 O 04/01/31
0
4300530 H22/G01 F 346,000.00 ZZ
360 345,736.72 1
7.375 2,389.74 56
7.125 2,389.74
1
WAYNE NJ 07470 1 03/29/01 00
0432698934 05 05/01/01 0
0102011 O 04/01/31
0
4301256 163/163 F 370,800.00 ZZ
360 369,989.75 1
7.625 2,624.50 90
7.375 2,624.50
XXXXXXXX XXXXXX NJ 08648 1 01/26/01 04
1000270237 05 03/01/01 25
1000270237 O 02/01/31
0
4308092 025/025 F 264,000.00 ZZ
360 262,636.65 1
7.625 1,868.58 80
7.375 1,868.58
SAVANNAH GA 31410 1 09/27/00 00
0020285581 03 11/01/00 0
0020285581 O 10/01/30
0
4316960 025/025 F 275,000.00 ZZ
360 274,030.98 1
7.875 1,993.94 77
7.625 1,993.94
WINTER HAVEN FL 33884 1 11/30/00 00
0021655444 03 01/01/01 0
0021655444 O 12/01/30
0
4319920 025/025 F 270,400.00 ZZ
360 269,236.27 1
7.750 1,937.18 80
7.500 1,937.18
FRIENDSWOOD TX 77546 2 10/27/00 00
0137944898 05 12/01/00 0
0137944898 O 11/01/30
0
4320099 025/025 F 270,000.00 ZZ
360 269,127.23 1
8.250 2,028.42 72
8.000 2,028.42
CHURCHVILLE MD 21028 1 11/07/00 00
0130050255 05 01/01/01 0
0130050255 O 12/01/30
0
1
4326527 163/G01 F 490,000.00 ZZ
360 489,153.85 1
6.750 3,178.14 70
6.500 3,178.14
NEW CASTLE NY 10514 1 02/16/01 00
0432664332 05 04/01/01 0
1000231939 O 03/01/31
0
4328725 757/G01 F 385,500.00 ZZ
360 384,940.19 1
7.625 2,728.55 73
7.375 2,728.55
PROVIDENCE RI 02906 2 02/23/01 00
0432637999 05 04/01/01 0
1000140341 O 03/01/31
0
4333194 116/116 F 300,000.00 ZZ
358 299,301.38 1
7.375 2,075.20 60
7.125 2,075.20
SUGAR LAND TX 77479 1 02/16/01 00
091068931 03 03/01/01 0
091068931 O 12/01/30
0
4347701 825/G01 F 795,000.00 ZZ
360 794,379.83 1
7.250 5,423.30 50
7.000 5,423.30
CRESTED BUTTE CO 81224 2 03/01/01 00
0432672590 05 05/01/01 0
XXXXXX O 04/01/31
0
4347725 F97/F97 F 368,850.00 ZZ
360 368,287.01 1
7.375 2,547.56 45
7.125 2,547.56
HINSDALE IL 60521 2 01/31/01 00
8000072076 05 04/01/01 0
8000072076 O 03/01/31
0
4347913 163/G01 F 318,500.00 ZZ
360 318,269.48 1
1
7.625 2,254.32 85
7.375 2,254.32
NEWARK CA 94560 2 03/13/01 04
0432705549 05 05/01/01 12
717993413 O 04/01/31
0
4352025 420/G01 F 230,000.00 ZZ
360 229,622.03 1
7.000 1,530.20 44
6.750 1,530.20
SEBASTOPOL CA 95472 5 02/23/01 00
0432738979 05 04/01/01 0
479394 O 03/01/31
0
4373240 575/G01 F 432,000.00 ZZ
360 431,340.54 1
7.375 2,983.72 80
7.125 2,983.72
MCLEAN VA 22101 2 02/28/01 00
0432713824 05 04/01/01 0
9478777 O 03/01/31
0
4393518 893/G01 F 390,000.00 ZZ
360 389,695.76 1
7.250 2,660.49 65
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629055 O 04/01/31
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ARLINGTON VA 22201 1 01/17/01 00
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LOOMIS CA 95650 2 03/22/01 00
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SANTA ROSA CA 95404 1 03/20/01 00
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VIRGINIA BEACH VA 23454 2 02/22/01 00
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MARIETTA GA 30067 5 02/16/01 00
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ARLINGTON VA 22202 1 02/22/01 00
258397 05 04/01/01 0
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WEST BLOOMFIELD MI 48322 2 02/27/01 00
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BONSALL CA 92003 2 02/16/01 00
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FOREST KNOLLS CA 94933 5 02/20/01 00
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UNION CITY CA 94587 2 02/13/01 00
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OAKTON VA 22124 1 02/20/01 00
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GILROY CA 95020 2 02/09/01 00
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CLARKSVILLE MD 21029 1 02/26/01 00
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DANVERS MA 01923 5 01/12/01 00
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SAN JOSE CA 95132 5 03/26/01 00
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38800810133 O 04/01/31
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ENCINITAS CA 92024 1 12/12/00 00
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0138671177 O 01/01/31
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SMYRNA GA 30080 1 12/01/00 00
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WILMETTE IL 60091 2 04/13/01 00
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1000186062 O 05/01/31
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EMMAUS PA 18049 2 12/01/00 00
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138536628 O 01/01/31
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BEN LOMOND CA 95005 2 03/13/01 00
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46000910126F O 04/01/31
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LOS ALTOS CA 94022 5 03/16/01 00
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FREMONT CA 94536 5 03/22/01 00
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RICHMOND VA 23233 2 03/27/01 00
0432755023 03 05/01/01 0
11904034 O 04/01/31
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4463555 526/526 F 516,000.00 ZZ
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HOUSTON TX 77005 1 02/21/01 00
0440213 05 04/01/01 0
0440213 O 03/01/31
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4468813 E45/G01 F 300,000.00 ZZ
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5677717 O 04/01/31
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SAN DIEGO CA 92131 2 01/16/01 00
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138590773 O 02/01/31
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NOVATO CA 94949 5 04/02/01 00
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FAIRFAX STATION VA 22039 1 03/20/01 00
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918086522 O 04/01/31
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DANA POINT CA 92629 2 03/02/01 00
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203590 O 04/01/31
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SOLVANG CA 93463 1 04/01/01 00
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70003351 O 05/01/31
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KAILUA-KONA HI 96740 1 04/05/01 00
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10200030 O 05/01/31
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LA HABRA CA 90631 2 03/21/01 00
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RESTON VA 20191 1 02/26/01 00
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1031923 O 03/01/31
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MONTARA CA 94037 1 04/09/01 00
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BEVERLY HILLS CA 90212 5 03/23/01 00
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7331012907 O 04/01/31
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CORONADO CA 92118 5 03/09/01 00
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HOLLIS NH 03049 2 03/28/01 00
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2FETTERSTEP O 04/01/31
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NORCO CA 92860 1 03/20/01 00
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96031233 O 04/01/31
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WALNUT CREEK CA 94598 5 04/11/01 00
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GOLETA CA 93117 1 04/02/01 00
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SAN JOSE CA 95133 1 04/03/01 00
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7333011300 O 05/01/31
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10004009 O 05/01/31
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4501450 950/G01 F 442,450.00 ZZ
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GILROY CA 95020 1 03/24/01 00
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WESTFORD MA 01886 2 04/17/01 00
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WARWICK NY 10990 1 04/06/01 00
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MENDOCINO CA 95460 2 03/27/01 00
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FULLERTON CA 92835 2 03/29/01 00
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112293 O 04/01/31
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HALF MOON BAY CA 94019 5 03/27/01 00
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DENVER CO 80210 5 04/09/01 00
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BEND OR 97701 1 03/27/01 00
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115883 O 04/01/31
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HAVERFORD PA 19041 1 02/28/01 00
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685050031 O 03/01/31
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POINT XXXXX STA CA 94956 2 04/02/01 00
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2000077 O 05/01/31
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CHARLOTTE NC 28203 5 04/06/01 00
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11911161 O 05/01/31
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4512282 F97/F97 F 508,000.00 ZZ
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CHICAGO IL 60647 1 03/22/01 00
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8000073722 O 04/01/31
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4512444 E33/G01 F 300,000.00 ZZ
360 299,760.09 1
7.125 2,021.16 66
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LAKE FOREST IL 60045 2 03/14/01 00
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1 O 04/01/31
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ARLINGTON VA 22207 1 03/30/01 00
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TRABUCO CANYON CA 92679 1 04/04/01 00
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LOS ALAMITOS CA 90720 5 03/14/01 00
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DENVER CO 80219 2 03/28/01 00
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SIMI VALLEY CA 93065 1 03/27/01 00
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SAN ANSELMO CA 94960 2 02/03/01 00
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ALAMEDA CA 94501 2 02/28/01 00
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ORANGE CA 92869 5 04/05/01 00
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LAGUNA BEACH CA 92651 2 03/27/01 00
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DESOTO TX 75115 1 04/03/01 00
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BELMONT CA 94002 2 03/29/01 00
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COSTA MESA CA 92626 2 03/23/01 00
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CLAYTON CA 94517 1 04/02/01 00
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20510117 O 05/01/31
0
4649876 B60/G01 F 396,000.00 ZZ
360 396,000.00 1
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SAN CLEMENTE CA 92672 1 04/12/01 00
0432751873 03 06/01/01 0
1
320712 O 05/01/31
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4650722 N47/G01 F 295,000.00 ZZ
360 294,764.09 1
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6.875 1,987.47
SUNNYVALE CA 94089 5 03/27/01 00
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20310109 O 04/01/31
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4651090 168/168 F 510,000.00 ZZ
360 509,221.48 1
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SAN CARLOS CA 94070 1 02/16/01 00
0439602157 05 04/01/01 0
0439602157 O 03/01/31
0
4651269 168/168 F 443,750.00 ZZ
360 443,072.61 1
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NEWARK CA 94560 1 02/21/01 00
0439598117 05 04/01/01 0
0439598117 O 03/01/31
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4652040 168/168 F 600,000.00 ZZ
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BROOKLYN NY 11219 1 03/06/01 00
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4652241 N47/G01 F 440,000.00 ZZ
360 440,000.00 1
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SAN JOSE CA 95135 1 04/02/01 00
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20310184 O 05/01/31
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1
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360 296,000.00 1
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EXETER CA 93221 2 04/09/01 00
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0
4654566 E22/G01 F 310,000.00 ZZ
360 310,000.00 1
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6.750 2,062.44
PACIFICA CA 94044 2 04/10/01 00
0412500936 05 06/01/01 0
0412500936 O 05/01/31
0
4654579 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
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TRABUCO CANYON CA 92679 1 04/10/01 00
0412506081 03 06/01/01 0
0412506081 O 05/01/31
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4654591 E22/G01 F 399,950.00 ZZ
360 399,950.00 1
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SAN JOSE CA 95111 5 04/03/01 00
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4654617 E22/G01 F 368,000.00 ZZ
360 368,000.00 1
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CHINO HILLS CA 91709 2 04/09/01 00
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0412543464 O 05/01/31
0
4654620 E22/G01 F 496,000.00 ZZ
360 496,000.00 1
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DARNESTOWN MD 20878 2 04/12/01 00
0412543944 03 06/01/01 0
0412543944 O 05/01/31
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4654627 E22/G01 F 399,000.00 ZZ
360 399,000.00 1
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DALLAS TX 75225 5 04/11/01 00
0412554131 05 06/01/01 0
0412554131 O 05/01/31
0
4655167 168/168 F 329,400.00 ZZ
360 328,484.27 1
7.875 2,388.38 90
7.625 2,388.38
SAN FRANCISCO CA 94112 1 12/15/00 14
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0439569702 O 01/01/31
0
4655241 168/168 F 410,400.00 ZZ
360 409,315.20 1
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7.875 3,047.21
FREMONT CA 94536 1 12/06/00 00
0439570166 03 02/01/01 0
0439570166 O 01/01/31
0
4655256 168/168 F 406,000.00 ZZ
360 405,112.84 1
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SAN FRANCISCO CA 94134 5 01/18/01 00
0439552273 05 03/01/01 0
0439552273 O 02/01/31
0
4655910 253/253 F 324,000.00 ZZ
360 324,000.00 1
6.875 2,128.45 80
6.625 2,128.45
FALLS CHURCH VA 22043 1 04/10/01 00
964497 05 06/01/01 0
964497 O 05/01/31
0
1
4656052 B65/G01 F 633,000.00 ZZ
360 633,000.00 1
7.250 4,318.18 75
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DUBLIN OH 43017 2 04/11/01 00
0432747301 05 06/01/01 0
0451681 O 05/01/31
0
4656074 168/168 F 400,000.00 ZZ
360 398,942.69 2
8.125 2,969.99 80
7.875 2,969.99
WHITESTONE NY 11357 1 12/04/00 00
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0249661136 O 01/01/31
0
4656258 168/168 F 337,500.00 ZZ
360 336,743.87 1
7.500 2,359.85 75
7.250 2,359.85
SAN JOSE CA 95121 1 01/10/01 00
0439571090 05 03/01/01 0
0439571090 O 02/01/31
0
4656486 168/168 F 340,000.00 ZZ
360 339,311.03 1
8.000 2,494.80 80
7.750 2,494.80
PACIFICA CA 94044 1 01/24/01 00
0439573572 05 03/01/01 0
0439573572 O 02/01/31
0
4656490 168/168 F 498,400.00 ZZ
360 497,255.28 1
7.375 3,442.32 80
7.125 3,442.32
SAN CLEMENTE CA 92672 1 01/23/01 00
0439548993 03 03/01/01 0
0439548993 O 02/01/31
0
4656599 168/168 F 350,200.00 ZZ
360 349,415.42 1
1
7.500 2,448.65 80
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WHITE PLAINS NY 10605 1 02/01/01 00
0189697504 05 03/01/01 0
0189697504 O 02/01/31
