RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
Dated as of March 1, 2001,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2001
Mortgage Pass-Through Certificates
Series 2001-S5
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................5
Section 1.02 Use of Words and Phrases..............................................18
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)
.....................................................................19
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
.....................................................................19
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................19
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
Terms)
....................................................................22
Section 2.05 Execution and Authentication of Certificates....................... ..22
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)
.....................................................................24
Section 4.02 Distributions.........................................................24
Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through (d) of the
Standard Terms and Exhibit Three attached hereto).....................35
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer. (See Section 4.04 of the Standard Terms)
.....................................................................35
Section 4.05 Allocation of Realized Losses.........................................35
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard Terms)
.....................................................................37
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
Standard Terms)
.....................................................................37
Section 4.08 Distributions on the Uncertificated Class A-V REMIC Regular Interests.37
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)......43
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
Section 10.02 of the Standard Terms).................................43
Section 10.03 Designation of REMIC(s)...............................................43
Section 10.04 Distributions on the Uncertificated REMIC I Regular Interests.........43
Section 10.05 Compliance with Withholding Requirements..............................44
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
.....................................................................46
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
Terms)
.....................................................................46
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
Standard Terms)
.....................................................................46
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)
.....................................................................46
Section 11.05 Notices...............................................................46
Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of
the Standard Terms)
.....................................................................47
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
.....................................................................47
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
Standard Terms)
.....................................................................47
Section 11.09 Allocation of Voting Rights...........................................47
ARTICLE XII
[RESERVED]
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of February 1, 2001
Exhibit Five: Aggregate Planned Principal Balances
Exhibit Six: Aggregate Scheduled Principal Balances
This is a Series Supplement, dated as of March 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of February 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 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 A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-8
Certificates, Class A-9 Certificates, Class 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 the
Uncertificated Class 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 A-V
Certificates will represent the entire beneficial ownership interest in the
Uncertificated Class A-V REMIC Regular Interests.
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.
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
-1-
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 7.00% $201,486,147.01 March 25, 2031
Regular Interest V
Uncertificated REMIC I 7.00% $86,822,000.00 March 25, 2031
Regular Interest W
Uncertificated REMIC I 7.00% $23,396,000.00 March 25, 2031
Regular Interest X
Uncertificated REMIC I 0% $627,619.42 March 25, 2031
Regular Interest Y
Uncertificated REMIC I Variable (2) N/A(3) March 25, 2031
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 REMIC I
Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated
Pass-Through Rate" herein
(3) The Uncertificated REMIC I IO Regular Interests have no Uncertificated
Principal Balance.
-2-
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
Certificate
Pass-Through Principal Maturity Xxxxx'x/ Minimum
Designation Rate Balance Features1 Date Fitch Denominations2
$ 86,822,000.00 Senior/PAC/
Class A-1 6.35% Accretion Directed May 25, 2015 Aaa/AAA $25,000
$ 23,396,000.00 Senior/PAC/
Class A-2 6.75% Accretion Directed March 25, 2031 Aaa/AAA $25,000
$ 71,110,000.00Senior/Scheduled/
Class A-3 7.00% Accretion Directed March 25, 2031 Aaa/AAA $25,000
$ 35,000,000.00Senior/Scheduled/
Class A-4 7.00% Accretion Directed March 25, 2031 Aaa/AAA $25,000
Class A-5 7.00% $ 46,500,000.00 Senior/Lockout March 25, 2031 Aaa/AAA $25,000
Class A-6 7.00% $ 21,000,000.00 Senior/Accrual March 25, 2031 Aaa/AAA $25,000
Senior/Scheduled/
$ 440,000.00 Accretion Directed/
Class A-7 7.00% Accrual March 25, 2031 Aaa/AAA $25,000
Senior/Accrual/
$ 15,723,000.00 Accretion Directed/
Class A-8 7.00% Companion March 25, 2031 Aaa/AAA $25,000
Class A-9 7.00% $ 0.003Senior/Interest OnlyMarch 25, 2031 Aaa/AAA 10%
Senior/Principal
Class A-P 0.00% $ 627,619.42 Only March 25, 2031 Aaa/AAA $25,000
_______________
1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9 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 or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the 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 A-9 Certificates shall be issuable
in minimum denominations of not less than a 10% Percentage Interest. For
purposes of the Depository, the Class A-9 Certificates shall initially be
issuable in minimum denominations of not less than $889,761. 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 Class R Certificate 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 As of any Distribution Date, for federal income tax purposes, the Class A-9
Certificates will accrue interest at a fixed rate equal to 7.00% on a
Notional Amount equal to the sum of (A) 13/140 mulitplied by the
Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest
W and (B) 1/28 multiplied by the Uncertificated REMIC I Regular Interest X,
in each case immediately prior to such date.
-3-
Senior/Variable
Class A-V Variable Rate $ Strip March 25, 2031 Aaa/AAA 20%
Class R-I 7.00% $ Senior/Residual March 25, 2031 N/A/AAA 20%
Class R-II 7.00% $ Senior/Residual March 25, 2031 N/A/AAA 20%
Class M-1 7.00% $ 5,934,700.00 Mezzanine March 25, 2031 N/A/AA $25,000
Class M-2 7.00% $ 2,342,500.00 Mezzanine March 25, 2031 N/A/A $250,000
Class M-3 7.00% $ 1,405,500.00 Mezzanine March 25, 2031 N/A/BBB $250,000
Class B-1 7.00% $ 780,900.00 Subordinate March 25, 2031 N/A/BB $250,000
Class B-2 7.00% $ 624,700.00 Subordinate March 25, 2031 N/A/B $250,000
Class B-3 7.00% $ 624,747.01 Subordinate March 25, 2031 N/A $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $312,331,866.43.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
-4-
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class
A-7 Certificates or Class A-8 Certificates.
Accretion Termination Date: Any of the Class A-6 Accretion Termination
Date, Class A-7 Accretion Termination Date or Class A-8 Accretion Termination
Date.
Accrual Certificates: Any one of the Class A-6 Certificates, Class A-7
Certificates or Class A-8 Certificates.
Accrual Distribution Amount: Any of the Class A-6 Accrual Distribution
Amount, Class A- 7 Accrual Distribution Amount or Class A-8 Accrual Distribution
Amount.
Aggregate Planned Principal Balance: With respect to the PAC
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Five hereto.
Aggregate Scheduled Principal Balance: With respect to the Scheduled
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Six hereto.
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)
$100,000 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
-5-
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.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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-S5" and which must be an Eligible
Account.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-P or
Class A-V 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-6 Accretion Termination Date: The earlier to occur of (i) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Accretion Directed Certificates has been reduced to zero and (ii) the Credit
Support Depletion Date.
Class A-7 Accretion Termination Date: The earlier to occur of (i) the
Distribution Date on which the Certificate Principal Balances of the Class A-4
Certificates has been reduced to zero and (ii) the Credit Support Depletion
Date.
-6-
Class A-8 Accretion Termination Date: The earlier to occur of (i) the
Distribution Date on which the aggregate Certificate Principal Balance of the
Scheduled Certificates has been reduced to zero and (ii) the Credit Support
Depletion Date.
Class A-6 Accrual Distribution Amount: With respect to each Distribution
Date prior to the Class A-6 Accretion Termination Date, an amount equal to the
aggregate amount of Accrued Certificate Interest on the Class A-6 Certificates,
for such date, to the extent added to the amount thereof pursuant to Section
4.02(g); provided that, with respect to each Distribution Date on or after the
Class A-6 Accretion Termination Date, the Accrued Certificate Interest on the
Class A-6 Certificates for such date remaining after reduction of the aggregate
Certificate Principal Balance of the Accretion Directed Certificates to zero
will be payable to the Class A-6 Certificateholders pursuant to Section
4.02(a)(i) hereof on the Class A-6 Accretion Termination Date; and provided
further, that if the Class A-6 Accretion Termination Date is the Credit Support
Depletion Date, the entire amount of Accrued Certificate Interest for that date
will be payable to the Class A-6 Certificateholders pursuant to Section
4.02(a)(i) hereof.
Class A-7 Accrual Distribution Amount: With respect to each Distribution
Date prior to the Class A-7 Accretion Termination Date, an amount equal to the
aggregate amount of Accrued Certificate Interest on the Class A-7 Certificates
for such date, to the extent added to the amount thereof pursuant to Section
4.02(e); provided that, with respect to each Distribution Date on or after the
Class A-7 Accretion Termination Date, the Accrued Certificate Interest on the
Class A-7 Certificates for such date remaining after reduction of the
Certificate Principal Balance of the Class A-4 Certificates to zero will be
payable to the Class A-7 Certificateholders pursuant to Section 4.02(a)(i)
hereof on the Class A-7 Accretion Termination Date; and provided further, that
if the Class A-7 Accretion Termination Date is the Credit Support Depletion
Date, the entire amount of Accrued Certificate Interest for that date will be
payable to the Class A-7 Certificateholders pursuant to Section 4.02(a)(i)
hereof.
Class A-8 Accrual Distribution Amount: With respect to each Distribution
Date prior to the Class A-8 Accretion Termination Date, an amount equal to the
aggregate amount of Accrued Certificate Interest on the Class A-8 Certificates
for such date, to the extent added to the Certificate Principal Balance thereof
pursuant to Section 4.02(f); provided that, with respect to each Distribution
Date on or after the Class A-8 Accretion Termination Date, the Accrued
Certificate Interest on the Class A-8 Certificates for such date remaining after
reduction of the aggregate Certificate Principal Balance of the Scheduled
Certificates to zero will be payable to the Class A-8 Certificateholders
pursuant to Section 4.02(a)(i) hereof on the Class A-8 Accretion Termination
Date; and provided further, that if the Class A-8 Accretion Termination Date is
the Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest for that date will be payable to the Class A-8 Certificateholders
pursuant to Section 4.02(a)(i) hereof.
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.
-7-
Closing Date: March 29, 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
instrument is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0126, Attention: Residential Funding Corporation Series 2001-S5.
Corresponding Certificated Interests: With respect to Uncertificated
REMIC I Regular Interest V, the Class A-3 Certificates, Class A-4 Certificates,
Class A-5 Certificates, Class A-6 Certificates, Class A-7 Certificates, Class
A-8 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; with respect to Uncertificated REMIC I
Regular Interest W, the Class A-1 Certificates; with respect to Uncertificated
REMIC I Regular Interest X, the Class A-2 Certificates; with respect to
Uncertificated REMIC I Regular Interest Y, the Class A-P Certificates; and with
respect to the Uncertificated REMIC I IO Regular Interests, the Class A-V
Certificates.
Cut-off Date: March 1, 2001.
Determination Date: With respect to any Distribution Date, the second
Business Day prior to each Distribution Date.
Discount Net Mortgage Rate: 7.00% 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 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, (Y) from the first to the second anniversary of
the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 2.00% 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 with Section 4.05 of this Series Supplement since the most recent
anniversary of the Cut-off Date up to such date of determination
-8-
and (Z) from the second to the fifth anniversary of the Cut-off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 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 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 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.
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.
Initial Monthly Payment Fund: $207,873, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in March 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 the Class A-9 Certificates,
$8,897,614. However, for federal income tax purposes, the Initial Notional
Amount of the Class A-9 Certificates is $110,218,000. 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 on such date.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.90% 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%
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-9 Certificates or Class
A-V Certificates. The Interest Only Certificates will have no Certificate
Principal Balance.
-9-
Lockout Certificates: The Class A-5 Certificates.
Lockout Prepayment Percentage: For any Distribution Date occurring prior
to the Distribution Date in April 2006, 0%. The Lockout Prepayment 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%.
Lockout Scheduled Percentage: For any Distribution Date occurring prior to
the Distribution Date in April 2006, 0%, and for any subsequent Distribution
Date, 100%.
Maturity Date: With respect to each Class of Certificates (other than
the Class A-1 Certificates), March 25, 2031, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. With respect
to the Class A-1 Certificates, May 25, 2015.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (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:
(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");
(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; and
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
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 the Class
A-9 Certificates, an amount equal to the sum of 13/140 multiplied by the
Certificate Principal Balance of the Class A-1 Certificates and 1/28 multiplied
by the Certificate Principal Balance of the Class A-2 Certificates, in each case
immediately prior to that date. As of the Closing Date, the Notional Amount is
equal to approximately $8,897,614. However, for federal income tax purposes, the
Notional Amount of the Class A-9 Certificates will be the sum of (i) the
Uncertificated Principal
-10-
Balance of Uncertificated REMIC I Regular Interest W and (ii) the Uncertificated
REMIC I Regular Interest X, and when a Notional Amount equal to Uncertificated
REMIC I Regular Interest W is multiplied by a Pass-Through Rate of 0.65%, and a
Notional Amount equal to Uncertificated REMIC I Regular Interest X is multiplied
by a Pass-Through Rate of 0.25%, the resulting Accrued Certificate Interest from
the sum of those two amounts will be the economic equivalent of the Accrued
Certificate Interest resulting under the definition thereof. 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), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rates set forth in the Preliminary Statement hereto. However, for federal income
tax purposes, the Pass-Through Rate of the Class A-9 Certificates will be 0.65%
or 0.25%, such that when a Pass-Through Rate of 0.65% is multiplied by a
Notional Amount equal to the Uncertificated Principal Balance of Uncertificated
REMIC I Regular Interest W and a Pass- Through Rate of 0.25% is multiplied by a
Notional Amount equal to the Uncertificated Principal Balance of Uncertificated
REMIC I Regular Interest X, the resulting Accrued Certificate Interest from the
sum of those two amounts will be the economic equivalent of the Accrued
Certificate Interest resulting under the definition thereof. 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 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 A-V Certificates and the initial
Distribution Date the Pass-Through Rate is equal to 0.4299% 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 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.
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.
-11-
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
March 2006 (unless the Certificate Principal Balances of the 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 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.
-12-
Principal Only Certificates: Any one of the Class A-P Certificates.
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,
and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election specifically excludes
the Initial Monthly Payment Fund.
REMIC I Certificates: The Class R-I Certificates.
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 A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-P, Class 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.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-P, Class
A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates.
Scheduled Certificates: Any of the Class A-3 Certificates, Class A-4
Certificates or Class A-7 Certificates.
Senior Certificate: Any one of the Class A Certificates 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.
-13-
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) 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 A-P Certificateholders pursuant to Section 4.02(c) of this Series
Supplement and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii) of this Series Supplement.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,123,319 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 41.0%
(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
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
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 below the
-14-
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 each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class 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 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 and the Initial Monthly Payment Fund.
Uncertificated Class A-V REMIC Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated Class 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 A-V REMIC Pass-Through
Rate and the notional amount of such uncertificated interest was equal to the
related Uncertificated Class 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 A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated Class A-V REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Class A-V REMIC Notional Amount and such Distribution Date.
Uncertificated Class A-V REMIC Notional Amount: With respect to each
Uncertificated Class A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC I IO Notional Amount.
Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each
Uncertificated Class A-V REMIC Regular Interest, the related Uncertificated
REMIC I Pass-Through Rate.
-15-
Uncertificated Class A-V REMIC Regular Interest Distribution Amounts:
With respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated Class AV REMIC Regular Interests for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated Class A-V REMIC Regular Interests: The 754 uncertificated
partial undivided beneficial ownership interests in the Trust Fund numbered
sequentially from 1 through 754 each relating to the particular Mortgage 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)
$201,486,147.01 with respect to Uncertificated REMIC I Regular Interest V, (ii)
$86,822,000.00 with respect to Uncertificated REMIC I Regular Interest W, (iii)
$23,396,000.00 with respect to Uncertificated REMIC I Regular Interest X and
(iii) $627,619.42 with respect to Uncertificated REMIC I Regular Interest Y,
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 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 A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 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,
(ii) as to Uncertificated REMIC I Regular Interest W, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-1 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 X, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-2 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 Y, the
Uncertificated REMIC I Regular Interest Y will receive no Uncertificated REMIC I
Accrued Interest and (v) as to each Uncertificated REMIC 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 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
-16-
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 IO Notional Amount: With respect to each
Uncertificated REMIC I IO Regular Interest, the aggregate Stated Principal
Balance of the related Non-Discount Mortgage Loan.
Uncertificated REMIC I IO Regular Interests: The 754 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 7.00%, 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 Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests V, W, X and Y, 7.00%, 7.00%, 7.00% and
0.00%, respectively. With respect to the Uncertificated REMIC I IO Regular
Interests, an amount equal to the Pool Strip Rate for the related Mortgage Loan.
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 A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 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, and which bears interest at a rate equal to 7.00% 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 A-1
Certificates, and which bears interest at a rate equal to 7.00% 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 A-2
Certificates, and which bears interest at a rate equal to 7.00% 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 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 V, Uncertificated REMIC I Regular Interest W, Uncertificated REMIC I
Regular Interest X, Uncertificated REMIC I Regular Interest Y and the
Uncertificated REMIC I IO Regular Interests.
Uncertificated REMIC I IO Regular Interest Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I IO Regular Interest for such
Distribution Date pursuant to Section 10.04(a).
-17-
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 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 and the
Uncertificated REMIC I IO Regular Interest Distribution Amount.
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 definitions set forth herein include both the singular and the
plural.
-18-
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 Exhibit One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the 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, except in the
case of three Mortgage Loans representing approximately 0.3% of
the Mortgage Loans, 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 such
balance 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;
-19-
(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 1.0% of the Mortgage 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 0.8% of the Mortgage 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) 12.59% of the Mortgage Loans 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 Mortgage Loans are 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;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged
-20-
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.
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 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.
-21-
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.
-22-
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(See Article III of the Standard Terms)
-23-
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 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, 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:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and prior to the related Accretion Termination
Date, the related Accrual Certificates, to the extent of the
related Accrual Distribution Amount) on a pro rata basis based on
Accrued Certificate Interest payable on such Certificates with
respect to such Distribution Date, Accrued Certificate Interest
on such Classes of Certificates (or Subclasses, if any, with
respect to the Class 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 "Senior Interest
Distribution Amount"); and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(ii) through Section 4.02(b)(vii), the sum of
the following (applied to reduce the Certificate Principal
Balances of such Senior Certificates, as applicable):
-24-
(A) the 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),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the preceding
calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b) 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 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); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the preceding calendar month (or
deemed to have been so received in accordance with
Section 3.07(b) 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 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
-25-
Extraordinary Losses, an amount equal to the lesser of (a)
the Senior Percentage for such Distribution Date times the
Stated Principal Balance of such Mortgage Loan (other than
the related Discount Fraction of such Stated Principal
Balance, with respect to each Discount Mortgage Loan) and
(b) the Senior Accelerated Distribution Percentage for
such Distribution Date times the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 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 Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full received in the related
Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(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 such
-26-
Distribution Date, 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 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 such Distribution Date, 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 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 such Class of Certificates for such Distribution Date 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 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 such Class of Certificates for such Distribution Date 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 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;
-27-
(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 such Class of Certificates for such Distribution Date 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 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 such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the 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 remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Senior Certificates, but in no event
more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and
thereafter, to each Class of Subordinate Certificates then
outstanding beginning with such Class with the Highest Priority,
any portion of the Available Distribution Amount remaining after
the Senior Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Subordinate
Certificates; and
(xvii) to the Class R-II Certificates, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be
-28-
distributable only to the extent that such unpaid Accrued Certificate Interest
was attributable to interest shortfalls relating to the failure of the Master
Servicer to make any required Advance, or the determination by the Master
Servicer that any proposed Advance would be a Nonrecoverable Advance with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition or the related Liquidation
Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to
the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the
"Class A-P Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
or, in the case of Principal Prepayments in Full, during
the related Prepayment Period (other than amounts received
in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C)
below), including Principal Prepayments in Full,
Curtailments and repurchases (including deemed repurchases
under Section 3.07(b) of the Standard Terms) of Discount
Mortgage Loans (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 that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
-29-
(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Class A-7 Accrual Distribution
Amount shall be distributed to the Class A-4 Certificates, until
the Certificate Principal Balance thereof has been reduced to
zero;
(iii) an amount equal to the Class A-8 Accrual
Distribution Amount shall be distributed to the Class A-3
Certificates, Class A-4 Certificates and Class A-7 Certificates,
with such amount to be allocated to such Certificates in the
manner and priority set forth in clauses (iv)(E)(1) and (2)
below;
(iv) an amount equal to the Class A-6 Accrual Distribution
Amount shall be distributed to the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates,
Class A-7 Certificates and Class A-8 Certificates, with such
amount to be allocated to such Certificates in the manner and
priority set forth in clauses (vi)(B) through (F) below;
(v) the Senior Principal Distribution Amount shall be
distributed concurrently, to the Class R-I Certificates and Class
R-II Certificates, on a pro rata basis in accordance with their
respective outstanding Certificate Principal Balances, until the
Certificate Principal Balances thereof have been reduced to zero;
(vi) the balance of the Senior Principal Distribution
Amount remaining after the distribution described in clause (v) above
shall be distributed in the following manner and priority:
(A) first, to the Lockout Certificates in reduction
of the Certificate Principal Balance thereof, in an amount
equal to the sum of the following:
(1) the Lockout Scheduled Percentage of the
Lockout Certificates' share (based on the
Certificate Principal Balance thereof plus
$23,250,000, relative to the aggregate Certificate
Principal Balance of all classes of Senior
Certificates (other than the Class A-P
Certificates)) of the aggregate of amounts
described in clauses (ii)(Y)(A), (B) and (E) (to
the extent clause (E) relates to clauses (A) and
(B)) of Section 4.02(a) (after application of the
Senior Percentage and Senior Accelerated
Distribution Percentage); and
(2) the Lockout Prepayment Percentage of the
Lockout Certificates' share (based on the
Certificate Principal Balance thereof plus
$23,250,000, relative to the aggregate Certificate
Principal Balance of all classes of Senior
Certificates (other than the Class A-P
-30-
Certificates)) of the aggregate of amounts
described in clauses (ii)(Y)(C) of Section 4.02(a)
(after application of the Senior Percentage and
without application of the Senior Accelerated
Distribution Percentage);
provided that, if the aggregate of the amounts set
forth in clauses (ii)(Y)(A), (B), (C) and (E) of
Section 4.02(a) is more than the balance of the
Available Distribution Amount remaining after the
Senior Interest Distribution Amount and the Class
A-P Distribution Amount have been distributed, the
amount paid to the Lockout Certificates pursuant to
this clause (vi)(A) shall be reduced by an amount
equal to the Lockout Certificates' pro rata share
(based on the aggregate Certificate Principal
Balance thereof relative to the aggregate
Certificate Principal Balance of the Senior
Certificates (other than the Class A-P
Certificates)) of such difference;
(B) second, sequentially, to the Class A-1
Certificates and Class A-2 Certificates, until the
aggregate of the Certificate Principal Balances of the
Class A-1 Certificates and Class A-2 Certificates has been
reduced to the Aggregate Planned Principal Balance for
such Distribution Date;
(C) third, to the Class A-3 Certificates, Class A-4
Certificates and Class A-7 Certificates, until the
aggregate of the Certificate Principal Balances of the
Class A-3 Certificates, Class A-4 Certificates and Class
A-7 Certificates has been reduced to the Aggregate
Scheduled Principal Balance for such Distribution Date,
concurrently on a pro rata basis, in accordance with the
respective aggregate outstanding Certificate Principal
Balances of such Classes of Certificates, as follows:
(1) to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(2) to the Class A-4 Certificates and Class A-7
Certificates, in that order, in each case until the
Certificate Principal Balance thereof has been reduced to
zero;
(D) fourth, to the Class A-8 Certificates, until
the Certificate Principal Balance thereof has been reduced
to zero;
(E) fifth, to the Class A-3 Certificates, Class A-4
Certificates and Class A-7 Certificates, without regard to
the Aggregate Scheduled Principal Balance for such
Distribution Date, concurrently on a pro rata basis, in
accordance with the respective aggregate outstanding
Certificate Principal Balances of such Classes of
Certificates, as follows:
-31-
(1) to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
(2) to the Class A-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero, and then to the Class A-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(F) sixth, sequentially, to the Class A-1
Certificates and Class A-2 Certificates, without regard to
the Aggregate Planned Principal Balance for such
Distribution Date, in each case until the Certificate
Principal Balance thereof has been reduced to zero; and
(G) seventh, to the Class A-6 Certificates, until
the Certificate Principal Balance thereof has been reduced
to zero; and
(vii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in clauses
(vi)(A) through (G) above shall be distributed to the Lockout
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero.
(c) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates
(other than the Class A-P Certificates) will be disregarded, and (i) an
amount equal to the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received or advanced in
respect of the Discount Mortgage Loans will be distributed to the Class
A-P Certificates, (ii) the Senior Principal Distribution Amount will be
distributed to the remaining Senior Certificates (other than the Class
A-P Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances, and (iii) the amount set
forth in Section 4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-P Certificates, Class
A-V Certificates, Class M Certificates and Class B Certificates, in each
case as described herein.
(e) On each Distribution Date prior to the Class A-7 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-7 Certificates shall
be added to Certificate Principal Balance of the Class A-7 Certificates.
On or after the Class A-7 Accretion Termination Date, the entire amount
of Accrued Certificate Interest on the Class A-7 Certificates for such
Distribution Date shall be payable to the Class A-7 Certificateholders
pursuant to Section 4.02(a)(i) of this Series Supplement to the extent
not required to reduce the Certificate Principal Balance of the Class
-32-
A-4 Certificates to zero on such Accretion Termination Date; provided
that if the Accretion Termination Date is the Credit Support Depletion
Date, the entire amount of Accrued Certificate Interest on the Class A-7
Certificates for such Distribution Date will be paid to the Class A-7
Certificateholders. Any such Accrued Certificate Interest on the Class
A-7 Certificates which is required to be paid to the holders of the
Class A-4 Certificates on the Class A-7 Accretion Termination Date will
be added to the Certificate Principal Balance of the Class A-7
Certificates in the manner described in the first sentence of this
Section 4.02(e).
(f) On each Distribution Date prior to the Class A-8 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-8 Certificates shall
be added to Certificate Principal Balance of the Class A-8 Certificates.
On or after the Class A-8 Accretion Termination Date, the entire amount
of Accrued Certificate Interest on the Class A-8 Certificates for such
Distribution Date shall be payable to the Class A-8 Certificateholders
pursuant to Section 4.02(a)(i) of this Series Supplement to the extent
not required to reduce the aggregate Certificate Principal Balance of
the Class A-3 Certificates, Class A-4 Certificates and Class A-7
Certificates to zero on such Accretion Termination Date; provided that
if the Accretion Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest on the Class A-8
Certificates for such Distribution Date will be paid to the Class A-8
Certificateholders. Any such Accrued Certificate Interest on the Class
A-8 Certificates which is required to be paid to the holders of the
Class A-3 Certificates, Class A-4 Certificates and Class A-7
Certificates on the Class A-7 Accretion Termination Date will be added
to the Certificate Principal Balance of the Class A-8 Certificates in
the manner described in the first sentence of this Section 4.02(f).
(g) On each Distribution Date prior to the Class A-6 Accretion
Termination Date, an amount equal to the Accrued Certificate Interest
that would otherwise be distributed on the Class A-6 Certificates shall
be added to Certificate Principal Balance of the Class A-6 Certificates.
On or after the Class A-6 Accretion Termination Date, the entire amount
of Accrued Certificate Interest on the Class A-6 Certificates for such
Distribution Date shall be payable to the Class A-6 Certificateholders
pursuant to Section 4.02(a)(i) of this Series Supplement to the extent
not required to reduce the aggregate Certificate Principal Balance of
the Class A-1 Certificates and Class A-2 Certificates to zero on such
Accretion Termination Date; provided that if the Accretion Termination
Date is the Credit Support Depletion Date, the entire amount of Accrued
Certificate Interest on the Class A-6 Certificates for such Distribution
Date will be paid to the Class A-6 Certificateholders. Any such Accrued
Certificate Interest on the Class A-6 Certificates which is required to
be paid to the holders of the Class A-1 Certificates and Class A-2
Certificates on the Class A-6 Accretion Termination Date will be added
to the Certificate Principal Balance of the Class A-6 Certificates in
the manner described in the first sentence of this Section 4.02(g).
(h) 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
-33-
Loss was determined to have occurred the Master Servicer receives
amounts, which the Master Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover
estimated expenses, specifically related to such Mortgage Loan
(including, but not limited to, recoveries 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 (with the amounts to be distributed
allocated among such Classes in the same proportions as such Realized
Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
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 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.
(i) 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.
-34-
(j) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03 Statements to Certificateholders. (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 Certificateholders 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 (000) 000-0000. 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. The Trustee shall provide timely and adequate
notification to all the parties mentioned above and to the Certificateholders
regarding any such change.
Section 4.04 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer. (See Section 4.04 of the Standard
Terms)
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, 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
-35-
Principal Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage
Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction
of the principal portion thereof, and the remainder of such Realized Losses on
the Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans will be allocated among all the Senior Certificates
(other than the Class A-P Certificates) on a pro rata basis, as described below.
Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses,
Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the
Senior Certificates (other than the Class A-P Certificates) and Subordinate
Certificates, on a pro rata basis, as described below. The principal portion of
such Realized Losses on the Discount Mortgage Loans will be allocated to the
Class A-P Certificates in an amount equal to the Discount Fraction thereof 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 will be
allocated among the Senior Certificates (other than the Class A-P Certificates)
and Subordinate 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; provided that, in determining the
Certificate Principal Balance of the Accrual Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Accrual Certificates shall be deemed to be equal to the lesser of
(a) the original Certificate Principal Balance of such Certificate and (b) the
Certificate Principal Balance of such Certificate prior to giving effect to
distributions made on such Distribution Date. 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
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.
-36-
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 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 Uncertificated
Class A-V REMIC Regular Interests for such Distribution Date, plus any
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 Uncertificated
Class A-V REMIC Regular Interests on a pro rata basis based on the
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 Uncertificated
Class A-V REMIC Regular Interest Distribution Amounts deemed to have been
received by the Trustee from the Trust Fund under this Section 4.08. The amount
deemed distributable hereunder with respect to the Class A-V Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated Class A-V
REMIC Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated Class
A-V REMIC Regular Interests described in this Section 4.08, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
-37-
ARTICLE V
THE CERTIFICATES
(See Article V of the Standard Terms)
-38-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(See Article VI of the Standard Terms)
-39-
ARTICLE VII
DEFAULT
(See Article VII of the Standard Terms)
-40-
ARTICLE VIII
CONCERNING THE TRUSTEE
(See Article VIII of the Standard Terms)
-41-
ARTICLE IX
TERMINATION
(See Article IX of the Standard Terms)
-42-
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) 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 A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class 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 Class A-V
Certificates, 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 (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 Uncertificated Class A-V REMIC Regular Interest or
Interests specified by the initial Holder of the 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 A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates,
Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates,
Class A-9 Certificates, Class 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).
-43-
(b) The amount described in Section 10.04(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest V, (ii)
Uncertificated REMIC I Regular Interest W, (iii) Uncertificated REMIC I Regular
Interest X, and (iii) Uncertificated REMIC I Regular Interest Y with the amount
to be distributed allocated among such interests in accordance with the priority
assigned to the (i) Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates, (ii) Class A-1 Certificates, (iii) Class A-2 Certificates and
(iv) Class 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)(i) 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 Section 4.02(a), to the Class A-V
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 A-V Certificates shall equal 100% of the amounts
payable with respect to the Uncertificated Class 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 requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
-44-
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 00000-2130,
Master Servicer Attention: Managing Director/Master Servicing
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
Trustee of the Standard Terms
One State Street Plaza
Fitch New York, New York 00000
00 Xxxxxx Xxxxxx
Xxxxx'x Xxx Xxxx, Xxx Xxxx 00000
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
-45-
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. (See
Section 11.06 of the Standard Terms)
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
Section 11.08 Supplemental Provisions for Resecuritization. (See Section
11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
97% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Class A-9 Certificates, Class A-V Certificates and
Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates, 1.0% of all Voting Rights shall be
allocated among the Holders of the Class A-2 Certificates, 1.0% of all Voting
Rights shall be allocated among the Holders of the Class A-V Certificates 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.