0
4657296 N47/G01 F 345,000.00 ZZ
360 344,730.87 1
7.250 2,353.51 42
7.000 2,353.51
SALINAS CA 93907 2 03/26/01 00
0432746188 05 05/01/01 0
20110592 O 04/01/31
0
4657695 026/G01 F 310,000.00 ZZ
360 310,000.00 1
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ATLANTA GA 30345 1 04/06/01 00
0432770964 03 06/01/01 0
0201085631 O 05/01/31
0
4657861 168/168 F 392,000.00 ZZ
360 391,709.08 1
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7.250 2,740.92
MILPITAS CA 95035 2 03/05/01 00
0439575273 05 05/01/01 0
0439575273 O 04/01/31
0
4657963 168/168 F 300,000.00 ZZ
360 299,542.04 1
7.375 2,072.03 75
7.125 2,072.03
PLEASANT HILL CA 94523 1 02/07/01 00
0439582032 03 04/01/01 0
0439582032 O 03/01/31
0
4658577 E44/G01 F 308,200.00 ZZ
360 308,200.00 1
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AMERICAN FORK UT 84003 2 04/20/01 00
0432753572 03 06/01/01 0
1
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0
4658650 168/168 F 283,800.00 ZZ
360 282,859.11 1
8.125 2,107.21 79
7.875 2,107.21
SAN DIMAS CA 91773 2 11/09/00 00
0439565243 03 01/01/01 0
0439565243 O 12/01/30
0
4658897 168/168 F 429,300.00 ZZ
360 428,385.13 1
7.750 3,075.56 80
7.500 3,075.56
HUNTINGTON BEAC CA 92648 2 01/16/01 00
0439573041 05 03/01/01 0
0439573041 O 02/01/31
0
4659157 F19/G01 F 650,000.00 ZZ
360 649,529.55 1
7.625 4,600.66 49
7.375 4,600.66
SANTA CRUZ CA 95060 1 03/20/01 00
0432769495 05 05/01/01 0
0043692508 O 04/01/31
0
4659354 168/168 F 458,000.00 ZZ
360 457,300.86 1
7.375 3,163.29 80
7.125 3,163.29
LOS ANGELES CA 90210 1 02/12/01 00
0439597471 05 04/01/01 0
0439597471 O 03/01/31
0
4659537 168/168 F 385,200.00 ZZ
360 384,611.98 1
7.375 2,660.48 80
7.125 2,660.48
LOS ANGELES CA 90291 1 02/01/01 00
0439596815 05 04/01/01 0
0439596815 O 03/01/31
0
1
4659705 168/168 F 455,000.00 ZZ
360 454,322.53 1
7.500 3,181.43 73
7.250 3,181.43
LOS GATOS CA 95030 2 02/14/01 00
0439590230 09 04/01/01 0
0439590230 O 03/01/31
0
4659905 168/168 F 355,550.00 ZZ
360 354,847.53 1
8.125 2,639.95 70
7.875 2,639.95
GLENDALE CA 91208 2 01/10/01 00
0439586976 03 03/01/01 0
0439586976 O 02/01/31
0
4660241 286/286 F 425,000.00 ZZ
360 424,660.14 1
7.125 2,863.30 61
6.875 2,863.30
RALEIGH NC 27608 2 03/23/01 00
279432 05 05/01/01 0
279432 O 04/01/31
0
4660244 286/286 F 385,000.00 ZZ
360 384,692.12 1
7.125 2,593.82 80
6.875 2,593.82
PHOENIX AZ 85016 1 03/22/01 00
282648 03 05/01/01 0
282648 O 04/01/31
0
4660247 286/286 F 939,500.00 ZZ
360 938,785.11 1
7.375 6,488.90 69
7.125 6,488.90
BETHESDA MD 20817 2 03/19/01 00
9650694 05 05/01/01 0
9650694 O 04/01/31
0
4660254 286/286 F 463,200.00 ZZ
360 462,838.66 1
7.250 3,159.85 80
7.000 3,159.85
1
LAFAYETTE CO 80026 1 03/16/01 00
230776 03 05/01/01 0
230776 O 04/01/31
0
4660258 286/286 F 431,650.00 ZZ
360 431,329.65 1
7.500 3,018.16 67
7.250 3,018.16
COLLEGE STATION TX 77845 2 03/20/01 00
27980 05 05/01/01 0
27980 O 04/01/31
0
4660259 286/286 F 345,000.00 ZZ
360 344,730.87 1
7.250 2,353.51 80
7.000 2,353.51
CHARDON OH 44024 2 03/23/01 00
301386 05 05/01/01 0
301386 O 04/01/31
0
4660291 286/286 F 464,700.00 ZZ
360 464,355.13 1
7.500 3,249.25 75
7.250 3,249.25
RIVERSIDE IL 60546 2 03/21/01 00
279950 05 05/01/01 0
279950 O 04/01/31
0
4660295 286/286 F 350,000.00 ZZ
240 349,367.92 1
7.500 2,819.58 80
7.250 2,819.58
FRANKFORT IL 60423 2 03/13/01 00
278527 05 05/01/01 0
278527 O 04/01/21
0
4660296 286/286 F 370,000.00 ZZ
360 369,711.36 1
7.250 2,524.06 78
7.000 2,524.06
NEEDHAM MA 02494 2 03/22/01 00
257526 05 05/01/01 0
257526 O 04/01/31
0
1
4660298 286/286 F 564,000.00 ZZ
360 563,548.97 1
7.125 3,799.78 80
6.875 3,799.78
BERKELEY CA 94707 2 03/21/01 00
214285 05 05/01/01 0
214285 O 04/01/31
0
4660303 286/286 F 61,400.00 T
360 61,358.80 1
8.000 450.53 75
7.750 450.53
MESA AZ 85208 1 03/14/01 00
278802 01 05/01/01 0
278802 O 04/01/31
0
4660307 286/286 F 285,100.00 ZZ
360 284,877.59 1
7.250 1,944.89 95
7.000 1,944.89
SHADY SHORE TX 76208 1 03/20/01 12
295861 05 05/01/01 30
295861 O 04/01/31
0
4660308 286/286 F 962,500.00 ZZ
360 961,785.68 1
7.500 6,729.95 63
7.250 6,729.95
POTOMAC MD 20854 2 03/21/01 00
302340 05 05/01/01 0
302340 O 04/01/31
0
4660309 286/286 F 377,304.00 ZZ
360 377,002.27 1
7.125 2,541.97 80
6.875 2,541.97
ASHBURN VA 20147 1 03/15/01 00
302908 03 05/01/01 0
302908 O 04/01/31
0
4660312 286/286 F 290,000.00 ZZ
360 289,779.33 1
1
7.375 2,002.96 84
7.125 2,002.96
TUSTIN CA 92780 2 03/26/01 12
251842 05 05/01/01 12
251842 O 04/01/31
0
4660313 286/286 F 320,000.00 T
360 319,558.09 1
7.875 2,320.23 80
7.625 2,320.23
OVERGAARD AZ 85933 1 02/28/01 00
189068 03 04/01/01 0
189068 O 03/01/31
0
4660315 286/286 F 424,000.00 ZZ
360 423,677.37 1
7.375 2,928.46 80
7.125 2,928.46
GOLDEN CO 80401 1 03/20/01 00
230854 05 05/01/01 0
230854 O 04/01/31
0
4660316 286/286 F 367,500.00 T
360 367,227.26 1
7.500 2,569.62 62
7.250 2,569.62
SUNRIVER OR 97707 2 03/16/01 00
266580 03 05/01/01 0
266580 O 04/01/31
0
4660317 286/286 F 302,000.00 ZZ
360 301,775.87 1
7.500 2,111.63 65
7.250 2,111.63
PHOENIX AZ 85020 2 03/08/01 00
229597 05 05/01/01 0
229597 O 04/01/31
0
4660320 286/286 F 485,000.00 ZZ
360 484,640.06 1
7.500 3,391.19 70
7.250 3,391.19
TUCSON AZ 85718 1 03/14/01 00
280367 05 05/01/01 0
1
280367 O 04/01/31
0
4660322 286/286 F 340,000.00 ZZ
360 339,728.10 1
7.125 2,290.65 80
6.875 2,290.65
WOODBRIDGE VA 22193 2 03/16/01 00
298465 05 05/01/01 0
298465 O 04/01/31
0
4660323 286/286 F 302,000.00 ZZ
360 301,775.87 1
7.500 2,111.63 80
7.250 2,111.63
BLOOMINGTON IL 61704 1 03/22/01 00
302151 05 05/01/01 0
302151 O 04/01/31
0
4660324 286/286 F 316,800.00 ZZ
360 316,570.70 1
7.625 2,242.30 80
7.375 2,242.30
ARLINGTON VA 22207 2 03/15/01 00
290910 05 05/01/01 0
290910 O 04/01/31
0
4660326 286/286 F 320,000.00 ZZ
360 319,744.10 1
7.125 2,155.90 72
6.875 2,155.90
BREWSTER NY 10509 5 03/15/01 00
288040 05 05/01/01 0
288040 O 04/01/31
0
4660327 286/286 F 395,000.00 ZZ
360 394,714.11 1
7.625 2,795.79 67
7.375 2,795.79
BOULDER CO 80304 5 03/15/01 00
278964 05 05/01/01 0
278964 O 04/01/31
0
1
4660331 286/286 F 336,000.00 ZZ
360 335,499.70 1
7.500 2,349.36 80
7.250 2,349.36
TUCSON AZ 85730 1 03/01/01 00
9989602 03 04/01/01 0
9989602 O 03/01/31
0
4660332 286/286 F 583,000.00 ZZ
360 582,556.38 1
7.375 4,026.64 74
7.125 4,026.64
GREAT FALLS VA 22066 2 03/16/01 00
214404 05 05/01/01 0
214404 O 04/01/31
0
4660336 286/286 F 298,000.00 ZZ
348 297,770.76 1
7.750 2,153.82 75
7.500 2,153.82
OAKPARK IL 60302 2 03/23/01 00
301653 05 05/01/01 0
301653 O 04/01/30
0
4660339 286/286 F 322,500.00 ZZ
360 322,248.42 1
7.250 2,200.02 75
7.000 2,200.02
LAS VEGAS NV 89113 1 03/21/01 00
308812 03 05/01/01 0
308812 O 04/01/31
0
4660341 286/286 F 650,000.00 ZZ
360 649,517.60 1
7.500 4,544.90 77
7.250 4,544.90
WILMETTE IL 60091 1 03/19/01 00
275434 05 05/01/01 0
275434 O 04/01/31
0
4660342 286/286 F 287,000.00 ZZ
360 286,776.11 1
7.250 1,957.85 71
7.000 1,957.85
1
DACULA GA 30019 5 03/16/01 00
9982071 05 05/01/01 0
9982071 O 04/01/31
0
4660344 286/286 F 431,000.00 ZZ
360 430,663.78 1
7.250 2,940.18 37
7.000 2,940.18
LAFAYETTE CO 80026 5 03/15/01 00
279482 05 05/01/01 0
279482 O 04/01/31
0
4660349 286/286 F 1,000,000.00 ZZ
360 998,547.86 1
7.625 7,077.94 67
7.375 7,077.94
POTOMAC MD 20854 2 02/26/01 00
67911 05 04/01/01 0
67911 O 03/01/31
0
4660353 286/286 F 210,400.00 ZZ
360 210,243.85 1
7.500 1,471.15 80
7.250 1,471.15
AURORA CO 80015 1 03/15/01 00
279117 03 05/01/01 0
279117 O 04/01/31
0
4660354 286/286 F 365,200.00 ZZ
360 364,935.67 1
7.625 2,584.87 80
7.375 2,584.87
CAMBRIDGE MA 02140 1 03/15/01 00
231899 01 05/01/01 0
231899 O 04/01/31
0
4660361 286/286 F 429,000.00 ZZ
360 428,681.61 1
7.500 2,999.64 70
7.250 2,999.64
ST LOUIS MO 63131 5 03/16/01 00
272002 05 05/01/01 0
272002 O 04/01/31
0
1
4660362 286/286 F 470,000.00 ZZ
360 469,633.35 1
7.250 3,206.23 57
7.000 3,206.23
BLOOMFIELD HILL MI 48302 2 03/21/01 00
276688 05 05/01/01 0
276688 O 04/01/31
0
4660364 286/286 F 304,000.00 ZZ
360 303,547.35 1
7.500 2,125.62 80
7.250 2,125.62
HEBRON KY 41048 1 02/28/01 00
230281 05 04/01/01 0
230281 O 03/01/31
0
4660366 286/286 F 336,000.00 ZZ
360 335,737.88 1
7.250 2,292.12 80
7.000 2,292.12
CHICAGO IL 60657 1 03/22/01 00
272954 01 05/01/01 0
272954 O 04/01/31
0
4660367 286/286 F 337,000.00 ZZ
360 336,743.57 1
7.375 2,327.58 70
7.125 2,327.58
SOUTH BARRINGTO IL 60010 2 03/21/01 00
259496 05 05/01/01 0
259496 O 04/01/31
0
4660370 286/286 F 305,000.00 ZZ
360 304,767.92 1
7.375 2,106.56 68
7.125 2,106.56
FLUSHING NY 11354 1 03/21/01 00
288089 05 05/01/01 0
288089 O 04/01/31
0
4660373 286/286 F 168,000.00 ZZ
360 167,872.16 1
1
7.375 1,160.34 68
7.125 1,160.34
PHOENIX AZ 85020 2 03/23/01 00
312291 01 05/01/01 0
312291 O 04/01/31
0
4660376 286/286 F 415,000.00 ZZ
360 414,692.00 1
7.500 2,901.75 76
7.250 2,901.75
OAK PARK IL 60302 2 03/22/01 00
280505 05 05/01/01 0
280505 O 04/01/31
0
4660381 286/286 F 376,000.00 ZZ
360 375,699.31 1
7.125 2,533.19 80
6.875 2,533.19
VIENNA VA 22182 1 03/23/01 00
68049 03 05/01/01 0
68049 O 04/01/31
0
4660386 286/286 F 500,000.00 ZZ
360 499,672.93 1
8.125 3,712.49 46
7.875 3,712.49
LAS VEGAS NV 89109 5 03/12/01 00
224146 03 05/01/01 0
224146 O 04/01/31
0
4660388 286/286 F 320,000.00 ZZ
360 319,750.36 1
7.250 2,182.97 80
7.000 2,182.97
WASHINGTON DC 20015 2 03/15/01 00
265605 05 05/01/01 0
265605 O 04/01/31
0
4660389 286/286 F 350,000.00 ZZ
360 349,726.96 1
7.250 2,387.62 76
7.000 2,387.62
CHICAGO IL 60614 2 03/23/01 00
279970 01 05/01/01 0
1
279970 O 04/01/31
0
4660390 286/286 F 344,000.00 ZZ
360 343,731.64 1
7.250 2,346.69 80
7.000 2,346.69
NEWARK CA 94560 5 03/09/01 00
9807780 05 05/01/01 0
9807780 O 04/01/31
0
4660392 286/286 F 375,000.00 ZZ
360 374,721.70 1
7.500 2,622.05 37
7.250 2,622.05
PARADISE VALLEY AZ 85253 2 03/08/01 00
9808263 05 05/01/01 0
9808263 O 04/01/31
0
4660393 286/286 F 276,000.00 ZZ
360 275,810.06 3
7.875 2,001.19 80
7.625 2,001.19
SAN LEANDRO CA 94578 1 03/07/01 00
9783930 05 05/01/01 0
9783930 O 04/01/31
0
4660394 286/286 F 365,500.00 ZZ
360 365,207.72 1
7.125 2,462.44 74
6.875 2,462.44
MERCER ISLAND WA 98040 2 03/19/01 00
9817840 05 05/01/01 0
9817840 O 04/01/31
0
4660398 286/286 F 310,000.00 ZZ
360 309,769.94 1
7.500 2,167.56 68
7.250 2,167.56
FREMONT CA 94536 2 03/08/01 00
9802276 05 05/01/01 0
9802276 O 04/01/31
0
1
4660403 286/286 F 323,000.00 ZZ
360 322,766.23 1
7.625 2,286.17 53
7.375 2,286.17
PLEASANTON CA 94566 2 03/09/01 00
9814616 05 05/01/01 0
9814616 O 04/01/31
0
4660409 286/286 F 525,000.00 ZZ
360 524,600.52 1
7.375 3,626.04 70
7.125 3,626.04
AUBURN CA 95602 2 03/01/01 00
9797254 05 05/01/01 0
9797254 O 04/01/31
0
4660432 286/286 F 400,000.00 ZZ
360 399,687.96 1
7.250 2,728.71 80
7.000 2,728.71
SAN JOSE CA 95116 2 03/06/01 00
9803135 05 05/01/01 0
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SAN DIEGO CA 92128 1 03/14/01 00
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BELMONT CA 94002 1 03/02/01 00
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COLUMBUS IN 47201 1 03/29/01 00
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MEDFORD OR 97504 1 03/26/01 00
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RALEIGH NC 27614 2 03/28/01 00
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ARLINGTON VA 22209 1 03/26/01 00
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CHANDLER AZ 85248 1 03/08/01 00
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MCLEAN VA 22101 2 03/29/01 00
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BURKE VA 22015 2 03/26/01 00
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IRVINE CA 92602 1 03/14/01 00
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FARMINGTON MI 48341 2 03/26/01 00
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TUCSON AZ 85745 2 03/23/01 00
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VIENNA VA 22182 1 03/29/01 00
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GERMANTOWN MD 20876 2 03/27/01 00
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309681 O 04/01/30
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4667712 286/286 F 450,000.00 ZZ
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WILMINGTON NC 28409 2 03/28/01 00
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APEX NC 27502 1 03/28/01 12
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TINLEY PARK IL 60477 2 03/30/01 00
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4667715 286/286 F 350,000.00 ZZ
360 349,726.96 1
7.250 2,387.62 70
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CHELSEA MI 48118 2 03/26/01 00
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4667716 286/286 F 329,450.00 ZZ
360 329,179.95 1
7.000 2,191.84 80
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281697 05 05/01/01 0
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4667719 286/286 F 288,000.00 ZZ
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7.500 2,013.74 89
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BRISTOW VA 20136 2 03/26/01 11
311183 03 05/01/01 25
311183 O 04/01/31
0
4667720 286/286 F 401,000.00 ZZ
360 400,687.18 1
7.250 2,735.53 79
7.000 2,735.53
ANTIOCH CA 94509 2 03/12/01 00
291410 05 05/01/01 0
291410 O 04/01/31
0
4667722 286/286 F 294,950.00 ZZ
360 294,736.52 1
7.625 2,087.64 80
7.375 2,087.64
BOWIE MD 20720 1 03/29/01 00
295724 05 05/01/01 0
295724 O 04/01/31
0
4667723 286/286 F 353,000.00 ZZ
360 352,738.02 1
7.500 2,468.23 73
7.250 2,468.23
BETHESDA MD 20817 2 03/27/01 00
280477 05 05/01/01 0
280477 O 04/01/31
0
4667724 286/286 F 540,000.00 ZZ
360 539,578.74 1
1
7.250 3,683.76 80
7.000 3,683.76
SANDUSKY OH 44870 1 03/29/01 00
307361 05 05/01/01 0
307361 O 04/01/31
0
4667725 286/286 F 336,000.00 ZZ
360 335,737.88 1
7.250 2,292.12 80
7.000 2,292.12
GAINSVILLE VA 20155 2 03/29/01 00
325328 05 05/01/01 0
325328 O 04/01/31
0
4667726 286/286 F 460,000.00 ZZ
360 459,675.33 1
7.750 3,295.50 80
7.500 3,295.50
LONGBEACH CA 90803 1 03/22/01 00
231880 03 05/01/01 0
231880 O 04/01/31
0
4667727 286/286 F 360,000.00 ZZ
360 359,732.82 1
7.500 2,517.18 80
7.250 2,517.18
FAIRFAX VA 22031 1 03/29/01 00
301354 03 05/01/01 0
301354 O 04/01/31
0
4667728 286/286 F 262,500.00 T
360 262,300.26 1
7.375 1,813.03 75
7.125 1,813.03
SUPERIOR CO 80027 2 03/26/01 00
282053 03 05/01/01 0
282053 O 04/01/31
0
4667730 286/286 F 171,200.00 ZZ
360 171,069.73 1
7.375 1,182.44 80
7.125 1,182.44
LITTLETON CO 80121 1 03/28/01 00
327823 05 05/01/01 0
1
327823 O 04/01/31
0
4667732 286/286 F 473,000.00 ZZ
360 472,631.01 1
7.250 3,226.70 74
7.000 3,226.70
CASTLE ROCK CO 80104 2 03/29/01 00
230713 03 05/01/01 0
230713 O 04/01/31
0
4667734 286/286 F 136,200.00 ZZ
360 135,997.21 1
7.500 952.33 69
7.250 952.33
ALTANTA GA 30305 5 03/02/01 00
244598 05 04/01/01 0
244598 O 03/01/31
0
4667735 286/286 F 396,000.00 ZZ
360 395,706.11 1
7.500 2,768.89 80
7.250 2,768.89
YORBA LINDA CA 92887 1 03/29/01 00
280830 05 05/01/01 0
280830 O 04/01/31
0
4667738 286/286 F 355,200.00 ZZ
360 354,942.91 1
7.625 2,514.09 80
7.375 2,514.09
MYERSVILLE MD 21773 1 03/28/01 00
299849 05 05/01/01 0
299849 O 04/01/31
0
4667739 286/286 F 368,400.00 ZZ
360 368,112.61 1
7.250 2,513.14 80
7.000 2,513.14
ATLANTA GA 30342 1 03/28/01 00
232454 05 05/01/01 0
232454 O 04/01/31
0
1
4667740 286/286 F 375,000.00 ZZ
360 374,700.11 1
7.125 2,526.45 78
6.875 2,526.45
COSTA MESA CA 92626 5 03/23/01 00
265899 05 05/01/01 0
265899 O 04/01/31
0
4667741 286/286 F 386,000.00 ZZ
360 385,698.87 1
7.250 2,633.21 79
7.000 2,633.21
BOONTON NJ 07005 1 03/28/01 00
262825 05 05/01/01 0
262825 O 04/01/31
0
4667742 286/286 F 375,000.00 ZZ
360 374,427.56 1
7.375 2,590.03 69
7.125 2,590.03
SCOTTSDALE AZ 85259 1 03/01/01 00
48029 03 04/01/01 0
48029 O 03/01/31
0
4667743 286/286 F 320,000.00 ZZ
360 319,737.70 1
7.000 2,128.97 74
6.750 2,128.97
BROADVIEW HEIGH OH 44147 2 03/26/01 00
289969 05 05/01/01 0
289969 O 04/01/31
0
4667744 286/286 F 469,000.00 ZZ
360 468,643.13 1
7.375 3,239.27 65
7.125 3,239.27
MAHWAH NJ 07430 2 03/27/01 00
58254 05 05/01/01 0
58254 O 04/01/31
0
4667745 286/286 F 495,000.00 ZZ
360 494,613.85 1
7.250 3,376.78 74
7.000 3,376.78
1
MILTON MA 02186 2 03/26/01 00
334943 05 05/01/01 0
334943 O 04/01/31
0
4667746 286/286 F 400,000.00 ZZ
360 399,710.49 1
7.625 2,831.18 78
7.375 2,831.18
PHOENIX AZ 85018 1 03/28/01 00
279434 05 05/01/01 0
279434 O 04/01/31
0
4667747 286/286 F 425,000.00 ZZ
360 424,684.59 1
7.500 2,971.66 61
7.250 2,971.66
BOULDER CO 80303 5 03/22/01 00
281566 05 05/01/01 0
281566 O 04/01/31
0
4667748 286/286 F 299,999.93 ZZ
360 299,553.26 1
7.500 2,097.64 94
7.250 2,097.64
MESA AZ 85213 1 03/01/01 11
9631187 05 04/01/01 30
9631187 O 03/01/31
0
4667749 286/286 F 400,000.00 ZZ
360 399,695.63 1
7.375 2,762.70 40
7.125 2,762.70
LITTLETON CO 80121 5 03/23/01 00
231948 05 05/01/01 0
231948 O 04/01/31
0
4667750 286/286 F 454,000.00 ZZ
360 453,654.54 1
7.375 3,135.67 53
7.125 3,135.67
CONIFER CO 80433 2 03/27/01 00
301442 05 05/01/01 0
301442 O 04/01/31
0
1
4667752 286/286 F 375,000.00 ZZ
360 374,700.11 1
7.125 2,526.45 50
6.875 2,526.45
WASHINGTON DC 20007 5 03/26/01 00
325188 05 05/01/01 0
325188 O 04/01/31
0
4667753 286/286 F 328,000.00 ZZ
360 327,737.70 1
7.125 2,209.80 80
6.875 2,209.80
CULVER CITY CA 90232 1 03/22/01 00
289791 05 05/01/01 0
289791 O 04/01/31
0
4667754 286/286 F 315,900.00 ZZ
360 315,665.56 1
7.500 2,208.82 58
7.250 2,208.82
SEVERNA PARK MD 21146 2 03/27/01 00
294267 05 05/01/01 0
294267 O 04/01/31
0
4667755 286/286 F 356,400.00 ZZ
360 356,128.80 1
7.375 2,461.57 76
7.125 2,461.57
XXXXXXXX CA 94553 2 03/23/01 00
296065 05 05/01/01 0
296065 O 04/01/31
0
4667758 286/286 F 95,000.00 ZZ
360 94,918.21 1
6.750 616.17 38
6.500 616.17
DUXBURY MA 02332 5 03/27/01 00
289771 05 05/01/01 0
289771 O 04/01/31
0
4667761 286/286 F 357,700.00 ZZ
360 357,406.79 1
1
7.000 2,379.79 80
6.750 2,379.79
WAKE FOREST NC 27587 1 03/28/01 00
333090 05 05/01/01 0
333090 O 04/01/31
0
4667762 286/286 F 506,400.00 ZZ
360 505,963.99 1
6.750 3,284.51 80
6.500 3,284.51
BUNKER HILL VIL TX 77024 1 03/26/01 00
334516 03 05/01/01 0
334516 O 04/01/31
0
4667763 286/286 F 445,000.00 ZZ
360 444,661.40 1
7.375 3,073.50 61
7.125 3,073.50
BAYSIDE WI 53217 2 03/27/01 00
278011 05 05/01/01 0
278011 O 04/01/31
0
4667764 286/286 F 356,000.00 ZZ
360 355,715.31 1
7.125 2,398.44 80
6.875 2,398.44
FORT WORTH TX 76179 2 03/27/01 00
9578963 03 05/01/01 0
9578963 O 04/01/31
0
4667778 286/286 F 1,000,000.00 ZZ
360 999,362.33 1
8.250 7,512.67 56
8.000 7,512.67
SCOTTSDALE AZ 85255 2 03/29/01 00
95955 05 05/01/01 0
95955 O 04/01/31
0
4667781 286/286 F 275,000.00 ZZ
360 274,824.64 1
8.250 2,065.99 64
8.000 2,065.99
CHANTILLY VA 20151 5 03/26/01 00
255129 03 05/01/01 0
1
255129 O 04/01/31
0
4667782 286/286 F 399,000.00 ZZ
360 398,656.47 1
6.750 2,587.91 67
6.500 2,587.91
IRVINE CA 92612 1 03/28/01 00
309164 03 05/01/01 0
309164 O 04/01/31
0
4667783 286/286 F 368,000.00 ZZ
360 367,712.92 1
7.250 2,510.41 80
7.000 2,510.41
FOUNTAIN HILLS AZ 85268 1 03/27/01 00
328044 05 05/01/01 0
328044 O 04/01/31
0
4667800 286/286 F 615,000.00 ZZ
360 614,543.58 1
7.500 4,300.17 66
7.250 4,300.17
HOUSTON TX 77024 2 03/26/01 00
279615 05 05/01/01 0
279615 O 04/01/31
0
4667801 286/286 F 332,000.00 ZZ
360 331,734.50 1
7.125 2,236.75 80
6.875 2,236.75
PLANO TX 75024 2 03/26/01 00
299239 03 05/01/01 0
299239 O 04/01/31
0
4667803 286/286 F 600,000.00 ZZ
360 599,520.18 1
7.125 4,042.32 74
6.875 4,042.32
BEAUFORT SC 29902 2 03/27/01 00
279166 03 05/01/01 0
279166 O 04/01/31
0
1
4667804 286/286 F 650,000.00 ZZ
360 649,480.21 1
7.125 4,379.17 80
6.875 4,379.17
LADERA RANCH CA 92694 1 03/23/01 00
99524 03 05/01/01 0
99524 O 04/01/31
0
4667805 286/286 F 418,000.00 T
360 417,704.97 1
7.750 2,994.61 55
7.500 2,994.61
FOX LAKE IL 60020 2 03/29/01 00
302052 05 05/01/01 0
302052 O 04/01/31
0
4667808 286/286 F 456,000.00 ZZ
360 455,653.02 1
7.375 3,149.48 65
7.125 3,149.48
DAYTON OH 45458 2 03/27/01 00
324157 05 05/01/01 0
324157 O 04/01/31
0
4667809 286/286 F 155,000.00 T
360 154,884.96 1
7.500 1,083.79 60
7.250 1,083.79
FOUNTAIN HILLS AZ 85268 1 03/28/01 00
312396 05 05/01/01 0
312396 O 04/01/31
0
4667810 286/286 F 320,000.00 ZZ
360 319,762.51 1
7.500 2,237.49 76
7.250 2,237.49
WASHINGTON DC 20007 2 03/27/01 00
279831 05 05/01/01 0
279831 O 04/01/31
0
4667811 286/286 F 344,700.00 ZZ
360 344,431.09 1
7.250 2,351.47 78
7.000 2,351.47
1
WASHINGTON DC 20015 2 03/28/01 00
306564 05 05/01/01 0
306564 O 04/01/31
0
4667812 286/286 F 349,580.00 ZZ
360 349,307.29 1
7.250 2,384.76 75
7.000 2,384.76
CHESTERFIELD MO 63005 2 03/28/01 00
301969 05 05/01/01 0
301969 O 04/01/31
0
4667813 286/286 F 600,000.00 ZZ
360 599,543.45 1
7.375 4,144.06 37
7.125 4,144.06
SCOTTSDALE AZ 85255 1 03/26/01 00
281700 03 05/01/01 0
281700 O 04/01/31
0
4667814 286/286 F 450,000.00 ZZ
360 449,640.14 1
7.125 3,031.74 79
6.875 3,031.74
CAREFREE AZ 85377 1 03/22/01 00
274020 03 05/01/01 0
274020 O 04/01/31
0
4667815 286/286 F 300,000.00 ZZ
360 299,760.09 1
7.125 2,021.16 80
6.875 2,021.16
GRANADA HILLS CA 91344 1 03/16/01 00
240786 05 05/01/01 0
240786 O 04/01/31
0
4667817 286/286 F 513,000.00 ZZ
360 512,619.28 1
7.500 3,586.97 80
7.250 3,586.97
ST LOUIS MO 63112 2 03/26/01 00
280385 05 05/01/01 0
280385 O 04/01/31
0
1
4667818 286/286 F 345,000.00 ZZ
360 344,730.87 1
7.250 2,353.51 78
7.000 2,353.51
PARK RIDGE IL 60068 2 03/26/01 00
266185 05 05/01/01 0
266185 O 04/01/31
0
4667819 286/286 F 353,500.00 ZZ
360 353,224.23 1
7.250 2,411.50 79
7.000 2,411.50
LANCASTER OH 43130 2 03/29/01 00
306474 05 05/01/01 0
306474 O 04/01/31
0
4667820 286/286 F 208,000.00 ZZ
360 207,849.45 1
7.625 1,472.22 73
7.375 1,472.22
WESTON FL 33327 1 03/29/01 00
337576 05 05/01/01 0
337576 O 04/01/31
0
4667822 286/286 F 411,350.00 ZZ
360 411,037.00 1
7.375 2,841.09 80
7.125 2,841.09
HOLLISTER CA 95023 1 03/21/01 00
9815534 05 05/01/01 0
9815534 O 04/01/31
0
4667823 286/286 F 230,000.00 ZZ
360 229,841.72 1
7.875 1,667.66 61
7.625 1,667.66
PALM DESERT CA 92211 1 03/23/01 00
9824847 01 05/01/01 0
9824847 O 04/01/31
0
4667824 286/286 F 395,200.00 ZZ
360 384,876.05 1
1
7.000 2,629.28 80
6.750 2,629.28
SUNNYVALE CA 94087 1 03/27/01 00
9829164 03 05/01/01 0
9829164 O 04/01/31
0
4667825 286/286 F 650,000.00 ZZ
360 649,529.55 1
7.625 4,600.66 40
7.375 4,600.66
ALAMO CA 94507 2 03/21/01 00
9815265 05 05/01/01 0
9815265 O 04/01/31
0
4667826 286/286 F 466,000.00 ZZ
360 465,654.16 1
7.500 3,258.34 80
7.250 3,258.34
FREMONT CA 94539 1 03/29/01 00
9812408 05 05/01/01 0
9812408 O 04/01/31
0
4667827 286/286 F 422,000.00 ZZ
360 421,723.95 1
8.125 3,133.34 68
7.875 3,133.34
CONCORD CA 94521 2 03/16/01 00
9815263 03 05/01/01 0
9815263 O 04/01/31
0
4667828 286/286 F 328,000.00 ZZ
360 327,762.61 1
7.625 2,321.56 80
7.375 2,321.56
IRVINE CA 92620 1 03/20/01 00
9822162 05 05/01/01 0
9822162 O 04/01/31
0
4667830 286/286 F 650,000.00 ZZ
360 649,480.21 1
7.125 4,379.17 62
6.875 4,379.17
ALAMEDA CA 94501 2 03/15/01 00
9811390 05 05/01/01 0
1
9811390 O 04/01/31
0
4667831 286/286 F 225,000.00 ZZ
240 224,581.03 1
7.250 1,778.35 75
7.000 1,778.35
ONTARIO CA 91761 2 03/20/01 00
9815859 05 05/01/01 0
9815859 O 04/01/21
0
4667833 286/286 F 300,000.00 ZZ
360 299,788.26 1
7.750 2,149.24 49
7.500 2,149.24
CARDIFF CA 92007 1 03/27/01 00
9826523 05 05/01/01 0
9826523 O 04/01/31
0
4667834 286/286 F 374,950.00 ZZ
360 374,635.00 1
6.875 2,463.15 75
6.625 2,463.15
LIVERMORE CA 94550 2 03/21/01 00
9813773 05 05/01/01 0
9813773 O 04/01/31
0
4667836 286/286 F 333,000.00 ZZ
360 332,746.61 1
7.375 2,299.95 90
7.125 2,299.95
NORTHRIDGE AREA CA 91325 1 03/14/01 01
9957719 05 05/01/01 30
9957719 O 04/01/31
0
4667837 286/286 F 339,000.00 ZZ
360 338,742.05 1
7.375 2,341.39 71
7.125 2,341.39
OCEANSIDE CA 92054 2 03/08/01 00
9811360 05 05/01/01 0
9811360 O 04/01/31
0
1
4667838 286/286 F 120,000.00 T
360 119,910.94 1
7.500 839.06 48
7.250 839.06
CARLSBAD CA 92009 2 03/19/01 00
9954156 01 05/01/01 0
9954156 O 04/01/31
0
4667840 286/286 F 312,200.00 ZZ
360 311,962.44 1
7.375 2,156.29 80
7.125 2,156.29
ANNAPOLIS MD 21401 1 03/27/01 00
9966396 03 05/01/01 0
9966396 O 04/01/31
0
4667842 286/286 F 399,900.00 ZZ
360 399,603.22 1
7.500 2,796.16 80
7.250 2,796.16
JERSEY CITY NJ 07302 1 03/16/01 00
9815337 08 05/01/01 0
9815337 O 04/01/31
0
4667872 286/286 F 367,450.00 ZZ
360 367,163.35 1
7.250 2,506.66 70
7.000 2,506.66
SAN DIEGO CA 92122 1 03/20/01 00
9952163 05 05/01/01 0
9952163 O 04/01/31
0
4667873 286/286 F 500,000.00 ZZ
360 499,619.54 1
7.375 3,453.38 68
7.125 3,453.38
SAN JOSE CA 95135 2 03/20/01 00
9820328 05 05/01/01 0
9820328 O 04/01/31
0
4667874 286/286 F 400,000.00 ZZ
360 399,703.14 1
7.500 2,796.86 71
7.250 2,796.86
1
OAK PARK CA 91377 2 03/12/01 00
9814424 05 05/01/01 0
9814424 O 04/01/31
0
4667875 286/286 F 290,400.00 ZZ
360 290,184.48 1
7.500 2,030.52 80
7.250 2,030.52
APTOS CA 95003 1 03/22/01 00
9822109 05 05/01/01 0
9822109 O 04/01/31
0
4667876 286/286 F 386,400.00 ZZ
360 386,134.08 1
7.875 2,801.67 80
7.625 2,801.67
MESA AZ 85205 2 03/22/01 00
9825495 05 05/01/01 0
9825495 O 04/01/31
0
4667878 286/286 F 446,000.00 ZZ
360 445,652.07 1
7.250 3,042.51 80
7.000 3,042.51
SAN DIEGO CA 92115 1 03/16/01 00
9818243 05 05/01/01 0
9818243 O 04/01/31
0
4667879 286/286 F 363,000.00 ZZ
360 362,716.83 1
7.250 2,476.30 79
7.000 2,476.30
CHINO HILLS CA 91709 1 03/22/01 00
9821948 03 05/01/01 0
9821948 O 04/01/31
0
4667880 286/286 F 558,000.00 ZZ
360 557,606.17 1
7.750 3,997.58 58
7.500 3,997.58
CARMEL VALLEY CA 93924 2 03/13/01 00
9819279 05 05/01/01 0
9819279 O 04/01/31
0
1
4667881 286/286 F 316,000.00 ZZ
360 315,771.29 1
7.625 2,236.63 71
7.375 2,236.63
KIRKLAND WA 98033 2 03/20/01 00
9817296 05 05/01/01 0
9817296 O 04/01/31
0
4667882 286/286 F 360,000.00 ZZ
360 359,719.17 1
7.250 2,455.83 63
7.000 2,455.83
ORANGEVALE CA 95662 2 03/21/01 00
9749588 05 05/01/01 0
9749588 O 04/01/31
0
4667884 286/286 F 350,000.00 ZZ
360 349,733.68 1
7.375 2,417.36 74
7.125 2,417.36
STOCKTON CA 95219 2 03/20/01 00
9824314 05 05/01/01 0
9824314 O 04/01/31
0
4667885 286/286 F 265,000.00 ZZ
360 264,808.20 1
7.625 1,875.65 70
7.375 1,875.65
CLAYTON CA 94517 1 03/29/01 00
9814460 03 05/01/01 0
9814460 O 04/01/31
0
4667886 286/286 F 476,000.00 ZZ
360 475,655.48 1
7.625 3,369.10 80
7.375 3,369.10
SAN JOSE CA 95128 1 03/28/01 00
9813451 05 05/01/01 0
9813451 O 04/01/31
0
4667895 286/286 F 390,000.00 ZZ
360 389,703.24 1
1
7.375 2,693.63 67
7.125 2,693.63
SANTA BARBARA CA 93111 2 03/19/01 00
9795162 05 05/01/01 0
9795162 O 04/01/31
0
4667902 286/286 F 379,000.00 ZZ
360 378,718.73 1
7.500 2,650.02 65
7.250 2,650.02
LA MESA CA 91941 2 03/23/01 00
9953900 05 05/01/01 0
9953900 O 04/01/31
0
4667903 286/286 F 349,950.00 ZZ
360 349,683.71 1
7.375 2,417.02 70
7.125 2,417.02
LIVERMORE CA 94550 2 03/16/01 00
9814954 05 05/01/01 0
9814954 O 04/01/31
0
4667904 286/286 F 335,000.00 ZZ
360 334,769.46 1
7.875 2,428.98 75
7.625 2,428.98
MILPITAS CA 95035 2 03/16/01 00
9816544 05 05/01/01 0
9816544 O 04/01/31
0
4667905 286/286 F 360,000.00 ZZ
360 359,726.07 1
7.375 2,486.43 79
7.125 2,486.43
YORBA LINDA CA 92886 2 03/22/01 00
9822633 05 05/01/01 0
9822633 O 04/01/31
0
4667906 286/286 F 450,000.00 ZZ
360 449,705.63 1
8.125 3,341.24 65
7.875 3,341.24
SAN JOSE CA 95126 2 03/22/01 00
9817042 05 05/01/01 0
1
9817042 O 04/01/31
0
4667907 286/286 F 300,000.00 ZZ
360 299,782.87 1
7.625 2,123.38 72
7.375 2,123.38
TRACY CA 95377 2 03/19/01 00
9815582 05 05/01/01 0
9815582 O 04/01/31
0
4667908 286/286 F 211,000.00 ZZ
360 210,839.45 1
7.375 1,457.32 59
7.125 1,457.32
NOVATO CA 94945 2 03/14/01 00
9813502 05 05/01/01 0
9813502 O 04/01/31
0
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LOS ANGELES CA 90004 1 03/26/01 00
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7.250 2,796.86
SAN FRANCISCO CA 94116 5 04/13/01 00
9829176 05 06/01/01 0
9829176 O 05/01/31
0
4765158 286/286 F 369,000.00 ZZ
360 368,712.14 1
7.250 2,517.24 80
7.000 2,517.24
BIRMINGHAM AL 35242 2 03/16/01 00
279833 03 05/01/01 0
1
279833 O 04/01/31
0
4766425 696/G01 F 292,000.00 ZZ
360 292,000.00 1
7.500 2,041.71 54
7.250 2,041.71
ALEXANDRIA VA 22304 2 04/20/01 00
0432768372 05 06/01/01 0
25301050 O 05/01/31
0
4766799 286/286 F 518,000.00 ZZ
360 518,000.00 1
7.000 3,446.27 59
6.750 3,446.27
DUNWOODY GA 30050 2 04/18/01 00
172733 05 06/01/01 0
172733 O 05/01/31
0
4778446 696/G01 F 372,000.00 ZZ
360 372,000.00 1
7.500 2,601.08 80
7.250 2,601.08
RESTON VA 20194 1 04/27/01 00
0432772572 03 06/01/01 0
25101113 O 05/01/31
0
4778447 696/G01 F 308,000.00 ZZ
360 308,000.00 1
7.000 2,049.13 80
6.750 2,049.13
ANNANDALE VA 22003 1 04/30/01 00
0432772507 05 06/01/01 0
22601092 O 05/01/31
0
4780872 696/G01 F 349,000.00 ZZ
360 349,000.00 1
7.500 2,440.26 73
7.250 2,440.26
POTOMAC MD 20854 5 05/02/01 00
0432771715 05 06/01/01 0
30201084 O 05/01/31
0
1
TOTAL NUMBER OF LOANS : 927
TOTAL ORIGINAL BALANCE : 363,967,237.93
TOTAL PRINCIPAL BALANCE : 363,504,149.51
TOTAL ORIGINAL P+I : 2,514,317.02
TOTAL CURRENT P+I : 2,514,317.02
***************************
* END OF REPORT *
***************************
EXHIBIT THREE
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
4516293 "$316,193.90 " 0.0622 0.043076923 "$13,620.66 "
4714643 "$486,000.00 " 0.0647 0.004615385 "$2,243.08 "
4608088 "$155,000.00 " 0.0647 0.004615385 $715.38
4574611 "$441,969.15 " 0.0647 0.004615385 "$2,039.86 "
4514918 "$384,668.53 " 0.0647 0.004615385 "$1,775.39 "
4445910 "$399,309.28 " 0.0647 0.004615385 "$1,842.97 "
"$2,183,140.86 " "$22,237.34 "
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
4436171 "$610,371.19 " 0.06345 0.06 "$36,622.27 "
4706675 "$556,000.00 " 0.06345 0.06 "$33,360.00 "
4721705 "$502,950.00 " 0.06345 0.06 "$30,177.00 "
4667782 "$398,656.47 " 0.0647 0.041481481 "$16,536.86 "
4449919 "$329,392.17 " 0.0647 0.041481481 "$13,663.68 "
4714557 "$293,550.00 " 0.0647 0.041481481 "$12,176.89 "
4432169 "$363,686.60 " 0.0647 0.041481481 "$15,086.26 "
4604542 "$335,000.00 " 0.0647 0.041481481 "$13,896.30 "
4695936 "$299,741.71 " 0.0647 0.041481481 "$12,433.73 "
4667762 "$505,963.99 " 0.0647 0.041481481 "$20,988.14 "
4326527 "$489,153.85 " 0.0647 0.041481481 "$20,290.83 "
4425246 "$347,700.38 " 0.0647 0.041481481 "$14,423.13 "
4706676 "$317,900.00 " 0.0647 0.041481481 "$13,186.96 "
4667758 "$94,918.21 " 0.0647 0.041481481 "$3,937.35 "
4443464 "$382,971.98 " 0.0647 0.041481481 "$15,886.25 "
4599863 "$219,815.18 " 0.06595 0.022962963 "$5,047.61 "
4714614 "$370,000.00 " 0.06595 0.022962963 "$8,496.30 "
4547675 "$369,689.15 " 0.06595 0.022962963 "$8,489.16 "
4671960 "$352,000.00 " 0.06595 0.022962963 "$8,082.96 "