-46-
ARTICLE XII
[RESERVED]
-47-
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: Xxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: By:
---------------------------------------
Name: Xxxxx Xxx Xxx Name: Xxxx Xxxxxxxx
Title: Director Title: Managing Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest:
---------------------------------------
Name: By:
Title: Name: Xxxx Xxxxxx
Title: Vice President
-1-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of March, 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]
-2-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of March, 2001 before me, a notary public in and
for said State, personally appeared Xxxx Xxxxxxxx, known to me to be a Managing
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]
-3-
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of March, 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]
-4-
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
RUN ON : 03/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.57.03 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 2001-S5 CUTOFF : 03/01/01
POOL : 0004488
:
:
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
--------------------------------------------------------------------------
2000211 .2500
331,620.72 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3373530 .2500
216,884.60 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
3771032 .2500
186,852.97 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
3787032 .2500
108,402.16 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3809938 .2500
364,875.58 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
3814900 .2500
373,612.55 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
3818555 .2500
146,083.22 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
3826449 .2500
84,843.03 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
3827548 .2500
130,587.17 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
3828544 .3750
137,629.89 .0300
7.1250 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
3828682 .5000
358,744.88 .0800
7.8750 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
3873755 .2500
332,315.05 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
3890821 .2500
289,271.41 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
3895770 .2500
63,427.61 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
3897118 .2500
42,481.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
3905220 .2500
251,665.52 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
3905268 .2500
288,939.11 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
3930488 .2500
175,546.43 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3934666 .2500
59,625.32 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.0000 1.5450
3939762 .2500
339,145.78 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
3945914 .2500
293,541.55 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3954724 .2500
604,278.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
3965274 .2500
298,916.79 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
3966909 .2500
297,689.32 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
3998633 .2500
306,037.39 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4002818 .2500
63,025.08 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4007587 .2500
275,324.32 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4013203 .2500
318,062.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4013350 .2500
424,138.78 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4016183 .2500
379,268.06 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
4031696 .5000
348,224.55 .0300
6.8750 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
4036228 .2500
375,711.07 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4041587 .2500
395,324.54 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
4048353 .2500
448,531.07 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4061294 .2500
349,552.09 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4068221 .2500
548,546.22 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4078345 .2500
318,377.36 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4078347 .2500
305,040.66 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
4089649 .2500
299,293.66 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4090825 .2500
594,596.71 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4094546 .2500
599,084.09 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4096552 .2500
302,372.33 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4108566 .2500
306,017.79 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4115770 .2500
61,459.77 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4121918 .2500
447,890.54 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4121941 .2500
257,527.77 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
4134372 .2500
352,500.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4135366 .2500
423,715.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4135880 .2500
109,859.23 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4139985 .2500
291,408.31 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4145865 .2500
484,800.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4146303 .2500
371,737.45 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4147281 .2500
399,751.38 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4147367 .2500
499,647.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4148417 .2500
327,351.96 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4151189 .2500
359,450.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4151361 .2500
172,381.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4151852 .2500
494,667.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4153643 .2500
288,920.36 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4155668 .2500
136,695.12 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4158123 .2500
342,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4158486 .2500
399,595.70 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4159669 .2500
352,519.25 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4164861 .2500
51,170.54 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4166478 .2500
287,791.55 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4166882 .2500
622,260.50 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4169223 .2500
283,818.90 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4169945 .2500
56,959.77 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4171276 .2500
449,657.58 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4171893 .2500
944,298.67 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4173998 .2500
344,737.48 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4174470 .2500
281,386.95 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4178137 .2500
369,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4179035 .2500
407,726.24 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4179519 .2500
424,714.83 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4181930 .2500
349,733.68 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4182801 .2500
498,348.02 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4184996 .2500
332,965.78 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4187224 .2500
334,909.79 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4187746 .2500
431,695.10 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4189151 .2500
535,649.38 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4190051 .2500
404,684.07 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4190052 .2500
335,731.31 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4190139 .2500
310,701.75 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4191805 .2500
360,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4192606 .2500
299,575.15 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4193450 .2500
134,899.81 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4194054 .2500
352,757.07 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4195505 .2500
399,757.67 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4199574 .2500
360,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4201198 .2500
340,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4202170 .2500
605,074.91 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4202674 .2500
327,993.94 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4204248 .2500
199,604.87 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4204302 .2500
289,381.97 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4208158 .2500
328,749.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4211754 .2500
436,500.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4211858 .2500
447,659.11 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4212763 .2500
366,241.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4213882 .2500
316,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4215084 .2500
999,361.33 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4216324 .2500
365,741.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4217808 .2500
368,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4217932 .2500
373,736.04 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4218102 .2500
345,700.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4218349 .2500
329,367.37 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4219092 .2500
284,803.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4220155 .2500
574,245.19 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4220240 .2500
430,396.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4220681 .2500
399,617.76 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4220786 .2500
399,744.93 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4221371 .2500
460,149.60 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4222082 .2500
379,731.80 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4222690 .2500
699,411.91 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
4223436 .2500
126,700.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4223543 .2500
299,606.17 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4224036 .2500
327,796.13 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4224450 .2500
305,496.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4224870 .2500
598,552.01 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4226084 .2500
361,073.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4226175 .2500
347,754.38 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4226654 .2500
168,680.86 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4227096 .2500
241,900.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4228659 .2500
279,520.20 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4228757 .2500
510,463.49 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4229137 .2500
433,537.19 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4229276 .2500
315,247.70 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4229286 .2500
357,753.63 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4230121 .2500
380,210.47 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4230439 .2500
619,694.21 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4231019 .2500
430,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4231234 .2500
410,400.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4234018 .2500
319,356.81 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4234150 .2500
345,750.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4236807 .2500
352,607.79 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4236918 .2500
300,088.05 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4237146 .2500
645,908.15 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4239937 .2500
200,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4242089 .2500
148,300.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4243020 .2500
330,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4245710 .2500
359,719.17 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4245758 .2500
299,788.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4245792 .2500
191,613.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4246402 .2500
499,647.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4246759 .2500
341,600.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4250001 .2500
372,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4250234 .2500
649,517.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4250274 .2500
401,604.96 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4250352 .2500
363,729.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4251189 .2500
338,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
4251303 .2500
160,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4251492 .2500
329,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4251651 .2500
439,200.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4255830 .2500
425,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4256168 .2500
332,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4256431 .2500
341,770.53 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4256469 .2500
334,745.09 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4256612 .2500
387,422.30 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4257467 .2500
353,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4258811 .2500
298,039.50 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4259038 .2500
155,690.04 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4259088 .2500
313,424.17 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4259122 .2500
404,721.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4259140 .2500
332,764.97 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4259206 .2500
350,732.92 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4259677 .2500
410,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4260582 .2500
390,724.04 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4260709 .2500
389,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4263646 .2500
311,768.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4263820 .2500
295,801.39 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4263947 .2500
447,659.10 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4263975 .2500
390,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4264058 .2500
365,971.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4264206 .2500
534,782.49 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4266485 .2500
461,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4266902 .2500
308,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4267629 .2500
428,400.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4267641 .2500
479,625.55 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4267900 .2500
314,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4268124 .2500
1,000,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4268546 .2500
310,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4268610 .2500
310,367.76 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4268757 .2500
284,122.84 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4268828 .2500
401,225.68 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4268894 .2500
598,753.09 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4271136 .2500
369,610.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4271214 .2500
649,950.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4271508 .2500
293,788.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4272017 .2500
497,351.95 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4275500 .2500
311,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4275733 .2500
468,734.06 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4276128 .2500
307,715.68 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4277799 .2500
420,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4278065 .2500
537,387.91 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4278132 .2500
342,969.72 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4278202 .2500
399,717.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4278316 .2500
355,767.13 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4278388 .2500
374,495.08 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4282871 .2500
299,788.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4283412 .2500
311,762.59 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4283466 .2500
560,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4287814 .2500
364,722.27 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4289111 .2500
251,250.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4289424 .2500
105,925.18 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4289449 .2500
369,718.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4289454 .2500
483,952.14 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4289955 .2500
327,900.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4290074 .2500
335,744.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4290106 .2500
331,997.18 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4291913 .2500
419,718.19 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4294385 .2500
451,680.99 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4295140 .2500
339,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4296713 .2500
318,874.39 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4296792 .2500
95,687.37 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4297899 .2500
313,910.95 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4298277 .2500
425,135.82 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4298649 .2500
539,637.67 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4299016 .2500
367,553.21 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4299691 .2500
600,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4300614 .2500
368,400.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4301735 .2500
644,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4301775 .2500
450,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
4302303 .2500
279,702.45 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4303926 .2500
339,771.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4303939 .2500
474,664.75 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4303987 .2500
534,822.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4304254 .2500
649,950.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4304264 .2500
168,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4304275 .2500
245,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4304285 .2500
251,750.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4304706 .2500
395,727.48 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4304707 .2500
424,300.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4304710 .2500
659,545.79 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4304723 .2500
339,965.87 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4304724 .2500
350,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4305709 .2500
291,808.99 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4305875 .2500
446,578.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4306186 .2500
419,569.40 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4306823 .2500
498,934.44 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4306978 .2500
558,893.61 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4307145 .2500
333,388.42 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4307247 .2500
359,625.94 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4307404 .2500
352,085.09 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4307457 .2500
310,193.79 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4307498 .2500
339,275.43 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4307737 .2500
283,189.31 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4308212 .2500
351,168.68 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4308225 .2500
892,469.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4308333 .2500
500,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4308365 .2500
309,371.79 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4308519 .2500
368,213.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4308741 .2500
434,118.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4308926 .2500
285,719.85 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4309003 .2500
331,327.23 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4309180 .2500
379,210.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4310354 .2500
300,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4310361 .2500
300,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4310370 .2500
351,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4310764 .2500
449,110.91 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4310794 .2500
292,102.57 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310873 .2500
293,601.89 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310910 .2500
324,253.53 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4310949 .2500
332,326.86 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310951 .2500
210,135.94 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4310952 .2500
563,991.50 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4310954 .2500
332,764.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4310955 .2500
299,625.76 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4310956 .2500
301,203.27 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4310957 .2500
298,977.94 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310958 .2500
631,149.04 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4310959 .2500
399,474.91 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4310961 .2500
310,581.25 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310962 .2500
327,950.75 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4310963 .2500
362,299.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4310964 .2500
499,343.64 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4310965 .2500
399,744.93 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4310966 .2500
331,777.23 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4310967 .2500
286,802.49 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4310970 .2500
426,606.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4311015 .2500
295,237.18 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4311170 .2500
389,278.81 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4311271 .2500
319,318.06 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4311717 .2500
399,188.59 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4311795 .2500
326,669.73 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4311851 .2500
319,318.06 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4311916 .2500
323,359.83 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4312038 .2500
291,615.04 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4312103 .2500
309,159.63 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4312174 .2500
278,434.65 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4313360 .2500
317,458.66 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4313811 .2500
343,320.32 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4313995 .2500
349,290.75 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4314269 .2500
500,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4314531 .2500
276,951.74 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4314651 .2500
357,791.68 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4314763 .2500
316,389.40 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4314858 .2500
295,576.05 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4314943 .2500
379,049.60 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4315447 .2500
279,418.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4315736 .2500
299,422.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4315826 .2500
272,820.08 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4316101 .2500
311,265.38 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4316196 .2500
329,022.43 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4316265 .2500
431,167.87 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4316364 .2500
299,422.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4316472 .2500
312,848.47 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4316560 .2500
360,829.39 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4316632 .2500
298,961.51 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4316686 .2500
379,082.91 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4316762 .2500
299,376.55 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4316899 .2500
409,788.77 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4317030 .2500
335,297.17 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4317166 .2500
399,229.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4317677 .2500
450,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4318681 .2500
572,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4319034 .2500
297,011.58 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4319130 .2500
375,138.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4319214 .2500
506,970.61 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4319313 .2500
321,894.44 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4319359 .2500
443,122.46 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4319644 .2500
332,106.31 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4319653 .2500
582,400.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4319700 .2500
342,622.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4319748 .2500
288,164.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4319855 .2500
422,912.75 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4319987 .2500
287,416.40 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4320355 .2500
331,227.46 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4320470 .2500
428,973.50 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4320546 .2500
650,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4320566 .2500
331,327.23 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4320630 .2500
521,364.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4320728 .2500
289,332.57 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4321487 .2500
443,694.44 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4321825 .2500
287,696.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4322264 .2500
319,744.10 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4322397 .2500
364,242.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4322825 .2500
359,776.23 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4323142 .2500
304,800.48 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4323233 .2500
353,550.44 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4323412 .2500
324,752.71 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4323517 .2500
318,225.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4323621 .2500
303,790.79 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4325159 .2500
318,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4325369 .2500
349,771.05 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4325376 .2500
352,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4325396 .2500
310,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4325399 .2500
460,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4325423 .2500
337,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4325425 .2500
649,999.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4325839 .2500
468,893.07 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4326053 .2500
291,314.11 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4326134 .2500
344,535.48 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4326161 .2500
510,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4326226 .2500
323,585.38 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4326239 .2500
301,766.08 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4326300 .2500
376,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4326364 .2500
344,785.56 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4326429 .2500
393,479.02 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4326516 .2500
599,192.14 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4326607 .2500
309,769.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4326824 .2500
317,549.65 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4327106 .2500
391,736.97 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4327393 .2500
449,690.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4328934 .2500
320,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4331477 .2500
735,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4331478 .2500
430,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4331487 .2500
380,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4331494 .2500
124,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4332250 .2500
649,541.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4332453 .2500
322,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4332794 .2500
307,782.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4335244 .2500
385,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4336352 .2500
530,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337722 .2500
384,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
4337728 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337734 .2500
500,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337736 .2500
610,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4337752 .2500
630,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4337755 .2500
339,400.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4337759 .2500
265,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337765 .2500
386,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337774 .2500
386,450.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
4337775 .2500
439,500.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4337777 .2500
135,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4337870 .2500
391,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4338230 .2500
612,944.77 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4338546 .2500
383,735.73 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4338666 .2500
294,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4338982 .2500
1,100,000.00 .0800
7.4000 .0000
7.1500 .0000
7.0700 .0000
7.0000 .0700
4339658 .2500
99,633.60 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
4339665 .2500
249,832.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4339730 .2500
360,710.87 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4339774 .2500
299,588.41 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4339783 .2500
403,700.17 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4339784 .2500
309,792.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4339801 .2500
319,768.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4339835 .2500
91,067.58 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4339926 .2500
1,000,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4339979 .2500
447,699.40 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4340899 .2500
367,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4340900 .2500
238,400.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4340906 .2500
330,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4340908 .2500
533,600.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4340911 .2500
465,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4340916 .2500
119,600.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4340920 .2500
192,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4341284 .2500
325,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4341285 .2500
389,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4345548 .2500
360,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4346233 .2500
595,440.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4346434 .2500
435,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4346441 .2500
216,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4346455 .2500
649,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4347037 .2500
525,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4348232 .2500
319,250.76 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4348358 .2500
330,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4348852 .2500
335,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4349383 .2500
335,744.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4349548 .2500
650,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4349985 .2500
364,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4350203 .2500
444,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4351245 .2500
299,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4352114 .2500
330,600.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4352717 .2500
364,729.12 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4353306 .2500