4677695 "$533,600.00 " 0.06595 0.022962963 "$12,253.04 "
4638823 "$383,677.39 " 0.06595 0.022962963 "$8,810.37 "
4678798 "$326,000.00 " 0.06595 0.022962963 "$7,485.93 "
4621271 "$650,000.00 " 0.06595 0.022962963 "$14,925.93 "
4610160 "$359,697.56 " 0.06595 0.022962963 "$8,259.72 "
4619845 "$650,000.00 " 0.06595 0.022962963 "$14,925.93 "
4539313 "$523,117.02 " 0.06595 0.022962963 "$12,012.32 "
4714634 "$510,000.00 " 0.06595 0.022962963 "$11,711.11 "
4706728 "$432,000.00 " 0.06595 0.022962963 "$9,920.00 "
4610166 "$371,373.15 " 0.06595 0.022962963 "$8,527.83 "
4714555 "$300,000.00 " 0.06595 0.022962963 "$6,888.89 "
4613554 "$419,647.14 " 0.06595 0.022962963 "$9,636.34 "
4621288 "$391,300.00 " 0.06595 0.022962963 "$8,985.41 "
4445696 "$377,363.04 " 0.06595 0.022962963 "$8,665.37 "
4647099 "$531,200.00 " 0.06595 0.022962963 "$12,197.93 "
4402187 "$299,747.96 " 0.06595 0.022962963 "$6,883.10 "
4662250 "$565,600.00 " 0.06595 0.022962963 "$12,987.85 "
4761196 "$645,500.00 " 0.06595 0.022962963 "$14,822.59 "
4737446 "$580,000.00 " 0.06595 0.022962963 "$13,318.52 "
4737438 "$348,000.00 " 0.06595 0.022962963 "$7,991.11 "
4728125 "$365,000.00 " 0.06595 0.022962963 "$8,381.48 "
4655910 "$324,000.00 " 0.06595 0.022962963 "$7,440.00 "
4667656 "$274,768.96 " 0.06595 0.022962963 "$6,309.51 "
4627776 "$410,000.00 " 0.06595 0.022962963 "$9,414.81 "
4445802 "$439,258.57 " 0.06595 0.022962963 "$10,086.68 "
4445832 "$405,315.87 " 0.06595 0.022962963 "$9,307.25 "
4638262 "$244,000.00 " 0.06595 0.022962963 "$5,602.96 "
4667695 "$404,409.96 " 0.06595 0.022962963 "$9,286.45 "
4627970 "$775,100.00 " 0.06595 0.022962963 "$17,798.59 "
4714631 "$396,000.00 " 0.06595 0.022962963 "$9,093.33 "
4498634 "$365,000.00 " 0.06595 0.022962963 "$8,381.48 "
4667834 "$374,635.00 " 0.06595 0.022962963 "$8,602.73 "
4445622 "$256,566.94 " 0.06595 0.022962963 "$5,891.54 "
4627798 "$431,000.00 " 0.0672 0.004444444 "$1,915.56 "
4560493 "$309,745.89 " 0.0672 0.004444444 "$1,376.65 "
4638295 "$352,000.00 " 0.0672 0.004444444 "$1,564.44 "
4627775 "$615,000.00 " 0.0672 0.004444444 "$2,733.33 "
4524037 "$489,598.35 " 0.0672 0.004444444 "$2,175.99 "
4352025 "$229,622.03 " 0.0672 0.004444444 "$1,020.54 "
4415999 "$325,000.00 " 0.0672 0.004444444 "$1,444.44 "
4430363 "$477,308.42 " 0.0672 0.004444444 "$2,121.37 "
4432501 "$359,704.91 " 0.0672 0.004444444 "$1,598.69 "
4445641 "$333,450.83 " 0.0672 0.004444444 "$1,482.00 "
4460536 "$366,699.17 " 0.0672 0.004444444 "$1,629.77 "
4474425 "$379,858.11 " 0.0672 0.004444444 "$1,688.26 "
4488336 "$314,741.79 " 0.0672 0.004444444 "$1,398.85 "
4498475 "$377,000.00 " 0.0672 0.004444444 "$1,675.56 "
4576409 "$301,752.46 " 0.0672 0.004444444 "$1,341.12 "
4518125 "$607,501.63 " 0.0672 0.004444444 "$2,700.01 "
4610187 "$520,592.65 " 0.0672 0.004444444 "$2,313.75 "
4543191 "$438,000.00 " 0.0672 0.004444444 "$1,946.67 "
4671804 "$379,500.00 " 0.0672 0.004444444 "$1,686.67 "
4573126 "$292,000.00 " 0.0672 0.004444444 "$1,297.78 "
4576473 "$167,062.94 " 0.0672 0.004444444 $742.50
4578911 "$342,500.00 " 0.0672 0.004444444 "$1,522.22 "
4590415 "$373,993.19 " 0.0672 0.004444444 "$1,662.19 "
4599907 "$166,363.52 " 0.0672 0.004444444 $739.39
4607699 "$503,586.88 " 0.0672 0.004444444 "$2,238.16 "
4610155 "$335,447.55 " 0.0672 0.004444444 "$1,490.88 "
4514056 "$320,000.00 " 0.0672 0.004444444 "$1,422.22 "
4714665 "$329,400.00 " 0.0672 0.004444444 "$1,464.00 "
4714625 "$400,000.00 " 0.0672 0.004444444 "$1,777.78 "
4714626 "$310,000.00 " 0.0672 0.004444444 "$1,377.78 "
4714629 "$499,000.00 " 0.0672 0.004444444 "$2,217.78 "
4714630 "$350,000.00 " 0.0672 0.004444444 "$1,555.56 "
4714633 "$335,900.00 " 0.0672 0.004444444 "$1,492.89 "
4714635 "$492,000.00 " 0.0672 0.004444444 "$2,186.67 "
4714638 "$432,000.00 " 0.0672 0.004444444 "$1,920.00 "
4714655 "$422,000.00 " 0.0672 0.004444444 "$1,875.56 "
4714658 "$301,770.20 " 0.0672 0.004444444 "$1,341.20 "
4714659 "$377,697.72 " 0.0672 0.004444444 "$1,678.66 "
4667932 "$274,774.59 " 0.0672 0.004444444 "$1,221.22 "
4714663 "$312,900.00 " 0.0672 0.004444444 "$1,390.67 "
4714605 "$319,750.36 " 0.0672 0.004444444 "$1,421.11 "
4714677 "$320,000.00 " 0.0672 0.004444444 "$1,422.22 "
4714681 "$350,000.00 " 0.0672 0.004444444 "$1,555.56 "
4714683 "$438,750.00 " 0.0672 0.004444444 "$1,950.00 "
4714685 "$337,500.00 " 0.0672 0.004444444 "$1,500.00 "
4723364 "$440,000.00 " 0.0672 0.004444444 "$1,955.56 "
4766799 "$518,000.00 " 0.0672 0.004444444 "$2,302.22 "
4778447 "$308,000.00 " 0.0672 0.004444444 "$1,368.89 "
4667713 "$355,957.97 " 0.0672 0.004444444 "$1,582.04 "
4667716 "$329,179.95 " 0.0672 0.004444444 "$1,463.02 "
4667743 "$319,737.70 " 0.0672 0.004444444 "$1,421.06 "
4667761 "$357,406.79 " 0.0672 0.004444444 "$1,588.47 "
4714660 "$308,000.00 " 0.0672 0.004444444 "$1,368.89 "
4714550 "$411,662.28 " 0.0672 0.004444444 "$1,829.61 "
4654566 "$310,000.00 " 0.0672 0.004444444 "$1,377.78 "
4667661 "$388,681.14 " 0.0672 0.004444444 "$1,727.47 "
4667696 "$203,632.94 " 0.0672 0.004444444 $905.04
4667824 "$384,876.05 " 0.0672 0.004444444 "$1,710.56 "
4201498 "$492,000.00 " 0.0672 0.004444444 "$2,186.67 "
4667939 "$531,563.92 " 0.0672 0.004444444 "$2,362.51 "
4686359 "$344,000.00 " 0.0672 0.004444444 "$1,528.89 "
4686454 "$569,000.00 " 0.0672 0.004444444 "$2,528.89 "
4694477 "$399,900.00 " 0.0672 0.004444444 "$1,777.33 "
4695043 "$334,725.41 " 0.0672 0.004444444 "$1,487.67 "
4702845 "$320,000.00 " 0.0672 0.004444444 "$1,422.22 "
4714621 "$318,000.00 " 0.0672 0.004444444 "$1,413.33 "
4714549 "$563,560.03 " 0.0672 0.004444444 "$2,504.71 "
4714620 "$409,680.15 " 0.0672 0.004444444 "$1,820.80 "
4714554 "$291,760.64 " 0.0672 0.004444444 "$1,296.71 "
4714556 "$650,000.00 " 0.0672 0.004444444 "$2,888.89 "
4714558 "$305,840.47 " 0.0672 0.004444444 "$1,359.29 "
4714561 "$318,251.54 " 0.0672 0.004444444 "$1,414.45 "
4714562 "$495,593.43 " 0.0672 0.004444444 "$2,202.64 "
4714565 "$583,000.00 " 0.0672 0.004444444 "$2,591.11 "
4714575 "$335,000.00 " 0.0672 0.004444444 "$1,488.89 "
4714596 "$308,000.00 " 0.0672 0.004444444 "$1,368.89 "
4714597 "$980,000.00 " 0.0672 0.004444444 "$4,355.56 "
4714598 "$373,000.00 " 0.0672 0.004444444 "$1,657.78 "
4645389 "$384,000.00 " 0.0672 0.004444444 "$1,706.67 "
4713195 "$338,000.00 " 0.0672 0.004444444 "$1,502.22 "
"$52,363,823.04 " "$767,332.12 "
EXHIBIT FOUR
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(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 pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the Guaranteed Distribution for such Distribution Date, and
the respective portions thereof allocable to principal and interest for
the Insured Certificates;
(vii) the amount of any Certificate Insurance Payment made on
such Distribution Date, the amount of any reimbursement payment made to
the Certificate Insurer on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such Certificate Insurance Payment or any such
reimbursement payment to the Certificate Insurer;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and each of the Group I, Group II, Class M and Class B
Percentages, 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;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it by
Sub-Servicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(xi) the number, aggregate principal balance and book value of
any REO Properties;
-1-
(xii) 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;
(xiii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date and the Pass- Through Rate with respect to the Class A-V
Certificates and each Subclass, if any, thereof;
(xv) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xvi) the occurrence of the Credit Support Depletion Date;
(xvii) the related Senior Accelerated Distribution Percentage and
Lockout Percentage applicable to such distribution;
(xviii)the related Senior Percentage for such Distribution Date;
(xix) the aggregate amount of Realized Losses for such
Distribution Date;
(xx) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty assigned to the Trustee pursuant to Section 2.04;
(xxi) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xxii) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
The Trustee's internet website will initially be located at
xxxx://xxx.xxx.xxxxxxx.xxx. To receive this statement via first class mail,
telephone the Trustee at (800) 524-9472.
-2-
EXHIBIT FIVE
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF APRIL 1, 2001
EXECUTION COPY
--------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2001
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................1
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................30
Section 2.02 Acceptance by Trustee.................................................36
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................37
Section 2.04 Representations and Warranties of Sellers.............................39
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I.......................................40
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
Acceptance by the Trustee.............................................41
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............41
Section 2.08 Purposes and Powers of the Trust......................................41
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................41
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.................43
Section 3.03 Successor Subservicers................................................44
Section 3.04 Liability of the Master Servicer......................................44
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................45
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......45
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................45
Section 3.08 Subservicing Accounts; Servicing Accounts.............................48
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................49
Section 3.10 Permitted Withdrawals from the Custodial Account......................49
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................51
i
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................54
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................55
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................59
Section 3.16 Servicing and Other Compensation; Compensating Interest...............60
Section 3.17 Reports to the Trustee and the Company................................61
Section 3.18 Annual Statement as to Compliance.....................................61
Section 3.19 Annual Independent Public Accountants' Servicing Report...............62
Section 3.20 Rights of the Company in Respect of the Master Servicer...............62
Section 3.21 Administration of Buydown Funds.......................................62
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................63
Section 4.02 Distributions.........................................................64
Section 4.03 Statements to Certificateholders......................................64
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................65
Section 4.05 Allocation of Realized Losses.........................................66
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........66
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................66
Section 4.08 Surety Bond...........................................................67
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................67
Section 5.02 Registration of Transfer and Exchange of Certificates.................69
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................75
Section 5.04 Persons Deemed Owners.................................................75
Section 5.05 Appointment of Paying Agent...........................................76
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.........77
Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.................77
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................78
Section 6.04 Company and Master Servicer Not to Resign.............................79
ARTICLE VII
ii
DEFAULT
Section 7.01 Events of Default.....................................................79
Section 7.02 Trustee or Company to Act; Appointment of Successor...................81
Section 7.03 Notification to Certificateholders....................................82
Section 7.04 Waiver of Events of Default...........................................82
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................83
Section 8.02 Certain Matters Affecting the Trustee.................................84
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86
Section 8.04 Trustee May Own Certificates..........................................86
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86
Section 8.06 Eligibility Requirements for Trustee..................................87
Section 8.07 Resignation and Removal of the Trustee................................88
Section 8.08 Successor Trustee.....................................................89
Section 8.09 Merger or Consolidation of Trustee....................................89
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................89
Section 8.11 Appointment of Custodians.............................................90
Section 8.12 Appointment of Office or Agency.......................................91
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
91
Section 9.02 Additional Termination Requirements...................................94
Section 9.03 Termination of Multiple REMICs........................................95
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................95
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......99
Section 10.03 Designation of REMIC(s)...............................................99
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................99
Section 11.02 Recordation of Agreement; Counterparts...............................102
Section 11.03 Limitation on Rights of Certificateholders...........................102
Section 11.04 Governing Law........................................................103
Section 11.05 Notices..............................................................103
iii
Section 11.06 Required Notices to Rating Agency and Subservicer....................103
Section 11.07 Severability of Provisions...........................................104
Section 11.08 Supplemental Provisions for Resecuritization.........................104
Section 11.09 Allocation of Voting Rights..........................................105
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment 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: Request for Exchange Form
iv
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of April 1, 2001 (the "Standard Terms", and as incorporated by reference into a
Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: As defined in the Series Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
1
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or description now existing or
hereafter acquired which is pledged as security for the repayment of such
Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities,
security entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
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Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, 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, Curtailments, Mortgage Loan purchases
made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b)),
and Principal Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent early receipt of scheduled payments of principal
and interest due on a date or dates subsequent to the related Due Date.
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 determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
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
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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 Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (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), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount
shall be determined separately for each Loan Group. Additionally, with respect
to any Mortgage Pool that is comprised of two or more Loan Groups, if on any
Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is
less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in
connection with Principal Prepayments in Full received during the related
Prepayment Period and Curtailments made in the prior calendar month, such
Compensating Interest shall be allocated on such Distribution Date to the
Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of such Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in respect of
such
4
Mortgage Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California 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.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
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 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, and, in respect of any Insured
Certificates, the Certificate Insurer to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
States Person shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than a Class R Certificate, registered in the
name of the Company, the Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary
to effect any such consent or direction has been obtained. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
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Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
6
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986.
Combined Collateral LLC: Combined Collateral LLC, a Delaware limited
liability company.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period and Curtailments during the prior
calendar month and included in the Available Distribution Amount for such
Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of
the Stated Principal Balance of the Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain
on amounts held in the Custodial Account and the Certificate Account and payable
to the Certificateholders with respect to such Distribution Date; provided that
for purposes of this definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02 except as may be required pursuant to the last
sentence of such Section.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
7
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Insurance Payments: As defined in the Series Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
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, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
8
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(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: As defined in the Series Supplement.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series Supplement.
9
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie 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), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) 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 the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
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, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, 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).
10
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto, or by
any authority maintaining or using military, naval or air forces;
or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or forces;
11
(d) any weapon of war employing atomic fission or radioactive force whether
in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Fannie Mae: Federal National Mortgage Association, 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.
Fitch: Fitch, Inc. or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
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Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, 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 Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: As defined in the Series Supplement.
Interest Only Certificates: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
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Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: 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 Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
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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 any Due Date, 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: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
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 Pool: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
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.
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Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer 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, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
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 Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company 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 any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO
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Disposition and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the 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
17
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
the 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 shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Xxxxx'x, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Xxxxx'x and either A-1 by Standard
& Poor's, P-1 by Xxxxx'x or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or
18
description pledged by Combined Collateral LLC as security in respect of any
Realized Losses in connection with such Mortgage Loan up to the Pledged Amount
for such Mortgage Loan, and any related collateral, or such other collateral as
may be set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the portion of the
related Prepayment Period that falls during the prior calendar month, an amount
equal to the excess of one month's interest at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
Stated Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of
such Principal Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
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Principal Only Certificates: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan that is made by the Mortgagor.
Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(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;
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(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. 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 Company,
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):
(a) as to which a Cash Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period related
to the Distribution Date on which such Realized Loss will be
allocated pursuant to Section 4.05 on the Stated Principal
Balance of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid or
advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously
reimbursed,
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(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) 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,
(c) 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, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC 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.
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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 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 the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
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.
Request for Release: A request for release, the forms of which are
attached as Exhibit F 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.
Required Surety Payment: With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Retail Certificates: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
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Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
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 Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date; provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50%
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or (Y) the outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged
over the last six months, does not exceed 2% and (2) Realized Losses on
the Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or
50%, respectively, of the sum of the Initial Certificate Principal
Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date shall
be 100%, or, if the Mortgage Pool is comprised of two or more Loan
Groups, for any Distribution Date on which the weighted average of the
Senior Percentages for each Loan Group, weighted on the basis of the
Stated Principal Balances of the Mortgage Loans in the related Loan
Group, exceeds the weighted average of the initial Senior Percentages
(calculated on such basis) for each Loan Group, each of the Senior
Accelerated Distribution Percentages for such Distribution Date will
equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
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Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System, (iii) the management and
liquidation of any REO Property 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 designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, 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 for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., or its successor in interest.
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 ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case
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which were distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss allocated to Certificateholders with respect
thereto for any previous Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution Date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation,
27
the Addendum and Assignment Agreement, dated as of November 24, 1998, between
the Master Servicer and GMAC Mortgage Corporation, as such agreement may be
amended from time to time.
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 at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Surety: Ambac, or its successors in interest, or such other surety as may
be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
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 any REMIC formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date as shall be on deposit in the Custodial Account
or in the Certificate Account and identified as belonging to the Trust
Fund, including the proceeds from
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the liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
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 created or organized in, or under the
laws of, the United States, provided that, for purposes solely of the
restrictions on the transfer of residual interests, 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 operating agreement to be United States Persons, any state thereof,
or the District of Columbia (except in the case of a partnership, to the extent
provided in Treasury regulations) or any political subdivision thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to 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 on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an original Assignment 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 thereof to the Person assigning it to the Trustee (or
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, or a copy of such assignment
or assignments of the Mortgage with evidence of recording
indicated thereon; and
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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 (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed
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UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in connection
with any Mortgage Loan, if the Company 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 Company 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 Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such 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 the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation
32
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, within 30 Business Days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Company 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 Company further agrees that it will
not, and will not permit the Master Servicer to, and the Master Xxxxxxxx agrees
that it will not, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall 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;
33
(b) the conveyance provided for in Section 2.01 shall be deemed to be, and
hereby is, (1) a grant by the Company to the Trustee of a security interest in
all of the Company's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to any and all
general intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or
relating to any of the following: (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative
Lease, (ii) with respect to each Mortgage Loan other than a Cooperative Loan,
the related Mortgage Note and Mortgage, and (iii) any insurance policies and all
other documents in the related Mortgage File, (B) all amounts payable pursuant
to the Mortgage Loans in accordance with the terms thereof, (C) any
Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company 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, goods, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction as in effect (including,
without limitation, Sections 8-106, 9-305 and 9-115 thereof); and (d)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents of, or persons holding for (as applicable) the
Trustee for the purpose of perfecting such security interest under applicable
law.