360,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4354507 .2500
399,900.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4354619 .2500
315,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4355226 .2500
350,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4355287 .2500
370,400.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4355394 .2500
494,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4355481 .2500
495,200.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4358279 .2500
568,400.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4358285 .2500
342,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4358297 .2500
245,600.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4358300 .2500
336,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4358318 .2500
565,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4358322 .2500
440,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4358328 .2500
300,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4358333 .2500
115,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4358342 .2500
456,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4358344 .2500
145,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4358351 .2500
506,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4358352 .2500
360,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4358618 .2500
459,300.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4358684 .2500
195,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4359788 .2500
316,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4360859 .2500
365,550.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4360905 .2500
353,743.79 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360906 .2500
484,166.56 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360908 .2500
295,801.38 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360909 .2500
323,788.05 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360910 .2500
387,746.19 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360911 .2500
297,484.53 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360913 .2500
559,614.61 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4360914 .2500
355,742.33 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360916 .2500
352,319.39 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360918 .2500
514,937.86 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
4360919 .2500
299,288.62 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360923 .2500
359,752.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360924 .2500
449,666.03 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4360926 .2500
378,482.67 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360930 .2500
389,724.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4360932 .2500
289,810.30 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360936 .2500
471,649.70 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4360937 .2500
146,400.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4360938 .2500
324,752.70 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4360940 .2500
322,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360941 .2500
371,361.73 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360942 .2500
340,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360943 .2500
474,673.11 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4360944 .2500
199,287.29 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360948 .2500
369,596.01 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360951 .2500
365,748.12 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360954 .2500
329,784.12 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360955 .2500
454,686.87 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360956 .2500
345,755.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360957 .2500
433,685.89 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360959 .2500
311,774.18 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4360960 .2500
471,475.31 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360961 .2500
334,769.46 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360964 .2500
342,470.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360965 .2500
550,790.92 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4360966 .2500
329,789.56 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4360968 .2500
424,692.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360969 .2500
436,017.96 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4360970 .2500
415,698.90 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4360971 .2500
327,768.49 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360973 .2500
322,888.65 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4360974 .2500
333,106.60 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360976 .2500
315,198.89 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4360977 .2500
293,812.52 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4360979 .2500
359,652.88 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4360980 .2500
317,775.55 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360984 .2500
302,086.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4360985 .2500
95,932.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360987 .2500
217,061.49 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4360988 .2500
559,594.68 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4360990 .2500
115,827.96 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4360991 .2500
451,696.71 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4360995 .2500
361,344.78 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4360997 .2500
499,299.58 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4360999 .2500
399,724.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4361003 .2500
533,673.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361004 .2500
483,417.08 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361005 .2500
509,621.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361007 .2500
319,762.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361010 .2500
527,233.25 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361016 .2500
545,604.83 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361019 .2500
335,201.04 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361021 .2500
499,638.11 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4361022 .2500
57,562.32 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361023 .2500
169,880.01 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361028 .2500
375,741.24 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361032 .2500
347,748.13 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361037 .2500
66,458.66 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4361038 .2500
571,586.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361039 .2500
164,883.53 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361040 .2500
463,655.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4361042 .2500
329,255.46 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361043 .2500
329,767.08 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361045 .2500
311,194.21 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361046 .2500
349,776.82 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361048 .2500
303,779.97 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361049 .2500
482,641.54 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361052 .2500
127,857.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361057 .2500
314,783.22 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4361060 .2500
419,703.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361061 .2500
377,746.37 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361066 .2500
339,766.01 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361067 .2500
845,432.35 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361069 .2500
349,746.68 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361071 .2500
319,801.10 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4361073 .2500
307,808.56 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4361074 .2500
195,861.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4361075 .2500
332,271.17 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361076 .2500
375,613.97 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4361079 .2500
239,826.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361080 .2500
294,796.99 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361081 .2500
144,892.39 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361082 .2500
399,917.54 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361083 .2500
350,139.95 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361085 .2500
524,156.90 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4361088 .2500
548,640.88 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361089 .2500
459,683.43 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361091 .2500
422,908.76 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361092 .2500
287,796.73 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361093 .2500
378,611.69 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4361095 .2500
646,565.87 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361096 .2500
149,904.35 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361097 .2500
104,426.25 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4361098 .2500
269,832.19 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4361099 .2500
150,404.03 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361100 .2500
389,251.63 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361101 .2500
399,717.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361102 .2500
329,778.58 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361103 .2500
404,242.07 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361104 .2500
128,404.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361105 .2500
499,681.17 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
4361107 .2500
379,745.02 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361109 .2500
490,170.88 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361110 .2500
649,552.68 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361111 .2500
367,740.27 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361114 .2500
364,748.81 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361116 .2500
311,785.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361117 .2500
321,794.67 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361118 .2500
399,763.84 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
1
4361119 .2500
407,676.28 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361122 .2500
382,749.47 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361126 .2500
381,709.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4361130 .2500
305,794.68 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361131 .2500
607,548.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361132 .2500
309,797.22 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361137 .2500
331,771.52 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361139 .2500
383,707.81 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4361142 .2500
337,767.40 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361144 .2500
302,791.48 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361149 .2500
372,162.53 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361150 .2500
331,753.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361151 .2500
534,650.04 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361152 .2500
366,740.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361154 .2500
424,676.61 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4361155 .2500
195,868.49 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
1
4361157 .2500
315,782.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361158 .2500
402,108.76 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361160 .2500
689,013.36 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361162 .2500
426,213.82 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361163 .2500
280,057.13 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361164 .2500
279,812.13 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361166 .2500
251,822.14 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361167 .2500
327,790.85 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
1
4361169 .2500
349,752.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361170 .2500
533,584.79 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4361173 .2500
295,785.76 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361175 .2500
406,227.25 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361176 .2500
476,945.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361179 .2500
394,741.62 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4361180 .2500
416,912.89 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4361181 .2500
453,737.52 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4361183 .2500
338,142.51 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4361186 .2500
378,208.67 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4361187 .2500
566,419.69 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4361190 .2500
239,726.36 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361216 .2500
344,750.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361421 .2500
424,692.40 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361543 .2500
288,982.80 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4361581 .2500
309,775.63 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4361662 .2500
607,559.94 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4361813 .2500
499,628.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4361870 .2500
500,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4361969 .2500
318,869.04 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4362025 .2500
418,112.06 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4362026 .2500
544,284.08 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4362039 .2500
475,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4362052 .2500
343,757.21 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4362073 .2500
420,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4362187 .2500
452,158.78 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4362218 .2500
474,638.56 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4362221 .2500
527,608.15 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4362255 .2500
457,277.03 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4362290 .2500
636,327.40 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4362308 .2500
331,541.54 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4362341 .2500
525,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4362370 .2500
563,611.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4362561 .2500
388,121.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4362595 .2500
387,464.21 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4362723 .2500
271,803.13 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4362724 .2500
483,649.70 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4362862 .2500
391,716.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4362949 .2500
468,152.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4363075 .2500
326,169.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4363106 .2500
399,674.75 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363179 .2500
391,716.28 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4363182 .2500
383,715.02 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4363258 .2500
460,907.68 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4363371 .2500
342,830.43 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4363401 .2500
391,458.69 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363600 .2500
322,753.70 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363611 .2500
275,535.37 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
1
4363616 .2500
424,692.40 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4363621 .2500
366,293.50 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363625 .2500
99,872.02 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4363626 .2500
299,064.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4363669 .2500
315,813.43 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4363674 .2500
359,758.45 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4363675 .2500
354,761.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4363687 .2500
364,520.87 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
1
4363702 .2500
379,212.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363726 .2500
130,160.72 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4363746 .2500
295,591.24 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363764 .2500
295,551.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4363767 .2500
1,010,338.66 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4363783 .2500
272,812.12 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363797 .2500
369,745.37 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363806 .2500
389,610.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4363808 .2500
371,737.45 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4363812 .2500
315,793.29 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4363817 .2500
449,698.06 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4363819 .2500
311,774.18 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4363834 .2500
304,477.38 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4363837 .2500
389,731.61 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4363838 .2500
398,152.37 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4363840 .2500
399,724.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4363925 .2500
116,427.59 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4365570 .2500
400,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4365580 .2500
148,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4365587 .2500
368,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4365592 .2500
595,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4365596 .2500
479,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4365601 .2500
346,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4365617 .2500
381,650.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
4366011 .2500
285,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4366013 .2500
572,900.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4366422 .2500
442,500.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4366717 .2500
324,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4366894 .2500
600,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4367109 .2500
544,615.34 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4368026 .2500
351,745.23 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4369558 .2500
390,956.85 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
1
4371659 .2500
316,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4371668 .2500
505,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4371674 .2500
105,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4371675 .2500
420,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4371760 .2500
255,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4372110 .2500
420,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4372821 .2500
311,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4373265 .2500
399,724.72 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4375912 .2500
475,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4375915 .2500
360,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4376121 .2500
374,760.88 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4377113 .2500
407,200.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4378277 .2500
341,100.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4378287 .2500
464,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4378300 .2500
83,930.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4378308 .2500
352,500.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4378317 .2500
313,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4378318 .2500
399,950.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4378569 .2500
332,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4378570 .2500
333,800.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4379810 .2500
321,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4380028 .2500
315,635.07 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4380119 .2500
460,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4380359 .2500
590,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
4380386 .2500
572,661.70 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4381162 .2500
389,738.32 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4381323 .2500
537,738.94 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4384218 .2500
649,950.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4384224 .2500
565,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4384227 .2500
112,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4384232 .2500
893,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4384234 .2500
335,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4384240 .2500
500,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4384244 .2500
298,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4384248 .2500
84,650.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4384264 .2500
322,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4384266 .2500
327,300.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4384270 .2500
121,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4385493 .2500
499,655.90 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4385624 .2500
650,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4385811 .2500
295,791.09 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4386079 .2500
328,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4387014 .2500
359,502.87 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4387350 .2500
340,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4387953 .2500
449,674.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4388178 .2500
400,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4388408 .2500
538,619.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4390921 .2500
65,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4390923 .2500
332,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4390925 .2500
537,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4390929 .2500
422,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4390937 .2500
343,200.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4390941 .2500
359,200.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4390948 .2500
415,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4390956 .2500
127,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4390958 .2500
262,500.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4391451 .2500
311,756.61 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4391516 .2500
326,411.18 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4391838 .2500
535,899.22 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4393547 .2500
307,096.34 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4396718 .2500
285,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4396723 .2500
47,950.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4396738 .2500
449,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4396746 .2500
318,500.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4396762 .2500
371,400.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4396769 .2500
430,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4396780 .2500
232,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4396795 .2500
649,950.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4396811 .2500
569,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4396817 .2500
315,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4396832 .2500
480,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4396843 .2500
360,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4396864 .2500
400,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4397005 .2500
640,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4397110 .2500
288,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4397201 .2500
556,586.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4397260 .2500
649,541.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4397275 .2500
279,424.80 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4397311 .2500
402,693.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4397523 .2500
286,826.13 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.0000 1.1700
1
4397573 .2500
359,739.44 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4398290 .2500
324,552.86 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4399026 .2500
312,129.85 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4400039 .2500
311,285.63 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4400475 .2500
450,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4402367 .2500
513,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4402372 .2500
300,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4406521 .2500
285,982.22 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
1
4407006 .2500
399,495.09 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4407109 .2500
331,552.98 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4407123 .2500
649,541.24 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4407224 .2500
373,767.53 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.0000 1.0450
4407263 .2500
749,483.86 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4407595 .2500
539,618.87 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4407799 .2500
336,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4409490 .2500
435,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4409491 .2500
101,100.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4409495 .2500
196,800.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4409511 .2500
172,800.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4409894 .2500
499,590.15 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4410456 .2500
300,652.38 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.0000 1.4200
4410966 .2500
344,497.42 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4411117 .2500
355,915.21 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4411187 .2500
598,296.90 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
1
4411279 .2500
648,752.23 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4411406 .2500
340,940.37 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4411898 .2500
439,712.18 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4412216 .2500
384,728.27 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4413105 .2500
349,759.14 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4413199 .2500
475,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.0000 .7950
4414400 .2500
479,267.26 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4414819 .2500
609,558.49 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4414823 .2500
241,206.95 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4414834 .2500
302,796.69 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4414893 .2500
320,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4416404 .2500
297,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4416409 .2500
374,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4416417 .2500
330,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4416418 .2500
384,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4416423 .2500
380,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
4416432 .2500
487,200.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4416445 .2500
192,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4416767 .2500
317,745.71 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
4416800 .2500
332,900.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
4417127 .2500
293,800.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4417600 .2500
599,171.45 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4417663 .2500
346,021.51 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4418100 .2500
471,593.61 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
4418442 .2500
315,787.97 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4418487 .2500
571,284.28 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.0000 1.2950
4418568 .2500
393,485.80 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4418758 .2500
449,681.10 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
4420180 .2500
538,629.06 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
4420394 .2500
594,600.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.0000 .6700
4420870 .2500
384,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4420871 .2500
527,200.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.0000 .5450
1
4420873 .2500
520,450.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4420874 .2500
415,350.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4420876 .2500
433,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4423483 .2500
399,999.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4430104 .2500
131,750.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4434053 .2500
318,400.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4441925 .2500
472,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4441927 .2500
496,850.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
4441928 .2500
225,710.77 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.0000 .9200
4441929 .2500
368,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4443382 .2500
444,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0000 .0450
4444353 .2500
410,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
4450742 .2500
396,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.0000 .1700
4450745 .2500
340,600.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.0000 .4200
4450746 .2500
577,450.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
1
4450747 .2500
714,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.0000 .2950
TOTAL NUMBER OF LOANS: 830
TOTAL BALANCE........: 312,331,866.43
1
RUN ON : 03/23/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.57.03 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 2001-S5 FIXED SUMMARY REPORT CUTOFF : 03/01/01
POOL : 0004488
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.7412 6.6250 8.8750
RFC NET RATE 7.4906 6.3750 8.6250
NET MTG RATE(INVSTR RATE) 7.4158 6.3450 8.5450
POST STRIP RATE 6.9859 6.3450 7.0000
SUB SERV FEE .2506 .2500 .5000
MSTR SERV FEE .0749 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .4298 .0000 1.5450
TOTAL NUMBER OF LOANS: 830
TOTAL BALANCE........: 312,331,866.43
***************************
* END OF REPORT *
***************************
1
RUN ON : 03/23/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.57.03 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 2001-S5 CUTOFF : 03/01/01
POOL : 0004488
:
:
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 VALUE
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 #
______________________________________________________________________________
2000211 Q59/G01 F 332,800.00 ZZ
360 331,620.72 1
8.250 2,500.22 81
8.000 2,500.22 415,904.00
IRVINE CA 92602 1 09/07/00 00
0432282150 03 11/01/00 0
SHIN O 10/01/30
0
3373530 F27/F27 F 217,200.00 ZZ
360 216,884.60 1
8.375 1,650.88 80
8.125 1,650.88 271,517.00
SUNDERLAND MD 20689 4 12/15/00 00
6061111121 05 02/01/01 0
6061111121 O 01/01/31
0
3771032 E82/G01 F 187,400.00 ZZ
360 186,852.97 1
8.750 1,474.28 80
8.500 1,474.28 234,250.00
NEW PALTZ NY 12561 1 09/08/00 00
0400311544 05 11/01/00 0
0400311544 O 10/01/30
0
3787032 E22/G01 F 126,750.00 ZZ
360 108,402.16 1
8.250 952.23 65
8.000 952.23 195,000.00
ROSEVILLE CA 95678 5 09/07/00 00
0412120933 05 11/01/00 0
1
0412120933 O 10/01/30
0
3809938 E22/G01 F 366,000.00 ZZ
360 364,875.58 1
8.500 2,814.23 80
8.250 2,814.22 458,000.00
WEST BLOOMFIELD MI 48322 2 09/15/00 00
0412135261 05 11/01/00 0
0412135261 O 10/01/30
0
3814900 E84/G01 F 375,000.00 ZZ
360 373,612.55 1
8.500 2,883.43 77
8.250 2,883.43 489,000.00
AUSTIN TX 78730 2 08/25/00 00
0432301315 05 10/01/00 0
80010598 O 09/01/30
0
3818555 E22/G01 F 146,500.00 ZZ
360 146,083.22 1
8.875 1,165.62 43
8.625 1,165.62 345,000.00
BOONTON NJ 07005 1 09/22/00 00
0412126302 05 11/01/00 0
0412126302 O 10/01/30
0
3826449 163/G01 F 84,900.00 ZZ
360 84,843.03 1
8.000 622.97 50
7.750 622.97 169,900.00
PISCATAWAY NJ 08854 1 01/26/01 00
0432615300 01 03/01/01 0
1000213514 O 02/01/31
0
3827548 E22/G01 F 131,000.00 ZZ
360 130,587.17 1
8.375 995.69 63
8.125 995.69 210,000.00
NEVADA CITY CA 95959 5 09/20/00 00
0412118176 05 11/01/00 0
0412118176 O 10/01/30
0
1
3828544 661/661 F 140,000.00 ZZ
360 137,629.89 1
7.125 943.21 67
6.750 943.21 212,000.00