The Company and, at the Company'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
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined 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 Company 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 Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
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 Company or the Trustee (such preparation
34
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 Company, (3) any transfer
of any interest of Residential Funding or the Company in any Mortgage Loan or
(4) any transfer of any interest of Residential Funding or the Company in any
Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in connection with the Pledged
Assets or under any agreement or instrument relating thereto, including any
obligation to the Mortgagor, other than as owner of the Mortgage Loan.
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Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank) and 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, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
as supplemented, that have been conveyed to it, and to deliver to the Trustee a
certificate (the "Interim Certification") to the effect that all documents
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Company 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 missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, 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
36
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 Seller or its designee or the
Subservicer or its designee, as the case may be, any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust
Fund. In furtherance of the foregoing, if the Subservicer or Seller 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 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 Seller or
the Subservicer, as the case may be, 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 the
Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
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
37
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 Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master Servicer to cure such breach
or to so purchase such Mortgage Loan shall constitute the sole remedy in respect
of a breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
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(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's rights under such Seller's Agreement relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the representations and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase 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 if required pursuant to Section
2.01, and such other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by the Master Servicer and remitted by the Master Servicer to Residential
Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage Loan for such month and thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution
39
of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount Mortgage Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement and 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 contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential Funding's rights in respect of such representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such 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 (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the Trustee's 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/Issuance of
Certificates Evidencing Interests in REMIC I.
As provided in Section 2.05 of the Series Supplement.
40
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular
Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.
As provided in Section 2.07 of the Series Supplement.
Section 2.08 Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the
following activities:
(a) to sell the Certificates to the Company in exchange for the Mortgage
Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
Notwithstanding the provisions of Section 11.01, the trust shall not engage in
any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is
outstanding, and this Section 2.08 may not be amended, without the consent of
the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
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
41
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
commencement, prosecution or completion of judicial or non-judicial foreclosure,
the conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. The Master Servicer further is authorized and
empowered by the Trustee, on behalf of the Certificateholders and the Trustee,
in its own name or in the name of the Subservicer, when the Master Servicer or
the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re- recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Master Servicer in accordance with Section
3.16(c), with no right of reimbursement; provided, that if, as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System, it becomes necessary to remove any Mortgage Loan from registration
on the MERS System and to arrange for the assignment of the related Mortgages to
the Trustee, then any related expenses shall be reimbursable to the Master
Servicer. Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan
that would both constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary or final
regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal
Prepayment in Full pursuant to Section 3.13(d) hereof) and cause any REMIC
formed under the Series Supplement to fail to qualify as a REMIC under the Code.
The Trustee shall furnish the Master Servicer with any powers of attorney and
other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan, the Master Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and obligations in respect
thereof. In connection with servicing and administering the Mortgage Loans, the
Master Servicer and any Affiliate of the Master Servicer (i) may perform
services such as appraisals and brokerage services that are not customarily
provided by servicers of mortgage loans, and shall be entitled to reasonable
compensation therefor in accordance with Section 3.10 and (ii) may, at its own
discretion and on behalf of the Trustee, obtain credit information in the form
of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the
42
purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer 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 or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement insofar as the Company's rights with respect to such obligation has
been assigned to the Trustee hereunder, to the extent that the non-performance
of any such Seller's 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
43
described in Section 2.02, or on account of a breach of a representation or
warranty, as described in Section 2.04. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements or Seller's Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of such enforcement at its
own expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against
whom such enforcement is directed. For purposes of clarification only, the
parties agree that the foregoing is not intended to, and does not, limit the
ability of the Master Servicer to be reimbursed for expenses that are incurred
in connection with the enforcement of a Seller's obligations (insofar as the
Company's rights with respect to such Seller's obligations have been assigned to
the Trustee hereunder) and are reimbursable pursuant to Section 3.10(a)(viii).
Section 3.03 Successor Subservicers.
----------------------
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the 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 Company
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.
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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 the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates
45
affected thereby; provided, however, that no such extension shall be made if any
such advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Master Servicer may also waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of strict compliance with any
such term or in any manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement or indulgence
is not materially adverse to the interests of the Certificateholders (taking
into account any estimated Realized Loss that might result absent such action);
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), 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; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. 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 reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes, except if such
reissuance is described in Treasury Regulation Section 1.860G-2(b)(3).
(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 Buydown Funds, if
any, and 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 or 4.07 and all amounts required to
be deposited in connection with
46
the substitution of a Qualified Substitute Mortgage Loan pursuant
to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21;
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received
by the Master Servicer in respect of any Additional Collateral;
and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
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 prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of
47
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
without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee 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).
48
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause
the Subservicers for Subserviced Mortgage Loans to, establish and maintain one
or more Servicing Accounts and deposit and retain therein all collections from
the Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
If 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:
49
(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, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds
from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case
of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds and other
property deposited in or credited to the Custodial Account that
it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b),
and any amounts paid by a Mortgagor in connection with a
Principal Prepayment in Full in respect of interest for any
period during the calendar month in which such Principal
Prepayment in Full is to be distributed to the
Certificateholders;
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the 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)
50
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,
or any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
or in connection with enforcing, in accordance with this
Agreement, any repurchase, substitution or indemnification
obligation of any Seller (other than an Affiliate of the Company)
pursuant to the related Seller's Agreement;
(ix) to reimburse itself for Servicing Advances 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.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance 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 the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value 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 Company
51
had knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. 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.
(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 related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus
52
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 the 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 (other than a Cooperative Loan) are
located at the time of origination of such Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall cause flood
insurance (to the extent available) to be maintained in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on a
replacement cost basis and (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the 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 Freddie Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Xxx or Freddie 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
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
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Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up 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 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,
54
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 in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
Section 3.14 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for
55
collection of delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, 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 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 restoration of any
property unless it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself for such
expenses or charges and (ii) that such expenses or charges will be recoverable
to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 3.10, whether or not such expenses and
charges are actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of such a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of such amounts pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge Agreement in accordance with such
Agreement and in a manner that is in the best interests of the
Certificateholders. Further, the Master Servicer shall use its best reasonable
efforts to realize upon any Pledged Assets for such of the Pledged Asset Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Pledged Assets as a result of or in lieu of
the disposition thereof or otherwise; and provided
56
further that (i) the Master Servicer shall not proceed with respect to such
Pledged Assets in any manner that would impair the ability to recover against
the related Mortgaged Property, and (ii) the Master Servicer shall proceed with
any REO Acquisition in a manner that preserves the ability to apply the proceeds
of such Pledged Assets against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Pledged Assets (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Pledged Assets) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Pledged Assets shall be
deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
Concurrently with the foregoing, 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 any 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) If 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
57
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) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property as soon as practicable, giving due consideration to the interests of
the Certificateholders, but in all cases within three full years after the
taxable year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of any portion of any REMIC formed under the Series
Supplement as a REMIC under applicable state law and avoid taxes resulting from
such property failing to be foreclosure property under applicable state law) or,
at the expense of the Trust Fund, request, more than 60 days before the day on
which such grace period would otherwise expire, an extension of such grace
period unless the Master Servicer (subject to Section 10.01(f)) obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any REMIC formed
under the Series Supplement 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 the Trust Fund 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 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
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss
58
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); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall 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 F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall 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. 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 F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
59
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16 Servicing and Other Compensation; Compensating Interest.
--------------------------------------------------------
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid
60
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 any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii) and second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction,
the Master Servicer (i) will not withdraw from the Custodial Account any such
amount representing all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b).
Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company 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 Company, the Trustee and any
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 its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations relating to
this Agreement in all material respects throughout such year, or, if there has
been material noncompliance with such servicing standards or a default in the
fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage
61
Bankers and has fulfilled all of its material obligations under its Subservicing
Agreement in all material respects throughout such year, or, if there has been
material noncompliance with such servicing standards or a material default in
the fulfillment of such obligations relating to this Agreement, such statement
shall include a description of such noncompliance or specify each such default,
as the case may be, known to such officer and the nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before 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 Company 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 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, 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 Company 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 Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and 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 Company or its designee. The Company shall not have any 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 Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the
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"Buydown Account"). The Master Servicer shall cause the Subservicing Agreement
to require that upon receipt from the Mortgagor of the amount due on a Due Date
for each Buydown Mortgage Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to the amount due on such date
from the Mortgagor, equals the full Monthly Payment and transmit that amount in
accordance with the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand 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 or be payable on demand
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on such Distribution Date and (ii) any other investment may mature or be payable
on demand 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. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Certificate Account by the Master Servicer out of its own funds
immediately as realized without any right of reimbursement.
Section 4.02 Distributions.
As provided in Section 4.02 of the Series Supplement.
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 either forward by mail or make
available to each Holder and the Company, via the Trustee's internet website, a
statement (and at its option, any additional files containing the same
information in an alternative format) setting forth information as to each Class
of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two
or more Loan Groups, each Loan Group, to the extent applicable. This statement
will include the information set forth in an exhibit to the Series Supplement.
Such exhibit shall set forth the Trustee's internet website address together
with a phone number. The Trustee shall mail to each Holder that requests a paper
copy by telephone a paper copy via first class mail. The Trustee may modify the
distribution procedures set forth in this Section provided that such procedures
are no less convenient for the Certificateholders. The Trustee shall provide
prior notification to the Company, the Master Servicer and the
Certificateholders regarding any such modification. In addition, 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 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 the
exhibit to the Series Supplement referred to in 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 shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a
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Class R Certificate. Such obligation of the Master Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, 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.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Determination Date, the Master
Servicer shall furnish a written statement to the Trustee, any Certificate
Insurer, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount and (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). 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
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a) in respect of outstanding Advances on any Distribution Date
shall be allocated to specific Monthly Payments due but delinquent for previous
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Due Periods, which allocation shall be made, to the extent practicable, to
Monthly Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
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 an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
As provided in Section 4.05 of the Series Supplement.
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 interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, 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 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
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therefor. 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.
If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
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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) Except as provided below, registration of Book-Entry 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 Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates 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 Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company 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 Company, the Master Servicer nor the
Trustee shall be liable for any actions
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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 Company 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) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
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 M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall
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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 (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company 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 Company or the Master Servicer
(except that, if such transfer is made by the Company or the Master Servicer or
any Affiliate thereof, the Company or the Master Servicer shall provide such
Opinion of Counsel at their own expense); provided that such Opinion of Counsel
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H hereto,
and the Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit I hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit J attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) 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 (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition
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shall, and does hereby agree to, indemnify the Trustee, the Company, 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.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company 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 Company or the Master Servicer or (B) the prospective
Transferee shall be required to provide the Trustee, the Company and the Master
Servicer with a certification to the effect set forth in paragraph six of
Exhibit H (with respect to any Class B Certificate) or paragraph fourteen of
Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class B Certificate, the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such Certificate (or interest
therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Any Transferee of a Class M Certificate will be
deemed to have represented by virtue of its purchase or holding
of such Certificate (or interest therein) that either (a) such
Transferee is not a Plan Investor, (b) it has acquired and is
holding such Certificate in reliance on Prohibited Transaction
Exemption ("PTE") 94-29, 59 Fed. Reg. 14674 (March 29, 1994), as
amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), and PTE
2000-58, 65 Fed. Reg. 67765 (November 13, 2000) (the "RFC
Exemption"), and that it understands that there are certain
conditions to the availability of the RFC Exemption including
that such Certificate must be rated, at the time of purchase, not
lower than "BBB-" (or its equivalent) by Standard & Poor's, Fitch
or Xxxxx'x or (c) such Transferee is a Complying Insurance
Company.
(iii) (A) If any Class M Certificate (or any interest
therein) is acquired or held by any Person that does not satisfy
the conditions described in paragraph (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor, (ii)
acquired such Certificate in compliance with the RFC Exemption,
or (iii) is a
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Complying Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as Certificate
Owner thereof retroactive to the date of such Transfer of such
Class M Certificate. The Trustee shall be under no liability to
any Person for making any payments due on such Certificate to
such preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Class M Certificate (or
interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Company, the Trustee, the Master
Servicer, any Subservicer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition
or holding.
(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 G-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
G-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other
things, that no purpose of the proposed Transfer is to
impede the assessment or collection of tax.
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(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 G-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 G-2 and all of
such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of
the Code) are prohibited.
(iii) (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.
(iv) 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.
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of
any Class of the Senior, Class M or Class B Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by
such Rating Agency; and
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(B) subject to Section 10.01(f), an Officers'
Certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of
such provisions will not cause any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement 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 Company, the Master Servicer, the Trustee, any Certificate Insurer, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, any Certificate Insurer or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Master
Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor
any agent of the
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Company, the Master Servicer, the Trustee, any Certificate Insurer or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the 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 the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the 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 the
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 COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.
The Company 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 Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company 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 Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company 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 Freddie Mac; and provided further that each Rating Agency's
ratings, if any, of the Senior, Class M or Class B Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Xxx or Freddie Mac, is reasonably
satisfactory to the Trustee and the Company, is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement, in
form and substance reasonably satisfactory to the Company 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
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rating of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
Section 6.03 Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company 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 Company, 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 Company, the Master Servicer and any
director, officer, employee or agent of the Company 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 Company,
the Master Servicer and any director, officer, employee or agent of the Company
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 Company 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 Company 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
Company 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 Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company 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 Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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 the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any 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,
79
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, 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.
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Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02 Trustee or Company to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company'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 or
Sellers 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(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a Xxxxxx Xxx- or Freddie 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 Company, 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 0.20% per annum in the event
that the
81
successor Master Servicer is not servicing such Mortgage Loans directly and it
is necessary to raise the related Subservicing Fee to a rate of 0.20% 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
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company
or the
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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
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not
less than 25% 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 Company 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:
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(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured or waived), 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 or waiver 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 Holders of
Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; and
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(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or
on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause any portion of any REMIC
formed under the Series Supplement 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 Company 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 Company 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 Company 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 Company 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
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any co-trustee, and the Master Servicer will pay or reimburse the Trustee and
any co-trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee or any co-trustee in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the Trustee or any
co-trustee in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial 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 the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined
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capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, 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 Company, 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 Company 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 Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the 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 Company) 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 Company, then
the Company 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
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
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Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company 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 Company, 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 Company 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 Company 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 Company.
Section 8.09 Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
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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 and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the
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Certificateholders of the appointment of any Custodian (other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in Section 11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the Master Servicer or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, 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 Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the
related underlying property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net of
any unreimbursed Advances attributable to principal) on the day
of repurchase plus accrued interest thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however,
that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date
hereof 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 portion of any
REMIC formed under the Series Supplement as a REMIC.
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The right of the Master Servicer to purchase all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance as of the Final Distribution Date, prior to giving effect to
distributions to be made on such Distribution Date, being less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans. 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. In addition, the Master Servicer
shall provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer the Mortgage Files pertaining to the
Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which the Pool
Stated Principal Balance, prior to giving effect to distributions to be made on
such Distribution Date, is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans, Master Servicer shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest. If the Master
Servicer exercises this right to purchase the outstanding Certificates, the
Master Servicer will promptly terminate the respective obligations and
responsibilities created hereby in respect of the Certificates pursuant to this
Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise) or on which the Master Servicer
anticipates that the Certificates will be purchased (as a result of the exercise
by the Master Servicer to purchase the outstanding Certificates). Notice of any
termination, specifying the anticipated Final Distribution Date (which shall be
a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so
required by the terms hereof) for payment of the final distribution and
cancellation or notice of any purchase of the outstanding Certificates,
specifying the Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly by the Master
Servicer (if it is exercising its right to purchase the assets of the Trust Fund
or to purchase the outstanding Certificates), or by the Trustee (in any other
case) by letter to the Certificateholders mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the month of such
final distribution specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated or, in the case of the
purchase by the Master Servicer of the outstanding Certificates,
the Distribution Date on which such purchase is to be made,
(ii) the amount of any such final payment, or in the case
of the purchase of the outstanding Certificates, the purchase
price, in either case, if known, and
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders and, if the Master Servicer is
exercising its rights to purchase the outstanding Certificates, it shall give
such notice to each Rating Agency at the time such notice is given to
Certificateholders. As a result of the exercise by the Master Servicer of its
right to purchase the assets of the Trust Fund, 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 provided above. 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 Trusete 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 above provided, and provide notice of such deposit to the Trustee.
The Trustee will withdraw from such account the amount specified in subsection
(c) below.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's election to repurchase the assets of the Trust Fund or the
outstanding Certificates, or (ii) if the Master Servicer elected to so
repurchase the assets of the Trust Fund or the outstanding Certificates, an
amount determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest for the related Interest Accrual Period thereon and any previously
unpaid Accrued Certificate Interest, subject to the priority set forth in
Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Fund), or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have
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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.
(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 Certificate
Account 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 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 REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) 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 each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC 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 such REMIC 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 a REMIC under Section 860F of the Code
and regulations thereunder;
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(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 or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
Section 9.03 Termination of Multiple REMICs.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. 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. For the purposes of each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
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
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matters person, shall (i) act on behalf of each REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each 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 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.
(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 of each REMIC 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). 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 that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d)
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of the Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to each REMIC created hereunder, endanger such status or,
unless the Master Servicer, the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to any REMIC created hereunder
or any related assets thereof, or causing any such REMIC 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 any such REMIC, and the Trustee
shall not take any such action or cause any such REMIC 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 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 each REMIC created hereunder
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 such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
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
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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 created
hereunder 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 created hereunder
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 such REMIC
will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated REMIC Regular Interest
represented by a Class A-V Certificate, if any) and the rights to the Interest
Only Certificates and Uncertificated REMIC Regular Interest represented by any
Class A-V Certificate would be reduced to zero is the Maturity Date for each
such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(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 any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such 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 such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC
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to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, 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
Company, 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 Company, 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 Company,
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 Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
Section 10.03 Designation of REMIC(s).
As provided in Section 10.03 of the Series Supplement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
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(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 the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in
any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the
name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates, by virtue of their being
the "residual interests" in a REMIC, provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause any REMIC created hereunder 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,
(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, or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
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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) 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 (subject to Section 10.01(f) and 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
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and 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 Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B 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 B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. 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 Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any
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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 Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Company elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company 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 K, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or
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members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
As provided in Section 11.05 of the Series Supplement.
Section 11.06 Required Notices to Rating Agency and Subservicer.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
103
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
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 Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, 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
104
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 for the purposes thereof. In
connection with each Supplemental Article, the Company 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 the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions 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 Allocation of Voting Rights.
As provided in Section 11.09 of the Series Supplement.
105
EXHIBIT A
FORM OF CLASS A CERTIFICATE, [PRINCIPAL ONLY/CLASS A-P] CERTIFICATE
AND [INTEREST ONLY/CLASS A-V] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
Certificate No. ________ [________%][Adjustable][Variable] Pass-Through
Class [A- ___] Senior Rate [based on a Notional Amount]
Date of Pooling and Servicing [Percentage Interest: ____%]
Agreement and Cut-off Date: Aggregate Initial [Certificate Principal
________________ Balance] [[Interest Only/Class A-V] Notional
First Distribution Date: Amount] [Subclass Notional Amount] of the
________________ Class [A-____] Certificates:
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Interest Only/Class A-V] [Subclass]
Corporation Notional Amount] of this Certificate:
Assumed Final $______________________]
Distribution Date: CUSIP _______- ________
__________________
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES ________
EVIDENCING A PERCENTAGE INTEREST IN THE DISTRIBUTIONS ALLOCABLE
TO THE CLASS [A- ] CERTIFICATES WITH RESPECT TO A TRUST FUND
CONSISTING PRIMARILY OF A POOL OF CONVENTIONAL ONE- TO
FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS FORMED AND
SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
THIS CERTIFICATE IS PAYABLE SOLELY FROM THE ASSETS OF THE TRUST
FUND, AND DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE REFERRED TO BELOW
OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., THE MASTER SERVICER, THE TRUSTEE OR GMAC MORTGAGE GROUP,
INC. OR ANY OF THEIR AFFILIATES. NONE OF THE COMPANY, THE MASTER SERVICER, GMAC
MORTGAGE GROUP, INC. OR ANY OF THEIR AFFILIATES WILL HAVE ANY OBLIGATION WITH
RESPECT TO ANY CERTIFICATE OR OTHER OBLIGATION SECURED BY OR PAYABLE FROM
PAYMENTS ON THE CERTIFICATES.
THIS CERTIFIES THAT IS THE REGISTERED OWNER OF THE PERCENTAGE
INTEREST EVIDENCED BY THIS CERTIFICATE [(OBTAINED BY DIVIDING THE [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [INITIAL [INTEREST ONLY/CLASS A-V] NOTIONAL
AMOUNT] OF THIS CERTIFICATE BY THE AGGREGATE [INITIAL CERTIFICATE PRINCIPAL
BALANCE OF ALL CLASS A- CERTIFICATES] [INITIAL [INTEREST ONLY/CLASS A-V]
NOTIONAL AMOUNTS OF ALL [INTEREST ONLY/CLASS A-V] CERTIFICATES], BOTH AS
SPECIFIED ABOVE)] IN CERTAIN DISTRIBUTIONS WITH RESPECT TO THE TRUST FUND
CONSISTING PRIMARILY OF AN INTEREST IN A POOL OF CONVENTIONAL ONE- TO
FOUR-FAMILY FIXED INTEREST RATE FIRST MORTGAGE LOANS (THE "MORTGAGE LOANS"),
FORMED AND SOLD BY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (HEREINAFTER
CALLED THE "COMPANY," WHICH TERM INCLUDES ANY SUCCESSOR ENTITY UNDER THE
AGREEMENT REFERRED TO BELOW). THE TRUST FUND WAS CREATED PURSUANT TO A SERIES
SUPPLEMENT, DATED AS SPECIFIED ABOVE, TO THE STANDARD
TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF ________________ (TOGETHER,
THE "POOLING AND SERVICING AGREEMENT" OR THE "AGREEMENT") AMONG THE COMPANY, THE
MASTER SERVICER AND _______________, 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 A-
CERTIFICATES ON SUCH DISTRIBUTION DATE. [THE [INTEREST ONLY/CLASS A-V] NOTIONAL
AMOUNT OF THE [INTEREST ONLY/CLASS A-V] CERTIFICATES AS OF ANY DATE OF
DETERMINATION IS EQUAL TO THE AGGREGATE STATED PRINCIPAL BALANCE OF THE MORTGAGE
LOANS CORRESPONDING TO THE UNCERTIFICATED REMIC REGULAR INTERESTS REPRESENTED BY
SUCH [INTEREST ONLY/CLASS A-V] CERTIFICATES.]
DISTRIBUTIONS ON THIS CERTIFICATE WILL BE MADE EITHER BY THE
MASTER SERVICER ACTING ON BEHALF OF THE TRUSTEE OR BY A PAYING AGENT APPOINTED
BY THE TRUSTEE IN IMMEDIATELY AVAILABLE FUNDS (BY WIRE TRANSFER OR OTHERWISE)
FOR THE ACCOUNT OF THE PERSON ENTITLED THERETO IF SUCH PERSON SHALL HAVE SO
NOTIFIED THE MASTER SERVICER OR SUCH PAYING AGENT, OR BY CHECK MAILED TO THE
ADDRESS OF THE PERSON ENTITLED THERETO, AS SUCH NAME AND ADDRESS SHALL APPEAR ON
THE CERTIFICATE REGISTER.
NOTWITHSTANDING THE ABOVE, THE FINAL DISTRIBUTION ON THIS
CERTIFICATE WILL BE MADE AFTER DUE NOTICE OF THE PENDENCY OF SUCH DISTRIBUTION
AND ONLY UPON PRESENTATION AND SURRENDER OF THIS CERTIFICATE AT THE OFFICE OR
AGENCY APPOINTED BY THE TRUSTEE FOR THAT PURPOSE IN THE CITY AND STATE OF NEW
YORK. THE [INITIAL CERTIFICATE PRINCIPAL BALANCE] [INITIAL [INTEREST ONLY/CLASS
A-V] NOTIONAL AMOUNT] OF THIS CERTIFICATE IS SET FORTH ABOVE.] [THE CERTIFICATE
PRINCIPAL BALANCE HEREOF WILL BE REDUCED TO THE EXTENT OF DISTRIBUTIONS
ALLOCABLE TO PRINCIPAL AND ANY REALIZED LOSSES ALLOCABLE HERETO.]
THIS CERTIFICATE IS ONE OF A DULY AUTHORIZED ISSUE OF
CERTIFICATES ISSUED IN SEVERAL CLASSES DESIGNATED AS MORTGAGE PASS-THROUGH
CERTIFICATES OF THE SERIES SPECIFIED HEREON (HEREIN COLLECTIVELY CALLED THE
"CERTIFICATES").
THE CERTIFICATES ARE LIMITED IN RIGHT OF PAYMENT TO CERTAIN
COLLECTIONS AND RECOVERIES RESPECTING THE MORTGAGE LOANS, ALL AS MORE
SPECIFICALLY SET FORTH HEREIN AND IN THE AGREEMENT. IN THE EVENT MASTER SERVICER
FUNDS ARE ADVANCED WITH RESPECT TO ANY MORTGAGE LOAN, SUCH ADVANCE IS
REIMBURSABLE TO THE MASTER SERVICER, TO THE EXTENT PROVIDED IN THE AGREEMENT,
FROM RELATED RECOVERIES ON SUCH MORTGAGE LOAN OR FROM OTHER CASH THAT WOULD HAVE
BEEN DISTRIBUTABLE TO CERTIFICATEHOLDERS.
AS PROVIDED IN THE AGREEMENT, WITHDRAWALS FROM THE CUSTODIAL ACCOUNT AND/OR
THE
CERTIFICATE ACCOUNT CREATED FOR THE BENEFIT OF CERTIFICATEHOLDERS MAY BE MADE BY
THE MASTER SERVICER FROM TIME TO TIME FOR PURPOSES OTHER THAN DISTRIBUTIONS TO
CERTIFICATEHOLDERS, SUCH PURPOSES INCLUDING WITHOUT LIMITATION REIMBURSEMENT TO
THE COMPANY AND THE MASTER SERVICER OF ADVANCES MADE, OR CERTAIN EXPENSES
INCURRED, BY EITHER OF THEM.
THE AGREEMENT PERMITS, WITH CERTAIN EXCEPTIONS THEREIN PROVIDED,
THE AMENDMENT OF THE AGREEMENT AND THE MODIFICATION OF THE RIGHTS AND
OBLIGATIONS OF THE COMPANY, THE MASTER SERVICER AND THE TRUSTEE AND THE RIGHTS
OF THE CERTIFICATEHOLDERS UNDER THE AGREEMENT AT ANY TIME BY THE COMPANY, THE
MASTER SERVICER AND THE TRUSTEE WITH THE CONSENT OF THE HOLDERS OF CERTIFICATES
EVIDENCING IN THE AGGREGATE NOT LESS THAN 66% OF THE PERCENTAGE INTERESTS OF
EACH CLASS OF CERTIFICATES AFFECTED THEREBY. ANY SUCH CONSENT BY THE HOLDER OF
THIS CERTIFICATE SHALL BE CONCLUSIVE AND BINDING ON SUCH HOLDER AND UPON ALL
FUTURE HOLDERS OF THIS CERTIFICATE AND OF ANY CERTIFICATE ISSUED UPON THE
TRANSFER HEREOF OR IN EXCHANGE HEREFOR OR IN LIEU HEREOF WHETHER OR NOT NOTATION
OF SUCH CONSENT IS MADE UPON THE CERTIFICATE. THE AGREEMENT ALSO PERMITS THE
AMENDMENT THEREOF IN CERTAIN CIRCUMSTANCES WITHOUT THE CONSENT OF THE HOLDERS OF
ANY OF THE CERTIFICATES AND, IN CERTAIN ADDITIONAL CIRCUMSTANCES, WITHOUT THE
CONSENT OF THE HOLDERS OF CERTAIN CLASSES OF CERTIFICATES.
AS PROVIDED IN THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS
THEREIN SET FORTH, THE TRANSFER OF THIS CERTIFICATE IS REGISTRABLE IN THE
CERTIFICATE REGISTER UPON SURRENDER OF THIS CERTIFICATE FOR REGISTRATION OF
TRANSFER AT THE OFFICES OR AGENCIES APPOINTED BY THE TRUSTEE IN THE CITY AND
STATE OF NEW YORK, DULY ENDORSED BY, OR ACCOMPANIED BY AN ASSIGNMENT IN THE FORM
BELOW OR OTHER WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
TRUSTEE AND THE CERTIFICATE REGISTRAR DULY EXECUTED BY THE HOLDER HEREOF OR SUCH
HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING, AND THEREUPON ONE OR MORE NEW
CERTIFICATES OF AUTHORIZED DENOMINATIONS EVIDENCING THE SAME CLASS AND AGGREGATE
PERCENTAGE INTEREST WILL BE ISSUED TO THE DESIGNATED TRANSFEREE OR TRANSFEREES.
THE CERTIFICATES ARE ISSUABLE ONLY AS REGISTERED CERTIFICATES
WITHOUT COUPONS IN CLASSES AND IN DENOMINATIONS SPECIFIED IN THE AGREEMENT. AS
PROVIDED IN THE AGREEMENT AND SUBJECT TO CERTAIN LIMITATIONS THEREIN SET FORTH,
CERTIFICATES ARE EXCHANGEABLE FOR NEW CERTIFICATES OF AUTHORIZED DENOMINATIONS
EVIDENCING THE SAME CLASS AND AGGREGATE PERCENTAGE INTEREST, AS REQUESTED BY THE
HOLDER SURRENDERING THE SAME.
NO SERVICE CHARGE WILL BE MADE FOR ANY SUCH REGISTRATION OF
TRANSFER OR EXCHANGE, BUT THE TRUSTEE MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO
COVER ANY TAX OR OTHER GOVERNMENTAL CHARGE PAYABLE IN CONNECTION THEREWITH.
THE COMPANY, THE MASTER SERVICER, THE TRUSTEE AND THE CERTIFICATE
REGISTRAR AND ANY AGENT OF THE COMPANY, THE MASTER SERVICER, THE TRUSTEE OR THE
CERTIFICATE REGISTRAR MAY TREAT THE PERSON IN WHOSE NAME THIS CERTIFICATE IS
REGISTERED AS THE OWNER HEREOF FOR ALL PURPOSES, AND NEITHER THE COMPANY, THE
MASTER SERVICER, THE TRUSTEE NOR ANY SUCH AGENT SHALL BE AFFECTED BY NOTICE TO
THE CONTRARY.
THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
THE OBLIGATIONS CREATED BY THE AGREEMENT IN RESPECT OF THE CERTIFICATES AND
THE TRUST
FUND CREATED THEREBY SHALL TERMINATE UPON THE PAYMENT TO CERTIFICATEHOLDERS OF
ALL AMOUNTS HELD BY OR ON BEHALF OF THE TRUSTEE AND REQUIRED TO BE PAID TO THEM
PURSUANT TO THE AGREEMENT FOLLOWING THE EARLIER OF (I) THE MATURITY OR OTHER
LIQUIDATION OF THE LAST MORTGAGE LOAN SUBJECT THERETO OR THE DISPOSITION OF ALL
PROPERTY ACQUIRED UPON FORECLOSURE OR DEED IN LIEU OF FORECLOSURE OF ANY
MORTGAGE LOAN AND (II) THE PURCHASE BY THE MASTER SERVICER FROM THE TRUST FUND
OF ALL REMAINING MORTGAGE LOANS AND ALL PROPERTY ACQUIRED IN RESPECT OF SUCH
MORTGAGE LOANS, THEREBY EFFECTING EARLY RETIREMENT OF THE CERTIFICATES. THE
AGREEMENT PERMITS, BUT DOES NOT REQUIRE, THE MASTER SERVICER TO (I) PURCHASE AT
A PRICE DETERMINED AS PROVIDED IN THE AGREEMENT ALL REMAINING MORTGAGE LOANS AND
ALL PROPERTY ACQUIRED IN RESPECT OF ANY MORTGAGE LOAN OR (II) PURCHASE IN WHOLE,
BUT NOT IN PART, ALL OF THE CERTIFICATES FROM THE HOLDERS THEREOF; PROVIDED,
THAT ANY SUCH OPTION MAY ONLY BE EXERCISED IF THE POOL STATED PRINCIPAL BALANCE
OF THE MORTGAGE LOANS AS OF THE DISTRIBUTION DATE UPON WHICH THE PROCEEDS OF ANY
SUCH PURCHASE ARE DISTRIBUTED IS LESS THAN TEN PERCENT OF THE CUT-OFF DATE
PRINCIPAL BALANCE OF THE MORTGAGE LOANS.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
UNLESS THE CERTIFICATE OF AUTHENTICATION HEREON HAS BEEN EXECUTED
BY THE CERTIFICATE REGISTRAR, BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE
ENTITLED TO ANY BENEFIT UNDER THE AGREEMENT OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE
DULY EXECUTED.