LABADIE MO 63055 5 05/28/99 00
7074024808 05 08/01/99 0
4024808 O 07/01/29
0
3828682 405/405 F 360,000.00 ZZ
360 358,744.88 1
7.875 2,610.25 85
7.375 2,610.25 427,000.00
SAN FRANCISCO CA 94112 1 09/08/00 11
16826844 05 11/01/00 25
16826844 O 10/01/30
0
3873755 405/405 F 333,600.00 ZZ
360 332,315.05 1
7.375 2,304.10 80
7.125 2,304.10 417,000.00
CELEBRATION FL 34747 1 09/29/00 00
16865974 03 11/01/00 0
16865974 O 10/01/30
0
3890821 E22/G01 F 290,000.00 ZZ
360 289,271.41 1
8.375 2,204.21 60
8.125 2,204.21 483,351.00
COLORADO SPRING CO 80908 1 10/16/00 00
0412081689 05 12/01/00 0
0412081689 O 11/01/30
0
3895770 E22/G01 F 63,600.00 ZZ
360 63,427.61 1
8.000 466.67 95
7.750 466.67 67,000.00
SAVANNAH GA 31410 1 10/17/00 10
0412171894 05 12/01/00 30
0412171894 O 11/01/30
0
3897118 T35/G01 F 42,600.00 ZZ
360 42,481.57 1
7.875 308.88 20
7.625 308.88 220,000.00
1
CHICAGO IL 60634 5 10/06/00 00
0400323655 05 12/01/00 0
0400323655 O 11/01/30
0
3905220 M32/M32 F 252,700.00 ZZ
360 251,665.52 1
8.000 1,854.23 85
7.750 1,854.23 300,000.00
NEW YORK NY 10022 1 08/28/00 00
685013435 06 10/01/00 0
685013435 O 09/01/30
0
3905268 M32/M32 F 289,950.00 ZZ
360 288,939.11 1
7.875 2,102.34 100
7.625 2,102.34 289,950.00
GIG HARBOR WA 98335 1 09/11/00 00
685019089 05 11/01/00 0
685019089 O 10/01/30
0
3930488 E22/G01 F 176,000.00 ZZ
360 175,546.43 1
8.250 1,322.23 80
8.000 1,322.23 220,000.00
LATHROP CA 95330 2 10/17/00 00
0412165573 05 12/01/00 0
0412165573 O 11/01/30
0
3934666 G81/G01 F 59,850.00 ZZ
360 59,625.32 1
8.875 476.20 90
8.625 476.20 66,500.00
HIALEAH FL 33014 1 10/31/00 14
0432396745 03 12/01/00 30
200010065 O 11/01/30
0
3939762 E22/G01 F 340,000.00 ZZ
360 339,145.78 1
8.375 2,584.25 80
8.125 2,584.25 425,000.00
MARTINSVILLE IN 46151 2 10/24/00 00
0412167587 05 12/01/00 0
0412167587 O 11/01/30
0
1
3945914 E22/G01 F 294,300.00 ZZ
360 293,541.55 1
8.250 2,210.98 80
8.000 2,210.98 367,900.00
BATON ROUGE LA 70810 1 10/31/00 00
0412211880 05 12/01/00 0
0412211880 O 11/01/30
0
3954724 A06/G01 F 605,800.00 ZZ
360 604,278.00 1
8.375 4,604.52 80
8.125 4,604.52 757,300.00
BRIGHTON MI 48116 1 10/24/00 00
0432425601 03 12/01/00 0
021000020015586 O 11/01/30
0
3965274 225/225 F 300,000.00 ZZ
360 298,916.79 1
8.250 2,253.80 46
8.000 2,253.80 657,000.00
FORT XXXXXX FL 33908 5 09/25/00 00
6510650 05 11/01/00 0
6510650 O 10/01/30
0
3966909 225/225 F 300,000.00 ZZ
360 297,689.32 1
7.750 2,149.24 76
7.500 2,149.24 398,000.00
MONROE CT 06468 2 08/18/00 00
8454375 05 10/01/00 0
8454375 O 09/01/30
0
3998633 163/G01 F 306,450.00 ZZ
360 306,037.39 1
8.000 2,248.62 90
7.750 2,248.62 340,500.00
ATLANTA GA 30308 1 12/21/00 04
0432575470 05 02/01/01 25
7717726003 O 01/01/31
0
4002818 369/G01 F 63,178.23 T
357 63,025.08 1
1
8.625 491.97 19
8.375 491.97 335,975.00
SCOTTSDALE AZ 85259 1 10/13/00 00
0432415800 03 12/01/00 0
0071979959 O 08/01/30
0
4007587 M05/G01 F 275,500.00 ZZ
360 275,324.32 1
8.250 2,069.74 94
8.000 2,069.74 295,000.00
MOUNT SINAI NY 11766 1 01/12/01 11
0432563419 05 03/01/01 30
00000 O 02/01/31
0
4013203 E84/G01 F 319,000.00 ZZ
360 318,062.66 1
7.750 2,285.36 80
7.500 2,285.36 399,000.00
ARVADA CO 80007 1 10/27/00 00
0432430346 03 12/01/00 0
80011767 O 11/01/30
0
4013350 E84/G01 F 425,000.00 ZZ
360 424,138.78 1
8.000 3,118.50 63
7.750 3,118.50 675,000.00
CASTLE ROCK CO 80104 5 10/31/00 00
0432583920 03 01/01/01 0
15401267 O 12/01/30
0
4016183 P60/G01 F 380,000.00 ZZ
360 379,268.06 1
8.250 2,854.81 80
8.000 2,854.81 475,000.00
CANFIELD OH 44406 1 11/29/00 00
0432585925 05 01/01/01 0
1300177071 O 12/01/30
0
4031696 405/405 F 355,200.00 ZZ
360 348,224.55 1
6.875 2,333.41 80
6.375 2,333.41 444,000.00
WALNUT CREEK CA 94598 1 04/19/99 00
15992357 05 06/01/99 0
1
15992357 O 05/01/29
0
4036228 163/G01 F 376,400.00 ZZ
360 375,711.07 1
8.500 2,894.19 80
8.250 2,894.19 470,500.00
MANALAPAN NJ 07726 1 11/30/00 00
0432601797 05 01/01/01 0
3217666589 O 12/01/30
0
4041587 457/457 F 411,600.00 ZZ
360 395,324.54 1
6.625 2,635.52 80
6.375 2,635.52 514,548.00
SHREWSBURY MA 01545 1 04/28/99 00
9999999999 05 06/01/99 0
9999999999 O 05/01/29
0
4048353 286/286 F 449,690.00 ZZ
360 448,531.07 1
8.250 3,378.38 85
8.000 3,378.38 530,000.00
CHESTERFIELD MO 63005 1 10/10/00 11
133559 03 12/01/00 12
133559 O 11/01/30
0
4061294 926/926 F 350,000.00 T
360 349,552.09 1
8.250 2,629.44 47
8.000 2,629.44 760,000.00
HILTON HEAD ISL SC 29928 1 12/15/00 00
00117427 03 02/01/01 0
00117427 O 01/01/31
0
4068221 225/225 F 550,000.00 ZZ
360 548,546.22 1
8.125 4,083.73 74
7.875 4,083.73 750,000.00
CORAL GABLES FL 33146 1 11/01/00 00
6513352 05 12/01/00 0
6513352 O 11/01/30
0
1
4078345 286/286 F 319,200.00 ZZ
360 318,377.36 1
8.250 2,398.05 80
8.000 2,398.05 399,000.00
CELEBRATION FL 34747 1 10/31/00 00
137400 03 12/01/00 0
137400 O 11/01/30
0
4078347 286/286 F 305,600.00 ZZ
360 305,040.66 1
8.500 2,349.80 80
8.250 2,349.80 384,000.00
SAMMAMISH WA 98074 2 11/13/00 00
155623 03 01/01/01 0
155623 O 12/01/30
0
4089649 196/G01 F 300,000.00 ZZ
360 299,293.66 1
7.250 2,046.53 45
7.000 2,046.53 680,000.00
SAN JOSE CA 95136 1 11/06/00 00
0432460558 05 01/01/01 0
1386655 O 12/01/30
0
4090825 196/G01 F 596,000.00 ZZ
360 594,596.71 1
7.250 4,065.78 80
7.000 4,065.78 745,000.00
DANVILLE CA 94506 1 11/30/00 00
0432463594 03 01/01/01 0
1386903 O 12/01/30
0
4094546 964/G01 F 600,000.00 ZZ
360 599,084.09 1
7.375 4,144.05 80
7.125 4,144.05 753,000.00
FULLERTON CA 92835 1 12/13/00 00
0432524387 03 02/01/01 0
2009068 O 01/01/31
0
4096552 A21/A21 F 302,750.00 ZZ
360 302,372.33 1
8.375 2,301.12 70
8.125 2,301.12 432,500.00
1
EDGEWATER NJ 07020 1 12/20/00 00
0100114632 01 02/01/01 0
0100114632 O 01/01/31
0
4108566 163/G01 F 306,400.00 ZZ
360 306,017.79 1
8.375 2,328.86 65
8.125 2,328.86 475,000.00
RENO NV 89509 2 12/22/00 00
0432602043 03 02/01/01 0
717769268 O 01/01/31
0
4115770 664/G01 F 61,500.00 ZZ
360 61,459.77 1
8.125 456.64 66
7.875 456.64 93,500.00
FAIRLAND IN 46126 1 01/12/01 00
0432615896 05 03/01/01 0
0037805019 O 02/01/31
0
4121918 637/G01 F 448,800.00 ZZ
360 447,890.54 1
8.000 3,293.14 79
7.750 3,293.14 570,000.00
UNION CITY CA 94587 1 11/20/00 00
0432534030 05 01/01/01 0
0021350830 O 12/01/30
0
4121941 637/G01 F 258,000.00 ZZ
360 257,527.77 1
8.500 1,983.80 80
8.250 1,983.80 322,500.00
SPARKS NV 89436 1 11/27/00 00
0432511640 05 01/01/01 0
0021355227 O 12/01/30
0
4134372 163/G01 F 352,500.00 ZZ
360 352,500.00 2
7.875 2,555.87 75
7.625 2,555.87 470,000.00
REVERE MA 02151 1 02/09/01 00
0432637205 05 04/01/01 0
1000253677 O 03/01/31
0
1
4135366 588/G01 F 424,000.00 ZZ
360 423,715.51 1
8.000 3,111.16 80
7.750 3,111.16 530,000.00
MOORESTOWN NJ 08057 1 01/16/01 00
0432601607 05 03/01/01 0
1032556 O 02/01/31
0
4135880 A91/G01 F 110,000.00 ZZ
360 109,859.23 1
8.250 826.40 62
8.000 826.40 180,000.00
OZONE PARK NY 11417 1 12/22/00 00
0432615581 07 02/01/01 0
00000 O 01/01/31
0
4139985 601/G01 F 292,000.00 ZZ
360 291,408.31 1
8.000 2,142.59 80
7.750 2,142.59 365,000.00
HOOVER AL 35226 2 11/29/00 00
0432517902 05 01/01/01 0
6029192 O 12/01/30
0
4145865 163/G01 F 484,800.00 ZZ
360 484,800.00 1
7.125 3,266.19 80
6.875 3,266.19 606,000.00
MILTON MA 02186 1 02/07/01 00
0432632859 05 04/01/01 0
3217800014 O 03/01/31
0
4146303 420/G01 F 372,000.00 ZZ
360 371,737.45 1
7.750 2,665.05 51
7.500 2,665.05 740,000.00
PIEDMONT CA 94620 1 01/05/01 00
0432607356 05 03/01/01 0
474247 O 02/01/31
0
4147281 926/926 F 400,000.00 ZZ
360 399,751.38 1
1
8.375 3,040.29 72
8.125 3,040.29 560,000.00
OKATIE SC 29910 2 01/19/01 00
163021276 03 03/01/01 0
163021276 O 02/01/31
0
4147367 966/G01 F 500,000.00 ZZ
360 499,647.11 1
7.750 3,582.06 61
7.500 3,582.06 830,000.00
DALLAS TX 75225 1 01/05/01 00
0432630572 05 03/01/01 0
40015348 O 02/01/31
0
4148417 168/168 F 328,000.00 ZZ
360 327,351.96 1
8.125 2,435.39 74
7.875 2,435.39 448,000.00
SAN FRANCISCO CA 94116 1 11/03/00 00
0439584183 07 01/01/01 0
0439584183 O 12/01/30
0
4151189 168/168 F 360,000.00 ZZ
360 359,450.46 1
7.375 2,486.43 80
7.125 2,486.43 450,000.00
SAN JOSE CA 94040 1 12/13/00 00
0439568978 05 02/01/01 0
0439568978 O 01/01/31
0
4151361 313/G01 F 172,500.00 ZZ
360 172,381.28 1
7.875 1,250.75 75
7.625 1,250.75 230,000.00
MESA AZ 85203 1 01/05/01 00
0432619187 05 03/01/01 0
7016785 O 02/01/31
0
4151852 709/G01 F 495,000.00 ZZ
360 494,667.86 1
8.000 3,632.14 69
7.750 3,632.14 725,000.00
KENT WA 98031 5 01/05/01 00
0432555670 05 03/01/01 0
1
487801 O 02/01/31
0
4153643 168/168 F 292,000.00 ZZ
360 288,920.36 1
8.250 2,193.70 90
8.000 2,193.70 325,000.00
XXXXXXX HEIGHTS NY 11370 1 11/14/00 04
0189663022 07 01/01/01 25
0189663022 O 12/01/30
0
4155668 E22/G01 F 137,000.00 ZZ
360 136,695.12 1
7.375 946.22 56
7.125 946.22 248,000.00
OLD BRIDGE NJ 08857 2 12/29/00 00
0412282188 05 02/01/01 0
0412282188 O 01/01/31
0
4158123 A06/G01 F 342,500.00 ZZ
360 342,500.00 1
7.750 2,453.72 80
7.500 2,453.72 432,500.00
BLOOMFIELD HILL MI 48302 2 03/01/01 00
0432640589 05 04/01/01 0
1000020022302 O 03/01/31
0
4158486 K68/G01 F 399,900.00 ZZ
360 399,595.70 1
7.375 2,762.02 75
7.125 2,762.02 535,000.00
GREENVILLE MS 38701 1 01/10/01 00
0432580652 05 03/01/01 0
1087857 O 02/01/31
0
4159669 665/G01 F 352,750.00 ZZ
360 352,519.25 1
8.125 2,619.16 83
7.875 2,619.16 430,000.00
SAN FRANCISCO CA 94116 1 01/05/01 01
0432615805 05 03/01/01 12
88003415 O 02/01/31
0
1
4164861 J40/G01 F 51,200.00 ZZ
360 51,170.54 1
8.750 402.79 66
8.500 402.79 78,000.00
LELAND MS 38756 2 01/10/01 00
0432619922 05 03/01/01 0
7676863 O 02/01/31
0
4166478 K81/G01 F 288,000.00 ZZ
360 287,791.55 1
7.625 2,038.45 80
7.375 2,038.45 360,000.00
BOISE ID 83703 2 01/10/01 00
0432629368 05 03/01/01 0
5501510 O 02/01/31
0
4166882 369/G01 F 622,700.00 ZZ
360 622,260.50 1
7.750 4,461.10 80
7.500 4,461.10 778,424.00
RALEIGH NC 27614 1 01/15/01 00
0432570786 05 03/01/01 0
0072585615 O 02/01/31
0
4169223 E82/G01 F 284,000.00 ZZ
360 283,818.90 1
8.250 2,133.60 61
8.000 2,133.60 470,000.00
BOURNE MA 02532 2 01/03/01 00
0400335600 05 03/01/01 0
0400335600 O 02/01/31
0
4169945 E23/G01 F 57,000.00 ZZ
360 56,959.77 1
7.750 408.35 35
7.500 408.35 165,000.00
OCEANSIDE CA 92057 1 01/10/01 00
0432547990 05 03/01/01 0
11001072 O 02/01/31
0
4171276 E22/G01 F 450,000.00 ZZ
360 449,657.58 1
7.375 3,108.04 65
7.125 3,108.04 697,000.00
1
STOW MA 01775 1 01/09/01 00
0412300337 05 03/01/01 0
0412300337 O 02/01/31
0
4171893 B57/G01 F 945,000.00 ZZ
360 944,298.67 1
7.500 6,607.58 70
7.250 6,607.58 1,350,000.00
SOUTH PASADENA CA 91030 1 01/17/01 00
0432585115 05 03/01/01 0
2060321 O 02/01/31
0
4173998 964/G01 F 345,000.00 ZZ
360 344,737.48 1
7.375 2,382.83 75
7.125 2,382.83 463,000.00
SAN RAMON CA 94583 5 01/12/01 00
0432570620 05 03/01/01 0
99014 O 02/01/31
0
4174470 714/G01 F 281,786.00 ZZ
360 281,386.95 1
7.750 2,018.75 65
7.500 2,018.75 440,000.00
GRAFTON WI 53024 1 12/28/00 00
0432527174 05 02/01/01 0
XXXXXX O 01/01/31
0
4178137 B90/G01 F 369,000.00 ZZ
360 369,000.00 1
7.875 2,675.51 79
7.625 2,675.51 470,000.00
ROSCOE IL 61073 2 02/02/01 00
0432615862 05 04/01/01 0
50015415 O 03/01/31
0
4179035 163/G01 F 408,000.00 ZZ
360 407,726.24 1
8.000 2,993.76 67
7.750 2,993.76 609,000.00
NAPERVILLE IL 60564 1 01/12/01 00
0432613164 05 03/01/01 0
0217789803 O 02/01/31
0
1
4179519 163/G01 F 425,000.00 ZZ
360 424,714.83 1
8.000 3,118.50 48
7.750 3,118.50 900,000.00
HINGHAM MA 02043 2 01/26/01 00
0432611465 05 03/01/01 0
1000218976 O 02/01/31
0
4181930 E22/G01 F 350,000.00 ZZ
360 349,733.68 1
7.375 2,417.36 54
7.125 2,417.36 650,000.00
BEVERLY HILLS CA 90210 1 01/04/01 00
0412309197 01 03/01/01 0
0412309197 O 02/01/31
0
4182801 A06/G01 F 498,700.00 ZZ
360 498,348.02 1
7.750 3,572.75 62
7.500 3,572.75 805,000.00
FRANKLIN MI 48025 2 01/30/01 00
0432584100 05 03/01/01 0
1 O 02/01/31
0
4184996 E84/G01 F 333,450.00 ZZ
360 332,965.78 1
7.625 2,360.14 80
7.375 2,360.14 416,869.00
SAN RAMON CA 94583 1 12/21/00 00
0432562452 09 02/01/01 0
16001659 O 01/01/31
0
4187224 E84/G01 F 335,350.00 ZZ
360 334,909.79 1
8.125 2,489.96 80
7.875 2,489.96 419,227.00
ORANGE CA 92867 1 12/12/00 00
0432562429 05 02/01/01 0
39900090 O 01/01/31
0
4187746 477/G01 F 432,000.00 ZZ
360 431,695.10 1
1
7.750 3,094.90 80
7.500 3,094.90 540,000.00
COSTA MESA CA 92626 1 01/16/01 00
0432618510 05 03/01/01 0
0001581 O 02/01/31
0
4189151 532/G01 F 536,000.00 ZZ
360 535,649.38 1
8.125 3,979.79 80
7.875 3,979.79 670,000.00
PALM DESERT CA 92260 1 01/19/01 00
0432617520 05 03/01/01 0
070192781 O 02/01/31
0
4190051 T35/G01 F 405,000.00 ZZ
360 404,684.07 1
7.250 2,762.81 58
7.000 2,762.81 700,000.00
WILMETTE IL 60091 2 01/10/01 00
0400354064 05 03/01/01 0
0400354064 O 02/01/31
0
4190052 T35/G01 F 336,000.00 ZZ
360 335,731.31 1
7.125 2,263.69 80
6.875 2,263.69 420,000.00
HANOVER MA 02339 1 01/12/01 00
0400334819 05 03/01/01 0
0400334819 O 02/01/31
0
4190139 575/G01 F 310,900.00 ZZ
360 310,701.75 1
8.250 2,335.69 89
8.000 2,335.69 350,000.00
MURFREESBORO TN 37129 2 01/22/01 11
0432603264 05 03/01/01 25
9446634 O 02/01/31
0
4191805 163/G01 F 360,000.00 ZZ
360 360,000.00 1
7.750 2,579.08 80
7.500 2,579.08 450,000.00
NOVATO CA 94945 2 02/02/01 00
0432639268 05 04/01/01 0
1
717845613 O 03/01/31
0
4192606 956/G01 F 300,000.00 ZZ
360 299,575.15 1
7.750 2,149.24 58
7.500 2,149.24 523,445.00
WEST LINN OR 97068 1 12/28/00 00
0432561033 07 02/01/01 0
1710120047 O 01/01/31
0
4193450 964/G01 F 135,000.00 ZZ
360 134,899.81 1
7.500 943.94 55
7.250 943.94 246,000.00
PASO XXXXXX CA 93446 5 01/20/01 00
0432599959 05 03/01/01 0
98811 O 02/01/31
0
4194054 G52/G01 F 353,000.00 ZZ
360 352,757.07 1
7.875 2,559.49 67
7.625 2,559.49 531,000.00
LA HABRA CA 90631 2 01/04/01 00
0432644938 05 03/01/01 0
83503961 O 02/01/31
0
4195505 562/G01 F 400,000.00 ZZ
360 399,757.67 2
8.500 3,075.66 73
8.250 3,075.66 550,000.00
WHITESTONE NY 11357 1 01/11/01 00
0432546901 07 03/01/01 0
637488 O 02/01/31
0
4199574 B57/G01 F 360,000.00 ZZ
360 360,000.00 1
7.625 2,548.06 80
7.375 2,548.06 450,000.00
BREA CA 92821 1 02/05/01 00
0432627669 05 04/01/01 0
2110310 O 03/01/31
0
1
4201198 H12/G01 F 340,000.00 ZZ
360 340,000.00 1
7.625 2,406.50 80
7.375 2,406.50 430,000.00
BLAIR NE 68008 2 02/14/01 00
0432614980 05 04/01/01 0
0800010707301 O 03/01/31
0
4202170 F27/F27 F 606,000.00 ZZ
360 605,074.91 1
7.375 4,185.50 70
7.125 4,185.50 876,360.00
VIENNA VA 22182 1 12/29/00 00
6060104369 03 02/01/01 0
6060104369 O 01/01/31
0
4202674 964/G01 F 328,250.00 ZZ
360 327,993.94 1
7.250 2,239.24 65
7.000 2,239.24 505,000.00
DANVILLE CA 94526 5 01/12/01 00
0432575629 03 03/01/01 0
99522 O 02/01/31
0
4204248 526/526 F 200,000.00 ZZ
360 199,604.87 1
8.125 1,484.99 35
7.875 1,484.99 575,000.00
COLTON OR 97017 5 11/22/00 00
0430077 05 01/01/01 0
0430077 O 12/01/30
0
4204302 526/526 F 290,000.00 ZZ
360 289,381.97 1
7.750 2,077.60 78
7.500 2,077.60 375,000.00
BEAVERCREEK OH 45430 2 11/29/00 00
0431120 05 01/01/01 0
0431120 O 12/01/30
0
4208158 B60/G01 F 329,000.00 ZZ
360 328,749.66 1
7.375 2,272.32 77
7.125 2,272.32 429,000.00
1
HUNTINGTON BEAC CA 92648 1 01/09/01 00
0432606853 05 03/01/01 0
298536 O 02/01/31
0
4211754 369/G01 F 436,500.00 ZZ
360 436,500.00 1
8.125 3,241.00 73
7.875 3,241.00 600,000.00
CRANBURY NJ 08512 2 02/16/01 00
0432636975 03 04/01/01 0
0072731094 O 03/01/31
0
4211858 964/G01 F 448,000.00 ZZ
360 447,659.11 1
7.375 3,094.22 80
7.125 3,094.22 560,000.00
SEBASTOPOL CA 95472 1 01/09/01 00
0432570893 05 03/01/01 0
97716 O 02/01/31
0
4212763 B60/G01 F 366,500.00 ZZ
360 366,241.33 1
7.750 2,625.65 75
7.500 2,625.65 493,500.00
FOUNTAIN VALLEY CA 92708 2 01/10/01 00
0432590727 05 03/01/01 0
310495 O 02/01/31
0
4213882 A06/G01 F 316,000.00 ZZ
360 316,000.00 1
7.875 2,291.22 80
7.625 2,291.22 395,000.00
COLLEYVILLE TX 76034 2 02/16/01 00
0432621803 05 04/01/01 0
21000020100236 O 03/01/31
0
4215084 369/G01 F 999,999.00 ZZ
360 999,361.33 1
8.250 7,512.66 59
8.000 7,512.66 1,700,000.00
MIAMI BEACH FL 33141 2 02/02/01 00
0432614659 05 03/01/01 0
0072728165 O 02/01/31
0
1
4216324 964/G01 F 366,000.00 ZZ
360 365,741.68 1
7.750 2,622.07 75
7.500 2,622.07 490,000.00
SAN FRANCISCO CA 94112 2 01/25/01 00
0432601516 05 03/01/01 0
99865 O 02/01/31
0
4217808 964/G01 F 368,000.00 ZZ
360 368,000.00 1
7.250 2,510.41 75
7.000 2,510.41 495,000.00
NOVATO CA 94945 2 02/09/01 00
0432638435 05 04/01/01 0
400102277 O 03/01/31
0
4217932 956/G01 F 374,000.00 ZZ
360 373,736.04 1
7.750 2,679.38 80
7.500 2,679.38 467,500.00
ANDOVER MA 01810 1 01/11/01 00
0432562155 05 03/01/01 0
2810110028 O 02/01/31
0
4218102 163/G01 F 345,700.00 ZZ
360 345,700.00 1
7.750 2,476.64 75
7.500 2,476.64 461,000.00
TROY MI 48098 2 01/31/01 00
0432613370 05 04/01/01 0
3917862014 O 03/01/31
0
4218349 E58/G01 F 329,600.00 T
360 329,367.37 1
7.750 2,361.30 80
7.500 2,361.30 412,000.00
SANIBEL FL 33957 1 01/31/01 00
0432607851 01 03/01/01 0
18427799 O 02/01/31
0
4219092 964/G01 F 285,000.00 ZZ
360 284,803.86 1
1
7.875 2,066.45 80
7.625 2,066.45 360,000.00
CLAREMONT CA 91711 2 01/29/01 00
0432609188 05 03/01/01 0
410100187 O 02/01/31
0
4220155 822/G01 F 575,000.00 ZZ
360 574,245.19 1
8.125 4,269.36 75
7.875 4,269.36 775,000.00
RYDAL PA 19046 5 12/08/00 00
0432562866 05 02/01/01 0
00000 O 01/01/31
0
4220240 A06/G01 F 430,700.00 ZZ
360 430,396.01 1
7.750 3,085.59 80
7.500 3,085.59 540,000.00
BIRMINGHAM MI 48009 2 01/25/01 00
0432606580 05 03/01/01 0
025000020020675 O 02/01/31
0
4220681 B57/G01 F 399,900.00 ZZ
360 399,617.76 1
7.750 2,864.93 59
7.500 2,864.93 685,000.00
PETALUMA CA 94952 5 01/24/01 00
0432584720 05 03/01/01 0
2110044 O 02/01/31
0
4220786 575/G01 F 400,000.00 ZZ
360 399,744.93 1
8.250 3,005.07 80
8.000 3,005.07 500,000.00
BRENTWOOD TN 37027 2 01/25/01 00
0432604338 03 03/01/01 0
9448093 O 02/01/31
0
4221371 B60/G01 F 460,500.00 ZZ
360 460,149.60 1
7.375 3,180.56 49
7.125 3,180.56 945,000.00
PALO ALTO CA 94306 2 01/24/01 00
0432621969 05 03/01/01 0
1
309983 O 02/01/31
0
4222082 964/G01 F 380,000.00 ZZ
360 379,731.80 1
7.750 2,722.37 65
7.500 2,722.37 586,000.00
ALBANY CA 94706 2 01/26/01 00
0432601227 05 03/01/01 0
98729 O 02/01/31
0
4222690 026/G01 F 700,000.00 ZZ
360 699,411.91 1
6.875 4,598.51 74
6.625 4,598.51 949,000.00
MARIETTA GA 30068 1 01/18/01 00
0432601995 03 03/01/01 0
0201255936 O 02/01/31
0
4223436 883/G01 F 126,700.00 ZZ
360 126,700.00 1
8.250 951.86 61
8.000 951.86 208,000.00
WEST PALM BEACH FL 33412 4 02/09/01 00
0432615821 05 04/01/01 0
221521800 O 03/01/31
0
4223543 163/163 F 300,000.00 ZZ
360 299,606.17 1
8.125 2,227.50 58
7.875 2,227.50 520,000.00
CANTON MA 02021 1 12/08/00 00
1000250078 05 02/01/01 0
1000250078 O 01/01/31
0
4224036 M66/G01 F 328,000.00 ZZ
360 327,796.13 1
8.375 2,493.04 79
8.125 2,493.04 420,000.00
PENNINGTON NJ 08534 2 01/26/01 00
0432584258 05 03/01/01 0
142675 O 02/01/31
0
1
4224450 964/G01 F 305,496.00 ZZ
360 305,496.00 1
7.625 2,162.28 80
7.375 2,162.28 381,870.00
ROCKLIN CA 95677 1 02/13/01 00
0432635092 05 04/01/01 0
96871 O 03/01/31
0
4224870 163/163 F 600,000.00 ZZ
360 598,552.01 1
7.125 4,042.31 75
6.875 4,042.31 800,000.00
LOS ANGELES CA 90049 1 11/27/00 00
617712722 05 01/01/01 0
617712722 O 12/01/30
0
4226084 367/367 F 362,105.30 ZZ
264 361,073.86 1
7.875 2,890.35 72
7.625 2,890.35 506,000.00
WASHINGTON DC 20008 5 01/12/01 00
9954593 05 02/01/01 0
9954593 O 01/01/23
0
4226175 163/G01 F 348,000.00 ZZ
360 347,754.38 1
7.750 2,493.12 80
7.500 2,493.12 435,000.00
LARCHMONT NY 10538 1 02/01/01 00
0432619666 05 03/01/01 0
1000232943 O 02/01/31
0
4226654 H19/G01 F 168,800.00 ZZ
360 168,680.86 1
7.750 1,209.31 80
7.500 1,209.31 211,000.00
LAS VEGAS NV 89108 1 01/30/01 00
0432599801 05 03/01/01 0
0002239150 O 02/01/31
0
4227096 A48/G01 F 241,900.00 ZZ
360 241,900.00 1
7.875 1,753.94 90
7.625 1,753.94 268,800.00
1
CAMPBELL CA 95008 1 02/06/01 14
0432640241 01 04/01/01 25
8111014196 O 03/01/31
0
4228659 L46/L46 F 280,450.00 ZZ
360 279,520.20 1
8.125 2,082.34 80
7.875 2,082.34 350,575.00
LEWISVILLE TX 75056 1 10/03/00 00
0000920785 03 11/01/00 0
0000920785 O 10/01/30
0
4228757 L46/L46 F 511,500.00 ZZ
360 510,463.49 1
8.000 3,753.21 80
7.750 3,753.21 639,400.00
PLANO TX 75093 1 11/08/00 00
0000921577 03 01/01/01 0
0000921577 O 12/01/30
0
4229137 168/168 F 434,200.00 ZZ
360 433,537.19 1
7.375 2,998.91 80
7.125 2,998.91 542,810.00
HUNTINGTON BEAC CA 92649 1 12/22/00 00
0439583845 03 02/01/01 0
0439583845 O 01/01/31
0
4229276 P60/G01 F 315,500.00 ZZ
360 315,247.70 1
7.125 2,125.58 80
6.875 2,125.58 397,500.00
FINDLAY OH 45840 1 01/31/01 00
0432598530 05 03/01/01 0
6100051944 O 02/01/31
0
4229286 B60/G01 F 358,000.00 ZZ
360 357,753.63 1
7.875 2,595.75 56
7.625 2,595.75 650,000.00
THOUSAND OAKS CA 91362 2 01/23/01 00
0432620797 03 03/01/01 0
308980 O 02/01/31
0
1
4230121 956/G01 F 380,500.00 ZZ
360 380,210.47 1
7.375 2,628.02 79
7.125 2,628.02 485,000.00
SALT LAKE CITY UT 84106 2 01/11/01 00
0432564458 03 03/01/01 0
2210120084 O 02/01/31
0
4230439 L46/L46 F 635,000.00 ZZ
360 619,694.21 1
8.000 4,659.41 49
7.750 4,659.41 1,300,000.00
DALLAS TX 75230 2 10/18/00 00
0000922112 05 12/01/00 0
0000922112 O 11/01/30
0
4231019 964/G01 F 430,000.00 ZZ
360 430,000.00 1
7.625 3,043.51 58
7.375 3,043.51 750,000.00
SAUSALITO CA 94965 5 01/26/01 00
0432632610 05 04/01/01 0
102614 O 03/01/31
0
4231234 F19/G01 F 410,400.00 ZZ
360 410,400.00 1
7.750 2,940.16 80
7.500 2,940.16 513,000.00
AROMAS CA 95004 1 02/01/01 00
0432615714 05 04/01/01 0
615015 O 03/01/31
0
4234018 956/G01 F 319,600.00 ZZ
360 319,356.81 1
7.375 2,207.40 80
7.125 2,207.40 400,000.00
SHAKER HEIGHTS OH 44122 1 01/19/01 00
0432570596 05 03/01/01 0
3310120053 O 02/01/31
0
4234150 964/G01 F 345,750.00 ZZ
360 345,750.00 1
1
7.375 2,388.01 46
7.125 2,388.01 768,000.00
MENLO PARK CA 94025 5 02/06/01 00
0432619427 05 04/01/01 0
400103272 O 03/01/31
0
4236807 B60/G01 F 352,890.00 ZZ
360 352,607.79 1
7.125 2,377.49 80
6.875 2,377.49 441,116.00
IRVINE CA 92618 1 01/22/01 00
0432619195 03 03/01/01 0
310236 O 02/01/31
0
4236918 B60/G01 F 300,300.00 ZZ
360 300,088.05 2
7.750 2,151.39 70
7.500 2,151.39 428,995.00
HARBOR CITY (AR CA 90710 1 01/23/01 00
0432584084 05 03/01/01 0
305017 O 02/01/31
0
4237146 E22/G01 F 646,400.00 ZZ
360 645,908.15 1
7.375 4,464.52 80
7.125 4,464.52 808,000.00
SEATTLE WA 98109 1 01/23/01 00
0412344053 05 03/01/01 0
0412344053 O 02/01/31
0
4239937 944/G01 F 200,000.00 ZZ
360 200,000.00 1
7.875 1,450.14 95
7.625 1,450.14 211,500.00
CAVE CREEK AZ 85331 2 02/05/01 01
0432622017 05 04/01/01 30
W88004476 O 03/01/31
0
4242089 E23/G01 F 148,300.00 ZZ
360 148,300.00 1
7.250 1,011.67 46
7.000 1,011.67 325,000.00
SAN DIEGO CA 92129 2 02/01/01 00
0432618601 05 04/01/01 0
1
11001095 O 03/01/31
0
4243020 685/G01 F 330,000.00 ZZ
360 330,000.00 1
7.125 2,223.27 78
6.875 2,223.27 425,000.00
TUSTIN CA 92780 5 02/14/01 00
0432619633 05 04/01/01 0
125015 O 03/01/31
0
4245710 975/G01 F 360,000.00 ZZ
360 359,719.17 1
7.250 2,455.83 60
7.000 2,455.83 610,000.00
SIMI VALLEY CA 93065 1 01/19/01 00
0432599710 03 03/01/01 0
2002667 O 02/01/31
0
4245758 B57/G01 F 300,000.00 T
360 299,788.26 1
7.750 2,149.24 75
7.500 2,149.24 400,000.00
SEASIDE PARK NJ 08752 1 01/18/01 00
0432609824 05 03/01/01 0
2015683 O 02/01/31
0
4245792 U80/U80 F 400,000.00 ZZ
360 191,613.81 1
8.000 2,935.05 87
7.750 2,935.05 460,000.00
SIMPSONVILLE SC 29680 1 07/31/00 10
0000034508 05 09/01/00 25
0000034508 O 08/01/30
0
4246402 369/G01 F 500,000.00 ZZ
360 499,647.11 1
7.750 3,582.06 65
7.500 3,582.06 770,000.00
LUTHERVILLE XXX MD 21093 1 01/11/01 00
0432595205 05 03/01/01 0
0072658958 O 02/01/31
0
1
4246759 E87/G01 F 341,600.00 ZZ
360 341,600.00 1
7.250 2,330.31 80
7.000 2,330.31 427,000.00
CAMARILLO CA 93010 1 02/16/01 00
0432622249 29 04/01/01 0
70003257 O 03/01/31
0
4250001 369/G01 F 372,000.00 ZZ
360 372,000.00 1
7.375 2,569.31 80
7.125 2,569.31 465,000.00
SAN ANTONIO TX 78212 1 02/02/01 00
0432605897 05 04/01/01 0
0072750730 O 03/01/31
0
4250234 956/G01 F 650,000.00 ZZ
360 649,517.61 1
7.500 4,544.89 78
7.250 4,544.89 835,000.00
SAN JOSE CA 95129 2 01/17/01 00
0432594703 05 03/01/01 0
711010059 O 02/01/31
0
4250274 822/G01 F 402,400.00 ZZ
360 401,604.96 1
8.125 2,987.81 80
7.875 2,987.81 503,000.00
CAMBRIDGE MA 02138 1 11/30/00 00
0432604320 05 01/01/01 0
3446001344 O 12/01/30
0
4250352 956/G01 F 364,000.00 ZZ
360 363,729.86 1
7.500 2,545.14 80
7.250 2,545.14 455,000.00
GLENDORA CA 91741 2 01/12/01 00
0432629301 05 03/01/01 0
1511010038 O 02/01/31
0
4251189 665/G01 F 338,000.00 ZZ
360 338,000.00 1
7.000 2,248.72 46
6.750 2,248.72 750,000.00
1
MOUNTAIN VIEW CA 94040 5 02/02/01 00
0432621001 05 04/01/01 0
88100310 O 03/01/31
0
4251303 253/253 F 160,000.00 ZZ
360 160,000.00 1
7.875 1,160.12 80
7.625 1,160.12 200,000.00
LAKE CITY CO 81235 1 02/05/01 00
956767 05 04/01/01 0
956767 O 03/01/31
0
4251492 163/G01 F 329,000.00 ZZ
360 329,000.00 1
7.500 2,300.42 70
7.250 2,300.42 470,000.00
ANGEL FIRE NM 87710 2 02/02/01 00
0432632800 05 04/01/01 0
1817889827 O 03/01/31
0
4251651 163/G01 F 439,200.00 ZZ
360 439,200.00 1
8.000 3,222.69 71
7.750 3,222.69 620,000.00
HIGHLAND MI 48356 2 02/02/01 00
0432622132 29 04/01/01 0
39175859689 O 03/01/31
0
4255830 964/G01 F 425,000.00 ZZ
360 425,000.00 1
7.625 3,008.12 66
7.375 3,008.12 650,000.00
CORTE MADERA CA 94925 5 02/09/01 00
0432624310 05 04/01/01 0
400104134 O 03/01/31
0
4256168 964/G01 F 332,000.00 ZZ
360 332,000.00 1
7.375 2,293.04 80
7.125 2,293.04 415,000.00
EL DORADO HILLS CA 95762 1 02/06/01 00
0432619435 05 04/01/01 0
104391 O 03/01/31
0
1
4256431 E65/G01 F 342,000.00 ZZ
360 341,770.53 1
8.000 2,509.47 90
7.750 2,509.47 380,000.00
LYONS MI 48851 1 02/06/01 11
0432619328 05 03/01/01 25
232197 O 02/01/31
0
4256469 956/G01 F 335,000.00 ZZ
360 334,745.09 1
7.375 2,313.76 80
7.125 2,313.76 420,000.00
GLENDALE AZ 85308 1 01/17/01 00
0432578961 03 03/01/01 0
411010034 O 02/01/31
0
4256612 956/G01 F 388,000.00 ZZ
360 387,422.30 1
7.500 2,712.95 71
7.250 2,712.95 550,000.00
FULLERTON CA 92832 2 12/14/00 00
0432589265 05 02/01/01 0
001130000040 O 01/01/31
0
4257467 964/G01 F 353,000.00 ZZ
360 353,000.00 1
7.875 2,559.50 79
7.625 2,559.50 449,000.00
HOLLISTER CA 95023 2 02/07/01 00
0432624773 05 04/01/01 0
10297 O 03/01/31
0
4258811 964/G01 F 298,250.00 ZZ
360 298,039.50 1
7.750 2,136.70 79
7.500 2,136.70 380,000.00
ORANGE CA 92867 2 01/23/01 00
0432595056 03 03/01/01 0
98838 O 02/01/31
0
4259038 E22/G01 F 155,800.00 ZZ
360 155,690.04 1
1
7.750 1,116.17 49
7.500 1,116.17 318,500.00
EVERGREEN CO 80439 1 01/31/01 00
0412301616 05 03/01/01 0
0412301616 O 02/01/31
0
4259088 E22/G01 F 314,000.00 ZZ
240 313,424.17 1
7.375 2,505.62 49
7.125 2,505.62 651,000.00
DANA POINT CA 92629 2 01/24/01 00
0412336471 05 03/01/01 0
0412336471 O 02/01/21
0
4259122 E22/G01 F 405,000.00 ZZ
360 404,721.28 1
7.875 2,936.53 73
7.625 2,936.53 555,000.00
FAIRWAY KS 66205 2 01/26/01 00
0412346140 03 03/01/01 0
0412346140 O 02/01/31
0
4259140 E22/G01 F 333,000.00 ZZ
360 332,764.97 1
7.750 2,385.65 60
7.500 2,385.65 560,000.00
SAN FRANCISCO CA 94132 2 01/25/01 00
0412351496 05 03/01/01 0
0412351496 O 02/01/31
0
4259206 M32/M32 F 351,000.00 ZZ
360 350,732.92 1
7.375 2,424.27 90
7.125 2,424.27 390,000.00
SUDBURY MA 01776 1 01/12/01 00
385041267 05 03/01/01 0
385041267 O 02/01/31
0
4259677 964/G01 F 410,000.00 ZZ
360 410,000.00 1
7.250 2,796.92 69
7.000 2,796.92 600,000.00
REDWOOD CITY CA 94061 5 02/08/01 00
0432629194 05 04/01/01 0
1
104101 O 03/01/31
0
4260582 956/G01 F 391,000.00 ZZ
360 390,724.04 1
7.750 2,801.17 75
7.500 2,801.17 525,000.00
GOLETA CA 93117 2 01/19/01 00
0432606846 05 03/01/01 0
2911010056 O 02/01/31
0
4260709 964/G01 F 389,000.00 ZZ
360 389,000.00 1
7.625 2,753.32 60
7.375 2,753.32 655,000.00
LOS GATOS CA 95033 2 02/13/01 00
0432648012 05 04/01/01 0
104375 O 03/01/31
0
4263646 B60/G01 F 312,000.00 ZZ
360 311,768.45 1
7.500 2,181.55 80
7.250 2,181.55 390,000.00
SANTA MONICA CA 90402 2 01/29/01 00
0432636124 01 03/01/01 0
310432 O 02/01/31
0
4263820 B60/G01 F 296,000.00 ZZ
360 295,801.39 1
8.000 2,171.94 71
7.750 2,171.94 420,000.00
BREA CA 92821 2 01/26/01 00
0432614899 03 03/01/01 0
309186 O 02/01/31
0
4263947 069/G01 F 448,000.00 ZZ
360 447,659.10 1
7.375 3,094.23 80
7.125 3,094.23 560,000.00
SANTA CRUZ CA 95062 1 01/12/01 00
0432607414 05 03/01/01 0
88101159 O 02/01/31
0
1
4263975 588/G01 F 390,000.00 ZZ
360 390,000.00 1
7.625 2,760.40 80
7.375 2,760.40 490,000.00
MC LEAN VA 22101 1 02/07/01 00
0432641074 05 04/01/01 0
1033999 O 03/01/31
0
4264058 956/G01 F 366,250.00 ZZ
360 365,971.31 1
7.375 2,529.60 56
7.125 2,529.60 660,261.00
KELLER TX 76248 1 01/25/01 00
0432581650 03 03/01/01 0
1611010094 O 02/01/31
0
4264206 069/G01 F 535,200.00 ZZ
360 534,782.49 1
7.250 3,651.01 80
7.000 3,651.01 669,000.00
RANCHO PALOS VE CA 90275 1 01/12/01 00
0432595114 05 03/01/01 0
88105341 O 02/01/31
0
4266485 964/G01 F 461,000.00 ZZ
360 461,000.00 1
7.500 3,223.38 58
7.250 3,223.38 800,000.00
SAN FRANCISCO CA 94131 5 02/01/01 00
0432624682 05 04/01/01 0
100427 O 03/01/31
0
4266902 964/G01 F 308,000.00 ZZ
360 308,000.00 1
7.125 2,075.05 80
6.875 2,075.05 385,000.00
FREMONT CA 94538 1 02/07/01 00
0432629335 05 04/01/01 0
51689 O 03/01/31
0
4267629 E22/G01 F 428,400.00 ZZ
360 428,400.00 1
7.875 3,106.20 80
7.625 3,106.20 535,500.00
1
SAN JOSE CA 95125 1 01/23/01 00
0412341257 05 04/01/01 0
0412341257 O 03/01/31
0
4267641 E22/G01 F 480,000.00 ZZ
360 479,625.55 1
7.250 3,274.45 76
7.000 3,274.45 635,000.00
SOUTH SAN FRANC CA 94080 1 01/30/01 00
0412360547 03 03/01/01 0
0412360547 O 02/01/31
0
4267900 B90/G01 F 314,000.00 ZZ
360 314,000.00 1
7.875 2,276.72 79
7.625 2,276.72 400,000.00
CALEDONIA IL 61011 2 02/12/01 00
0432637833 05 04/01/01 0
901622351 O 03/01/31
0
4268124 163/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
7.875 7,250.69 63
7.625 7,250.69 1,600,000.00
PLANTATION KEY FL 33036 1 02/01/01 00
0432634913 05 04/01/01 0
217844558 O 03/01/31
0
4268546 964/G01 F 310,000.00 ZZ
360 310,000.00 1
7.125 2,088.53 59
6.875 2,088.53 529,000.00
NOVATO CA 94945 1 02/16/01 00
0432634970 05 04/01/01 0
400 O 03/01/31
0
4268610 025/025 F 311,000.00 ZZ
360 310,367.76 1
8.000 2,282.01 77
7.750 2,282.01 406,000.00
NEWTON MA 02465 1 11/30/00 00
138443775 01 01/01/01 0
138443775 O 12/01/30
0
1
4268757 025/025 F 284,700.00 ZZ
360 284,122.84 1
8.000 2,089.03 75
7.750 2,089.03 380,000.00
MONTEREY CA 93940 5 11/08/00 00
0138461827 05 01/01/01 0
0138461827 O 12/01/30
0
4268828 025/025 F 402,000.00 ZZ
360 401,225.68 1
8.250 3,020.09 75
8.000 3,020.09 540,000.00
FAYETTEVILLE GA 30214 5 11/28/00 00
138536834 05 01/01/01 0
138536834 O 12/01/30
0
4268894 025/025 F 600,000.00 ZZ
360 598,753.09 1
7.875 4,350.42 80
7.625 4,350.42 750,000.00
MALVERN PA 19355 1 11/30/00 00
0138447867 05 01/01/01 0
0138447867 O 12/01/30
0
4271136 025/025 F 370,400.00 ZZ
360 369,610.63 1
7.750 2,653.60 80
7.500 2,653.60 463,000.00
LOS ANGELES CA 90025 1 11/21/00 00
0138507736 08 01/01/01 0
0138507736 O 12/01/30
0
4271214 163/G01 F 649,950.00 ZZ
360 649,950.00 1
7.875 4,712.59 67
7.625 4,712.59 970,000.00
BROOMFIELD CO 80020 2 02/08/01 00
0432630325 03 04/01/01 0
1817883531 O 03/01/31
0
4271508 025/025 F 294,400.00 ZZ
360 293,788.20 1
1
7.875 2,134.60 95
7.625 2,134.60 309,900.00
BIRMINGHAM AL 35242 1 11/30/00 01
138456140 03 01/01/01 30
138456140 O 12/01/30
0
4272017 253/253 F 497,750.00 ZZ
360 497,351.95 1
7.125 3,353.44 80
6.875 3,353.44 622,200.00
HIGHLAND VILLAG TX 75077 1 01/23/01 00
948828 03 03/01/01 0
948828 O 02/01/31
0
4275500 Q73/G01 F 311,000.00 ZZ
360 311,000.00 1
7.250 2,121.57 80
7.000 2,121.57 390,000.00
HATTIESBURG MS 39402 2 02/13/01 00
0432630457 05 04/01/01 0
2782834 O 03/01/31
0
4275733 956/G01 F 469,100.00 ZZ
360 468,734.06 1
7.250 3,200.09 80
7.000 3,200.09 589,900.00
PORTLAND OR 97229 1 01/29/01 00
0432583557 03 03/01/01 0
1710120042 O 02/01/31
0
4276128 956/G01 F 307,950.00 ZZ
360 307,715.68 1
7.375 2,126.93 80
7.125 2,126.93 385,000.00
OAKLEY CA 94561 1 01/15/01 00
0432602928 05 03/01/01 0
211010083 O 02/01/31
0
4277799 U05/G01 F 420,000.00 ZZ
360 420,000.00 1
8.125 3,118.49 80
7.875 3,118.49 525,000.00
ATLANTA GA 30327 1 02/15/01 00
0432620052 05 04/01/01 0
1
3101265 O 03/01/31
0
4278065 L60/L60 F 538,150.00 ZZ
360 537,387.91 1
7.750 3,855.37 80
7.500 3,855.37 672,740.00
BURKE VA 22015 1 12/29/00 00
6960059709 03 02/01/01 0
6960059709 O 01/01/31
0
4278132 L60/L60 F 343,200.00 ZZ
360 342,969.72 1
8.000 2,518.28 80
7.750 2,518.28 429,000.00
ASHEVILLE NC 28803 1 01/08/01 00
6610570362 05 03/01/01 0
6610570362 O 02/01/31
0
4278202 L60/L60 F 400,000.00 ZZ
360 399,717.68 1
7.750 2,865.65 58
7.500 2,865.65 700,000.00
CHESTER MD 21619 1 01/05/01 00
6960066349 05 03/01/01 0
6960066349 O 02/01/31
0
4278316 L60/L60 F 356,000.00 ZZ
360 355,767.13 1
8.125 2,643.29 80
7.875 2,643.29 445,000.00
HAYMARKET VA 20169 1 01/05/01 00
6610550418 05 03/01/01 0
6610550418 O 02/01/31
0
4278388 L60/L60 F 375,000.00 ZZ
360 374,495.08 1
8.000 2,751.62 78
7.750 2,751.62 485,000.00
STAFFORD VA 22554 5 12/29/00 00
6960062289 03 02/01/01 0
6960062289 O 01/01/31
0
1
4282871 956/G01 F 300,000.00 ZZ
360 299,788.26 1
7.750 2,149.24 74
7.500 2,149.24 410,000.00
BRENTWOOD CA 94513 2 01/18/01 00
0432600583 05 03/01/01 0
211010041 O 02/01/31
0
4283412 956/G01 F 312,000.00 ZZ
360 311,762.59 1
7.375 2,154.91 80
7.125 2,154.91 390,000.00
SCOTTSDALE AZ 85259 1 01/24/01 00
0432584886 03 03/01/01 0
411010053 O 02/01/31
0
4283466 Q73/G01 F 560,000.00 ZZ
360 560,000.00 1
7.500 3,915.60 80
7.250 3,915.60 700,000.00
TUPELO MS 38801 2 02/14/01 00
0432639649 05 04/01/01 0
2780331 O 03/01/31
0
4287814 696/G01 F 365,000.00 ZZ
360 364,722.27 1
7.375 2,520.96 79
7.125 2,520.96 465,000.00
ALEXANDRIA VA 22302 2 01/31/01 00
0432576023 05 03/01/01 0
23101010 O 02/01/31
0
4289111 477/G01 F 251,250.00 ZZ
360 251,250.00 1
7.250 1,713.97 75
7.000 1,713.97 335,000.00
DIAMOND BAR CA 91765 1 02/16/01 00
0432632776 05 04/01/01 0