DATED: ________________ [TRUSTEE],
AS TRUSTEE
BY: _________________________
AUTHORIZED SIGNATORY
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A- ] Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass- Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated: Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________for the account of __________________
account number ______________-, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT
EITHER (A) SUCH TRANSFEREE IS NOT AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING
ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY PLAN (A "PLAN INVESTOR"), (B) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS AMENDED BY PTE
97-34, 62 FED. REG. 39021 (JULY 21, 1997), AND PTE 2000-58, 65 FED. REG. 67765
(NOVEMBER 13, 2000) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE
ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT
SUCH CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN "BBB-"
(OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C)(I) THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS TO BE USED BY IT TO
PURCHASE THE CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (WITHIN THE
MEANING OF U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED (EACH ENTITY THAT SATISFIES THIS CLAUSE (C), A
"COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD IN
VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING
TRANSFEREE THAT EITHER (I) IS NOT A PLAN INVESTOR, (II) ACQUIRED SUCH
CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION OR (III) IS A COMPLYING
INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL
RIGHTS AND OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE DATE OF
SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO LIABILITY TO
ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING
TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
Certificate No._______ [______]% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
---
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class M Certificates:
________________ $___________________________
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $__________________________
Residential Funding Corporation CUSIP: _______- _________
Assumed Final Distribution Date:
__________________
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES ________
evidencing a percentage interest in any distributions allocable to the
Class M- Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Certificate
Principal Balance of this Certificate by the aggregate Certificate Principal
Balance of all Class M- Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding Mortgage Securities I,
Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Series Supplement, dated as specified above, to the Standard Terms of Pooling
and Servicing Agreement dated as of ________________ (together, the "Pooling and
Servicing Agreement" or the "Agreement") among the Company, the Master Servicer
and ___________, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, any transferee of this Certificate will be
deemed to have represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (A) such transferee is not a Plan
Investor, (B) it has acquired and is holding this Certificate in reliance on the
RFC Exemption and that it understands that there are certain conditions to the
availability of the RFC Exemption including that this Certificate must be rated,
at the time of purchase, not lower than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch or Xxxxx'x or (C) the transferee is a Complying Insurance Company.
In addition, any purported Certificate Owner whose acquisition or holding of
this Certificate (or interest herein) was effected in violation of the
restrictions in Section 5.02(e) of the Agreement shall indemnify and hold
harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries
on such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Xxxxxx's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of
the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass- Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-------
----------------------------
Signature by or on behalf of assignor
----------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________for the account of __________________
account number ______________-, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES]
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
Certificate No.________ [_______]% Pass-Through Rate
Class B- _____Subordinate Aggregate Certificate
Date of Pooling and Servicing Principal Balance
Agreement and Cut-off Date: of the Class B- _______
________________ Certificates as of
First Distribution Date: the Cut-off Date:
________________ $ ____________________
Master Servicer: Initial Certificate Principal
Residential Funding Corporation Balance of this Certificate:
Assumed Final Distribution Date: $ ___________________________
____________________
CUSIP _______________________
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions allocable
to the Class B- Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _______________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class B- Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Series Supplement, dated as specified
above, to the Standard Terms of Pooling and Servicing Agreement dated as of
________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and ___________, 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 on
the first Distribution Date specified above, 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 next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by Section 5.02(e) of the Agreement. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar acting
on behalf of the Trustee against any liability that may result if the transfer
is not so exempt or is not made in accordance with such Federal and state laws.
In connection with any such transfer, the Trustee will also require either (i)
an opinion of counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer with respect to the
permissibility of such transfer under the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class B Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code or (ii) a representation letter, in the form as described by the Agreement,
either stating that the transferee is not an employee benefit or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan, or stating that
the transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Xxxxxx's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B- Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass- Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-------
-----------------------------
Signature by or on behalf of assignor
-----------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________for the account of __________________
account number ______________-, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON- UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No.________ [______]% Pass-Through Rate
Class R[-__] Senior Aggregate Initial Certificate
Date of Pooling and Servicing Principal Balance of the
Agreement and Cut-off Date: Class R[-__] Certificates:
________________ $100.00
First Distribution Date: Initial Certificate Principal
________________ Balance of this Certificate:
Master Servicer: $ ____________________
Residential Funding Corporation Percentage Interest:
Assumed Final Distribution Date: ______________ %
________________ CUSIP _______- __________
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES _______
evidencing a percentage interest in any distributions allocable to the
Class R[-__] Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R[-__] Certificates, both as
specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Series Supplement, dated as
specified above, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement" or the
"Agreement") among the Company, the Master Servicer and ___________, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to
be bound by the restrictions set forth in the Agreement to the effect that (i)
each person holding or acquiring any Ownership Interest in this Certificate must
be a United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company 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 Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R[-__] Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class R Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Xxxxxx's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but
the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the Master Servicer
to (i) purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: ________________ [Trustee],
as Trustee
By: _________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R[-__] Certificates referred to in the
within-mentioned Agreement.
[Trustee],
as Certificate Registrar
By: _________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass- Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
-------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _______________________for the account of __________________
account number ______________-, or, if mailed by check, to
____________________________. Applicable statements should be mailed to
________________________.
This information is provided by _____________________, the assignee named
above, or ________________, as its agent.
EXHIBIT E
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this day of , 20
, by and between Residential Funding Corporation, its successors and assigns
("Residential Funding") and (the "Seller/Servicer," and, together with
Residential Funding, the "parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. REPRESENTATIONS AND WARRANTIES.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in
good standing under the laws of its jurisdiction of
organization, is qualified, if necessary, to do business
and in good standing in each jurisdiction in which it is
required to be so qualified, and has the requisite power
and authority to enter into this Contract and all other
agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either
party, that could affect the validity or prospective
validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under
this Contract is concerned, neither party is in violation
of any charter, articles of incorporation, bylaws,
mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and
none of the foregoing adversely affects its capacity to
fulfill any of its obligations under this Contract. Its
execution of, and performance pursuant to, this Contract
will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made
by the Seller/Servicer pursuant to subparagraph (a) of this
paragraph 3, the Seller/Servicer makes the representations,
warranties and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the certified
Resolution of Board of Directors which authorizes the execution
and delivery of this Contract.
4. REMEDIES OF RESIDENTIAL FUNDING.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. PRIOR AGREEMENTS SUPERSEDED.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. ASSIGNMENT.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. NOTICES.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (_____) _____-_________
9. JURISDICTION AND VENUE.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with
respect to the maintenance of any such action or proceeding in any such forum.
Each of the parties agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law. Each of the parties
further agrees not to institute any legal actions or proceedings against the
other party or any director, officer, employee, attorney, agent or property of
the other party, arising out of or relating to this Contract in any court other
than as hereinabove specified in this paragraph 9.
10. MISCELLANEOUS.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal] ______________________________________
(Name of Seller/Servicer)
By: _________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title: _______________________ Title:_________________________________
ATTEST: RESIDENTIAL FUNDING CORPORATION
[Corporate Seal]
By:_________________________ By:___________________________________
(Signature) (Signature)
By:_________________________ By:___________________________________
(Typed Name) (Typed Name)
Title:________________________ Title:_________________________________
EXHIBIT F
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name:
Title:
Date:
EXHIBIT G-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series _______,
Class R[-__] (the "Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of ] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R[-__] Certificates, and (iii) is acquiring the Class R[-__]
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means an electing large partnership under Section 775 of the Code, the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R[-__] Certificates to disqualified organizations or electing
large partnerships, under the Code, that applies to all transfers of Class
R[-__] Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on
each such partnership), or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-__] Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment
or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R[-__] Certificates if either the pass-through entity is an
electing large partnership under Section 775 of the Code or if at any time
during the taxable year of the pass-through entity a disqualified organization
is the record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except in the
case of a partnership, to the extent provided in Treasury regulations), or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R[- __] Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face of
the Class R[-__] Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R[-__] Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R[-__] Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is ________________.
10. This affidavit and agreement relates only to the Class R[-__]
Certificates held by the Owner and not to any other holder of the Class R[-__]
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R[-__] Certificates.
11. That no purpose of the Owner relating to the transfer of any of the
Class R[-__] Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it will
be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the
Class R[-__] Certificate that the Owner intends to pay taxes associated with
holding such Class R[- __] Certificate as they become due, fully understanding
that it may incur tax liabilities in excess of any cash flows generated by the
Class R[-__] Certificate.
13. That the Owner has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding for so long as any of the
Class R[-__] Certificates remain outstanding.
14. (a) The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan; or
(b) The Purchaser will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that the Purchaser will not transfer such Certificates to any Plan or
person unless either such Plan or person meets the requirements set forth in
either (a) or (b) above.
Capitalized terms used but not defined herein shall have the
meanings assigned in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this day of _____,___ 200__.
[NAME OF OWNER]
By:__________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
-----------------------------------
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ___ day of ________, 200 __.
-----------------------------------
NOTARY PUBLIC
COUNTY OF _______________________
STATE OF _________________________
My Commission expires the ____ day of _____, 20__ .
EXHIBIT G-2
FORM OF TRANSFEROR CERTIFICATE
__________ , 20__
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
[Trustee]
Attention: Residential Funding Corporation Series _______
Re: Mortgage Pass-Through Certificates,
Series ________, Class R[-__]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_____________________ (the "Seller") to _____________________(the "Purchaser")
of $______________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"),
pursuant to Section 5.02 of the Series Supplement, dated as of ________________,
to the Standard Terms of Pooling and Servicing Agreement dated as of
________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and __________, as trustee
(the "Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit G-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R[-__]
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
__________________________________
(Seller)
By:________________________________
Name:______________________________
Title:_____________________________
EXHIBIT H
FORM OF INVESTOR REPRESENTATION LETTER
______________ , 20___
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
[Trustee]
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series ________
RE: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
Ladies and Gentlemen:
_________________- (the "Purchaser") intends to purchase from
_________________ (the "Seller") $_____________ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series ________, Class (the
"Certificates"), issued pursuant to the Series Supplement, dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
_____________, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that:
1. The Purchaser understands that (a) the Certificates have not
been and will not be registered or qualified under the Securities Act of
1933, as amended (the "Act") or any state securities law, (b) the
Company is not required to so register or qualify the Certificates, (c)
the Certificates may be resold only if registered and qualified pursuant
to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the
Pooling and Servicing Agreement contains restrictions regarding the
transfer of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________, 20___, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Company or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company did
not participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the
Company with respect to any damage, liability, claim or expense
arising out of, resulting from or in connection with (a) error or
omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise transfer any Certificate, any
interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a
pledge, disposition of other transfer of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate
or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or
in any other manner or (e) take any other action, that (as to any
of (a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA), or Section 4975 of the
Internal Revenue Code of 1986, as amended ("Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section
4975 of the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either 6(a), (b) or (c)
above.
Very truly yours,
By:________________________________
Name: _____________________________
Title:______________________________
EXHIBIT I
FORM OF TRANSFEROR REPRESENTATION LETTER
_________, 20___
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates,
Series ________, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____________________ (the "Seller") to
____________________ (the "Purchaser") of __________________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class
(the "Certificates"), issued pursuant to the Series Supplement, dated as of
________________, to the Standard Terms of Pooling and Servicing Agreement dated
as of ________________ (together, the "Pooling and Servicing Agreement") among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and __________, as trustee
(the "Trustee"). The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
________________________________
Seller)
By:________________________________
Name:______________________________
Title:_____________________________
EXHIBIT J
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Series Supplement, dated
as of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (the "Agreement") among Residential Funding
Corporation as Master Servicer, Residential Funding Mortgage Securities I, Inc.
as depositor pursuant to Section 5.02 of the Agreement and __________, as
trustee, as follows:
(a) The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable
of evaluating the merits and risks of investment in the Rule 144A
Securities.
(c) The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the 1933 Act or that would render the disposition of the
Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has
it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to
it is being made in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified institutional
buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (a "Plan"),
or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101;
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60; or
(c) has provided the Trustee, the Company and the Master Servicer
with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the
effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in
the Pooling and Servicing Agreement. ]
4. This document may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By:________________________________ By:____________________________
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. ________________________________ No:____________________________
Date: ______________________________ Date:__________________________
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For
Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code.
Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934.
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and which is subject to supervision by
the insurance commissioner or a similar official or agency of a State or
territory or the District of Columbia.
State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.
ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.
Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the
Xxxxx has obtained a current representation letter from such third party or
taken other appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified institutional
buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
-------------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Date:
-------------------------------------------
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
The Buyer owned $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in the
aggregate $ in securities (other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
10. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
11. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
12. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
13. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
-------------------------------------------
Name:
------------------------------------
Title:
------------------------------------
IF AN ADVISOR:
Print Name of Buyer
Date:
-------------------------------------------
EXHIBIT K
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether it or any Sub-Servicer will be entitled
to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for
Advances or Sub-Servicer Advances previously made, (which will not be Advances
or Sub-Servicer Advances that were made with respect to delinquencies which were
subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Sub-Servicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or such lower amount
as may be established pursuant to Section 12.02. Residential Funding's
obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
EXHIBIT L
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series ________
___________, 20____
[Trustee]
Attention: Residential Funding Corporation Series ________
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Series Supplement, dated as
of ________________, to the Standard Terms of Pooling and Servicing Agreement
dated as of ________________ (together, the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and __________ (the "Trustee") as amended by Amendment No. thereto,
dated as of , with respect to the Mortgage Pass-Through Certificates, Series
________ (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
xxxxxx acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
Acknowledged by:
[Trustee],
as Trustee
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
_____________, 20______
Residential Funding Mortgage Securities I, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
[Trustee]
Attention: Residential Funding Corporation Series ________
Re: Mortgage Pass-Through Certificates, Series ________ Assignment
of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
___________ (the "Trustee") to _____________________ (the "Lender") of
__________________(the "Mortgage Loan") pursuant to Section 3.13(d) of the
Series Supplement, dated as of ________________, to the Standard Terms of
Pooling and Servicing Agreement dated as of ________________ (together, the
"Pooling and Servicing Agreement") among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
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;
the substance of the assignment is, and is intended to be, a refinancing
of such Mortgage Loan and the form of the transaction is solely to comply with,
or facilitate the transaction under, such local laws;
the Mortgage Loan following the proposed assignment will be modified to
have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and such
assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
EXHIBIT N
FORM OF REQUEST FOR EXCHANGE
[Date]
Bank One, National Association
0 Xxxx Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0126
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series [________]
Residential Funding Corporation, as the Holder of a ____%
Percentage Interest of the [Class/Subclass] of Class A-V Certificates, hereby
requests the Trustee to exchange the above-referenced Certificates for the
Subclasses referred to below:
1. Class A-V Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers
corresponding to the related loans and Pool Strip Rates
from the Mortgage Loan Schedule]. The Initial Subclass
Notional Amount and the initial Pass-Through Rate on the
Class A-V Certificates will be $___________ and _____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate
all of the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of _______,
among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and Bank One National Association , as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
EXHIBIT SIX
CERTIFICATE POLICY
[INSERT]
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