0100154 O 03/01/31
0
4289424 E22/G01 F 106,000.00 ZZ
360 105,925.18 1
7.750 759.40 70
7.500 759.40 153,000.00
1
OAK LEAF TX 75154 5 01/26/01 00
0412322083 05 03/01/01 0
0412322083 O 02/01/31
0
4289449 E22/G01 F 370,000.00 ZZ
360 369,718.46 1
7.375 2,555.50 58
7.125 2,555.50 642,900.00
MONTARA CA 94037 1 01/31/01 00
0412352452 05 03/01/01 0
0412352452 O 02/01/31
0
4289454 E22/G01 F 485,000.00 ZZ
360 483,952.14 1
7.375 3,349.77 24
7.125 3,349.77 2,100,000.00
LOS ALTOS CA 94022 2 01/25/01 00
0412353526 05 03/01/01 0
0412353526 O 02/01/31
0
4289955 369/G01 F 327,900.00 ZZ
360 327,900.00 1
7.625 2,320.86 80
7.375 2,320.86 409,900.00
RALEIGH NC 27614 1 02/15/01 00
0432633584 03 04/01/01 0
14255164 O 03/01/31
0
4290074 956/G01 F 336,000.00 ZZ
360 335,744.33 1
7.375 2,320.67 80
7.125 2,320.67 420,000.00
PLYMOUTH MN 55446 1 01/31/01 00
0432584316 05 03/01/01 0
3511010012 O 02/01/31
0
4290106 956/G01 F 332,250.00 ZZ
360 331,997.18 1
7.375 2,294.77 75
7.125 2,294.77 443,000.00
SANTA ROSA CA 95403 1 01/19/01 00
0432595403 05 03/01/01 0
810120134 O 02/01/31
0
1
4291913 696/G01 F 420,000.00 ZZ
360 419,718.19 1
8.000 3,081.81 70
7.750 3,081.81 601,000.00
ALEXANDRIA VA 22308 5 01/29/01 00
0432609683 05 03/01/01 0
24601005 O 02/01/31
0
4294385 E82/G01 F 452,000.00 ZZ
360 451,680.99 1
7.750 3,238.18 54
7.500 3,238.18 850,000.00
CONCORD MA 01742 2 02/01/01 00
0400371621 05 03/01/01 0
1996086 O 02/01/31
0
4295140 F19/G01 F 339,000.00 ZZ
360 339,000.00 1
7.375 2,341.39 67
7.125 2,341.39 510,000.00
WATSONVILLE CA 95076 5 02/09/01 00
0432619492 05 04/01/01 0
618614 O 03/01/31
0
4296713 253/253 F 319,094.00 ZZ
360 318,874.39 1
7.875 2,313.66 90
7.625 2,313.66 355,000.00
MAGNOLIA TX 77355 4 01/25/01 19
938145 03 03/01/01 25
938145 O 02/01/31
0
4296792 E22/G01 F 95,750.00 ZZ
360 95,687.37 1
8.125 710.94 58
7.875 710.94 165,990.00
HIALEAH FL 33014 1 02/06/01 00
0412325441 05 03/01/01 0
0412325441 O 02/01/31
0
4297899 956/G01 F 314,150.00 ZZ
360 313,910.95 1
1
7.375 2,169.76 80
7.125 2,169.76 392,712.00
PARK CITY UT 84098 1 01/23/01 00
0432604478 05 03/01/01 0
1000002502 O 02/01/31
0
4298277 L46/L46 F 426,550.00 ZZ
360 425,135.82 1
8.125 3,167.13 80
7.875 3,167.13 533,246.00
FLOWER MOUND TX 75028 1 09/29/00 00
0000913855 03 11/01/00 0
0000913855 O 10/01/30
0
4298649 163/G01 F 540,000.00 ZZ
360 539,637.67 1
8.000 3,962.33 80
7.750 3,962.33 675,000.00
ROCKLIN CA 95765 1 12/27/00 00
0432613891 03 03/01/01 0
717780216 O 02/01/31
0
4299016 163/G01 F 367,800.00 ZZ
360 367,553.21 1
8.000 2,698.79 74
7.750 2,698.79 500,000.00
BOCA RATON FL 33486 5 01/16/01 00
0432607976 03 03/01/01 0
7717789076 O 02/01/31
0
4299691 624/G01 F 600,000.00 ZZ
360 600,000.00 1
7.375 4,144.05 80
7.125 4,144.05 750,000.00
SANTA CRUZ CA 95062 1 02/20/01 00
0432643930 05 04/01/01 0
88615010066F O 03/01/31
0
4300614 E23/G01 F 368,400.00 ZZ
360 368,400.00 1
7.500 2,575.91 80
7.250 2,575.91 461,573.00
SAN MARCOS CA 92078 1 02/15/01 00
0432630663 03 04/01/01 0
1
11001910 O 03/01/31
0
4301735 696/G01 F 644,000.00 ZZ
360 644,000.00 1
7.875 4,669.45 68
7.625 4,669.45 950,000.00
MIDDLEBURG VA 20117 1 02/06/01 00
0432608453 03 04/01/01 0
50101010 O 03/01/31
0
4301775 D03/D03 F 450,000.00 ZZ
360 450,000.00 1
6.875 2,956.18 65
6.625 2,956.18 700,000.00
STANFORD CA 94305 5 02/13/01 00
653961 02 04/01/01 0
653961 O 03/01/31
0
4302303 588/G01 F 279,900.00 ZZ
360 279,702.45 1
7.750 2,005.24 80
7.500 2,005.24 349,900.00
MARBURY MD 20658 1 01/26/01 00
0432604312 05 03/01/01 0
1032676 O 02/01/31
0
4303926 664/G01 F 340,000.00 ZZ
360 339,771.87 1
8.000 2,494.80 71
7.750 2,494.80 485,000.00
BARRINGTON IL 60010 5 01/05/01 00
0432615953 05 03/01/01 0
0003785714 O 02/01/31
0
4303939 K88/G01 F 475,000.00 ZZ
360 474,664.75 1
7.750 3,402.96 80
7.500 3,402.96 595,000.00
WOODCLIFF LAKE NJ 07675 1 01/30/01 00
0432601896 05 03/01/01 0
26733 O 02/01/31
0
1
4303987 550/550 F 535,200.00 ZZ
360 534,822.26 1
7.750 3,834.24 80
7.500 3,834.24 669,000.00
NETHER PROVIDEN PA 19086 1 01/12/01 00
120360735 05 03/01/01 0
120360735 O 02/01/31
0
4304254 E22/G01 F 649,950.00 ZZ
360 649,950.00 1
7.250 4,433.80 60
7.000 4,433.80 1,100,000.00
LOS ANGELES CA 90068 1 02/02/01 00
0412332918 05 04/01/01 0
0412332918 O 03/01/31
0
4304264 E22/G01 F 168,000.00 ZZ
360 168,000.00 1
8.000 1,232.72 80
7.750 1,232.72 210,000.00
ELK GROVE CA 95624 2 02/02/01 00
0412347817 05 04/01/01 0
0412347817 O 03/01/31
0
4304275 E22/G01 F 245,000.00 ZZ
360 245,000.00 1
7.875 1,776.42 60
7.625 1,776.42 410,000.00
ANTIOCH CA 94509 1 02/03/01 00
0412361834 05 04/01/01 0
0412361834 O 03/01/31
0
4304285 E22/G01 F 251,750.00 ZZ
360 251,750.00 1
8.000 1,847.25 95
7.750 1,847.25 265,000.00
PICO RIVERA CA 90660 1 02/02/01 04
0412368458 05 04/01/01 30
0412368458 O 03/01/31
0
4304706 E82/G01 F 396,000.00 ZZ
360 395,727.48 1
7.875 2,871.27 80
7.625 2,871.27 495,500.00
1
TUCSON AZ 85750 2 02/01/01 00
0400368783 03 03/01/01 0
3686637 O 02/01/31
0
4304707 E82/G01 F 424,300.00 ZZ
360 424,300.00 1
7.875 3,076.47 54
7.625 3,076.47 800,000.00
BRIDGEWATER NJ 08807 2 02/05/01 00
0400370672 05 04/01/01 0
0400370672 O 03/01/31
0
4304710 E82/G01 F 660,000.00 ZZ
360 659,545.79 1
7.875 4,785.46 38
7.625 4,785.46 1,750,000.00
NEWPORT BEACH CA 92660 2 02/02/01 00
0400369047 03 03/01/01 0
3750443 O 02/01/31
0
4304723 757/G01 F 340,200.00 ZZ
360 339,965.87 1
7.875 2,466.69 90
7.625 2,466.69 378,000.00
KENNEBUNK ME 04043 2 01/26/01 01
0432600757 05 03/01/01 25
1000109650 O 02/01/31
0
4304724 956/G01 F 350,000.00 ZZ
360 350,000.00 1
7.375 2,417.36 77
7.125 2,417.36 455,000.00
WILTON CT 06897 1 02/01/01 00
0432615912 05 04/01/01 0
34110100434 O 03/01/31
0
4305709 588/G01 F 292,000.00 ZZ
360 291,808.99 1
8.125 2,168.09 80
7.875 2,168.09 365,000.00
LORTON VA 22079 1 01/25/01 00
0432600054 03 03/01/01 0
1031456 O 02/01/31
0
1
4305875 025/025 F 447,440.00 ZZ
360 446,578.14 1
8.250 3,361.47 80
8.000 3,361.47 560,000.00
SALINAS CA 93907 1 11/06/00 00
0138177753 05 01/01/01 0
0138177753 O 12/01/30
0
4306186 025/025 F 420,400.00 ZZ
360 419,569.40 1
8.125 3,121.46 80
7.875 3,121.46 525,500.00
GREAT FALLS VA 22066 1 11/30/00 00
0138539242 03 01/01/01 0
0138539242 O 12/01/30
0
4306823 025/025 F 500,000.00 ZZ
360 498,934.44 1
7.750 3,582.07 52
7.500 3,582.07 970,000.00
WYNNEWOOD PA 19096 2 11/16/00 00
138516802 05 01/01/01 0
138516802 O 12/01/30
0
4306978 025/025 F 560,000.00 ZZ
360 558,893.61 1
8.125 4,157.98 80
7.875 4,157.98 700,000.00
MACON GA 31210 1 11/15/00 00
0025423252 05 01/01/01 0
0025423252 O 12/01/30
0
4307145 025/025 F 335,600.00 ZZ
360 333,388.42 1
7.875 2,433.34 70
7.625 2,433.34 482,000.00
ATLANTA GA 30319 1 11/21/00 00
138544002 05 01/01/01 0
138544002 O 12/01/30
0
4307247 025/025 F 360,320.00 ZZ
360 359,625.94 1
1
8.250 2,706.97 80
8.000 2,706.97 450,400.00
BATAVIA IL 60510 1 11/29/00 00
0138427026 05 01/01/01 0
0138427026 O 12/01/30
0
4307404 025/025 F 352,800.00 ZZ
360 352,085.09 1
8.000 2,588.72 80
7.750 2,588.72 441,000.00
ALPHARETTA GA 30004 1 11/29/00 00
0025371600 03 01/01/01 0
0025371600 O 12/01/30
0
4307457 B60/G01 F 310,430.00 ZZ
360 310,193.79 1
7.375 2,144.06 44
7.125 2,144.06 720,000.00
HERMOSA BEACH CA 90254 2 01/26/01 00
0432600526 05 03/01/01 0
310381 O 02/01/31
0
4307498 025/025 F 340,000.00 ZZ
360 339,275.43 1
7.750 2,435.80 80
7.500 2,435.80 425,000.00
FRESNO CA 93711 1 11/09/00 00
0138460712 05 01/01/01 0
0138460712 O 12/01/30
0
4307737 025/025 F 284,000.00 ZZ
360 283,189.31 1
7.750 2,034.62 80
7.500 2,034.62 355,000.00
AURORA CO 80015 2 11/21/00 00
0138395025 03 01/01/01 0
0138395025 O 12/01/30
0
4308212 025/025 F 351,900.00 ZZ
360 351,168.68 1
7.875 2,551.52 75
7.625 2,551.52 470,000.00
KINGSPORT TN 37664 1 11/15/00 00
0021819867 05 01/01/01 0
1
0021819867 O 12/01/30
0
4308225 696/G01 F 893,100.00 ZZ
360 892,469.66 1
7.750 6,398.28 60
7.500 6,398.28 1,496,000.00
ALEXANDRIA VA 22309 2 02/02/01 00
0432612976 05 03/01/01 0
10001004 O 02/01/31
0
4308333 E87/G01 F 500,000.00 ZZ
360 500,000.00 1
7.625 3,538.97 65
7.375 3,538.97 775,000.00
SANTA BARBARA CA 93108 1 02/15/01 00
0432637015 05 04/01/01 0
70003232 O 03/01/31
0
4308365 025/025 F 310,000.00 ZZ
360 309,371.79 1
8.000 2,274.68 48
7.750 2,274.68 650,000.00
NEWTON MA 02459 1 11/10/00 00
138519053 05 01/01/01 0
138519053 O 12/01/30
0
4308519 025/025 F 369,000.00 ZZ
360 368,213.63 1
7.750 2,643.56 90
7.500 2,643.56 410,000.00
ARLINGTON MA 02476 1 11/30/00 10
0138436829 05 01/01/01 25
0138436829 O 12/01/30
0
4308741 025/025 F 435,000.00 ZZ
360 434,118.51 1
8.000 3,191.88 49
7.750 3,191.88 900,000.00
LEAWOOD KS 66206 5 11/20/00 00
138453279 03 01/01/01 0
138453279 O 12/01/30
0
1
4308926 025/025 F 286,300.00 ZZ
360 285,719.85 1
8.000 2,100.77 95
7.750 2,100.77 301,400.00
CORONA CA 92882 1 11/17/00 12
0138507751 05 01/01/01 30
0138507751 O 12/01/30
0
4309003 025/025 F 332,000.00 ZZ
360 331,327.23 1
8.000 2,436.10 80
7.750 2,436.10 415,000.00
SEATTLE WA 98126 1 11/20/00 00
0138573332 05 01/01/01 0
0138573332 O 12/01/30
0
4309180 025/025 F 380,000.00 ZZ
360 379,210.31 1
7.875 2,755.26 70
7.625 2,755.26 550,000.00
WINSTON GA 30187 1 11/27/00 00
0020141537 05 01/01/01 0
0020141537 O 12/01/30
0
4310354 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
7.500 2,097.64 46
7.250 2,097.64 655,000.00
MORAGA CA 94556 1 02/06/01 00
0412346884 03 04/01/01 0
0412346884 O 03/01/31
0
4310361 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
7.750 2,149.24 75
7.500 2,149.24 400,000.00
WESTMINSTER CA 92683 1 01/30/01 00
0412355174 05 04/01/01 0
0412355174 O 03/01/31
0
4310370 E22/G01 F 351,000.00 ZZ
360 351,000.00 1
7.125 2,364.75 90
6.875 2,364.75 390,000.00
1
HERMOSA BEACH CA 90254 1 02/06/01 04
0412372476 01 04/01/01 25
0412372476 O 03/01/31
0
4310764 025/025 F 450,000.00 ZZ
360 449,110.91 1
8.125 3,341.24 64
7.875 3,341.24 710,000.00
DURANGO CO 81301 1 11/09/00 00
138523055 03 01/01/01 0
138523055 O 12/01/30
0
4310794 025/025 F 292,950.00 ZZ
360 292,102.57 1
8.000 2,149.57 80
7.750 2,149.57 366,200.00
TORRANCE CA 90505 1 11/16/00 00
0138507165 05 01/01/01 0
0138507165 O 12/01/30
0
4310873 025/025 F 294,400.00 ZZ
360 293,601.89 1
8.000 2,160.21 80
7.750 2,160.21 368,000.00
ALPHARETTA GA 30004 2 10/27/00 00
0138443718 03 12/01/00 0
0138443718 O 11/01/30
0
4310910 025/025 F 325,000.00 ZZ
360 324,253.53 1
7.375 2,244.70 79
7.125 2,244.70 415,000.00
GLEN ALLEN VA 23059 1 11/28/00 00
B10170138439732 03 01/01/01 0
B10170138439732 O 12/01/30
0
4310949 G75/G75 F 332,550.00 ZZ
360 332,326.86 1
8.000 2,440.14 80
7.750 2,440.14 415,725.00
SOUTH BRUNSWICK NJ 08824 1 01/26/01 00
04077120 05 03/01/01 0
04077120 O 02/01/31
0
1
4310951 G75/G75 F 210,300.00 ZZ
360 210,135.94 1
7.250 1,434.62 80
7.000 1,434.62 262,886.00
LAUREL MD 20723 1 01/31/01 00
04190409 05 03/01/01 0
04190409 O 02/01/31
0
4310952 G75/G75 F 564,400.00 ZZ
360 563,991.50 1
7.625 3,994.79 80
7.375 3,994.79 705,561.00
BRANCHBURG TOWN NJ 08853 1 01/31/01 00
04261258 03 03/01/01 0
04261258 O 02/01/31
0
4310954 G75/G75 F 333,000.00 ZZ
360 332,764.96 1
7.750 2,385.66 84
7.500 2,385.66 399,005.00
MONROE TOWNSHIP NJ 08831 1 01/05/01 01
04150936 03 03/01/01 12
04150936 O 02/01/31
0
4310955 G75/G75 F 300,000.00 ZZ
360 299,625.76 1
8.375 2,280.22 79
8.125 2,280.22 382,000.00
OPHELIA VA 22530 1 12/27/00 00
04202571 05 02/01/01 0
04202571 O 01/01/31
0
4310956 G75/G75 F 301,700.00 ZZ
360 301,203.27 1
8.125 2,240.12 53
7.875 2,240.12 575,000.00
BALTIMORE MD 21212 5 12/07/00 00
04207064 05 02/01/01 0
04207064 O 01/01/31
0
4310957 G75/G75 F 300,000.00 ZZ
240 298,977.94 1
1
8.000 2,509.33 75
7.750 2,509.33 400,000.00
NEW PROVIDENCE NJ 07974 5 12/18/00 00
04228501 05 02/01/01 0
04228501 O 01/01/21
0
4310958 G75/G75 F 632,000.00 ZZ
360 631,149.04 1
8.000 4,637.40 80
7.750 4,637.40 790,000.00
HOPEWELL TOWNSH NJ 08534 1 12/07/00 00
04221482 05 02/01/01 0
04221482 O 01/01/31
0
4310959 G75/G75 F 400,000.00 ZZ
360 399,474.91 1
8.125 2,969.99 80
7.875 2,969.99 500,000.00
BRIDGEWATER NJ 08805 1 12/15/00 00
04127874 05 02/01/01 0
04127874 O 01/01/31
0
4310961 G75/G75 F 311,000.00 ZZ
360 310,581.25 1
8.000 2,282.01 75
7.750 2,282.01 420,000.00
VIRGINIA BEACH VA 23451 5 12/21/00 00
04236609 05 02/01/01 0
04236609 O 01/01/31
0
4310962 G75/G75 F 328,350.00 ZZ
360 327,950.75 1
8.500 2,524.73 80
8.250 2,524.73 410,472.00
ROCKVILLE VA 23146 1 12/18/00 00
04231572 05 02/01/01 0
04231572 O 01/01/31
0
4310963 G75/G75 F 362,800.00 ZZ
360 362,299.00 1
7.875 2,630.56 80
7.625 2,630.56 453,500.00
RICHMOND VA 23233 2 12/18/00 00
04234580 03 02/01/01 0
1
04234580 O 01/01/31
0
4310964 G75/G75 F 500,000.00 ZZ
360 499,343.64 1
8.125 3,712.49 74
7.875 3,712.49 683,359.00
HOPEWELL TOWNSH NJ 08638 1 12/19/00 00
04049183 05 02/01/01 0
04049183 O 01/01/31
0
4310965 G75/G75 F 400,000.00 ZZ
360 399,744.93 1
8.250 3,005.07 89
8.000 3,005.07 450,000.00
XXXXXXXX TOWNSH NJ 08690 2 12/28/00 01
04072005 05 03/01/01 25
04072005 O 02/01/31
0
4310966 G75/G75 F 332,000.00 ZZ
360 331,777.23 1
8.000 2,436.10 80
7.750 2,436.10 415,000.00
JENKINTOWN PA 19046 1 01/30/01 00
04225581 05 03/01/01 0
04225581 O 02/01/31
0
4310967 G75/G75 F 287,000.00 ZZ
360 286,802.49 1
7.875 2,080.95 80
7.625 2,080.95 360,500.00
PRINCETON NJ 08540 1 01/04/01 00
04232322 05 03/01/01 0
04232322 O 02/01/31
0
4310970 G75/G75 F 426,900.00 T
360 426,606.20 1
7.875 3,095.33 70
7.625 3,095.33 610,000.00
SEA GIRT BORO NJ 08750 1 01/30/01 00
04244529 05 03/01/01 0
04244529 O 02/01/31
0
1
4311015 025/025 F 296,000.00 ZZ
360 295,237.18 1
8.250 2,223.75 80
8.000 2,223.75 370,000.00
NASHVILLE TN 37205 1 10/31/00 00
0021436244 05 12/01/00 0
0021436244 O 11/01/30
0
4311170 025/025 F 390,000.00 ZZ
360 389,278.81 1
8.125 2,895.74 65
7.875 2,895.74 600,000.00
COLUMBUS GA 31904 2 11/21/00 00
0025237873 05 01/01/01 0
0025237873 O 12/01/30
0
4311271 025/025 F 320,000.00 ZZ
360 319,318.06 1
7.750 2,292.52 69
7.500 2,292.52 470,000.00
SAN DIEGO CA 92130 1 11/09/00 00
0138504568 05 01/01/01 0
0138504568 O 12/01/30
0
4311717 025/025 F 400,000.00 ZZ
360 399,188.59 1
8.000 2,935.06 80
7.750 2,935.06 500,000.00
MAITLAND FL 32751 1 11/15/00 00
0021978010 05 01/01/01 0
0021978010 O 12/01/30
0
4311795 025/025 F 327,350.00 ZZ
360 326,669.73 1
7.875 2,373.51 80
7.625 2,373.51 409,204.00
NEWBURY PARK AR CA 91320 1 11/15/00 00
138596713 03 01/01/01 0
138596713 O 12/01/30
0
4311851 025/025 F 320,000.00 ZZ
360 319,318.06 1
7.750 2,292.52 62
7.500 2,292.52 520,000.00
1
PLEASANTON CA 94588 1 11/27/00 00
0138462767 05 01/01/01 0
0138462767 O 12/01/30
0
4311916 025/025 F 324,000.00 ZZ
360 323,359.83 1
8.125 2,405.70 52
7.875 2,405.70 625,000.00
SUDBURY MA 01776 1 11/21/00 00
138516364 05 01/01/01 0
138516364 O 12/01/30
0
4312038 025/025 F 292,500.00 ZZ
360 291,615.04 1
8.750 2,301.10 72
8.500 2,301.10 410,000.00
QUINCEY MA 02171 5 09/28/00 00
138351002 05 12/01/00 0
138351002 O 11/01/30
0
4312103 025/025 F 310,000.00 T
360 309,159.63 1
8.000 2,274.67 68
7.750 2,274.67 458,800.00
HAYDEN ID 83835 1 10/12/00 00
0138423397 05 12/01/00 0
0138423397 O 11/01/30
0
4312174 025/025 F 279,000.00 ZZ
360 278,434.65 1
8.000 2,047.20 93
7.750 2,047.20 300,000.00
MORRISTOWN TN 37814 1 11/30/00 12
0020589859 05 01/01/01 30
0020589859 O 12/01/30
0
4313360 025/025 F 318,300.00 ZZ
360 317,458.66 1
8.125 2,363.37 80
7.875 2,363.37 400,000.00
GREEN OAKS IL 60048 1 10/27/00 00
0138016981 05 12/01/00 0
0138016981 O 11/01/30
0
1
4313811 025/025 F 344,000.00 ZZ
360 343,320.32 1
8.125 2,554.20 86
7.875 2,554.20 400,000.00
BLYTHEWOOD SC 29016 2 11/03/00 12
0138389333 09 01/01/01 25
0138389333 O 12/01/30
0
4313995 025/025 F 350,000.00 ZZ
360 349,290.75 1
8.000 2,568.18 77
7.750 2,568.18 460,000.00
NEWPORT VA 24128 1 11/13/00 00
0137484317 05 01/01/01 0
0137484317 O 12/01/30
0
4314269 964/G01 F 500,000.00 ZZ
360 500,000.00 1
7.500 3,496.07 63
7.250 3,496.07 800,000.00
ANAHEIM CA 92807 1 02/13/01 00
0432626224 03 04/01/01 0
105644 O 03/01/31
0
4314531 025/025 F 277,500.00 ZZ
360 276,951.74 1
8.125 2,060.43 80
7.875 2,060.43 347,500.00
LAGUNA NIGUEL CA 92677 1 11/28/00 00
0138208434 05 01/01/01 0
0138208434 O 12/01/30
0
4314651 025/025 F 358,500.00 ZZ
360 357,791.68 1
8.125 2,661.86 79
7.875 2,661.86 454,000.00
WINCHESTER MA 01890 2 11/29/00 00
0138458005 05 01/01/01 0
0138458005 O 12/01/30
0
4314763 025/025 F 317,000.00 ZZ
360 316,389.40 1
1
8.250 2,381.52 80
8.000 2,381.52 400,000.00
WAKEFIELD MA 01880 1 11/16/00 00
138454111 05 01/01/01 0
138454111 O 12/01/30
0
4314858 025/025 F 296,250.00 ZZ
360 295,576.05 1
8.250 2,225.63 75
8.000 2,225.63 395,000.00
CONCORD CA 94521 2 11/17/00 00
138532171 05 01/01/01 0
138532171 O 12/01/30
0
4314943 025/025 F 380,100.00 ZZ
354 379,049.60 1
8.125 2,833.54 90
7.875 2,833.54 422,500.00
GREEN COVE SPRI FL 32043 1 10/31/00 11
021170758 03 12/01/00 25
021170758 O 05/01/30
0
4315447 025/025 F 280,000.00 ZZ
360 279,418.10 1
7.875 2,030.20 56
7.625 2,030.20 500,000.00
ALEXANDRIA VA 22308 2 01/09/00 00
B10190138446224 05 01/01/01 0
B10190138446224 O 12/01/30
0
4315736 025/025 F 300,000.00 ZZ
360 299,422.14 1
8.250 2,253.80 56
8.000 2,253.80 540,000.00
FAIRFIELD CT 06430 1 11/17/00 00
0138086848 05 01/01/01 0
0138086848 O 12/01/30
0
4315826 025/025 F 273,600.00 ZZ
360 272,820.08 1
7.750 1,960.10 85
7.500 1,960.10 321,900.00
COLLIERVILLE TN 38017 1 10/31/00 10
138515028 05 12/01/00 12
1
138515028 O 11/01/30
0
4316101 025/025 F 312,000.00 ZZ
360 311,265.38 1
7.250 2,128.40 80
7.000 2,128.40 390,000.00
POWAY CA 92064 1 11/20/00 00
0138504956 05 01/01/01 0
0138504956 O 12/01/30
0
4316196 025/025 F 330,000.00 ZZ
360 329,022.43 1
7.750 2,364.16 66
7.500 2,364.16 505,000.00
XXXXXX OR 97402 5 11/17/00 00
138517123 05 01/01/01 0
138517123 O 12/01/30
0
4316265 025/025 F 432,000.00 ZZ
360 431,167.87 1
8.250 3,245.48 80
8.000 3,245.48 540,000.00
KIRKLAND WA 98033 1 11/20/00 00
0138408596 05 01/01/01 0
0138408596 O 12/01/30
0
4316364 025/025 F 300,000.00 ZZ
360 299,422.14 1
8.250 2,253.80 75
8.000 2,253.80 400,000.00
SAN JOSE CA 95111 1 11/06/00 00
0138185137 05 01/01/01 0
0138185137 O 12/01/30
0
4316472 025/025 F 313,500.00 ZZ
360 312,848.47 1
7.875 2,273.10 69
7.625 2,273.10 460,000.00
SAN DIEGO CA 92129 1 11/17/00 00
0138504832 05 01/01/01 0
0138504832 O 12/01/30
0
1
4316560 025/025 F 361,600.00 ZZ
360 360,829.39 1
7.750 2,590.55 80
7.500 2,590.55 452,000.00
SUDBURY MA 01776 1 11/17/00 00
138236542 05 01/01/01 0
138236542 O 12/01/30
0
4316632 025/025 F 299,600.00 ZZ
360 298,961.51 1
7.750 2,146.38 80
7.500 2,146.38 374,500.00
LIVERMORE CA 94550 1 11/15/00 00
0138177563 05 01/01/01 0
0138177563 O 12/01/30
0
4316686 025/025 F 380,000.00 ZZ
360 379,082.91 1
7.125 2,560.14 74
6.875 2,560.14 519,000.00
NORTH BEND WA 98045 1 11/10/00 00
0138409610 03 01/01/01 0
0138409610 O 12/01/30
0
4316762 025/025 F 300,000.00 ZZ
360 299,376.55 1
7.875 2,175.21 76
7.625 2,175.21 397,000.00
LIVERMORE CA 94550 1 11/17/00 00
0138177704 05 01/01/01 0
0138177704 O 12/01/30
0
4316899 025/025 F 410,600.00 ZZ
360 409,788.77 1
8.125 3,048.69 80
7.875 3,048.69 513,360.00
POWDER SPRINGS GA 30127 1 11/30/00 00
0020097309 03 01/01/01 0
0020097309 O 12/01/30
0
4317030 025/025 F 336,000.00 ZZ
360 335,297.17 1
7.875 2,436.24 78
7.625 2,436.24 435,000.00
1
VALLEY CENTER CA 92082 1 11/16/00 00
0138508155 05 01/01/01 0
0138508155 O 12/01/30
0
4317166 025/025 F 400,000.00 ZZ
360 399,229.52 1
8.250 3,005.07 80
8.000 3,005.07 500,000.00
ESCONDIDO CA 92026 1 11/16/00 00
0138504212 05 01/01/01 0
0138504212 O 12/01/30
0
4317677 964/G01 F 450,000.00 ZZ
360 450,000.00 1
7.875 3,262.81 68
7.625 3,262.81 667,000.00
UNION CITY CA 94587 2 02/13/01 00
0432644789 05 04/01/01 0
104284 O 03/01/31
0
4318681 E22/G01 F 572,000.00 ZZ
360 572,000.00 1
7.250 3,902.05 80
7.000 3,902.05 715,000.00
SAN JOSE CA 95117 1 01/31/01 00
0412368136 05 04/01/01 0
0412368136 O 03/01/31
0
4319034 025/025 F 297,600.00 ZZ
360 297,011.58 1
8.125 2,209.68 80
7.875 2,209.68 372,000.00
OVERLAND PARK KS 66224 2 11/29/00 00
0138482948 03 01/01/01 0
0138482948 O 12/01/30
0
4319130 025/025 F 375,900.00 ZZ
360 375,138.26 1
8.000 2,758.23 80
7.750 2,758.23 469,900.00
SAN DIEGO CA 92129 1 11/21/00 00
0138508080 05 01/01/01 0
0138508080 O 12/01/30
0
1
4319214 025/025 F 508,000.00 ZZ
360 506,970.61 1
8.000 3,727.52 80
7.750 3,727.52 635,000.00
COLORADO SPRING CO 80906 1 11/29/00 00
0138558952 05 01/01/01 0
0138558952 O 12/01/30
0
4319313 025/025 F 322,500.00 ZZ
360 321,894.44 1
8.375 2,451.23 75
8.125 2,451.23 430,000.00
TALLAHASSEE FL 32308 5 11/22/00 00
0020932422 05 01/01/01 0
0020932422 O 12/01/30
0
4319359 025/025 F 444,000.00 ZZ
360 443,122.46 1
8.125 3,296.69 80
7.875 3,296.69 555,000.00
SAN JOSE CA 95125 1 11/22/00 00
0138565148 05 01/01/01 0
0138565148 O 12/01/30
0
4319644 025/025 F 332,950.00 ZZ
360 332,106.31 1
8.750 2,619.32 90
8.500 2,619.32 369,956.00
CUMMING GA 30041 1 11/30/00 12
138541651 05 01/01/01 25
138541651 O 12/01/30
0
4319653 E85/G01 F 582,400.00 ZZ
360 582,400.00 1
7.750 4,172.38 80
7.500 4,172.38 728,000.00
SAN FRANCISCO CA 94114 1 02/01/01 00
0432607117 01 04/01/01 0
9608704 O 03/01/31
0
4319700 025/025 F 350,000.00 ZZ
360 342,622.86 1
1
7.875 2,537.75 64
7.625 2,537.75 550,000.00
ROCKY MOUNT NC 27804 5 11/27/00 00
0138457411 05 01/01/01 0
0138457411 O 12/01/30
0
4319748 025/025 F 288,750.00 ZZ
360 288,164.87 1
8.000 2,118.75 75
7.750 2,118.75 385,000.00
PLEASANT HILL CA 94523 5 11/28/00 00
0138518170 05 01/01/01 0
0138518170 O 12/01/30
0
4319855 025/025 F 423,750.00 ZZ
360 422,912.75 1
8.125 3,146.34 75
7.875 3,146.34 565,000.00
XXX HILLS NY 11746 1 11/28/00 00
029087440 05 01/01/01 0
029087440 O 12/01/30
0
4319987 025/025 F 288,000.00 ZZ
360 287,416.40 1
8.000 2,113.24 80
7.750 2,113.24 360,000.00
NICEVILLE FL 32578 1 11/15/00 00
0025355819 03 01/01/01 0
0025355819 O 12/01/30
0
4320355 025/025 F 331,900.00 ZZ
360 331,227.46 1
8.000 2,435.36 80
7.750 2,435.36 414,900.00
ALPHARETTA GA 30022 1 11/21/00 00
0020143343 03 01/01/01 0
0020143343 O 12/01/30
0
4320470 025/025 F 430,000.00 ZZ
360 428,973.50 1
8.625 3,344.50 72
8.375 3,344.50 600,000.00
XXXXXXXXX GA 30253 2 10/31/00 00
137721239 03 12/01/00 0
1
137721239 O 11/01/30
0
4320546 E23/G01 F 650,000.00 ZZ
360 650,000.00 1
7.500 4,544.89 77
7.250 4,544.89 849,500.00
RENO NV 89511 1 02/15/01 00
0432631885 03 04/01/01 0
11001696 O 03/01/31
0
4320566 025/025 F 332,000.00 ZZ
360 331,327.23 1
8.000 2,436.10 80
7.750 2,436.10 415,000.00
SAN LEANDRO CA 94579 1 11/13/00 00
0138461162 03 01/01/01 0
0138461162 O 12/01/30
0
4320630 025/025 F 522,450.00 ZZ
360 521,364.25 1
7.875 3,788.13 80
7.625 3,788.13 653,109.00
ATLANTA GA 30342 1 11/30/00 00
0138390653 05 01/01/01 0
0138390653 O 12/01/30
0
4320728 025/025 F 290,000.00 ZZ
360 289,332.57 1
8.125 2,153.24 72
7.875 2,153.24 405,000.00
MOUNT PROSPECT IL 60056 5 11/29/00 00
138520069 05 01/01/01 0
138520069 O 12/01/30
0
4321487 163/163 F 444,000.00 ZZ
360 443,694.44 1
7.875 3,219.31 80
7.625 3,219.31 555,041.00
GILROY CA 95020 1 12/27/00 00
717776966 05 03/01/01 0
717776966 O 02/01/31
0
1
4321825 163/163 F 287,900.00 ZZ
360 287,696.79 1
7.750 2,062.56 90
7.500 2,062.56 319,900.00
WEST GRANBY CT 06090 1 01/19/01 11
1000224123 05 03/01/01 25
1000224123 O 02/01/31
0
4322264 163/163 F 320,000.00 ZZ
360 319,744.10 1
7.125 2,155.90 61
6.875 2,155.90 531,000.00
XXXXXXXX NJ 08558 1 01/11/01 00
1000219159 03 03/01/01 0
1000219159 O 02/01/31
0
4322397 956/G01 F 364,500.00 ZZ
360 364,242.74 1
7.750 2,611.32 80
7.500 2,611.32 458,000.00
TORRANCE CA 90505 2 01/22/01 00
0432620706 05 03/01/01 0
511010080 O 02/01/31
0
4322825 163/163 F 360,000.00 ZZ
360 359,776.23 1
8.375 2,736.27 67
8.125 2,736.27 540,000.00
MASSAPEQUA PARK NY 11762 1 01/12/01 00
1000226674 05 03/01/01 0
1000226674 O 02/01/31
0
4323142 163/163 F 305,000.00 ZZ
360 304,800.48 1
8.125 2,264.62 88
7.875 2,264.62 347,000.00
CAPE XXXXXXXXX ME 04107 2 01/19/01 11
3217820897 05 03/01/01 25
3217820897 O 02/01/31
0
4323233 163/163 F 356,500.00 ZZ
360 353,550.44 1
7.250 2,431.96 90
7.000 2,431.96 398,266.00
1
BASKING RIDGE NJ 07920 1 01/29/01 11
1000248672 09 03/01/01 25
1000248672 O 02/01/31
0
4323412 956/G01 F 325,000.00 ZZ
360 324,752.71 1
7.375 2,244.69 79
7.125 2,244.69 415,000.00
GREENWOOD VILLA CO 80111 2 01/26/01 00
0432604221 05 03/01/01 0
2411010052 O 02/01/31
0
4323517 163/163 F 318,450.00 ZZ
360 318,225.24 1
7.750 2,281.42 80
7.500 2,281.42 398,100.00
CAPE XXXXXXXXX ME 04107 1 01/30/01 00
1000244113 05 03/01/01 0
1000244113 O 02/01/31
0
4323621 163/163 F 304,000.00 ZZ
360 303,790.79 1
7.875 2,204.21 86
7.625 2,204.21 355,000.00
XXXXXX AZ 85236 2 01/26/01 11
1817845316 05 03/01/01 25
1817845316 O 02/01/31
0
4325159 624/G01 F 318,000.00 ZZ
360 318,000.00 1
7.375 2,196.35 79
7.125 2,196.35 407,000.00
NOVATO CA 94947 2 02/14/01 00
0432642536 05 04/01/01 0
35008310033F O 03/01/31
0
4325369 E22/G01 F 350,000.00 ZZ
360 349,771.05 1
8.125 2,598.74 38
7.875 2,598.74 925,000.00
HONOLULU HI 96821 2 01/19/01 00
0412299828 03 03/01/01 0
0412299828 O 02/01/31
0
1
4325376 E22/G01 F 352,000.00 ZZ
360 352,000.00 1
7.750 2,521.77 80
7.500 2,521.77 440,000.00
THE SEA RANCH CA 95497 1 02/02/01 00
0412322414 03 04/01/01 0
0412322414 O 03/01/31
0
4325396 E22/G01 F 310,500.00 ZZ
360 310,500.00 1
7.750 2,224.46 75
7.500 2,224.46 415,000.00
GAITHERSBURG MD 20882 2 02/07/01 00
0412354102 05 04/01/01 0
0412354102 O 03/01/31
0
4325399 E22/G01 F 460,000.00 ZZ
360 460,000.00 1
7.375 3,177.11 72
7.125 3,177.11 640,000.00
SHAWNEE KS 66218 2 02/07/01 00
0412357170 05 04/01/01 0
0412357170 O 03/01/31
0
4325423 E22/G01 F 337,500.00 ZZ
360 337,500.00 1
7.750 2,417.89 75
7.500 2,417.89 450,000.00
SAN JOSE CA 95148 1 02/06/01 00
0412374829 05 04/01/01 0
0412374829 O 03/01/31
0
4325425 E22/G01 F 649,999.00 ZZ
360 649,999.00 1
7.125 4,379.16 39
6.875 4,379.16 1,700,000.00
HILLSBOROUGH CA 94010 2 02/04/01 00
0412376113 05 04/01/01 0
0412376113 O 03/01/31
0
4325839 163/163 F 469,200.00 ZZ
360 468,893.07 1
1
8.125 3,483.80 73
7.875 3,483.80 651,000.00
VIRGINIA BEACH VA 23455 2 01/11/01 00
1000266152 05 03/01/01 0
1000266152 O 02/01/31
0
4326053 163/163 F 291,500.00 ZZ
360 291,314.11 1
8.250 2,189.95 54
8.000 2,189.95 541,000.00
COLORODO SPRING CO 80906 5 12/29/00 00
1000266177 05 03/01/01 0
1000266177 O 02/01/31
0
4326134 163/163 F 345,000.00 ZZ
360 344,535.48 1
8.000 2,531.49 62
7.750 2,531.49 560,000.00
METAIRIE LA 70005 5 12/22/00 00
ANDRIEU 05 02/01/01 0
ANDRIEU O 01/01/31
0
4326161 964/G01 F 510,000.00 ZZ
360 510,000.00 1
7.875 3,697.85 43
7.625 3,697.85 1,191,000.00
SAN JOSE CA 95125 5 02/02/01 00
0432618304 05 04/01/01 0
102931 O 03/01/31
0
4326226 163/163 F 324,000.00 ZZ
360 323,585.38 1
8.250 2,434.10 81
8.000 2,434.10 400,000.00
SAN DIMAS CA 91773 2 12/06/00 11
1417715394 03 02/01/01 12
1417715394 O 01/01/31
0
4326239 163/163 F 302,250.00 ZZ
360 301,766.08 1
8.250 2,270.70 75
8.000 2,270.70 405,000.00
RAMSEY MN 55303 2 12/21/00 00
3917489602 05 02/01/01 0
1
3917489602 O 01/01/31
0
4326300 511/511 F 376,000.00 ZZ
360 376,000.00 1
7.750 2,693.71 80
7.500 2,693.71 470,000.00
DEERFIELD IL 60015 2 02/20/01 00
0002241197 05 04/01/01 0
0002241197 O 03/01/31
0
4326364 163/163 F 345,000.00 ZZ
360 344,785.56 1
8.375 2,622.25 73
8.125 2,622.25 475,000.00
YORBA LINDA CA 92886 2 01/10/01 00
1417789142 05 03/01/01 0
1417789142 O 02/01/31
0
4326429 163/163 F 393,750.00 ZZ
360 393,479.02 1
7.875 2,854.96 75
7.625 2,854.96 525,000.00
GREENSBURG PA 15601 2 01/23/01 00
0217840580 05 03/01/01 0
0217840580 O 02/01/31
0
4326516 163/163 F 600,000.00 ZZ
360 599,192.14 1
8.000 4,402.59 75
7.750 4,402.59 800,000.00
TUCSON AZ 85742 1 12/18/00 00
1817721590 05 02/01/01 0
1817721590 O 01/01/31
0
4326607 163/163 F 310,000.00 ZZ
360 309,769.93 1
7.500 2,167.57 72
7.250 2,167.57 435,000.00
KENNETT SQUARE PA 19348 1 01/31/01 00
1000267281 05 03/01/01 0
1000267281 O 02/01/31
0
1
4326824 163/163 F 318,000.00 ZZ
360 317,549.65 1
7.750 2,278.20 77
7.500 2,278.20 418,000.00
WASHINGTON TOWN NJ 07675 1 12/29/00 00
1000250749 05 02/01/01 0
1000250749 O 01/01/31
0
4327106 163/163 F 392,000.00 ZZ
360 391,736.97 1
8.000 2,876.36 80
7.750 2,876.36 490,000.00
MONROE NJ 08831 1 01/19/01 00
1000253470 05 03/01/01 0
1000253470 O 02/01/31
0
4327393 163/163 F 450,000.00 ZZ
360 449,690.31 1
7.875 3,262.82 46
7.625 3,262.82 982,000.00
SUDBURY MA 01776 1 01/25/01 00
1000239335 05 03/01/01 0
1000239335 O 02/01/31
0
4328934 253/253 F 320,000.00 ZZ
360 320,000.00 1
7.625 2,264.94 80
7.375 2,264.94 400,000.00
LITTLETON CO 80121 1 02/23/01 00
960657 05 04/01/01 0
960657 O 03/01/31
0
4331477 E22/G01 F 735,000.00 ZZ
360 735,000.00 1
7.125 4,951.83 70
6.875 4,951.83 1,050,000.00
BELMONT CA 94002 1 02/09/01 00
0412338543 05 04/01/01 0
0412338543 O 03/01/31
0
4331478 E22/G01 F 430,000.00 ZZ
360 430,000.00 1
7.375 2,969.90 44
7.125 2,969.90 995,000.00
1
NAPA CA 94558 1 02/08/01 00
0412346355 05 04/01/01 0
0412346355 O 03/01/31
0
4331487 E22/G01 F 380,000.00 ZZ
360 380,000.00 1
7.875 2,755.26 48
7.625 2,755.26 800,000.00
THOUSAND OAKS CA 91362 2 02/02/01 00
0412361685 03 04/01/01 0
0412361685 O 03/01/31
0
4331494 E22/G01 F 124,000.00 ZZ
360 124,000.00 1
7.375 856.44 80
7.125 856.44 155,000.00
WESTMINSTER CO 80021 2 02/08/01 00
0412377558 05 04/01/01 0
0412377558 O 03/01/31
0
4332250 822/G01 F 650,000.00 ZZ
360 649,541.24 1
7.750 4,656.68 69
7.500 4,656.68 955,000.00
BRYN MAWR PA 19010 2 01/12/01 00
0432618627 05 03/01/01 0
3626049523 O 02/01/31
0
4332453 N74/G01 F 322,000.00 ZZ
360 322,000.00 1
7.250 2,196.61 72
7.000 2,196.61 450,000.00
ALPINE UT 84004 2 02/16/01 00
0432641892 05 04/01/01 0
0028160010 O 03/01/31
0
4332794 956/G01 F 308,000.00 ZZ
360 307,782.62 1
7.750 2,206.55 80
7.500 2,206.55 385,000.00
MAPLE GROVE MN 55311 2 02/05/01 00
0432608875 05 03/01/01 0
3511010133 O 02/01/31
0
1
4335244 956/G01 F 385,000.00 ZZ
360 385,000.00 1
8.000 2,824.99 80
7.750 2,824.99 482,000.00
GRAND RAPIDS MI 49546 2 02/08/01 00
0432615425 05 04/01/01 0
910100145 O 03/01/31
0
4336352 B57/G01 F 530,000.00 ZZ
360 530,000.00 1
7.375 3,660.58 70
7.125 3,660.58 761,500.00
LOS ANGELES CA 90024 1 02/22/01 00
0432643906 05 04/01/01 0
2111240 O 03/01/31
0
4337722 E22/G01 F 384,000.00 ZZ
360 384,000.00 1
8.250 2,884.86 80
8.000 2,884.86 480,000.00
BOULDER CREEK CA 95006 1 02/09/01 00
0412331316 05 04/01/01 0
0412331316 O 03/01/31
0
4337728 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
7.375 2,072.03 67
7.125 2,072.03 450,000.00
SALEM OR 97301 5 02/08/01 00
0412343683 05 04/01/01 0
0412343683 O 03/01/31
0
4337734 E22/G01 F 500,000.00 ZZ
360 500,000.00 1
7.375 3,453.38 65
7.125 3,453.38 776,000.00
SAN CARLOS CA 94070 2 02/09/01 00
0412351561 05 04/01/01 0
0412351561 O 03/01/31
0
4337736 E22/G01 F 610,000.00 ZZ
360 610,000.00 1
1
7.250 4,161.28 74
7.000 4,161.28 830,000.00
DUBLIN CA 94568 2 02/07/01 00
0412354607 03 04/01/01 0
0412354607 O 03/01/31
0
4337752 E22/G01 F 630,000.00 ZZ
360 630,000.00 1
7.250 4,297.71 67
7.000 4,297.71 950,000.00
SUNNYVALE CA 94087 2 02/09/01 00
0412366270 05 04/01/01 0
0412366270 O 03/01/31
0
4337755 E22/G01 F 339,400.00 ZZ
360 339,400.00 1
7.750 2,431.50 74
7.500 2,431.50 459,000.00
NEWARK CA 94560 2 02/05/01 00
0412369274 03 04/01/01 0
0412369274 O 03/01/31
0
4337759 E22/G01 F 265,000.00 ZZ
360 265,000.00 1
7.375 1,830.29 78
7.125 1,830.29 340,000.00
CARMICHAEL CA 95608 2 02/07/01 00
0412371080 05 04/01/01 0
0412371080 O 03/01/31
0
4337765 E22/G01 F 386,000.00 ZZ
360 386,000.00 1
7.375 2,666.01 42
7.125 2,666.01 936,000.00
PLANO TX 75093 2 02/09/01 00
0412373276 03 04/01/01 0
0412373276 O 03/01/31
0
4337774 E22/G01 F 386,450.00 ZZ
360 386,450.00 1
6.875 2,538.70 80
6.625 2,538.70 485,000.00
CAMPBELL CA 95008 1 02/12/01 00
0412378358 05 04/01/01 0
1
0412378358 O 03/01/31
0
4337775 E22/G01 F 439,500.00 ZZ
360 439,500.00 1
7.125 2,960.99 61
6.875 2,960.99 730,000.00
SAN MATEO CA 94403 1 02/09/01 00
0412378564 05 04/01/01 0
0412378564 O 03/01/31
0
4337777 E22/G01 F 135,000.00 ZZ
360 135,000.00 1
7.375 932.41 75
7.125 932.41 180,000.00
SAN DIEGO CA 92114 1 02/08/01 00
0412378952 05 04/01/01 0
0412378952 O 03/01/31
0
4337870 956/G01 F 391,000.00 ZZ
360 391,000.00 1
7.750 2,801.17 73
7.500 2,801.17 540,000.00
BLOOMINGTON MN 55438 2 02/07/01 00
0432621837 05 04/01/01 0
3511010121 O 03/01/31
0
4338230 956/G01 F 613,400.00 ZZ
360 612,944.77 1
7.500 4,288.98 74
7.250 4,288.98 835,000.00
SAN CLEMENTE CA 92673 2 01/24/01 00
0432644011 03 03/01/01 0
0180021410 O 02/01/31
0
4338546 B60/G01 F 384,000.00 ZZ
360 383,735.73 1
7.875 2,784.27 80
7.625 2,784.27 480,000.00
HUNTINGTON BEAC CA 92647 2 01/23/01 00
0432619500 05 03/01/01 0
309304 O 02/01/31
0
1
4338666 E33/G01 F 294,000.00 ZZ
360 294,000.00 1
7.250 2,005.60 80
7.000 2,005.60 371,000.00
LAKE BLUFF IL 60044 2 02/12/01 00
0432609865 05 04/01/01 0
JEMIAN O 03/01/31
0
4338982 550/550 F 1,100,000.00 ZZ
360 1,100,000.00 1
7.400 7,616.18 46
7.150 7,616.18 2,400,000.00
HILLSBOROUGH CA 94010 1 02/08/01 00
120515361 05 04/01/01 0
120515361 O 03/01/31
0
4339658 286/286 F 100,300.00 ZZ
360 99,633.60 1
8.375 762.36 79
8.125 762.36 127,000.00
GREENFIELD MO 65661 2 01/05/01 00
178461 05 03/01/01 0
178461 O 02/01/31
0
4339665 286/286 F 250,000.00 ZZ
360 249,832.26 1
8.000 1,834.41 70
7.750 1,834.41 360,000.00
RIVERSIDE IL 60546 5 01/08/01 00
160657 05 03/01/01 0
160657 O 02/01/31
0
4339730 286/286 F 361,150.00 ZZ
360 360,710.87 1
8.500 2,776.94 80
8.250 2,776.94 451,475.00
CAMP HILL PA 17011 1 12/21/00 00
61880 05 02/01/01 0
61880 O 01/01/31
0
4339774 286/286 F 299,800.00 ZZ
360 299,588.41 1
7.750 2,147.80 80
7.500 2,147.80 374,765.00
1
FAIR OAKS RANCH CA 91351 1 01/11/01 00
9793106 03 03/01/01 0
9793106 O 02/01/31
0
4339783 286/286 F 404,000.00 ZZ
360 403,700.17 1
7.500 2,824.83 70
7.250 2,824.83 580,000.00
MONTEREY CA 93940 5 01/09/01 00
9793880 03 03/01/01 0
9793880 O 02/01/31
0
4339784 286/286 F 310,000.00 ZZ
360 309,792.00 1
8.000 2,274.67 56
7.750 2,274.67 555,000.00
PETALUMA CA 94954 1 01/02/01 00
9791043 05 03/01/01 0
9791043 O 02/01/31
0
4339801 286/286 F 320,000.00 ZZ
360 319,768.39 1
7.625 2,264.94 80
7.375 2,264.94 400,000.00
LA CANADA FLINT CA 91011 1 01/10/01 00
9792355 05 03/01/01 0
9792355 O 02/01/31
0
4339835 286/286 F 91,120.00 ZZ
360 91,067.58 1
8.750 716.84 80
8.500 716.84 113,900.00
RIVERDALE GA 30296 1 01/11/01 00
9793159 05 03/01/01 0
9793159 O 02/01/31
0
4339926 696/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
7.750 7,164.12 59
7.500 7,164.12 1,700,000.00
MCLEAN VA 22101 2 02/08/01 00
0432608123 05 04/01/01 0
10001005 O 03/01/31
0
1
4339979 168/168 F 448,000.00 ZZ
360 447,699.40 1
8.000 3,287.27 80
7.750 3,287.27 560,000.00
PRAIRIE GROVE IL 60012 2 01/27/01 00
0869409433 05 03/01/01 0
0869409433 O 02/01/31
0
4340899 E22/G01 F 367,000.00 ZZ
360 367,000.00 1
7.875 2,661.00 65
7.625 2,661.00 565,000.00
AGOURA HILLS CA 91301 5 02/09/01 00
0412310518 03 04/01/01 0
0412310518 O 03/01/31
0
4340900 E22/G01 F 238,400.00 ZZ
360 238,400.00 1
7.250 1,626.31 80
7.000 1,626.31 298,000.00
WHITE LAKE MI 48383 2 02/01/01 00
0412313256 05 04/01/01 0
0412313256 O 03/01/31
0
4340906 E22/G01 F 330,000.00 ZZ
360 330,000.00 1
7.250 2,251.18 68
7.000 2,251.18 490,000.00
WARWICK RI 02886 1 02/15/01 00
0412352460 05 04/01/01 0
0412352460 O 03/01/31
0
4340908 E22/G01 F 533,600.00 ZZ
360 533,600.00 1
7.250 3,640.09 80
7.000 3,640.09 667,000.00
GLENDALE CA 91202 1 02/06/01 00
0412355364 05 04/01/01 0
0412355364 O 03/01/31
0
4340911 E22/G01 F 465,000.00 ZZ
360 465,000.00 1
1
7.625 3,291.24 80
7.375 3,291.24 582,000.00
ARVADA CO 80002 1 02/15/01 00
0412363012 03 04/01/01 0
0412363012 O 03/01/31
0
4340916 E22/G01 F 119,600.00 ZZ
360 119,600.00 1
7.500 836.26 80
7.250 836.26 149,500.00
ALBUQUERQUE NM 87111 1 02/14/01 00
0412370082 05 04/01/01 0
0412370082 O 03/01/31
0
4340920 E22/G01 F 192,000.00 ZZ
360 192,000.00 1
7.375 1,326.10 58
7.125 1,326.10 333,000.00
XXXXX CO 80540 1 02/15/01 00
0412379539 05 04/01/01 0
0412379539 O 03/01/31
0
4341284 E82/G01 F 325,000.00 ZZ
360 325,000.00 1
7.375 2,244.69 33
7.125 2,244.69 1,000,000.00
DANVILLE CA 94506 5 02/08/01 00
0400372306 05 04/01/01 0
0400372306 O 03/01/31
0
4341285 E82/G01 F 389,000.00 ZZ
360 389,000.00 1
8.000 2,854.34 80
7.750 2,854.34 486,612.00
FREMONT CA 94536 2 02/08/01 00
0400381273 03 04/01/01 0
3464558 O 03/01/31
0
4345548 470/G01 F 360,000.00 ZZ
360 360,000.00 1
7.375 2,486.44 80
7.125 2,486.44 450,000.00
RANCHO SANTA MA CA 92679 1 02/23/01 00
0432640845 05 04/01/01 0
1
01184069 O 03/01/31
0
4346233 964/G01 F 595,440.00 ZZ
360 595,440.00 1
7.500 4,163.40 80
7.250 4,163.40 747,150.00
SCOTTSDALE AZ 85259 1 02/21/01 00
0432629210 05 04/01/01 0
108018 O 03/01/31
0
4346434 E22/G01 F 435,500.00 ZZ
360 435,500.00 1
7.375 3,007.89 65
7.125 3,007.89 680,000.00
WEST XXXXXXX OH 45069 2 02/12/01 00
0412337487 05 04/01/01 0
0412337487 O 03/01/31
0
4346441 E22/G01 F 216,000.00 ZZ
360 216,000.00 1
7.875 1,566.15 80
7.625 1,566.15 270,000.00
BRICK TOWNSHIP NJ 08723 1 02/16/01 00
0412356073 05 04/01/01 0
0412356073 O 03/01/31
0
4346455 E22/G01 F 649,000.00 ZZ
360 649,000.00 1
7.250 4,427.32 59
7.000 4,427.32 1,100,000.00
CHICAGO IL 60646 2 02/12/01 00
0412369092 05 04/01/01 0
0412369092 O 03/01/31
0
4347037 E82/G01 F 525,000.00 ZZ
360 525,000.00 1
8.000 3,852.26 48
7.750 3,852.26 1,100,000.00
SUNNYVALE CA 94087 5 02/14/01 00
0400383519 05 04/01/01 0
0400383519 O 03/01/31
0
1
4348232 956/G01 F 319,500.00 ZZ
360 319,250.76 1
7.250 2,179.55 71
7.000 2,179.55 455,000.00
FULLERTON CA 92835 5 01/26/01 00
0432614626 05 03/01/01 0
0180021418 O 02/01/31
0
4348358 956/G01 F 330,000.00 ZZ
360 330,000.00 1
7.375 2,279.23 38
7.125 2,279.23 890,000.00
SANTA BARBARA CA 93108 1 02/08/01 00
0432620375 05 04/01/01 0
2911010090 O 03/01/31
0
4348852 470/G01 F 335,000.00 ZZ
360 335,000.00 1
7.500 2,342.37 59
7.250 2,342.37 570,000.00
SONOMA CA 95476 5 02/12/01 00
0432630200 05 04/01/01 0
75010553 O 03/01/31
0
4349383 956/G01 F 336,000.00 ZZ
360 335,744.33 1
7.375 2,320.67 80
7.125 2,320.67 420,000.00
THOUSAND OAKS CA 91362 1 01/22/01 00
0432615441 03 03/01/01 0
1111010063 O 02/01/31
0
4349548 E45/E45 F 650,000.00 ZZ
360 650,000.00 1
7.500 4,544.89 64
7.250 4,544.89 1,024,000.00
ORLANDO FL 32819 1 02/23/01 00
116371 03 04/01/01 0
116371 O 03/01/31
0
4349985 956/G01 F 364,000.00 ZZ
360 364,000.00 1
7.875 2,639.25 77
7.625 2,639.25 475,000.00
1
PROVO UT 84604 2 02/02/01 00
0432614758 05 04/01/01 0
2211010140 O 03/01/31
0
4350203 757/G01 F 444,000.00 ZZ
360 444,000.00 1
7.375 3,066.60 80
7.125 3,066.60 555,000.00
GREENWICH CT 06870 1 02/07/01 00
0432615243 05 04/01/01 0
1000115160 O 03/01/31
0
4351245 624/G01 F 299,000.00 ZZ
360 299,000.00 1
7.375 2,065.12 74
7.125 2,065.12 409,000.00
KIRKLAND WA 98033 2 02/23/01 00
0432642304 05 04/01/01 0
85302510103 O 03/01/31
0
4352114 470/G01 F 330,600.00 ZZ
360 330,600.00 1
7.375 2,283.38 80
7.125 2,283.38 413,265.00
ORANGE CA 92867 1 02/23/01 00
0432638971 03 04/01/01 0
96031190 O 03/01/31
0
4352717 956/G01 F 365,000.00 ZZ
360 364,729.12 1
7.500 2,552.13 45
7.250 2,552.13 815,000.00
SAN FRANCISCO CA 94131 5 01/22/01 00
0432627271 05 03/01/01 0
1110120083 O 02/01/31
0
4353306 956/G01 F 360,000.00 ZZ
360 360,000.00 1
7.250 2,455.83 63
7.000 2,455.83 575,000.00
PARK CITY UT 84098 1 02/01/01 00
0432616472 05 04/01/01 0
2210120121 O 03/01/31
0
1
4354507 956/G01 F 399,900.00 ZZ
360 399,900.00 1
7.625 2,830.47 80
7.375 2,830.47 499,900.00
LAS VEGAS NV 89131 1 02/02/01 00
0432628113 05 04/01/01 0
3710080044 O 03/01/31
0
4354619 956/G01 F 315,000.00 ZZ
360 315,000.00 1
7.750 2,256.70 70
7.500 2,256.70 450,000.00
HAYWARD CA 94542 5 02/08/01 00
0432627057 05 04/01/01 0
511010134 O 03/01/31
0
4355226 956/G01 F 350,000.00 ZZ
360 350,000.00 1
7.375 2,417.36 80
7.125 2,417.36 442,000.00
WOODINVILLE WA 98072 1 02/05/01 00
0432629350 05 04/01/01 0
1311010110 O 03/01/31
0
4355287 964/G01 F 370,400.00 ZZ
360 370,400.00 1
7.125 2,495.45 80
6.875 2,495.45 463,000.00
ORANGE CA 92867 1 02/20/01 00
0432627867 05 04/01/01 0
104982 O 03/01/31
0
4355394 L46/L46 F 494,000.00 ZZ
360 494,000.00 1
7.625 3,496.51 80
7.375 3,496.51 617,500.00
DALLAS TX 75220 1 02/14/01 00
0000927145 09 04/01/01 0
0000927145 O 03/01/31
0
4355481 956/G01 F 495,200.00 ZZ
360 495,200.00 1
1
7.375 3,420.22 80
7.125 3,420.22 619,000.00
HIGHLAND PARK TX 75209 1 02/09/01 00
0432628022 05 04/01/01 0
1611010060 O 03/01/31
0
4358279 E22/G01 F 568,400.00 ZZ
360 568,400.00 1
7.250 3,877.49 76
7.000 3,877.49 751,000.00
XXXXXXX TN 38018 2 02/13/01 00
0412290488 05 04/01/01 0
0412290488 O 03/01/31
0
4358285 E22/G01 F 342,000.00 ZZ
360 342,000.00 1
7.875 2,479.74 90
7.625 2,479.74 380,000.00
XXXXXX TOWNSHIP NJ 07461 1 02/20/01 04
0412321879 05 04/01/01 25
0412321879 O 03/01/31
0
4358297 E22/G01 F 245,600.00 ZZ
360 245,600.00 1
7.875 1,780.77 79
7.625 1,780.77 312,000.00
WINTER PARK FL 32789 2 02/14/01 00
0412345332 05 04/01/01 0
0412345332 O 03/01/31
0
4358300 E22/G01 F 336,000.00 ZZ
360 336,000.00 1
7.750 2,407.15 75
7.500 2,407.15 450,000.00
SPRINGFIELD OR 97478 2 02/05/01 00
0412351058 05 04/01/01 0
0412351058 O 03/01/31
0
4358318 E22/G01 F 565,000.00 ZZ
360 565,000.00 1
7.375 3,902.31 73
7.125 3,902.31 775,000.00
BURLINGAME CA 94010 2 02/13/01 00
0412369217 05 04/01/01 0
1
0412369217 O 03/01/31
0
4358322 E22/G01 F 440,000.00 ZZ
360 440,000.00 3
7.375 3,038.97 47
7.125 3,038.97 950,000.00
SAN FRANCISCO CA 94117 1 02/15/01 00
0412373078 05 04/01/01 0
0412373078 O 03/01/31
0
4358328 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
7.250 2,046.53 80
7.000 2,046.53 375,000.00
SACRAMENTO CA 95816 1 02/07/01 00
0412376709 05 04/01/01 0
0412376709 O 03/01/31
0
4358333 E22/G01 F 115,000.00 ZZ
360 115,000.00 1
7.250 784.50 50
7.000 784.50 230,000.00
DALLAS TX 75223 5 02/13/01 00
0412378226 05 04/01/01 0
0412378226 O 03/01/31
0
4358342 E22/G01 F 456,000.00 ZZ
360 456,000.00 1
7.500 3,188.42 80
7.250 3,188.42 570,000.00
MILPITAS CA 95035 1 02/14/01 00
0412385684 09 04/01/01 0
0412385684 O 03/01/31
0
4358344 E22/G01 F 145,000.00 ZZ
360 145,000.00 2
7.750 1,038.80 65
7.500 1,038.80 224,500.00
SACRAMENTO CA 95816 1 02/13/01 00
0412386088 05 04/01/01 0
0412386088 O 03/01/31
0
1
4358351 E22/G01 F 506,000.00 ZZ
360 506,000.00 1
7.375 3,494.82 73
7.125 3,494.82 696,500.00
SALT LAKE CITY UT 84108 2 02/13/01 00
0412392052 03 04/01/01 0
0412392052 O 03/01/31
0
4358352 E22/G01 F 360,000.00 ZZ
360 360,000.00 1
7.375 2,486.43 80
7.125 2,486.43 450,000.00
ALTADENA CA 91001 1 02/14/01 00
0412395378 05 04/01/01 0
0412395378 O 03/01/31
0
4358618 E82/G01 F 459,300.00 ZZ
360 459,300.00 1
8.000 3,370.18 54
7.750 3,370.18 860,000.00
SAN DIEGO CA 92130 2 02/16/01 00
0400377495 05 04/01/01 0
1998492 O 03/01/31
0
4358684 N74/G01 F 195,500.00 ZZ
360 195,500.00 1
7.375 1,350.27 76
7.125 1,350.27 260,000.00
CHARLOTTE NC 28209 5 02/23/01 00
0432636314 05 04/01/01 0
0028208010 O 03/01/31
0
4359788 624/G01 F 316,000.00 ZZ
360 316,000.00 1
7.375 2,182.53 77
7.125 2,182.53 415,000.00
BOTHELL WA 95021 2 02/13/01 00
0432618189 05 04/01/01 0
85701910096F O 03/01/31
0
4360859 956/G01 F 365,550.00 ZZ
360 365,550.00 1
7.375 2,524.76 80
7.125 2,524.76 456,993.00
1
ATLANTA GA 30338 1 02/14/01 00
0432620342 03 04/01/01 0
2711010132 O 03/01/31
0
4360905 286/286 F 354,000.00 ZZ
360 353,743.79 1
7.625 2,505.59 80
7.375 2,505.59 442,500.00
XXXXXX MA 01740 1 01/31/01 00
225736 05 03/01/01 0
225736 O 02/01/31
0
4360906 286/286 F 484,500.00 ZZ
360 484,166.56 1
7.875 3,512.97 80
7.625 3,512.97 609,000.00
VIENNA VA 22182 2 01/25/01 00
248271 05 03/01/01 0
248271 O 02/01/31
0
4360908 286/286 F 296,000.00 ZZ
360 295,801.38 1
8.000 2,171.95 80
7.750 2,171.95 370,000.00
DEERFIELD IL 60015 2 01/05/01 00
159942 05 03/01/01 0
159942 O 02/01/31
0
4360909 286/286 F 324,000.00 ZZ
360 323,788.05 1
8.125 2,405.70 62
7.875 2,405.70 530,000.00
VIENNA VA 22181 2 01/31/01 00
221808 05 03/01/01 0
221808 O 02/01/31
0
4360910 286/286 F 388,000.00 ZZ
360 387,746.19 1
8.125 2,880.89 80
7.875 2,880.89 485,000.00
LONG BEACH NJ 08008 1 01/25/01 00
9618540 05 03/01/01 0
9618540 O 02/01/31
0
1
4360911 286/286 F 297,700.00 ZZ
360 297,484.53 1
7.625 2,107.11 79
7.375 2,107.11 380,000.00
GAITHERSBURG MD 20878 2 01/23/01 00
67805 03 03/01/01 0
67805 O 02/01/31
0
4360913 286/286 F 560,000.00 ZZ
360 559,614.61 1
7.875 4,060.39 80
7.625 4,060.39 700,000.00
SAN CARLOS CA 94070 1 01/18/01 00
243076 05 03/01/01 0
243076 O 02/01/31
0
4360914 286/286 F 356,000.00 ZZ
360 355,742.33 1
7.625 2,519.75 73
7.375 2,519.75 490,000.00
BRECKENRIDGE CO 80424 2 01/26/01 00
227295 05 03/01/01 0
227295 O 02/01/31
0
4360916 286/286 F 352,550.00 ZZ
360 352,319.39 1
8.125 2,617.67 90
7.875 2,617.67 392,037.00
SUPERIOR CO 80027 1 01/30/01 01
40774 03 03/01/01 25
40774 O 02/01/31
0
4360918 286/286 F 515,250.00 ZZ
360 514,937.86 1
8.500 3,961.83 52
8.250 3,961.83 995,000.00
MCLEAN VA 22101 2 01/25/01 00
239344 03 03/01/01 0
239344 O 02/01/31
0
4360919 286/286 F 299,500.00 ZZ
360 299,288.62 1
1
7.750 2,145.65 80
7.500 2,145.65 378,000.00
GLEN ELLYN IL 60137 2 01/05/01 00
224209 05 03/01/01 0
224209 O 02/01/31
0
4360923 286/286 F 360,000.00 ZZ
360 359,752.25 1
7.875 2,610.25 80
7.625 2,610.25 450,000.00
PARADISE VALLEY AZ 85253 1 01/29/01 00
226815 05 03/01/01 0
226815 O 02/01/31
0
4360924 286/286 F 450,000.00 ZZ
360 449,666.03 1
7.500 3,146.47 90
7.250 3,146.47 500,000.00
NEDERLAND CO 80466 1 01/22/01 01
76523 05 03/01/01 25
76523 O 02/01/31
0
4360926 286/286 F 378,750.00 ZZ
360 378,482.67 1
7.750 2,713.42 75
7.500 2,713.42 505,000.00
OAKLAND NJ 07436 5 01/26/01 00
58130 03 03/01/01 0
58130 O 02/01/31
0
4360930 286/286 F 390,000.00 ZZ
360 389,724.74 1
7.750 2,794.01 50
7.500 2,794.01 780,000.00
KILDEER IL 60047 1 01/10/01 00
160893 05 03/01/01 0
160893 O 02/01/31
0
4360932 286/286 F 290,000.00 ZZ
360 289,810.30 1
8.125 2,153.24 80
7.875 2,153.24 362,500.00
LOUISVILLE KY 40207 1 01/26/01 00
158314 05 03/01/01 0
1
158314 O 02/01/31
0
4360936 286/286 F 472,000.00 ZZ
360 471,649.70 1
7.500 3,300.30 80
7.250 3,300.30 590,000.00
SAVANNAH GA 31411 1 01/31/01 00
158645 03 03/01/01 0
158645 O 02/01/31
0
4360937 286/286 F 146,400.00 ZZ
360 146,400.00 1
8.250 1,099.86 80
8.000 1,099.86 183,000.00
MOONACHIE NJ 07074 1 02/01/01 00
158873 05 04/01/01 0
158873 O 03/01/31
0
4360938 286/286 F 325,000.00 ZZ
360 324,752.70 1
7.375 2,244.70 76
7.125 2,244.70 428,000.00
MCDONOUGH GA 30253 2 01/26/01 00
174315 03 03/01/01 0
174315 O 02/01/31
0
4360940 286/286 F 322,000.00 ZZ
360 322,000.00 1
8.000 2,362.73 73
7.750 2,362.73 447,000.00
TOTOWA NJ 07512 1 02/01/01 00
178823 05 04/01/01 0
178823 O 03/01/31
0
4360941 286/286 F 372,000.00 ZZ
360 371,361.73 1
8.000 2,729.61 80
7.750 2,729.61 465,000.00
RIVER FOREST IL 60305 1 12/20/00 00
203585 05 02/01/01 0
203585 O 01/01/31
0
1
4360942 286/286 F 340,000.00 ZZ
360 340,000.00 1
7.750 2,435.81 80
7.500 2,435.81 425,000.00
GLENVIEW IL 60025 1 02/01/01 00
160872 01 04/01/01 0
160872 O 03/01/31
0
4360943 286/286 F 475,000.00 ZZ
360 474,673.11 1
7.875 3,444.08 80
7.625 3,444.08 600,000.00
CINCINNATI OH 45249 2 01/26/01 00
227240 03 03/01/01 0
227240 O 02/01/31
0
4360944 286/286 F 199,556.00 ZZ
360 199,287.29 1
8.000 1,464.28 47
7.750 1,464.28 425,000.00
BERKELEY NJ 08721 1 12/29/00 00
9618224 05 02/01/01 0
9618224 O 01/01/31
0
4360948 286/286 F 372,000.00 ZZ
360 369,596.01 1
7.875 2,697.26 75
7.625 2,697.26 496,000.00
BOCA RATON FL 33428 1 01/22/01 00
161188 03 03/01/01 0
161188 O 02/01/31
0
4360951 286/286 F 366,000.00 ZZ
360 365,748.12 1
7.875 2,653.76 76
7.625 2,653.76 485,000.00
SEVERNA PARK MD 21146 2 01/25/01 00
242833 05 03/01/01 0
242833 O 02/01/31
0
4360954 286/286 F 330,000.00 ZZ
360 329,784.12 1
8.125 2,450.25 73
7.875 2,450.25 456,000.00
1
SAUGUS MA 01906 2 01/04/01 00
160058 05 03/01/01 0
160058 O 02/01/31
0
4360955 286/286 F 455,000.00 ZZ
360 454,686.87 1
7.875 3,299.07 68
7.625 3,299.07 675,000.00
TUCSON AZ 85716 2 01/26/01 00
226923 05 03/01/01 0
226923 O 02/01/31
0
4360956 286/286 F 346,000.00 ZZ
360 345,755.79 1
7.750 2,478.79 80
7.500 2,478.79 432,500.00
SPRINGBORO OH 45066 1 01/29/01 00
243616 05 03/01/01 0
243616 O 02/01/31
0
4360957 286/286 F 434,000.00 ZZ
360 433,685.89 1
7.625 3,071.82 70
7.375 3,071.82 625,000.00
MESA AZ 85210 5 01/15/01 00
160843 05 03/01/01 0
160843 O 02/01/31
0
4360959 286/286 F 312,000.00 ZZ
360 311,774.18 1
7.625 2,208.32 80
7.375 2,208.32 390,000.00
UPPER MONTCLAIR NJ 07043 1 01/31/01 00
178715 05 03/01/01 0
178715 O 02/01/31
0
4360960 286/286 F 471,800.00 ZZ
360 471,475.31 1
7.875 3,420.88 77
7.625 3,420.88 615,000.00
KESWICK VA 22947 2 01/26/01 00
249728 05 03/01/01 0
249728 O 02/01/31
0
1
4360961 286/286 F 335,000.00 ZZ
360 334,769.46 1
7.875 2,428.98 78
7.625 2,428.98 435,000.00
PARK RIDGE IL 60068 2 01/23/01 00
160950 05 03/01/01 0
160950 O 02/01/31
0
4360964 286/286 F 342,700.00 ZZ
360 342,470.05 1
8.000 2,514.62 79
7.750 2,514.62 436,000.00
NORTH POTOMAC MD 20878 2 01/25/01 00
240395 03 03/01/01 0
240395 O 02/01/31
0
4360965 286/286 F 551,200.00 ZZ
360 550,790.92 1
7.500 3,854.08 80
7.250 3,854.08 689,000.00
SCOTTSDALE AZ 85259 1 01/31/01 00
227620 03 03/01/01 0
227620 O 02/01/31
0
4360966 286/286 F 330,000.00 ZZ
360 329,789.56 1
8.250 2,479.19 71
8.000 2,479.19 470,000.00
CEDAR GROVE NJ 07009 2 01/25/01 00
161027 05 03/01/01 0
161027 O 02/01/31
0
4360968 286/286 F 425,000.00 ZZ
360 424,692.39 1
7.625 3,008.13 75
7.375 3,008.13 570,000.00
ST XXXX MO 63366 5 01/25/01 00
236556 05 03/01/01 0
236556 O 02/01/31
0
4360969 286/286 F 436,350.00 ZZ
360 436,017.96 1
1
7.375 3,013.77 80
7.125 3,013.77 550,000.00
WEST RIVER MD 20778 2 01/26/01 00
224342 05 03/01/01 0
224342 O 02/01/31
0
4360970 286/286 F 416,000.00 ZZ
360 415,698.90 1
7.625 2,944.43 80
7.375 2,944.43 520,000.00
HUDSON OH 44236 1 01/29/01 00
186653 05 03/01/01 0
186653 O 02/01/31
0
4360971 286/286 F 328,000.00 ZZ
360 327,768.49 1
7.750 2,349.84 80
7.500 2,349.84 410,000.00
HAYMARKET VA 20169 2 01/26/01 00
243642 05 03/01/01 0
243642 O 02/01/31
0
4360973 286/286 F 323,100.00 ZZ
360 322,888.65 1
8.125 2,399.01 90
7.875 2,399.01 359,000.00
FALLS CHURCH VA 22044 1 01/31/01 11
249465 05 03/01/01 25
249465 O 02/01/31
0
4360974 286/286 F 333,333.00 ZZ
360 333,106.60 1
7.875 2,416.90 77
7.625 2,416.90 435,000.00
BOULDER CO 80303 2 01/05/01 00
160634 05 03/01/01 0
160634 O 02/01/31
0
4360976 286/286 F 315,400.00 ZZ
360 315,198.89 1
8.250 2,369.49 80
8.000 2,369.49 397,000.00
SCOTTSDALE AZ 85259 2 01/04/01 00
158621 03 03/01/01 0
1
158621 O 02/01/31
0
4360977 286/286 F 294,000.00 ZZ
360 293,812.52 1
8.250 2,208.73 95
8.000 2,208.73 309,523.00
XXXXX MD 20720 1 01/22/01 12
100161 03 03/01/01 30
100161 O 02/01/31
0
4360979 286/286 F 359,920.00 ZZ
360 359,652.88 1
7.500 2,516.62 80
7.250 2,516.62 449,900.00
GAITHERSBURG MD 20878 1 01/22/01 00
202308 03 03/01/01 0
202308 O 02/01/31
0
4360980 286/286 F 318,000.00 ZZ
360 317,775.55 1
7.750 2,278.20 75
7.500 2,278.20 428,000.00
XXXXXXXX MI 49107 5 01/08/01 00
224317 05 03/01/01 0
224317 O 02/01/31
0
4360984 286/286 F 302,300.00 ZZ
360 302,086.63 1
7.750 2,165.72 74
7.500 2,165.72 410,000.00
ANNANDALE VA 22003 2 01/29/01 00
243101 03 03/01/01 0
243101 O 02/01/31
0
4360985 286/286 F 96,000.00 ZZ
360 95,932.24 1
7.750 687.76 75
7.500 687.76 128,000.00
FAIRFIELD IA 52556 1 01/26/01 00
175358 05 03/01/01 0
175358 O 02/01/31
0
1
4360987 286/286 F 217,200.00 T
360 217,061.49 1
8.250 1,631.76 75
8.000 1,631.76 289,608.00
WESTON FL 33327 1 01/24/01 00
247322 05 03/01/01 0
247322 O 02/01/31
0
4360988 286/286 F 560,000.00 ZZ
360 559,594.68 1
7.625 3,963.65 66
7.375 3,963.65 850,000.00
HUNTINGTON BEAC CA 92648 1 01/30/01 00
60071 03 03/01/01 0
60071 O 02/01/31
0
4360990 286/286 F 115,900.00 ZZ
360 115,827.96 1
8.375 880.93 80
8.125 880.93 144,900.00
PITTSBURGH PA 15238 1 01/30/01 00
160589 05 03/01/01 0
160589 O 02/01/31
0
4360991 286/286 F 452,000.00 ZZ
360 451,696.71 1
8.000 3,316.62 80
7.750 3,316.62 565,000.00
DAVIDSONVILLE MD 21035 2 01/26/01 00
241880 03 03/01/01 0
241880 O 02/01/31
0
4360995 286/286 F 361,600.00 ZZ
360 361,344.78 1
7.750 2,590.55 80
7.500 2,590.55 452,000.00
RIVERSIDE IL 60546 1 01/31/01 00
227020 05 03/01/01 0
227020 O 02/01/31
0
4360997 286/286 F 500,000.00 ZZ
360 499,299.58 1
7.875 3,625.35 50
7.625 3,625.35 1,000,000.00
1
WASHINGTON DC 20016 2 01/02/01 00
159907 05 02/01/01 0
159907 O 01/01/31
0
4360999 286/286 F 400,000.00 ZZ
360 399,724.72 1
7.875 2,900.28 67
7.625 2,900.28 600,000.00
OTTSVILLE PA 18942 5 01/26/01 00
240565 05 03/01/01 0
240565 O 02/01/31
0
4361003 286/286 F 534,050.00 ZZ
360 533,673.07 1
7.750 3,826.00 80
7.500 3,826.00 667,707.00
PALM HARBOR FL 34685 1 01/31/01 00
225417 03 03/01/01 0
225417 O 02/01/31
0
4361004 286/286 F 483,750.00 ZZ
360 483,417.08 1
7.875 3,507.53 75
7.625 3,507.53 645,000.00
CINCINNATI OH 45236 1 01/31/01 00
225954 05 03/01/01 0
225954 O 02/01/31
0
4361005 286/286 F 510,000.00 ZZ
360 509,621.50 1
7.500 3,566.00 75
7.250 3,566.00 680,000.00
CHEVY CHASE MD 20815 1 01/30/01 00
234814 05 03/01/01 0
234814 O 02/01/31
0
4361007 286/286 F 320,000.00 ZZ
360 319,762.51 1
7.500 2,237.49 80
7.250 2,237.49 400,000.00
BRIGHTON MI 48116 1 01/26/01 00
160123 05 03/01/01 0
160123 O 02/01/31
0
1
4361010 286/286 F 528,000.00 ZZ
360 527,233.25 1
7.625 3,737.16 80
7.375 3,737.16 660,000.00
BETHESDA MD 20816 1 01/05/01 00
96242 05 02/01/01 0
96242 O 01/01/31
0
4361016 286/286 F 546,000.00 ZZ
360 545,604.83 1
7.625 3,864.55 80
7.375 3,864.55 683,000.00
MESA AZ 85205 1 01/08/01 00
224396 05 03/01/01 0
224396 O 02/01/31
0
4361019 286/286 F 335,450.00 ZZ
360 335,201.04 1
7.500 2,345.52 80
7.250 2,345.52 420,000.00
LAYTONSVILLE MD 20882 2 01/25/01 00
248399 03 03/01/01 0
248399 O 02/01/31
0
4361021 286/286 F 500,000.00 ZZ
360 499,638.11 1
7.625 3,538.97 77
7.375 3,538.97 650,000.00
PHOENIX AZ 85018 2 01/25/01 00
225291 05 03/01/01 0
225291 O 02/01/31
0
4361022 286/286 F 57,600.00 ZZ
360 57,562.32 1
8.125 427.68 36
7.875 427.68 164,000.00
OGUNQUIT ME 03907 5 01/26/01 00
183422 05 03/01/01 0
183422 O 02/01/31
0
4361023 286/286 F 170,000.00 ZZ
360 169,880.01 1
1
7.750 1,217.91 74
7.500 1,217.91 230,000.00
SOUTH LYON MI 48178 1 01/24/01 00
156755 05 03/01/01 0
156755 O 02/01/31
0
4361028 286/286 F 376,000.00 ZZ
360 375,741.24 1
7.875 2,726.26 80
7.625 2,726.26 470,000.00
TUCSON AZ 85716 5 01/24/01 00
228024 05 03/01/01 0
228024 O 02/01/31
0
4361032 286/286 F 348,000.00 ZZ
360 347,748.13 1
7.625 2,463.12 80
7.375 2,463.12 435,000.00
TUCSON AZ 85749 2 01/26/01 00
228020 05 03/01/01 0
228020 O 02/01/31
0
4361037 286/286 F 66,500.00 ZZ
360 66,458.66 2
8.375 505.45 64
8.125 505.45 104,000.00
PITTSFIELD MA 01201 2 01/26/01 00
9360596 05 03/01/01 0
9360596 O 02/01/31
0
4361038 286/286 F 572,000.00 ZZ
360 571,586.00 1
7.625 4,048.58 80
7.375 4,048.58 715,000.00
GAITHERSBURG MD 20882 2 01/08/01 00
244641 05 03/01/01 0
244641 O 02/01/31
0
4361039 286/286 F 165,000.00 ZZ
360 164,883.53 1
7.750 1,182.09 66
7.500 1,182.09 252,000.00
HIGHLANDS RANCH CO 80126 2 01/26/01 00
225665 03 03/01/01 0
1
225665 O 02/01/31
0
4361040 286/286 F 464,000.00 ZZ
360 463,655.64 1
7.500 3,244.36 80
7.250 3,244.36 580,000.00
SIMPSONVILLE SC 29681 2 01/26/01 00
224282 03 03/01/01 0
224282 O 02/01/31
0
4361042 286/286 F 329,500.00 ZZ
360 329,255.46 1
7.500 2,303.92 74
7.250 2,303.92 450,000.00
BETHESDA MD 20816 2 01/26/01 00
249187 05 03/01/01 0
249187 O 02/01/31
0
4361043 286/286 F 330,000.00 ZZ
360 329,767.08 1
7.750 2,364.17 66
7.500 2,364.17 500,787.00
FRAMINGHAM MA 01701 1 01/26/01 00
154737 05 03/01/01 0
154737 O 02/01/31
0
4361045 286/286 F 311,414.00 ZZ
360 311,194.21 1
7.750 2,231.01 78
7.500 2,231.01 400,000.00
CROFTON MD 21114 2 01/25/01 00
251992 03 03/01/01 0
251992 O 02/01/31
0
4361046 286/286 F 350,000.00 T
360 349,776.82 1
8.250 2,629.43 77
8.000 2,629.43 455,000.00
ALLENSPARK CO 80510 2 01/10/01 00
160216 05 03/01/01 0
160216 O 02/01/31
0
1
4361048 286/286 F 304,000.00 ZZ
360 303,779.97 1
7.625 2,151.70 80
7.375 2,151.70 380,000.00
GAITHERSBURG MD 20878 2 01/31/01 00
67155 03 03/01/01 0
67155 O 02/01/31
0
4361049 286/286 F 483,000.00 ZZ
360 482,641.54 1
7.500 3,377.21 69
7.250 3,377.21 700,000.00
PITTSBURGH PA 15238 2 01/22/01 00
239404 05 03/01/01 0
239404 O 02/01/31
0
4361052 286/286 F 127,950.00 ZZ
360 127,857.39 1
7.625 905.63 80
7.375 905.63 159,950.00
UPPER MARLBORO MD 20772 1 01/31/01 00
239038 03 03/01/01 0
239038 O 02/01/31
0
4361057 286/286 F 315,000.00 ZZ
360 314,783.22 1
7.875 2,283.97 70
7.625 2,283.97 450,000.00
COLLINSVILLE IL 62234 5 01/18/01 00
225296 05 03/01/01 0
225296 O 02/01/31
0
4361060 286/286 F 420,000.00 ZZ
360 419,703.57 1
7.750 3,008.93 72
7.500 3,008.93 590,000.00
MESA AZ 85213 2 01/16/01 00
224870 03 03/01/01 0
224870 O 02/01/31
0
4361061 286/286 F 378,000.00 ZZ
360 377,746.37 1
8.000 2,773.63 70
7.750 2,773.63 540,000.00
1
GLENDALE AZ 85308 5 01/16/01 00
224299 03 03/01/01 0
224299 O 02/01/31
0
4361066 286/286 F 340,000.00 ZZ
360 339,766.01 1
7.875 2,465.24 60
7.625 2,465.24 570,000.00
BOULDER CO 80302 1 01/08/01 00
224591 05 03/01/01 0
224591 O 02/01/31
0
4361067 286/286 F 846,000.00 ZZ
360 845,432.35 1
8.000 6,207.65 66
7.750 6,207.65 1,300,000.00
LOS ANGELES CA 90049 2 01/19/01 00
9794777 05 03/01/01 0
9794777 O 02/01/31
0
4361069 286/286 F 350,000.00 ZZ
360 349,746.68 1
7.625 2,477.28 73
7.375 2,477.28 480,000.00
PASADENA MD 21122 1 01/30/01 00
9963015 05 03/01/01 0
9963015 O 02/01/31
0
4361071 286/286 F 320,000.00 ZZ
360 319,801.10 1
8.375 2,432.23 80
8.125 2,432.23 400,000.00
JAMUL CA 91935 2 01/25/01 00
9792906 05 03/01/01 0
9792906 O 02/01/31
0
4361073 286/286 F 308,000.00 ZZ
360 307,808.56 1
8.375 2,341.02 72
8.125 2,341.02 430,000.00
FREMONT CA 94536 2 01/18/01 00
9795072 05 03/01/01 0
9795072 O 02/01/31
0
1
4361074 286/286 F 196,000.00 ZZ
360 195,861.66 1
7.750 1,404.17 80
7.500 1,404.17 245,000.00
ESCONDIDO CA 92029 1 01/22/01 00
9797992 05 03/01/01 0
9797992 O 02/01/31
0
4361075 286/286 F 332,500.00 ZZ
360 332,271.17 1
7.875 2,410.86 70
7.625 2,410.86 475,000.00
SAN DIEGO CA 92115 1 01/04/01 00
9790397 05 03/01/01 0
9790397 O 02/01/31
0
4361076 286/286 F 375,900.00 ZZ
360 375,613.97 1
7.375 2,596.25 80
7.125 2,596.25 469,900.00
OAK HILL VA 20171 1 01/23/01 00
9964197 03 03/01/01 0
9964197 O 02/01/31
0
4361079 286/286 F 240,000.00 ZZ
360 239,826.30 1
7.625 1,698.70 80
7.375 1,698.70 300,000.00
SAN FRANCISCO CA 94112 1 01/24/01 00
9793863 05 03/01/01 0
9793863 O 02/01/31
0
4361080 286/286 F 295,000.00 ZZ
360 294,796.99 1
7.875 2,138.95 69
7.625 2,138.95 430,000.00
REDLANDS CA 92373 2 01/22/01 00
9961004 05 03/01/01 0
9961004 O 02/01/31
0
4361081 286/286 F 145,000.00 ZZ
360 144,892.39 1
1
7.500 1,013.86 60
7.250 1,013.86 245,000.00
CASTROVILLE CA 95012 2 01/25/01 00
9797532 05 03/01/01 0
9797532 O 02/01/31
0
4361082 286/286 F 400,200.00 ZZ
360 399,917.54 1
7.750 2,867.08 75
7.500 2,867.08 533,662.00
SAN LEANDRO CA 94579 1 01/18/01 00
9791497 03 03/01/01 0
9791497 O 02/01/31
0
4361083 286/286 F 350,400.00 ZZ
360 350,139.95 1
7.500 2,450.05 80
7.250 2,450.05 438,000.00
MONROE WA 98272 1 01/17/01 00
09796659 05 03/01/01 0
09796659 O 02/01/31
0
4361085 286/286 F 524,500.00 ZZ
360 524,156.90 1
8.125 3,894.40 73
7.875 3,894.40 725,000.00
MOUNTAIN VIEW CA 94043 2 01/19/01 00
9960942 05 03/01/01 0
9960942 O 02/01/31
0
4361088 286/286 F 549,000.00 T
360 548,640.88 1
8.125 4,076.31 63
7.875 4,076.31 875,000.00
LAKE ARROWHEAD CA 92352 2 01/19/01 00
09796652 05 03/01/01 0
09796652 O 02/01/31
0
4361089 286/286 F 460,000.00 ZZ
360 459,683.43 1
7.875 3,335.32 66
7.625 3,335.32 703,378.00
FREMONT CA 94536 1 01/19/01 00
9797378 03 03/01/01 0
1
9797378 O 02/01/31
0
4361091 286/286 F 423,200.00 T
360 422,908.76 1
7.875 3,068.49 80
7.625 3,068.49 529,000.00
OCEANSIDE CA 92054 2 01/19/01 00
9790509 01 03/01/01 0
9790509 O 02/01/31
0
4361092 286/286 F 288,000.00 ZZ
360 287,796.73 1
7.750 2,063.27 80
7.500 2,063.27 360,000.00
PASADENA CA 91104 1 01/11/01 00
9788042 05 03/01/01 0
9788042 O 02/01/31
0
4361093 286/286 F 378,900.00 ZZ
360 378,611.69 1
7.375 2,616.97 80
7.125 2,616.97 473,900.00
IRVINE CA 92602 1 01/24/01 00
9787716 03 03/01/01 0
9787716 O 02/01/31
0
4361095 286/286 F 647,000.00 ZZ
360 646,565.87 1
8.000 4,747.46 70
7.750 4,747.46 925,000.00
TORRANCE CA 90505 2 01/12/01 00
9793084 05 03/01/01 0
9793084 O 02/01/31
0
4361096 286/286 F 150,000.00 ZZ
360 149,904.35 1
8.250 1,126.90 64
8.000 1,126.90 235,000.00
VALLEY CENTER CA 92082 2 01/10/01 00
9788330 05 03/01/01 0
9788330 O 02/01/31
0
1
4361097 286/286 F 104,500.00 ZZ
360 104,426.25 1
7.750 748.65 64
7.500 748.65 164,500.00
REDLANDS CA 92373 1 01/18/01 00
9793247 05 03/01/01 0
9793247 O 02/01/31
0
4361098 286/286 F 270,000.00 ZZ
360 269,832.19 1
8.375 2,052.20 60
8.125 2,052.20 450,000.00
WALNUT CREEK CA 94595 2 01/24/01 00
9793570 05 03/01/01 0
9793570 O 02/01/31
0
4361099 286/286 F 150,500.00 ZZ
360 150,404.03 1
8.250 1,130.66 63
8.000 1,130.66 240,000.00
EAST HAVEN CT 06512 2 01/23/01 00
9793825 05 03/01/01 0
9793825 O 02/01/31
0
4361100 286/286 F 389,500.00 ZZ
360 389,251.63 1
8.250 2,926.18 60
8.000 2,926.18 650,000.00
EAST PALO ALTO CA 94303 2 01/17/01 00
9791586 05 03/01/01 0
9791586 O 02/01/31
0
4361101 286/286 F 400,000.00 ZZ
360 399,717.68 1
7.750 2,865.65 71
7.500 2,865.65 565,000.00
DANVILLE CA 94526 2 01/12/01 00
9793307 03 03/01/01 0
9793307 O 02/01/31
0
4361102 286/286 F 330,000.00 ZZ
360 329,778.58 1
8.000 2,421.42 65
7.750 2,421.42 510,000.00
1
SAN DIEGO CA 92109 2 01/19/01 00
09795342 05 03/01/01 0
09795342 O 02/01/31
0
4361103 286/286 F 404,500.00 ZZ
360 404,242.07 1
8.250 3,038.87 62
8.000 3,038.87 660,000.00
SAN RAMON CA 94583 2 01/18/01 00
9796519 03 03/01/01 0
9796519 O 02/01/31
0
4361104 286/286 F 128,500.00 ZZ
360 128,404.64 1
7.500 898.49 60
7.250 898.49 215,000.00
SAN DIEGO CA 92115 5 01/22/01 00
9795566 05 03/01/01 0
9795566 O 02/01/31
0
4361105 286/286 F 500,000.00 ZZ
360 499,681.17 1
8.250 3,756.33 79
8.000 3,756.33 634,562.00
SALINAS CA 93907 1 01/26/01 00
9794353 03 03/01/01 0
9794353 O 02/01/31
0
4361107 286/286 F 380,000.00 ZZ
360 379,745.02 1
8.000 2,788.31 80
7.750 2,788.31 475,000.00
COTATI CA 94931 1 01/25/01 00
9801694 05 03/01/01 0
9801694 O 02/01/31
0
4361109 286/286 F 490,500.00 ZZ
360 490,170.88 1
8.000 3,599.12 78
7.750 3,599.12 630,000.00
LIVERMORE CA 94550 2 01/10/01 00
9792945 05 03/01/01 0
9792945 O 02/01/31
0
1
4361110 286/286 F 650,000.00 ZZ
360 649,552.68 1
7.875 4,712.95 70
7.625 4,712.95 940,000.00
GRANITE BAY CA 95746 2 01/18/01 00
9731133 03 03/01/01 0
9731133 O 02/01/31
0
4361111 286/286 F 368,000.00 ZZ
360 367,740.27 1
7.750 2,636.40 80
7.500 2,636.40 460,000.00
MISSION VIEJO CA 92691 2 01/18/01 00
9791566 05 03/01/01 0
9791566 O 02/01/31
0
4361114 286/286 F 365,000.00 ZZ
360 364,748.81 1
7.875 2,646.50 75
7.625 2,646.50 490,000.00
EL DORADO HILLS CA 95762 2 01/23/01 00
9762255 03 03/01/01 0
9762255 O 02/01/31
0
4361116 286/286 F 312,000.00 ZZ
360 311,785.28 1
7.875 2,262.22 80
7.625 2,262.22 390,000.00
GREENBURGH NY 10530 2 01/13/01 00
9793945 05 03/01/01 0
9793945 O 02/01/31
0
4361117 286/286 F 322,000.00 ZZ
360 321,794.67 1
8.250 2,419.08 51
8.000 2,419.08 640,000.00
SUNNYVALE CA 94087 2 01/18/01 00
9793606 05 03/01/01 0
9793606 O 02/01/31
0
4361118 286/286 F 400,000.00 T
360 399,763.84 1
1
8.625 3,111.16 70
8.375 3,111.16 575,385.00
LAS VEGAS NV 89109 1 01/29/01 00
9793238 05 03/01/01 0
9793238 O 02/01/31
0
4361119 286/286 F 407,950.00 ZZ
360 407,676.28 1
8.000 2,993.39 80
7.750 2,993.39 509,990.00
SAN DIEGO CA 92130 1 01/23/01 00
9790504 03 03/01/01 0
9790504 O 02/01/31
0
4361122 286/286 F 383,000.00 ZZ
360 382,749.47 1
8.125 2,843.76 79
7.875 2,843.76 490,000.00
BONITA CA 91902 2 01/19/01 00
9793909 05 03/01/01 0
9793909 O 02/01/31
0
4361126 286/286 F 382,000.00 ZZ
360 381,709.33 1
7.375 2,638.38 63
7.125 2,638.38 610,000.00
LAGUNA NIGUEL CA 92677 2 01/17/01 00
9795824 03 03/01/01 0
9795824 O 02/01/31
0
4361130 286/286 F 306,000.00 ZZ
360 305,794.68 1
8.000 2,245.32 74
7.750 2,245.32 415,000.00
BOUNTIFUL UT 84010 2 01/19/01 00
9960742 05 03/01/01 0
9960742 O 02/01/31
0
4361131 286/286 F 608,000.00 ZZ
360 607,548.78 1
7.500 4,251.22 66
7.250 4,251.22 925,000.00
GRANITE BAY CA 95746 2 01/16/01 00
9794997 03 03/01/01 0
1
9794997 O 02/01/31
0
4361132 286/286 F 310,000.00 ZZ
360 309,797.22 1
8.125 2,301.74 80
7.875 2,301.74 388,050.00
RICHMOND CA 94806 1 01/17/01 00
9779953 03 03/01/01 0
9779953 O 02/01/31
0
4361137 286/286 F 332,000.00 ZZ
360 331,771.52 1
7.875 2,407.23 80
7.625 2,407.23 415,000.00
GLENDALE CA 91208 1 01/16/01 00
09795593 05 03/01/01 0
09795593 O 02/01/31
0
4361139 286/286 F 384,000.00 ZZ
360 383,707.81 1
7.375 2,652.19 80
7.125 2,652.19 480,000.00
TEMPLE CITY CA 91007 1 01/10/01 00
9790517 03 03/01/01 0
9790517 O 02/01/31
0
4361142 286/286 F 338,000.00 ZZ
360 337,767.40 1
7.875 2,450.73 75
7.625 2,450.73 451,000.00
SAN DIEGO CA 92131 2 01/24/01 00
9793988 05 03/01/01 0
9793988 O 02/01/31
0
4361144 286/286 F 303,000.00 ZZ
360 302,791.48 1
7.875 2,196.96 80
7.625 2,196.96 379,000.00
NAPERVILLE IL 60565 1 01/23/01 00
9787576 05 03/01/01 0
9787576 O 02/01/31
0
1
4361149 286/286 F 372,400.00 ZZ
360 372,162.53 1
8.250 2,797.72 66
8.000 2,797.72 572,000.00
BOSTON MA 02110 2 01/26/01 00
9790226 06 03/01/01 0
9790226 O 02/01/31
0
4361150 286/286 F 332,000.00 ZZ
360 331,753.61 1
7.500 2,321.39 80
7.250 2,321.39 415,000.00
ANDOVER MA 01810 1 01/31/01 00
9962926 05 03/01/01 0
9962926 O 02/01/31
0
4361151 286/286 F 535,000.00 ZZ
360 534,650.04 1
8.125 3,972.36 43
7.875 3,972.36 1,250,000.00
FREMONT CA 94539 2 01/19/01 00
9795064 05 03/01/01 0
9795064 O 02/01/31
0
4361152 286/286 F 367,000.00 ZZ
360 366,740.98 1
7.750 2,629.23 80
7.500 2,629.23 460,000.00
WALNUT CA 91789 2 01/16/01 00
9793635 05 03/01/01 0
9793635 O 02/01/31
0
4361154 286/286 F 425,000.00 ZZ
360 424,676.61 1
7.375 2,935.37 73
7.125 2,935.37 590,000.00
UNION CITY CA 94587 2 01/22/01 00
9783925 05 03/01/01 0
9783925 O 02/01/31
0
4361155 286/286 F 196,000.00 ZZ
360 195,868.49 1
8.000 1,438.18 70
7.750 1,438.18 280,000.00
1
FREMONT CA 94555 2 01/16/01 00
9785484 05 03/01/01 0
9785484 O 02/01/31
0
4361157 286/286 F 316,000.00 ZZ
360 315,782.53 1
7.875 2,291.22 80
7.625 2,291.22 395,000.00
MISSION VIEJO CA 92691 2 01/19/01 00
9791483 05 03/01/01 0
9791483 O 02/01/31
0
4361158 286/286 F 402,400.00 ZZ
360 402,108.76 1
7.625 2,848.16 80
7.375 2,848.16 503,000.00
FAIRFAX STATION VA 22039 1 01/31/01 00
9958142 03 03/01/01 0
9958142 O 02/01/31
0
4361160 286/286 F 689,500.00 ZZ
360 689,013.36 1
7.750 4,939.66 70
7.500 4,939.66 985,000.00
CARMEL VALLEY CA 93924 1 01/22/01 00
9797142 03 03/01/01 0
9797142 O 02/01/31
0
4361162 286/286 F 426,500.00 ZZ
360 426,213.82 1
8.000 3,129.51 78
7.750 3,129.51 550,000.00
SOLANA BEACH CA 92075 2 01/22/01 00
9794001 03 03/01/01 0
9794001 O 02/01/31
0
4361163 286/286 F 280,250.00 ZZ
360 280,057.13 1
7.875 2,032.01 95
7.625 2,032.01 295,000.00
FREMONT CA 94536 1 01/17/01 19
9782456 05 03/01/01 30
9782456 O 02/01/31
0
1
4361164 286/286 F 280,000.00 ZZ
360 279,812.13 1
8.000 2,054.54 67
7.750 2,054.54 418,000.00
ESCONDIDO CA 92029 2 01/16/01 00
9962015 05 03/01/01 0
9962015 O 02/01/31
0
4361166 286/286 F 252,000.00 ZZ
360 251,822.14 1
7.750 1,805.36 46
7.500 1,805.36 555,000.00
XXXXXXXX CA 94553 2 01/22/01 00
09798867 05 03/01/01 0
09798867 O 02/01/31
0
4361167 286/286 F 328,000.00 ZZ
360 327,790.85 1
8.250 2,464.15 80
8.000 2,464.15 410,000.00
SAN DIEGO CA 92110 2 01/17/01 00
9785172 05 03/01/01 0
9785172 O 02/01/31
0
4361169 286/286 F 350,000.00 ZZ
360 349,752.98 1
7.750 2,507.44 73
7.500 2,507.44 483,000.00
DAVIS CA 95616 2 01/19/01 00
9722078 03 03/01/01 0
9722078 O 02/01/31
0
4361170 286/286 F 533,900.00 ZZ
360 533,584.79 1
8.625 4,152.62 66
8.375 4,152.62 820,000.00
TEMPE AZ 85284 2 01/17/01 00
9793011 03 03/01/01 0
9793011 O 02/01/31
0
4361173 286/286 F 296,000.00 ZZ
360 295,785.76 1
1
7.625 2,095.07 80
7.375 2,095.07 370,000.00
XXXXX CA 95376 2 01/10/01 00
9791185 05 03/01/01 0
9791185 O 02/01/31
0
4361175 286/286 F 406,500.00 ZZ
360 406,227.25 1
8.000 2,982.75 74
7.750 2,982.75 554,000.00
SAN DIEGO CA 92109 2 01/23/01 00
9796495 01 03/01/01 0
9796495 O 02/01/31
0
4361176 286/286 F 477,300.00 ZZ
360 476,945.78 1
7.500 3,337.35 80
7.250 3,337.35 596,650.00
WAYLAND MA 01778 1 01/26/01 00
9795988 01 03/01/01 0
9795988 O 02/01/31
0
4361179 286/286 F 395,000.00 ZZ
360 394,741.62 1
8.125 2,932.86 78
7.875 2,932.86 510,000.00
OAKLAND CA 94619 2 01/12/01 00
9793339 05 03/01/01 0
9793339 O 02/01/31
0
4361180 286/286 F 417,200.00 ZZ
360 416,912.89 1
7.875 3,024.99 80
7.625 3,024.99 521,564.00
DUBLIN CA 94568 1 01/09/01 00
9747416 03 03/01/01 0
9747416 O 02/01/31
0
4361181 286/286 F 454,050.00 ZZ
360 453,737.52 1
7.875 3,292.18 50
7.625 3,292.18 915,000.00
SAN DIEGO CA 92107 2 01/12/01 00
9788287 05 03/01/01 0
1
9788287 O 02/01/31
0
4361183 286/286 F 338,400.00 ZZ
360 338,142.51 1
7.375 2,337.24 80
7.125 2,337.24 423,000.00
WEST HILLS CA 91304 2 01/17/01 00
9782647 05 03/01/01 0
9782647 O 02/01/31
0
4361186 286/286 F 378,450.00 ZZ
360 378,208.67 1
8.250 2,843.17 78
8.000 2,843.17 490,000.00
VANCOUVER WA 98685 2 01/19/01 00
9960437 05 03/01/01 0
9960437 O 02/01/31
0
4361187 286/286 F 566,800.00 ZZ
360 566,419.69 1
8.000 4,158.98 80
7.750 4,158.98 708,501.00
SAN DIEGO CA 92130 1 01/24/01 00
9794132 03 03/01/01 0
9794132 O 02/01/31
0
4361190 286/286 F 239,900.00 ZZ
360 239,726.36 1
7.625 1,698.00 75
7.375 1,698.00 319,900.00
LAKESIDE CA 92040 1 01/17/01 00
09795585 05 03/01/01 0
09795585 O 02/01/31
0
4361216 168/168 F 345,000.00 ZZ
360 344,750.30 1
7.625 2,441.89 80
7.375 2,441.89 435,000.00
XXXXXX VALLEY NY 10579 1 02/23/01 00
0249679493 05 03/01/01 0
0249679493 O 02/01/31
0
1
4361421 168/168 F 425,000.00 ZZ
360 424,692.40 1
7.625 3,008.12 71
7.375 3,008.12 605,000.00
WALNUT CREEK CA 94598 1 01/08/01 00
0439583594 05 03/01/01 0
0439583594 O 02/01/31
0
4361543 L46/L46 F 289,600.00 ZZ
360 288,982.80 1
7.750 2,074.74 80
7.500 2,074.74 362,000.00
PLANO TX 75093 1 11/27/00 00
0000924050 03 01/01/01 0
0000924050 O 12/01/30
0
4361581 168/168 F 310,000.00 ZZ
360 309,775.63 1
7.625 2,194.16 74
7.375 2,194.16 419,000.00
BROOKLYN NY 11228 1 01/26/01 00
0249701995 05 03/01/01 0
0249701995 O 02/01/31
0
4361662 168/168 F 608,000.00 ZZ
360 607,559.94 1
7.625 4,303.39 80
7.375 4,303.39 760,000.00
WATER MILL NY 11976 1 01/30/01 00
0189700068 05 03/01/01 0
0189700068 O 02/01/31
0
4361813 168/168 F 500,000.00 ZZ
360 499,628.93 1
7.500 3,496.07 80
7.250 3,496.07 625,000.00
CHAPPAQUA NY 10514 1 02/01/01 00
0189696770 05 03/01/01 0
0189696770 O 02/01/31
0
4361870 956/G01 F 500,000.00 ZZ
360 500,000.00 1
7.250 3,410.88 72
7.000 3,410.88 701,000.00
1
NEWARK CA 94560 1 02/09/01 00
0432629319 05 04/01/01 0
111010347 O 03/01/31
0
4361969 168/168 F 319,100.00 ZZ
360 318,869.04 1
7.625 2,258.57 80
7.375 2,258.57 399,000.00
EASTCHESTER NY 10709 1 01/30/01 00
0189692120 05 03/01/01 0
0189692120 O 02/01/31
0
4362025 168/168 F 418,400.00 ZZ
360 418,112.06 1
7.875 3,033.69 80
7.625 3,033.69 523,000.00
IRVINGTON NY 10533 1 01/29/01 00
0189709600 05 03/01/01 0
0189709600 O 02/01/31
0
4362026 168/168 F 545,000.00 ZZ
360 544,284.08 1
7.625 3,857.48 79
7.375 3,857.48 695,000.00
PALO ALTO CA 94301 2 01/09/01 00
0439583195 05 03/01/01 0
0439583195 O 02/01/31
0
4362039 992/G01 F 475,000.00 ZZ
360 475,000.00 1
7.375 3,280.71 76
7.125 3,280.71 630,000.00
XXX HILLS NY 11746 1 02/09/01 00
0432618957 05 04/01/01 0
392718 O 03/01/31
0
4362052 168/168 F 344,000.00 ZZ
360 343,757.21 1
7.750 2,464.46 80
7.500 2,464.46 430,000.00
EAST NORTHPORT NY 11731 1 01/04/01 00
0189685166 05 03/01/01 0
0189685166 O 02/01/31
0
1
4362073 624/G01 F 420,000.00 ZZ
360 420,000.00 1
7.750 3,008.93 78
7.500 3,008.93 540,000.00
SANTA ANA CA 92705 2 02/09/01 00
0432621910 05 04/01/01 0
35007000056F O 03/01/31
0
4362187 168/168 F 452,800.00 ZZ
360 452,158.78 1
7.750 3,243.91 80
7.500 3,243.91 566,000.00
SAN JOSE CA 95118 1 12/14/00 00
0439572070 05 02/01/01 0
0439572070 O 01/01/31
0
4362218 168/168 F 475,000.00 ZZ
360 474,638.56 1
7.375 3,280.71 76
7.125 3,280.71 625,000.00
PISMO BEACH CA 93449 1 01/05/01 00
0439583870 05 03/01/01 0
0439583870 O 02/01/31
0
4362221 168/168 F 528,000.00 ZZ
360 527,608.15 1
7.500 3,691.85 80
7.250 3,691.85 660,000.00
GARDEN CITY NY 11530 1 01/26/01 00
0189683392 05 03/01/01 0
0189683392 O 02/01/31
0
4362255 168/168 F 457,600.00 ZZ
360 457,277.03 1
7.750 3,278.30 80
7.500 3,278.30 572,000.00
CUPERTINO CA 95014 2 01/03/01 00
0439572436 09 03/01/01 0
0439572436 O 02/01/31
0
4362290 168/168 F 636,800.00 ZZ
360 636,327.40 1
1
7.500 4,452.60 80
7.250 4,452.60 796,000.00
LARCHMONT NY 10538 1 01/12/01 00
0189683066 05 03/01/01 0
0189683066 O 02/01/31
0
4362308 168/168 F 332,000.00 ZZ
360 331,541.54 1
7.875 2,407.23 80
7.625 2,407.23 415,000.00
WALNUT CREEK CA 94598 1 12/20/00 00
0439587697 05 02/01/01 0
0439587697 O 01/01/31
0
4362341 956/G01 F 525,000.00 ZZ
360 525,000.00 1
7.750 3,761.16 53
7.500 3,761.16 995,000.00
WESTLAKE VILLAG CA 91362 1 02/09/01 00
0432628550 03 04/01/01 0
2911010089 O 03/01/31
0
4362370 168/168 F 564,000.00 ZZ
360 563,611.86 1
7.875 4,089.39 80
7.625 4,089.39 705,000.00
SAN JOSE CA 95120 1 01/02/01 00
0439573092 05 03/01/01 0
0439573092 O 02/01/31
0
4362561 168/168 F 388,700.00 ZZ
360 388,121.25 1
7.500 2,717.85 80
7.250 2,717.85 487,471.00
PETALUMA CA 94954 1 12/22/00 00
0439581605 05 02/01/01 0
0439581605 O 01/01/31
0
4362595 168/168 F 388,000.00 ZZ
360 387,464.21 2
7.875 2,813.27 80
7.625 2,813.27 485,000.00
FLUSHING NY 11354 1 12/21/00 00
0189675438 05 02/01/01 0
1
0189675438 O 01/01/31
0
4362723 168/168 F 272,000.00 ZZ
360 271,803.13 1
7.625 1,925.20 80
7.375 1,925.20 340,000.00
NEW HYDE PARK NY 11040 1 01/03/01 00
0189665254 05 03/01/01 0
0189665254 O 02/01/31
0
4362724 168/168 F 484,000.00 ZZ
360 483,649.70 1
7.625 3,425.72 80
7.375 3,425.72 610,000.00
SAN JOSE CA 95117 2 01/26/01 00
0439573840 05 03/01/01 0
0439573840 O 02/01/31
0
4362862 168/168 F 392,000.00 ZZ
360 391,716.28 1
7.625 2,774.55 80
7.375 2,774.55 490,000.00
JAMAICA ESTATES NY 11432 1 01/10/01 00
0189665211 05 03/01/01 0
0189665211 O 02/01/31
0
4362949 168/168 F 468,500.00 ZZ
360 468,152.31 1
7.500 3,275.82 80
7.250 3,275.82 587,000.00
SUNNYVALE CA 94089 2 01/11/01 00
0439562627 01 03/01/01 0
0439562627 O 02/01/31
0
4363075 168/168 F 326,400.00 ZZ
360 326,169.63 1
7.750 2,338.37 80
7.500 2,338.37 408,000.00
EAST MEADOW NY 11554 1 01/18/01 00
989984648 05 03/01/01 0
989984648 O 02/01/31
0
1
4363106 168/168 F 399,950.00 ZZ
360 399,674.75 1
7.875 2,899.92 65
7.625 2,899.92 623,495.00
RANCHO MIRAGE CA 92270 1 01/23/01 00
0439562694 03 03/01/01 0
0439562694 O 02/01/31
0
4363179 168/168 F 392,000.00 ZZ
360 391,716.28 1
7.625 2,774.55 80
7.375 2,774.55 491,000.00
SAN JOSE CA 95130 2 12/28/00 00
0439562414 05 03/01/01 0
0439562414 O 02/01/31
0
4363182 168/168 F 384,000.00 ZZ
360 383,715.02 1
7.500 2,684.98 80
7.250 2,684.98 480,000.00
PACIFICA CA 94044 2 01/22/01 00
0439569192 05 03/01/01 0
0439569192 O 02/01/31
0
4363258 168/168 F 461,250.00 ZZ
360 460,907.68 1
7.500 3,225.13 80
7.250 3,225.13 576,600.00
ARLINGTON VA 22201 1 01/26/01 00
0249715082 05 03/01/01 0
0249715082 O 02/01/31
0
4363371 168/168 F 344,000.00 ZZ
360 342,830.43 1
8.000 2,524.15 80
7.750 2,524.15 430,000.00
SAN JOSE CA 95111 1 09/07/00 00
0439551382 03 11/01/00 0
0439551382 O 10/01/30
0
4363401 168/168 F 392,000.00 ZZ
360 391,458.69 1
7.875 2,842.27 80
7.625 2,842.27 490,000.00
1
SUNNYVALE CA 94086 1 12/01/00 00
869319019 05 02/01/01 0
869319019 O 01/01/31
0
4363600 526/526 F 323,200.00 ZZ
360 322,753.70 1
7.875 2,343.42 79
7.625 2,343.42 413,000.00
PALM DESERT CA 92211 1 12/26/00 00
0431364 03 02/01/01 0
0431364 O 01/01/31
0
4363611 526/526 F 277,000.00 ZZ
240 275,535.37 1
7.750 2,274.03 84
7.500 2,274.03 330,000.00
UPPER SALFORD PA 19473 2 12/04/00 01
0432065 05 01/01/01 12
0432065 O 12/01/20
0
4363616 526/526 F 425,000.00 ZZ
360 424,692.40 1
7.625 3,008.12 66
7.375 3,008.12 645,000.00
BASALT CO 81621 5 01/12/01 00
0432354 03 03/01/01 0
0432354 O 02/01/31
0
4363621 526/526 F 366,800.00 ZZ
360 366,293.50 1
7.875 2,659.55 80
7.625 2,659.55 458,500.00
WILTON CT 06897 1 01/04/01 00
0432726 05 02/01/01 0
0432726 O 01/01/31
0
4363625 526/526 F 100,000.00 ZZ
360 99,872.02 1
8.250 751.27 34
8.000 751.27 300,000.00
YAKIMA WA 98908 5 12/13/00 00
0432852 05 02/01/01 0
0432852 O 01/01/31
0
1
4363626 526/526 F 299,250.00 ZZ
360 299,064.00 1
8.375 2,274.52 95
8.125 2,274.52 315,000.00
QUEEN CREEK AZ 85242 1 01/23/01 12
0432958 05 03/01/01 30
0432958 O 02/01/31
0
4363669 526/526 F 316,000.00 ZZ
360 315,813.43 1
8.625 2,457.82 80
8.375 2,457.82 395,000.00
PORTLAND OR 97266 1 01/04/01 00
0434262 05 03/01/01 0
0434262 O 02/01/31
0
4363674 526/526 F 360,000.00 ZZ
360 359,758.45 1
8.000 2,641.55 78
7.750 2,641.55 465,000.00
MONTGOMERY TX 77356 2 01/08/01 00
0434369 03 03/01/01 0
0434369 O 02/01/31
0
4363675 526/526 F 355,000.00 ZZ
360 354,761.81 1
8.000 2,604.86 44
7.750 2,604.86 820,000.00
PHOENIX AZ 85018 5 01/02/01 00
0434376 03 03/01/01 0
0434376 O 02/01/31
0
4363687 526/526 F 365,000.00 ZZ
360 364,520.87 1
8.125 2,710.11 48
7.875 2,710.11 770,000.00
SAN CARLOS CA 94070 2 12/21/00 00
0434569 05 02/01/01 0
0434569 O 01/01/31
0
4363702 526/526 F 379,474.00 ZZ
360 379,212.85 1
1
7.875 2,751.45 42
7.625 2,751.45 915,000.00
SAN JOSE CA 95126 2 01/12/01 00
0434726 05 03/01/01 0
0434726 O 02/01/31
0
4363726 526/526 F 130,350.00 ZZ
360 130,160.72 1
7.625 922.61 80
7.375 922.61 162,990.00
HOUSTON TX 77064 1 12/29/00 00
0435027 03 02/01/01 0
0435027 O 01/01/31
0
4363746 526/526 F 296,000.00 ZZ
360 295,591.24 1
7.875 2,146.21 80
7.625 2,146.21 370,000.00
HAYWARD CA 94544 1 12/29/00 00
0435360 05 02/01/01 0
0435360 O 01/01/31
0
4363764 526/526 F 296,000.00 ZZ
360 295,551.05 1
8.000 2,171.94 80
7.750 2,171.94 370,000.00
SAN JOSE CA 95127 5 12/26/00 00
0435588 05 02/01/01 0
0435588 O 01/01/31
0
4363767 526/526 F 1,011,000.00 ZZ
360 1,010,338.66 1
8.125 7,506.65 75
7.875 7,506.65 1,350,000.00
BEVERLY HILLS CA 90210 2 01/18/01 00
0435641 07 03/01/01 0
0435641 O 02/01/31
0
4363783 526/526 F 273,000.00 ZZ
360 272,812.12 1
7.875 1,979.44 51
7.625 1,979.44 545,000.00
SAN MATEO CA 94402 5 01/05/01 00
0435786 05 03/01/01 0
1
0435786 O 02/01/31
0
4363797 526/526 F 370,000.00 ZZ
360 369,745.37 1
7.875 2,682.76 59
7.625 2,682.76 634,500.00
LAGUNA NIGUEL CA 92677 1 01/25/01 00
0436000 07 03/01/01 0
0436000 O 02/01/31
0
4363806 526/526 F 389,900.00 ZZ
360 389,610.64 1
7.500 2,726.24 80
7.250 2,726.24 489,900.00
LITTLETON CO 80122 1 01/02/01 00
0436173 05 03/01/01 0
0436173 O 02/01/31
0
4363808 526/526 F 372,000.00 ZZ
360 371,737.45 1
7.750 2,665.05 80
7.500 2,665.05 465,000.00
ENGLEWOOD CO 80111 2 01/05/01 00
0436182 05 03/01/01 0
0436182 O 02/01/31
0
4363812 526/526 F 316,000.00 ZZ
360 315,793.29 1
8.125 2,346.29 80
7.875 2,346.29 395,000.00
HUNTINGTON CA 92646 1 01/10/01 00
0436286 05 03/01/01 0
0436286 O 02/01/31
0
4363817 526/526 F 450,000.00 ZZ
360 449,698.06 1
8.000 3,301.94 70
7.750 3,301.94 650,000.00
EL CERRITO CA 94530 2 01/16/01 00
0436323 05 03/01/01 0
0436323 O 02/01/31
0
1
4363819 526/526 F 312,000.00 ZZ
360 311,774.18 1
7.625 2,208.32 80
7.375 2,208.32 390,000.00
WESTMINSTER CO 80020 1 01/17/01 00
0436361 05 03/01/01 0
0436361 O 02/01/31
0
4363834 526/526 F 304,800.00 ZZ
360 304,477.38 1
7.750 2,183.62 80
7.500 2,183.62 381,000.00
SCOTTSDALE AZ 85259 1 01/18/01 00
0436585 09 03/01/01 0
0436585 O 02/01/31
0
4363837 526/526 F 390,000.00 ZZ
360 389,731.61 1
7.875 2,827.77 78
7.625 2,827.77 501,000.00
MONTGOMERY TX 77356 2 01/25/01 00
0436601 03 03/01/01 0
0436601 O 02/01/31
0
4363838 526/526 F 398,400.00 ZZ
360 398,152.37 1
8.375 3,028.13 71
8.125 3,028.13 565,000.00
SAN JOSE CA 95136 2 01/19/01 00
0436608 05 03/01/01 0
0436608 O 02/01/31
0
4363840 526/526 F 400,000.00 ZZ
360 399,724.72 1
7.875 2,900.28 57
7.625 2,900.28 710,000.00
GILROY CA 95020 2 01/05/01 00
0436635 05 03/01/01 0
0436635 O 02/01/31
0
4363925 526/526 F 116,500.00 ZZ
360 116,427.59 1
8.375 885.48 63
8.125 885.48 185,000.00
1
PARK CITY UT 84098 2 01/25/01 00
0439405 06 03/01/01 0
0439405 O 02/01/31
0
4365570 E22/G01 F 400,000.00 ZZ
360 400,000.00 1
7.375 2,762.70 50
7.125 2,762.70 800,000.00
WALNUT CREEK CA 94596 1 02/16/01 00
0412338527 05 04/01/01 0
0412338527 O 03/01/31
0
4365580 E22/G01 F 148,000.00 ZZ
360 148,000.00 1
7.375 1,022.20 75
7.125 1,022.20 198,000.00
SILVERDALE WA 98383 1 02/13/01 00
0412357816 05 04/01/01 0
0412357816 O 03/01/31
0
4365587 E22/G01 F 368,000.00 ZZ
360 368,000.00 1
7.375 2,541.68 80
7.125 2,541.68 460,000.00
OVERLAND PARK KS 66085 2 02/15/01 00
0412365348 03 04/01/01 0
0412365348 O 03/01/31
0
4365592 E22/G01 F 595,000.00 ZZ
360 595,000.00 1
7.250 4,058.95 70
7.000 4,058.95 850,000.00
RENO NV 89511 5 02/14/01 00
0412370298 03 04/01/01 0
0412370298 O 03/01/31
0
4365596 E22/G01 F 479,500.00 ZZ
360 479,500.00 1
7.375 3,311.79 70
7.125 3,311.79 685,000.00
THOUSAND OAKS CA 91362 5 02/12/01 00
0412376923 05 04/01/01 0
0412376923 O 03/01/31
0
1
4365601 E22/G01 F 346,000.00 ZZ
360 346,000.00 1
7.750 2,478.79 70
7.500 2,478.79 500,000.00
FRANKLIN MI 48025 2 02/15/01 00
0412385890 05 04/01/01 0
0412385890 O 03/01/31
0
4365617 E22/G01 F 381,650.00 ZZ
360 381,650.00 1
6.875 2,507.17 80
6.625 2,507.17 477,100.00
ATLANTA GA 30350 1 02/21/01 00
0412414534 03 04/01/01 0
0412414534 O 03/01/31
0
4366011 E82/G01 F 285,000.00 ZZ
360 285,000.00 1
7.750 2,041.77 54
7.500 2,041.77 535,000.00
MISSION VIEJO CA 92692 2 02/17/01 00
0400379061 03 04/01/01 0
0400379061 O 03/01/31
0
4366013 E82/G01 F 572,900.00 ZZ
360 572,900.00 1
7.000 3,811.52 80
6.750 3,811.52 716,240.00
WASHINGTON DC 20016 1 02/23/01 00
0400333928 05 04/01/01 0
0400333928 O 03/01/31
0
4366422 956/G01 F 442,500.00 ZZ
360 442,500.00 1
7.500 3,094.02 67
7.250 3,094.02 670,000.00
SALT LAKE CITY UT 84107 5 02/08/01 00
0432620359 03 04/01/01 0
1000002684 O 03/01/31
0
4366717 956/G01 F 324,000.00 ZZ
360 324,000.00 1
1
7.875 2,349.22 80
7.625 2,349.22 405,000.00
TORRANCE CA 90502 2 02/06/01 00
0432628790 05 04/01/01 0
511010140 O 03/01/31
0
4366894 E84/G01 F 600,000.00 ZZ
360 600,000.00 1
7.500 4,195.29 75
7.250 4,195.29 810,000.00
BARRINGTON IL 60010 2 02/12/01 00
0432620235 03 04/01/01 0
11204938 O 03/01/31
0
4367109 956/G01 F 545,000.00 ZZ
360 544,615.34 1
7.750 3,904.45 65
7.500 3,904.45 845,000.00
SAN JOSE CA 95121 2 01/25/01 00
0432622595 05 03/01/01 0
10101361 O 02/01/31
0
4368026 069/G01 F 352,000.00 ZZ
360 351,745.23 1
7.625 2,491.44 80
7.375 2,491.44 440,000.00
CALABASAS CA 91302 1 01/23/01 00
0432628170 05 03/01/01 0
35188112958 O 02/01/31
0
4369558 E84/G01 F 391,200.00 ZZ
360 390,956.85 1
8.375 2,973.40 80
8.125 2,973.40 489,000.00
CHICAGO IL 60614 1 02/01/01 00
0432620243 01 03/01/01 0
100010854 O 02/01/31
0
4371659 E22/G01 F 316,000.00 ZZ
360 316,000.00 1
7.250 2,155.68 43
7.000 2,155.68 745,000.00
SUNNYVALE CA 94087 2 02/12/01 00
0412376949 05 04/01/01 0
1
0412376949 O 03/01/31
0
4371668 E22/G01 F 505,000.00 ZZ
360 505,000.00 1
7.375 3,487.91 51
7.125 3,487.91 1,000,000.00
SOLANA BEACH CA 92075 2 02/16/01 00
0412381972 05 04/01/01 0
0412381972 O 03/01/31
0
4371674 E22/G01 F 105,000.00 ZZ
360 105,000.00 1
7.875 761.32 66
7.625 761.32 160,000.00
XXXX TX 76023 5 02/16/01 00
0412386021 05 04/01/01 0
0412386021 O 03/01/31
0
4371675 E22/G01 F 420,000.00 ZZ
360 420,000.00 1
7.750 3,008.93 75
7.500 3,008.93 560,000.00
ALBANY CA 94706 2 02/15/01 00
0412387011 05 04/01/01 0
0412387011 O 03/01/31
0
4371760 E82/G01 F 255,000.00 ZZ
360 255,000.00 1
7.750 1,826.85 51
7.500 1,826.85 500,000.00
DEARBORN MI 48124 2 02/19/01 00
0400384566 05 04/01/01 0
0400384566 O 03/01/31
0
4372110 696/G01 F 420,000.00 ZZ
360 420,000.00 1
7.375 2,900.84 80
7.125 2,900.84 525,000.00
KENSINGTON MD 20895 2 02/15/01 00
0432615482 05 04/01/01 0
32201034 O 03/01/31
0
1
4372821 A06/G01 F 311,000.00 ZZ
360 311,000.00 1
7.750 2,228.05 78
7.500 2,228.05 400,000.00
COMMERCE TWP MI 48382 2 02/19/01 00
0432621191 05 04/01/01 0
1000020022661 O 03/01/31
0
4373265 E84/G01 F 400,000.00 ZZ
360 399,724.72 1
7.875 2,900.28 56
7.625 2,900.28 725,000.00
WILMETTE IL 60091 2 01/15/01 00
0432620250 05 03/01/01 0
11205227 O 02/01/31
0
4375912 696/G01 F 475,000.00 ZZ
360 475,000.00 1
7.375 3,280.71 72
7.125 3,280.71 668,500.00
CHEVY CHASE MD 20815 1 02/23/01 00
0432622488 05 04/01/01 0
32201016 O 03/01/31
0
4375915 696/G01 F 360,000.00 ZZ
360 360,000.00 1
7.500 2,517.17 80
7.250 2,517.17 450,000.00
WASHINGTON DC 20007 2 02/20/01 00
0432622405 05 04/01/01 0
25601024 O 03/01/31
0
4376121 E84/G01 F 375,000.00 ZZ
360 374,760.88 1
8.250 2,817.25 79
8.000 2,817.25 475,000.00
CHICAGO IL 60622 1 01/31/01 00
0432620151 05 03/01/01 0
100004815 O 02/01/31
0
4377113 696/G01 F 407,200.00 ZZ
360 407,200.00 1
7.500 2,847.20 80
7.250 2,847.20 509,000.00
1
XXXXXXXX MD 20816 2 02/22/01 00
0432615938 05 04/01/01 0
24401011 O 03/01/31
0
4378277 E22/G01 F 341,100.00 ZZ
360 341,100.00 1
7.500 2,385.02 75
7.250 2,385.02 455,000.00
SAN DIEGO CA 92109 5 02/14/01 00
0412339442 05 04/01/01 0
0412339442 O 03/01/31
0
4378287 E22/G01 F 464,000.00 ZZ
360 464,000.00 1
7.500 3,244.36 80
7.250 3,244.36 580,000.00
HIGHLAND PARK TX 75205 1 02/23/01 00
0412364986 05 04/01/01 0
0412364986 O 03/01/31
0
4378300 E22/G01 F 83,930.00 ZZ
360 83,930.00 1
8.250 630.54 70
8.000 630.54 119,900.00
AUBURNDALE FL 33823 1 02/23/01 00
0412377160 03 04/01/01 0
0412377160 O 03/01/31
0
4378308 E22/G01 F 352,500.00 ZZ
360 352,500.00 1
7.250 2,404.67 75
7.000 2,404.67 470,000.00
SAN RAMON CA 94583 5 02/13/01 00
0412383739 05 04/01/01 0
0412383739 O 03/01/31
0
4378317 E22/G01 F 313,000.00 ZZ
360 313,000.00 1
8.000 2,296.68 75
7.750 2,296.68 420,000.00
SNOHOMISH WA 98296 5 02/15/01 00
0412393332 05 04/01/01 0
0412393332 O 03/01/31
0
1
4378318 E22/G01 F 399,950.00 ZZ
360 399,950.00 1
7.875 2,899.92 77
7.625 2,899.92 525,500.00
SAN JOSE CA 95128 2 02/19/01 00
0412394207 05 04/01/01 0
0412394207 O 03/01/31
0
4378569 E82/G01 F 332,000.00 ZZ
360 332,000.00 1
7.875 2,407.23 78
7.625 2,407.23 430,000.00
YORBA LINDA CA 92887 2 02/20/01 00
0400389300 05 04/01/01 0
3606138 O 03/01/31
0
4378570 E82/G01 F 333,800.00 ZZ
360 333,800.00 1
7.750 2,391.38 66
7.500 2,391.38 510,000.00
LOS ANGELES CA 91403 2 02/20/01 00
0400384491 05 04/01/01 0
0400384491 O 03/01/31
0
4379810 757/G01 F 321,000.00 ZZ
360 321,000.00 1
7.500 2,244.48 76
7.250 2,244.48 427,000.00
CAMBRIDGE MA 02139 2 02/15/01 00
0432641801 05 04/01/01 0
1000135820 O 03/01/31
0
4380028 163/163 F 316,000.00 ZZ
360 315,635.07 1
8.750 2,485.97 80
8.500 2,485.97 395,000.00
SEAL BEACH CA 90740 2 12/12/00 00
1417744964 05 02/01/01 0
1417744964 O 01/01/31
0
4380119 992/G01 F 460,000.00 ZZ
360 460,000.00 1
1
7.375 3,177.11 80
7.125 3,177.11 576,500.00
ESSEX FELLS NJ 07021 1 02/12/01 00
0432646941 05 04/01/01 0
391378 O 03/01/31
0
4380359 069/G01 F 590,000.00 ZZ
360 590,000.00 1
6.750 3,826.73 79
6.500 3,826.73 750,000.00
RIVERSIDE CA 92506 2 02/22/01 00
0432648210 05 04/01/01 0
21488110770 O 03/01/31
0
4380386 163/163 F 573,000.00 ZZ
360 572,661.70 1
8.625 4,456.74 64
8.375 4,456.74 905,000.00
ROLLING HILLS E CA 90274 2 01/24/01 00
1417844905 05 03/01/01 0
1417844905 O 02/01/31
0
4381162 163/163 F 390,000.00 ZZ
360 389,738.32 1
8.000 2,861.68 75
7.750 2,861.68 520,000.00
CORAL GABLES FL 33143 1 01/16/01 00
7717760481 05 03/01/01 0
7717760481 O 02/01/31
0
4381323 163/163 F 538,100.00 ZZ
360 537,738.94 1
8.000 3,948.39 80
7.750 3,948.39 675,000.00
FULLERTON CA 92835 2 01/18/01 00
1417826696 03 03/01/01 0
1417826696 O 02/01/31
0
4384218 E22/G01 F 649,950.00 ZZ
360 649,950.00 1
7.500 4,544.54 50
7.250 4,544.54 1,320,000.00
DIABLO CA 94528 2 02/09/01 00
0412348419 05 04/01/01 0
1
0412348419 O 03/01/31
0
4384224 E22/G01 F 565,000.00 ZZ
360 565,000.00 1
7.625 3,999.03 32
7.375 3,999.03 1,800,000.00
ORINDA CA 94563 2 02/15/01 00
0412363707 05 04/01/01 0
0412363707 O 03/01/31
0
4384227 E22/G01 F 112,500.00 ZZ
360 112,500.00 1
7.750 805.96 85
7.500 805.96 132,500.00
GREENFIELD IN 46140 2 02/15/01 04
0412368748 05 04/01/01 12
0412368748 O 03/01/31
0
4384232 E22/G01 F 893,000.00 ZZ
360 893,000.00 1
7.500 6,243.99 64
7.250 6,243.99 1,400,000.00
ORINDA CA 94563 2 02/19/01 00
0412371262 05 04/01/01 0
0412371262 O 03/01/31
0
4384234 E22/G01 F 335,000.00 ZZ
360 335,000.00 1
7.500 2,342.37 80
7.250 2,342.37 422,000.00
SACRAMENTO CA 95831 2 02/14/01 00
0412372740 03 04/01/01 0
0412372740 O 03/01/31
0
4384240 E22/G01 F 500,000.00 ZZ
360 500,000.00 1
7.500 3,496.07 80
7.250 3,496.07 625,000.00
LOS ANGELES CA 90049 1 02/12/01 00
0412380446 05 04/01/01 0
0412380446 O 03/01/31
0
1
4384244 E22/G01 F 298,000.00 ZZ
360 298,000.00 1
7.500 2,083.66 38
7.250 2,083.66 800,000.00
SAN JOSE CA 95118 2 02/09/01 00
0412382996 05 04/01/01 0
0412382996 O 03/01/31
0
4384248 E22/G01 F 84,650.00 ZZ
360 84,650.00 1
8.000 621.13 61
7.750 621.13 140,000.00
TWIN LAKE MI 49457 5 02/20/01 00
0412388811 05 04/01/01 0
0412388811 O 03/01/31
0
4384264 E22/G01 F 322,500.00 ZZ
360 322,500.00 1
7.375 2,227.43 75
7.125 2,227.43 430,000.00
GRANITE BAY CA 95746 5 02/16/01 00
0412400640 05 04/01/01 0
0412400640 O 03/01/31
0
4384266 E22/G01 F 327,300.00 ZZ
360 327,300.00 1
7.500 2,288.53 61
7.250 2,288.53 540,000.00
PLEASANTON CA 94588 2 02/19/01 00
0412401481 05 04/01/01 0
0412401481 O 03/01/31
0
4384270 E22/G01 F 121,000.00 ZZ
360 121,000.00 1
8.250 909.03 74
8.000 909.03 165,000.00
WEST BLOOMFIELD MI 48323 2 02/16/01 00
0412406118 05 04/01/01 0
0412406118 O 03/01/31
0
4385493 163/163 F 500,000.00 ZZ
360 499,655.90 1
7.875 3,625.35 80
7.625 3,625.35 629,900.00
1
RALEIGH NC 27615 1 01/31/01 00
70052 03 03/01/01 0
70052 O 02/01/31
0
4385624 964/G01 F 650,000.00 ZZ
360 650,000.00 1
7.500 4,544.89 63
7.250 4,544.89 1,040,000.00
SAN ANSELMO CA 94960 2 02/06/01 00
0432629111 05 04/01/01 0
103125 O 03/01/31
0
4385811 163/163 F 296,000.00 T
360 295,791.09 1
7.750 2,120.58 80
7.500 2,120.58 370,000.00
BIG SKY MT 59716 1 01/23/01 00
80312729 09 03/01/01 0
80312729 O 02/01/31
0
4386079 964/G01 F 328,000.00 ZZ
360 328,000.00 1
7.125 2,209.80 80
6.875 2,209.80 410,000.00
MISSION VIEJO CA 92692 1 02/13/01 00
0432628279 05 04/01/01 0
101139 O 03/01/31
0
4387014 225/G01 F 360,000.00 ZZ
360 359,502.87 1
7.875 2,610.25 80
7.625 2,610.25 450,000.00
RALEIGH NC 27607 2 12/28/00 00
0432624211 05 02/01/01 0
8785422 O 01/01/31
0
4387350 893/G01 F 340,000.00 ZZ
360 340,000.00 1
7.500 2,377.33 80
7.250 2,377.33 425,000.00
SOQUEL CA 95073 1 02/16/01 00
0432632834 05 04/01/01 0
M10201041 O 03/01/31
0
1
4387953 163/163 F 450,000.00 ZZ
360 449,674.30 1
7.625 3,185.08 75
7.375 3,185.08 600,000.00
FAIRFIELD CT 06430 5 01/31/01 00
1000261220 05 03/01/01 0
1000261220 O 02/01/31
0
4388178 163/163 F 400,000.00 T
360 400,000.00 1
7.750 2,865.65 70
7.500 2,865.65 579,400.00
MICHIGAN CITY IN 46360 2 02/02/01 00
9680 05 04/01/01 0
9680 O 03/01/31
0
4388408 163/163 F 539,000.00 ZZ
360 538,619.57 1
7.750 3,861.47 68
7.500 3,861.47 800,000.00
LYME CT 06371 2 01/25/01 00
1000242572 05 03/01/01 0
1000242572 O 02/01/31
0
4390921 E22/G01 F 65,000.00 ZZ
360 65,000.00 1
7.875 471.30 54
7.625 471.30 122,000.00
SACRAMENTO CA 95828 5 02/19/01 00
0412373110 05 04/01/01 0
0412373110 O 03/01/31
0
4390923 E22/G01 F 332,000.00 ZZ
360 332,000.00 1
7.500 2,321.39 80
7.250 2,321.39 415,000.00
PACIFICA CA 94044 1 02/13/01 00
0412375289 05 04/01/01 0
0412375289 O 03/01/31
0
4390925 E22/G01 F 537,000.00 ZZ
360 537,000.00 1
1
7.375 3,708.93 42
7.125 3,708.93 1,300,000.00
SARATOGA CA 95070 2 02/20/01 00
0412376741 05 04/01/01 0
0412376741 O 03/01/31
0
4390929 E22/G01 F 422,000.00 ZZ
360 422,000.00 1
7.875 3,059.79 72
7.625 3,059.79 590,000.00
WEST BLOOMFIELD MI 48322 2 02/14/01 00
0412380222 05 04/01/01 0
0412380222 O 03/01/31
0
4390937 E22/G01 F 343,200.00 ZZ
360 343,200.00 1
7.625 2,429.15 80
7.375 2,429.15 429,000.00
XXXXXXX TN 38018 1 02/27/01 00
0412389850 05 04/01/01 0
0412389850 O 03/01/31
0
4390941 E22/G01 F 359,200.00 ZZ
360 359,200.00 1
7.750 2,573.35 80
7.500 2,573.35 449,000.00
SAN CLEMENTE CA 92672 1 02/24/01 00
0412391559 03 04/01/01 0
0412391559 O 03/01/31
0
4390948 E22/G01 F 415,000.00 ZZ
360 415,000.00 1
7.750 2,973.11 78
7.500 2,973.11 535,000.00
LAFAYETTE CO 80026 2 02/20/01 00
0412395923 03 04/01/01 0
0412395923 O 03/01/31
0
4390956 E22/G01 F 127,000.00 ZZ
240 127,000.00 1
7.750 1,042.60 75
7.500 1,042.60 170,000.00
BARTLET IL 60103 2 02/22/01 00
0412406183 05 04/01/01 0
1
0412406183 O 03/01/21
0
4390958 E22/G01 F 262,500.00 ZZ
360 262,500.00 1
7.625 1,857.96 75
7.375 1,857.96 350,000.00
DALLAS TX 75229 5 02/22/01 00
0412407009 05 04/01/01 0
0412407009 O 03/01/31
0
4391451 225/G01 F 312,000.00 ZZ
360 311,756.61 1
7.250 2,128.39 80
7.000 2,128.39 390,000.00
WIMBERLEY TX 78876 1 01/16/01 00
0432625036 03 03/01/01 0
7228710 O 02/01/31
0
4391516 225/G01 F 328,000.00 T
360 326,411.18 1
8.625 2,551.16 80
8.375 2,551.16 410,051.00
XXXXXXX BEACH DE 19930 1 06/26/00 00
0432624591 02 08/01/00 0
7188920 O 07/01/30
0
4391838 225/G01 F 536,250.00 T
360 535,899.22 1
8.125 3,981.64 75
7.875 3,981.64 715,000.00
LONGPORT NJ 08403 2 01/12/01 00
0432624849 05 03/01/01 0
6518957 O 02/01/31
0
4393547 225/G01 F 307,500.00 ZZ
360 307,096.34 1
8.125 2,283.18 75
7.875 2,283.18 410,000.00
WESTPORT CT 06880 5 12/18/00 00
0432624419 05 02/01/01 0
6517169 O 01/01/31
0
1
4396718 E22/G01 F 285,000.00 ZZ
360 285,000.00 1
7.375 1,968.42 95
7.125 1,968.42 300,000.00
LAWTON OK 73501 2 02/23/01 04
0412142143 05 04/01/01 30
0412142143 O 03/01/31
0
4396723 E22/G01 F 47,950.00 ZZ
360 47,950.00 1
8.625 372.95 95
8.375 372.95 50,500.00
SUMMERVILLE SC 29483 1 02/28/01 04
0412310930 05 04/01/01 30
0412310930 O 03/01/31
0
4396738 E22/G01 F 449,000.00 ZZ
360 449,000.00 1
7.625 3,177.99 79
7.375 3,177.99 570,000.00
MADISON MS 39110 2 02/23/01 00
0412357238 05 04/01/01 0
0412357238 O 03/01/31
0
4396746 E22/G01 F 318,500.00 ZZ
360 318,500.00 1
7.625 2,254.32 78
7.375 2,254.32 410,000.00
XXXXX PA 19087 1 02/28/01 00
0412367922 05 04/01/01 0
0412367922 O 03/01/31
0
4396762 E22/G01 F 371,400.00 ZZ
360 371,400.00 1
7.375 2,565.17 75
7.125 2,565.17 500,000.00
DANVILLE CA 94526 2 02/22/01 00
0412378838 05 04/01/01 0
0412378838 O 03/01/31
0
4396769 E22/G01 F 430,000.00 ZZ
360 430,000.00 1
7.625 3,043.51 72
7.375 3,043.51 600,000.00
1
DANVILLE CA 94506 2 02/15/01 00
0412382251 03 04/01/01 0
0412382251 O 03/01/31
0
4396780 E22/G01 F 232,000.00 ZZ
360 232,000.00 1
7.375 1,602.37 80
7.125 1,602.37 290,000.00
PARKER CO 80134 2 02/22/01 00
0412388654 03 04/01/01 0
0412388654 O 03/01/31
0
4396795 E22/G01 F 649,950.00 ZZ
360 649,950.00 1
7.750 4,656.32 68
7.500 4,656.32 960,000.00
HIGHLAND PARK TX 75205 5 02/23/01 00
0412394983 05 04/01/01 0
0412394983 O 03/01/31
0
4396811 E22/G01 F 569,000.00 ZZ
360 569,000.00 1
7.250 3,881.58 60
7.000 3,881.58 950,000.00
SAN DIEGO CA 92130 2 02/20/01 00
0412406282 05 04/01/01 0
0412406282 O 03/01/31
0
4396817 E22/G01 F 315,000.00 ZZ
360 315,000.00 1
7.250 2,148.86 70
7.000 2,148.86 450,000.00
FT LAUDERDALE FL 33308 5 02/23/01 00
0412409930 05 04/01/01 0
0412409930 O 03/01/31
0
4396832 E22/G01 F 480,000.00 ZZ
360 480,000.00 1
7.375 3,315.24 64
7.125 3,315.24 750,000.00
SAN JOSE CA 95125 2 02/23/01 00
0412414351 05 04/01/01 0
0412414351 O 03/01/31
0
1
4396843 E22/G01 F 360,000.00 ZZ
360 360,000.00 1
7.625 2,548.06 73
7.375 2,548.06 495,000.00
MORGAN HILL CA 95037 5 02/22/01 00
0412420564 05 04/01/01 0
0412420564 O 03/01/31
0
4396864 E22/G01 F 400,000.00 ZZ
360 400,000.00 1
7.375 2,762.70 64
7.125 2,762.70 630,000.00
LOS ANGELES CA 90067 1 02/27/01 00
0412429763 06 04/01/01 0
0412429763 O 03/01/31
0
4397005 E22/G01 F 640,000.00 ZZ
360 640,000.00 1
7.500 4,474.97 80
7.250 4,474.97 800,000.00
BURLINGAME CA 94010 1 02/20/01 00
0412403081 05 04/01/01 0
0412403081 O 03/01/31
0
4397110 E82/G01 F 288,000.00 ZZ
360 288,000.00 1
7.375 1,989.14 70
7.125 1,989.14 415,000.00
SAUSALITO CA 94965 5 02/22/01 00
0400379533 01 04/01/01 0
0400379533 O 03/01/31
0
4397201 225/G01 F 557,000.00 ZZ
360 556,586.63 1
7.500 3,894.62 71
7.250 3,894.62 785,000.00
KINNELON NJ 07405 1 01/31/01 00
0432630259 05 03/01/01 0
6513390 O 02/01/31
0
4397260 225/G01 F 650,000.00 ZZ
360 649,541.24 1
1
7.750 4,656.68 74
7.500 4,656.68 889,000.00
MILLBRAE CA 94030 1 01/26/01 00
0432632248 05 03/01/01 0
6521681 O 02/01/31
0
4397275 225/G01 F 279,900.00 ZZ
240 279,424.80 1
8.000 2,341.20 80
7.750 2,341.20 350,000.00
HENDERSONVILLE NC 28791 1 01/17/01 00
0432631653 05 03/01/01 0
8758595 O 02/01/21
0
4397311 225/G01 F 403,000.00 ZZ
360 402,693.34 1
7.375 2,783.43 68
7.125 2,783.43 600,000.00
SAN DIEGO CA 92130 5 01/22/01 00
0432632255 03 03/01/01 0
7224895 O 02/01/31
0
4397523 225/G01 F 287,000.00 ZZ
360 286,826.13 1
8.500 2,206.79 74
8.250 2,206.79 393,000.00
NORTHBROOK IL 60062 2 01/19/01 00
0432632271 09 03/01/01 0
7232356 O 02/01/31
0
4397573 225/G01 F 360,000.00 ZZ
360 359,739.44 1
7.625 2,548.06 79
7.375 2,548.06 460,000.00
DENVER CO 80218 1 01/17/01 00
0432631646 05 03/01/01 0
7230531 O 02/01/31
0
4398290 225/G01 F 324,800.00 ZZ
360 324,552.86 1
7.375 2,243.31 80
7.125 2,243.31 406,000.00
PHILADELPHIA PA 19103 1 01/31/01 00
0432632305 05 03/01/01 0
1
6518688 O 02/01/31
0
4399026 225/G01 F 313,000.00 ZZ
360 312,129.85 1
7.875 2,269.47 80
7.625 2,269.47 391,388.00
LITHIA FL 33547 4 10/06/00 00
0432631372 03 12/01/00 0
8786805 O 11/01/30
0
4400039 225/G01 F 311,500.00 ZZ
360 311,285.63 1
7.875 2,258.59 65
7.625 2,258.59 485,000.00
LEAWOOD KS 66209 5 01/11/01 00
0432631588 03 03/01/01 0
8458290 O 02/01/31
0
4400475 225/G01 F 450,000.00 T
360 450,000.00 1
7.250 3,069.79 70
7.000 3,069.79 650,000.00
MANOLOKING NJ 08738 2 02/02/01 00
0432631240 05 04/01/01 0
6205146 O 03/01/31
0
4402367 E22/G01 F 513,000.00 ZZ
360 513,000.00 1
7.750 3,675.19 70
7.500 3,675.19 740,000.00
SAN MATEO CA 94403 2 02/22/01 00
0412386419 09 04/01/01 0
0412386419 O 03/01/31
0
4402372 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
8.250 2,253.80 80
8.000 2,253.80 375,000.00
LOS ANGELES CA 90066 5 02/23/01 00
0412391120 05 04/01/01 0
0412391120 O 03/01/31
0
1
4406521 225/G01 F 286,200.00 T
360 285,982.22 1
7.375 1,976.72 90
7.125 1,976.72 318,000.00
XXXXX BEACH DE 19971 1 01/20/01 10
0432630374 05 03/01/01 25
7232931 O 02/01/31
0
4407006 225/G01 F 399,750.00 ZZ
360 399,495.09 1
8.250 3,003.19 74
8.000 3,003.19 543,000.00
SAN JOSE CA 95120 2 01/17/01 00
0432632321 09 03/01/01 0
7233351 O 02/01/31
0
4407109 225/G01 F 332,000.00 ZZ
360 331,552.98 1
8.000 2,436.10 77
7.750 2,436.10 431,975.00
CHARLESTON SC 29412 2 12/05/00 00
0432631539 03 02/01/01 0
8772505 O 01/01/31
0
4407123 225/G01 F 650,000.00 ZZ
360 649,541.24 1
7.750 4,656.68 78
7.500 4,656.68 835,000.00
ASHTON MD 20861 1 01/29/01 00
0432632339 05 03/01/01 0
6516022 O 02/01/31
0
4407224 225/G01 F 374,000.00 ZZ
360 373,767.53 1
8.375 2,842.68 86
8.125 2,842.68 435,000.00
SANTA XXX AREA CA 92614 2 01/16/01 11
0432632347 05 03/01/01 12
7230949 O 02/01/31
0
4407263 225/G01 F 750,000.00 ZZ
360 749,483.86 1
7.875 5,438.02 76
7.625 5,438.02 995,000.00
1
XXXXXXXX NY 10524 1 01/31/01 00
0432632354 05 03/01/01 0
6509141 O 02/01/31
0
4407595 225/G01 F 540,000.00 ZZ
360 539,618.87 1
7.750 3,868.63 80
7.500 3,868.63 680,000.00
BARNESVILLE MD 20838 2 01/26/01 00
0432631463 05 03/01/01 0
6522865 O 02/01/31
0
4407799 964/G01 F 336,000.00 ZZ
360 336,000.00 1
7.375 2,320.67 80
7.125 2,320.67 420,000.00
CONIFER CO 80433 2 02/15/01 00
0432639169 05 04/01/01 0
104645 O 03/01/31
0
4409490 E22/G01 F 435,000.00 ZZ
360 435,000.00 1
7.250 2,967.47 63
7.000 2,967.47 700,000.00
SACRAMENTO CA 95864 2 02/22/01 00
0412372765 03 04/01/01 0
0412372765 O 03/01/31
0
4409491 E22/G01 F 101,100.00 ZZ
360 101,100.00 1
7.875 733.05 92
7.625 733.05 110,000.00
IRVING TX 75061 2 02/23/01 04
0412373847 05 04/01/01 30
0412373847 O 03/01/31
0
4409495 E22/G01 F 196,800.00 ZZ
360 196,800.00 1
7.500 1,376.05 80
7.250 1,376.05 246,000.00
CORONA CA 92882 1 02/24/01 00
0412384562 05 04/01/01 0
0412384562 O 03/01/31
0
1
4409511 E22/G01 F 172,800.00 ZZ
360 172,800.00 1
7.750 1,237.96 90
7.500 1,237.96 192,000.00
MIAMI FL 33134 1 03/02/01 10
0412407298 05 04/01/01 25
0412407298 O 03/01/31
0
4409894 225/G01 F 500,000.00 ZZ
360 499,590.15 1
7.000 3,326.52 58
6.750 3,326.52 870,000.00
SAN MATEO CA 94403 5 12/29/00 00
0432629657 05 03/01/01 0
7228763 O 02/01/31
0
4410456 225/G01 F 301,000.00 ZZ
360 300,652.38 1
8.750 2,367.97 78
8.500 2,367.97 390,000.00
KATONAH NY 10536 2 12/15/00 00
0432631505 05 02/01/01 0
8652650 O 01/01/31
0
4410966 225/G01 F 345,000.00 ZZ
346 344,497.42 1
8.125 2,586.38 84
7.875 2,586.38 415,000.00
ODESSA FL 33556 4 12/21/00 14
0432639136 05 02/01/01 12
7147719 O 11/01/29
0
4411117 225/G01 F 356,400.00 ZZ
360 355,915.21 1
8.000 2,615.14 87
7.750 2,615.14 410,000.00
XXXXXXX CO 81632 1 01/04/01 11
0432633915 09 02/01/01 25
7231479 O 01/01/31
0
4411187 225/G01 F 600,000.00 ZZ
360 598,296.90 1
1
7.500 4,195.29 80
7.250 4,195.29 750,000.00
ANAHEIM CA 92807 2 12/22/00 00
0432631331 05 02/01/01 0
7227669 O 01/01/31
0
4411279 225/G01 F 650,000.00 ZZ
240 648,752.23 1
7.000 5,039.44 75
6.750 5,039.44 870,000.00
CLIFFSIDE PARK NJ 07010 1 01/31/01 00
0432630333 05 03/01/01 0
6521429 O 02/01/21
0
4411406 225/G01 F 341,200.00 ZZ
360 340,940.37 1
7.375 2,356.59 80
7.125 2,356.59 430,000.00
COSTA MESA CA 92627 1 01/05/01 00
0432631364 05 03/01/01 0
7225019 O 02/01/31
0
4411898 225/G01 F 440,000.00 T
360 439,712.18 1
8.125 3,266.99 80
7.875 3,266.99 550,000.00
INDIAN ROCKS BE FL 33785 1 01/19/01 00
0432629582 01 03/01/01 0
6520498 O 02/01/31
0
4412216 225/G01 F 385,000.00 ZZ
360 384,728.27 1
7.750 2,758.19 80
7.500 2,758.19 485,000.00
SPOKANE WA 99223 2 01/03/01 00
0432631638 05 03/01/01 0
7228996 O 02/01/31
0
4413105 225/G01 F 350,000.00 ZZ
360 349,759.14 1
7.875 2,537.74 70
7.625 2,537.74 500,000.00
BROOKLYN NY 11210 1 01/31/01 00
0432631380 05 03/01/01 0
1
6523113 O 02/01/31
0
4413199 Q51/G01 F 475,000.00 ZZ
360 475,000.00 1
8.125 3,526.86 49
7.875 3,526.86 980,000.00
SAN MARINO CA 91108 2 02/16/01 00
0432636496 05 04/01/01 0
W1020803 O 03/01/31
0
4414400 225/G01 F 480,000.00 ZZ
360 479,267.26 1
7.375 3,315.25 80
7.125 3,315.25 600,000.00
TUCSON AZ 85749 1 12/29/00 00
0432627933 05 02/01/01 0
7227230 O 01/01/31
0
4414819 M32/M32 F 610,000.00 ZZ
360 609,558.49 1
7.625 4,317.55 88
7.375 4,317.55 700,000.00
XXXXXXX OAKS CA 91423 1 01/25/01 00
685022178 05 03/01/01 0
685022178 O 02/01/31
0
4414823 M32/M32 F 241,400.00 ZZ
360 241,206.95 1
7.125 1,626.36 98
6.875 1,626.36 246,420.00
TINLEY PARK IL 60477 1 01/26/01 00
685007508 05 03/01/01 0
685007508 O 02/01/31
0
4414834 225/G01 F 303,000.00 ZZ
360 302,796.69 1
8.000 2,223.31 62
7.750 2,223.31 492,500.00
WILLIAMSBURG VA 23188 4 01/05/01 00
0432627875 03 03/01/01 0
8788052 O 02/01/31
0
1
4414893 696/G01 F 320,000.00 ZZ
360 320,000.00 1
7.500 2,237.49 80
7.250 2,237.49 400,000.00
FAIRFAX VA 22030 1 02/27/01 00
0432629061 03 04/01/01 0
23301049 O 03/01/31
0
4416404 E22/G01 F 297,500.00 ZZ
360 297,500.00 1
7.375 2,054.76 70
7.125 2,054.76 425,000.00
CULVER CITY CA 90232 2 02/22/01 00
0412373334 05 04/01/01 0
0412373334 O 03/01/31
0
4416409 E22/G01 F 374,000.00 ZZ
360 374,000.00 1
7.625 2,647.15 75
7.375 2,647.15 500,000.00
LIVERMORE CA 94550 2 02/26/01 00
0412380834 05 04/01/01 0
0412380834 O 03/01/31
0
4416417 E22/G01 F 330,000.00 ZZ
360 330,000.00 1
7.375 2,279.23 69
7.125 2,279.23 485,000.00
SAN LEANDRO CA 94579 2 02/22/01 00
0412394876 05 04/01/01 0
0412394876 O 03/01/31
0
4416418 E22/G01 F 384,000.00 ZZ
360 384,000.00 1
7.250 2,619.56 54
7.000 2,619.56 715,000.00
ORINDA CA 94563 2 02/23/01 00
0412395691 05 04/01/01 0
0412395691 O 03/01/31
0
4416423 E22/G01 F 380,000.00 ZZ
360 380,000.00 1
7.000 2,528.15 38
6.750 2,528.15 1,000,000.00
1
SAN JOSE CA 95125 5 02/21/01 00
0412403008 05 04/01/01 0
0412403008 O 03/01/31
0
4416432 E22/G01 F 487,200.00 ZZ
360 487,200.00 1
7.750 3,490.36 80
7.500 3,490.36 609,000.00
RANCHO MIRAGE CA 92270 1 02/20/01 00
0412410896 03 04/01/01 0
0412410896 O 03/01/31
0
4416445 E22/G01 F 192,000.00 ZZ
360 192,000.00 1
8.250 1,442.43 80
8.000 1,442.43 240,000.00
GRAPEVINE TX 76051 1 03/05/01 00
0412425019 03 04/01/01 0
0412425019 O 03/01/31
0
4416767 225/G01 F 318,000.00 ZZ
360 317,745.71 1
7.125 2,142.42 80
6.875 2,142.42 397,568.00
WINTER GARDEN FL 34787 4 01/12/01 00
0432631398 03 03/01/01 0
8787004 O 02/01/31
0
4416800 253/253 F 332,900.00 ZZ
360 332,900.00 1
7.250 2,270.97 80
7.000 2,270.97 416,146.00
ZIONSVILLE IN 46077 1 02/22/01 00
957535 03 04/01/01 0
957535 O 03/01/31
0
4417127 225/G01 F 293,800.00 ZZ
360 293,800.00 1
7.500 2,054.29 70
7.250 2,054.29 420,000.00
CLIFTON VA 20124 5 02/01/01 00
0432631349 03 04/01/01 0
6522853 O 03/01/31
0
1
4417600 225/G01 F 600,000.00 ZZ
360 599,171.45 1
7.875 4,350.42 40
7.625 4,350.42 1,528,000.00
SARATOGA CA 95070 5 12/18/00 00
0432632503 05 02/01/01 0
7225077 O 01/01/31
0
4417663 225/G01 F 346,500.00 ZZ
360 346,021.51 1
7.875 2,512.37 90
7.625 2,512.37 385,000.00
BETHEL CT 06801 4 12/08/00 14
0432630127 05 02/01/01 25
8777778 O 01/01/31
0
4418100 225/G01 F 472,000.00 ZZ
360 471,593.61 1
6.750 3,061.39 80
6.500 3,061.39 590,000.00
BERWYN PA 19312 1 01/17/01 00
0432631414 05 03/01/01 0
7233021 O 02/01/31
0
4418442 225/G01 F 316,000.00 ZZ
360 315,787.97 1
8.000 2,318.70 80
7.750 2,318.70 395,000.00
CHAPPAQUA NY 10514 1 01/23/01 00
0432631521 01 03/01/01 0
6517844 O 02/01/31
0
4418487 225/G01 F 572,000.00 ZZ
353 571,284.28 1
8.625 4,467.83 80
8.375 4,467.83 715,000.00
SANTA FE NM 87501 4 12/21/00 00
0432639144 05 01/01/01 0
7187106 O 05/01/30
0
4418568 225/G01 F 393,750.00 ZZ
360 393,485.80 1
1
8.000 2,889.20 75
7.750 2,889.20 525,000.00
COLTS NECK NJ 07723 5 01/16/01 00
0432631455 05 03/01/01 0
6521623 O 02/01/31
0
4418758 225/G01 F 450,050.00 ZZ
360 449,681.10 1
7.000 2,994.19 80
6.750 2,994.19 568,000.00
GREENVILLE SC 29607 1 01/31/01 00
0432631513 05 03/01/01 0
6524829 O 02/01/31
0
4420180 225/G01 F 539,000.00 ZZ
360 538,629.06 1
7.875 3,908.13 79
7.625 3,908.13 689,000.00
FREMONT CA 94536 1 01/17/01 00
0432632537 05 03/01/01 0
7232542 O 02/01/31
0
4420394 225/G01 F 595,000.00 ZZ
360 594,600.77 1
8.000 4,365.90 70
7.750 4,365.90 850,000.00
PHOENIX AZ 85016 5 01/17/01 00
0432631471 03 03/01/01 0
7232746 O 02/01/31
0
4420870 696/G01 F 384,000.00 ZZ
360 384,000.00 1
7.500 2,684.98 80
7.250 2,684.98 480,000.00
ARLINGTON VA 22207 1 03/05/01 00
0432630085 05 04/01/01 0
25301028 O 03/01/31
0
4420871 696/G01 F 527,200.00 ZZ
360 527,200.00 1
7.875 3,822.57 80
7.625 3,822.57 659,000.00
VIENNA VA 22182 1 02/28/01 00
0432640431 05 04/01/01 0
1
25101001 O 03/01/31
0
4420873 696/G01 F 520,450.00 ZZ
360 520,450.00 1
7.500 3,639.06 80
7.250 3,639.06 653,210.00
ARLINGTON VA 22205 1 03/01/01 00
0432640423 05 04/01/01 0
32601039 O 03/01/31
0
4420874 696/G01 F 415,350.00 ZZ
360 415,350.00 1
7.375 2,868.72 80
7.125 2,868.72 519,217.00
FAIRFAX VA 22031 1 02/28/01 00
0432635696 03 04/01/01 0
21400138 O 03/01/31
0
4420876 696/G01 F 433,000.00 ZZ
360 433,000.00 1
7.625 3,064.75 80
7.375 3,064.75 545,000.00
WASHINGTON DC 20016 2 02/27/01 00
0432630135 05 04/01/01 0
22301018 O 03/01/31
0
4423483 E22/G01 F 399,999.00 ZZ
360 399,999.00 1
7.375 2,762.69 88
7.125 2,762.69 458,000.00
PARK CITY UT 84098 2 02/26/01 10
0412408825 05 04/01/01 25
0412408825 O 03/01/31
0
4430104 E22/G01 F 131,750.00 ZZ
360 131,750.00 1
7.625 932.52 72
7.375 932.52 185,000.00
MISSION TX 78572 2 03/01/01 00
0412402513 03 04/01/01 0
0412402513 O 03/01/31
0
1
4434053 696/G01 F 318,400.00 ZZ
360 318,400.00 1
7.500 2,226.30 80
7.250 2,226.30 398,000.00
OAKTON VA 22124 2 02/27/01 00
0432636447 03 04/01/01 0
32601042 O 03/01/31
0
4441925 286/286 F 472,000.00 ZZ
360 472,000.00 1
7.625 3,340.79 80
7.375 3,340.79 590,000.00
CHEVY CHASE MD 20815 1 02/09/01 00
253164 05 04/01/01 0
253164 O 03/01/31
0
4441927 286/286 F 496,850.00 ZZ
360 496,850.00 1
7.250 3,389.39 75
7.000 3,389.39 662,500.00
ATLANTA GA 30309 1 02/09/01 00
229046 05 04/01/01 0
229046 O 03/01/31
0
4441928 286/286 F 226,000.00 ZZ
360 225,710.77 1
8.250 1,697.87 76
8.000 1,697.87 300,000.00
CANTON MA 02021 2 12/11/00 00
209339 05 02/01/01 0
209339 O 01/01/31
0
4441929 286/286 F 368,000.00 ZZ
360 368,000.00 1
7.500 2,573.11 80
7.250 2,573.11 460,000.00
ARVADA CO 80005 1 02/13/01 00
228749 03 04/01/01 0
228749 O 03/01/31
0
4443382 E22/G01 F 444,000.00 ZZ
360 444,000.00 1
7.375 3,066.60 80
7.125 3,066.60 555,000.00
1
IRVINE CA 92612 2 02/20/01 00
0412351850 09 04/01/01 0
0412351850 O 03/01/31
0
4444353 588/G01 F 410,000.00 ZZ
360 410,000.00 1
7.625 2,901.95 80
7.375 2,901.95 512,500.00
XXXX RIDGE NJ 07028 1 02/26/01 00
0432641041 05 04/01/01 0
XXXXXX O 03/01/31
0
4450742 696/G01 F 396,000.00 ZZ
360 396,000.00 1
7.500 2,768.89 80
7.250 2,768.89 495,000.00
FAIRFAX STATION VA 22039 1 02/28/01 00
0432641595 03 04/01/01 0
21701026 O 03/01/31
0
4450745 696/G01 F 340,600.00 ZZ
360 340,600.00 1
7.750 2,440.10 80
7.500 2,440.10 425,810.00
HERNDON VA 20170 1 02/28/01 00
0432642064 03 04/01/01 0
21400145 O 03/01/31
0
4450746 696/G01 F 577,450.00 ZZ
360 577,450.00 1
7.625 4,087.15 80
7.375 4,087.15 721,868.00
LEESBURG VA 20175 1 02/28/01 00
0432641678 05 04/01/01 0
21400026 O 03/01/31
0
4450747 696/G01 F 714,000.00 ZZ
360 714,000.00 1
7.625 5,053.65 57
7.375 5,053.65 1,265,000.00
WASHINGTON DC 20016 5 03/01/01 00
0432641744 05 04/01/01 0
32601046 O 03/01/31
0
1
TOTAL NUMBER OF LOANS : 830
TOTAL ORIGINAL BALANCE : 312,855,113.53
TOTAL PRINCIPAL BALANCE : 312,331,866.43
TOTAL ORIGINAL P+I : 2,242,377.39
TOTAL CURRENT P+I : 2,242,377.38
***************************
* END OF REPORT *
***************************
-1-
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
4041587 "$395,324.54 " 0.06345 0.093571429 "$36,991.08 "
4031696 "$348,224.55 " 0.06345 0.093571429 "$32,583.87 "
4380359 "$590,000.00 " 0.0647 0.075714286 "$44,671.43 "
4418100 "$471,593.61 " 0.0647 0.075714286 "$35,706.37 "
4365617 "$381,650.00 " 0.06595 0.057857143 "$22,081.18 "
4337774 "$386,450.00 " 0.06595 0.057857143 "$22,358.89 "
4301775 "$450,000.00 " 0.06595 0.057857143 "$26,035.71 "
4222690 "$699,411.91 " 0.06595 0.057857143 "$40,465.97 "
4418758 "$449,681.10 " 0.0672 0.04 "$17,987.24 "
4411279 "$648,752.23 " 0.0672 0.04 "$25,950.09 "
3828544 "$137,629.89 " 0.0672 0.04 "$5,505.20 "
4251189 "$338,000.00 " 0.0672 0.04 "$13,520.00 "
4409894 "$499,590.15 " 0.0672 0.04 "$19,983.61 "
4416423 "$380,000.00 " 0.0672 0.04 "$15,200.00 "
4366013 "$572,900.00 " 0.0672 0.04 "$22,916.00 "
4190052 "$335,731.31 " 0.06845 0.022142857 "$7,434.05 "
4355287 "$370,400.00 " 0.06845 0.022142857 "$8,201.71 "
4337775 "$439,500.00 " 0.06845 0.022142857 "$9,731.79 "
4386079 "$328,000.00 " 0.06845 0.022142857 "$7,262.86 "
4243020 "$330,000.00 " 0.06845 0.022142857 "$7,307.14 "
4224870 "$598,552.01 " 0.06845 0.022142857 "$13,253.65 "
4266902 "$308,000.00 " 0.06845 0.022142857 "$6,820.00 "
4236807 "$352,607.79 " 0.06845 0.022142857 "$7,807.74 "
4229276 "$315,247.70 " 0.06845 0.022142857 "$6,980.48 "
4331477 "$735,000.00 " 0.06845 0.022142857 "$16,275.00 "
4316686 "$379,082.91 " 0.06845 0.022142857 "$8,393.98 "
4310370 "$351,000.00 " 0.06845 0.022142857 "$7,772.14 "
4322264 "$319,744.10 " 0.06845 0.022142857 "$7,080.05 "
4325425 "$649,999.00 " 0.06845 0.022142857 "$14,392.84 "
4414823 "$241,206.95 " 0.06845 0.022142857 "$5,341.01 "
4272017 "$497,351.95 " 0.06845 0.022142857 "$11,012.79 "
4268546 "$310,000.00 " 0.06845 0.022142857 "$6,864.29 "
4145865 "$484,800.00 " 0.06845 0.022142857 "$10,734.86 "
4416767 "$317,745.71 " 0.06845 0.022142857 "$7,035.80 "
4323233 "$353,550.44 " 0.0697 0.004285714 "$1,515.22 "
4089649 "$299,293.66 " 0.0697 0.004285714 "$1,282.69 "
4090825 "$594,596.71 " 0.0697 0.004285714 "$2,548.27 "
4217808 "$368,000.00 " 0.0697 0.004285714 "$1,577.14 "
4337752 "$630,000.00 " 0.0697 0.004285714 "$2,700.00 "
4346455 "$649,000.00 " 0.0697 0.004285714 "$2,781.43 "
4353306 "$360,000.00 " 0.0697 0.004285714 "$1,542.86 "
4340906 "$330,000.00 " 0.0697 0.004285714 "$1,414.29 "
4348232 "$319,250.76 " 0.0697 0.004285714 "$1,368.22 "
4190051 "$404,684.07 " 0.0697 0.004285714 "$1,734.36 "
4338666 "$294,000.00 " 0.0697 0.004285714 "$1,260.00 "
4337736 "$610,000.00 " 0.0697 0.004285714 "$2,614.29 "
4340908 "$533,600.00 " 0.0697 0.004285714 "$2,286.86 "
4332453 "$322,000.00 " 0.0697 0.004285714 "$1,380.00 "
4340900 "$238,400.00 " 0.0697 0.004285714 "$1,021.71 "
4202674 "$327,993.94 " 0.0697 0.004285714 "$1,405.69 "
4396817 "$315,000.00 " 0.0697 0.004285714 "$1,350.00 "
4318681 "$572,000.00 " 0.0697 0.004285714 "$2,451.43 "
4316101 "$311,265.38 " 0.0697 0.004285714 "$1,333.99 "
4310951 "$210,135.94 " 0.0697 0.004285714 $900.58
4304254 "$649,950.00 " 0.0697 0.004285714 "$2,785.50 "
4289111 "$251,250.00 " 0.0697 0.004285714 "$1,076.79 "
4275733 "$468,734.06 " 0.0697 0.004285714 "$2,008.86 "
4275500 "$311,000.00 " 0.0697 0.004285714 "$1,332.86 "
4267641 "$479,625.55 " 0.0697 0.004285714 "$2,055.54 "
4441927 "$496,850.00 " 0.0697 0.004285714 "$2,129.36 "
4416800 "$332,900.00 " 0.0697 0.004285714 "$1,426.71 "
4416418 "$384,000.00 " 0.0697 0.004285714 "$1,645.71 "
4259677 "$410,000.00 " 0.0697 0.004285714 "$1,757.14 "
4400475 "$450,000.00 " 0.0697 0.004285714 "$1,928.57 "
4358279 "$568,400.00 " 0.0697 0.004285714 "$2,436.00 "
4396811 "$569,000.00 " 0.0697 0.004285714 "$2,438.57 "
4391451 "$311,756.61 " 0.0697 0.004285714 "$1,336.10 "
4378308 "$352,500.00 " 0.0697 0.004285714 "$1,510.71 "
4371659 "$316,000.00 " 0.0697 0.004285714 "$1,354.29 "
4365592 "$595,000.00 " 0.0697 0.004285714 "$2,550.00 "
4361870 "$500,000.00 " 0.0697 0.004285714 "$2,142.86 "
4264206 "$534,782.49 " 0.0697 0.004285714 "$2,291.93 "
4246759 "$341,600.00 " 0.0697 0.004285714 "$1,464.00 "
4245710 "$359,719.17 " 0.0697 0.004285714 "$1,541.65 "
4242089 "$148,300.00 " 0.0697 0.004285714 $635.57
4358333 "$115,000.00 " 0.0697 0.004285714 $492.86
4358328 "$300,000.00 " 0.0697 0.004285714 "$1,285.71 "
4409490 "$435,000.00 " 0.0697 0.004285714 "$1,864.29 "
-2-
EXHIBIT THREE
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 aggregate Certificate Principal Balance of each Class of
Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) 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;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) 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;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) 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;
-1-
(xiii) [RESERVED];
(xiv) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xv) the occurrence of the Credit Support Depletion Date;
(xvi) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvii) the related Senior Percentage for such Distribution Date;
(xviii)the aggregate amount of Realized Losses for such
Distribution Date;
(xix) 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;
(xx) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date; and
(xxii) the Class A-6 Accrual Distribution Amount, the Class A-7
Accrual Distribution Amount and the Class A-8 Accrual Distribution
Amount for 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 (000) 000-0000.
-2-
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF FEBRUARY 1, 2001
EXECUTION COPY
--------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of February 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
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.................42
Section 3.03 Successor Subservicers................................................43
Section 3.04 Liability of the Master Servicer......................................44
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................44
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......44
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................45
Section 3.08 Subservicing Accounts; Servicing Accounts.............................47
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
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
i
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................53
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................55
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................58
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...............61
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.........................................................63
Section 4.03 Statements to Certificateholders......................................63
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................64
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...........................................................66
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...........................................75
Section 5.06 Optional Purchase of Certificates.....................................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...........................................83
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................83
Section 8.02 Certain Matters Affecting the Trustee.................................85
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................87
Section 8.04 Trustee May Own Certificates..........................................87
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...87
Section 8.06 Eligibility Requirements for Trustee..................................88
Section 8.07 Resignation and Removal of the Trustee................................88
Section 8.08 Successor Trustee.....................................................89
Section 8.09 Merger or Consolidation of Trustee....................................90
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................90
Section 8.11 Appointment of Custodians.............................................91
Section 8.12 Appointment of Office or Agency.......................................91
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.....................................92
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......98
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
Section 11.06 Required Notices to Rating Agency and Subservicer....................103
iii
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 February 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.
2
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
3
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.
5
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.
Xxxxxx Xxx: 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.
12
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.
13
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: Xxxxxxx Xxxxx Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
14
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).
Xxxxx'x: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first 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.
15
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
16
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).
19
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;
20
(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,
21
(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.
22
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.
23
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 nterest 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%
24
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.
25
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
26
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
28
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.
29
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
30
(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
31
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.
35
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.
38
(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.
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 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
41
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 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
42
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 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
43
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.
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
44
Agreement had been assigned to the assuming party except that the Master
Servicer shall not thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any 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;
45
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 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
46
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 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
47
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).
(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
48
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:
(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
49
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) 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.
50
(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 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.
51
(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 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
52
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).
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
53
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, 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
54
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 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
55
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 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
56
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 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 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
57
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 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
58
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
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
59
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 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).
60
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 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
61
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 "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
62
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 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
63
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 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 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
64
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
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,
65
(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 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
66
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.
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
67
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 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
68
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 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
69
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 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
70
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 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
71
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.
(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
72
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.
(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.
73
(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
(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.
74
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 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.
75
Section 5.06 Optional Purchase of Certificates.
(a) 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, either the Master Servicer or the Company 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.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) 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 Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified
above, the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase pursuant to this Section 5.06
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company, as applicable,
pursuant to Section 5.06(b) to be withdrawn therefrom and deposited in a
separate escrow account for the benefit of such Certificateholders, and the
Master Servicer or
76
the Company, as applicable, 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 or the Company, as
applicable, 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 5.06, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the Holders thereof and the Master
Servicer or the Company, as applicable, 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 or the Company, as applicable, as a result of such Certificateholder's
failure to surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the Distribution Date
on which a purchase pursuant to this Section 5.06 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 or the
Company, as applicable, shall be for all purposes the Holder thereof as of such
date.
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.
77
(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
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
78
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.
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
79
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,
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
80
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder as provided in Section 4.04(b). On
or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer under this Agreement, whether with
respect to the Certificates (other than as a Holder thereof) or the Mortgage
Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the
Trustee or the Trustee's designee appointed pursuant to Section 7.02; and,
without limitation, the Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the 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
81
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 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.
82
(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.
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
83
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 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
84
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend
or risk its own funds (including, without limitation, the making
of any Advance) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or powers, if
the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(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;
85
(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
(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).
86
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 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;
87
(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 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
88
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.
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.
89
(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
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.
90
(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 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.
91
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Purchase by the Master Servicer or
the Company 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 or the Company 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.
The right of the Master Servicer or the Company 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 or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly
92
following payment of the purchase price, release to the Master Servicer or the
Company, as applicable, the Mortgage Files pertaining to the Mortgage Loans
being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to 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,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and 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 or the Company, as applicable, is obligated to
give notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(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 or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, 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).
93
(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 or the Company, as
applicable (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 or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, 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 or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
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;
(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
94
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
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
95
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) 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
96
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 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.
97
(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 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
98
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,
(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
99
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 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:
100
(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 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
101
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 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 Xxxxxx
previously shall have given to the Trustee a written notice of default
102
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,
(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,
103
(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 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
104
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.]
[As described above, no transfer of this Class A-__ Certificate
will be made unless (i) the Trustee has received either an opinion of counsel or
a representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, any purported Certificate Owner whose
acquisition or holding of this Certificate (or interest herein) was effected in
violation of the restrictions in Section 5.02(e) of the Agreement shall
indemnify and hold harmless the 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 or
the Company 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 or the Company 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 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 or
the Company 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 or the Company 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 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 or
the Company 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 or the Company 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 or
the Company 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 or the Company 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 (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(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:
14. 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.
15. 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.
16. 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.
17. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
18. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
19. 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.
20. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
21. 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 FIVE
AGGREGATE PLANNED PRINCIPAL BALANCES
Aggregate
--Planned-Principal---
Distribution Date Balances
Initial Balance................... $110,218,000.00
April 25, 2001.................... 110,218,000.00
May 25, 2001...................... 110,218,000.00
June 25, 2001..................... 110,218,000.00
July 25, 2001..................... 110,218,000.00
August 25, 2001................... 110,218,000.00
September 25, 2001................ 110,218,000.00
October 25, 2001.................. 109,448,279.70
November 25, 2001................. 108,625,429.48
December 25, 2001................. 107,749,691.96
January 25, 2002.................. 106,821,336.89
February 25, 2002................. 105,840,661.00
March 25, 2002.................... 104,807,987.85
April 25, 2002.................... 103,723,667.62
May 25, 2002...................... 102,588,076.93
June 25, 2002..................... 101,401,618.60
July 25, 2002..................... 100,164,721.41
August 25, 2002 .................. 98,877,839.80
September 25, 2002................ 97,541,453.60
October 25, 2002.................. 96,156,067.70
November 25, 2002................. 94,722,211.68
December 25, 2002................. 93,240,439.52
January 25, 2003.................. 91,711,329.12
February 25, 2003................. 90,135,481.95
March 25, 2003.................... 88,513,522.64
April 25, 2003.................... 86,846,098.46
May 25, 2003...................... 85,133,878.92
June 25, 2003..................... 83,377,555.25
July 25, 2003..................... 81,577,839.92
August 25, 2003 .................. 79,740,476.16
September 25, 2003................ 77,910,781.98
October 25, 2003.................. 76,088,709.05
November 25, 2003................. 74,274,209.23
December 25, 2003................. 72,467,234.61
January 25, 2004.................. 70,667,737.43
February 25, 2004................. 68,875,670.16
March 25, 2004.................... 67,090,985.45
April 25, 2004.................... 65,313,636.15
May 25, 2004...................... 63,543,575.30
June 25, 2004..................... 61,780,756.11
July 25, 2004..................... 60,025,132.02
August 25, 2004 .................. 58,276,656.61
September 25, 2004................ 56,535,283.68
October 25, 2004.................. 54,800,967.21
November 25, 2004................. 53,073,661.35
-1-
December 25, 2004................. 51,353,320.43
January 25, 2005.................. 49,639,899.00
February 25, 2005................. 47,933,351.73
March 25, 2005.................... 46,233,633.52
April 25, 2005.................... 44,540,699.42
May 25, 2005...................... 42,854,504.67
June 25, 2005..................... 41,175,004.67
July 25, 2005..................... 39,502,155.01
August 25, 2005 .................. 37,835,911.45
September 25, 2005................ 36,176,229.90
October 25, 2005.................. 34,523,066.47
November 25, 2005................. 32,876,377.42
December 25, 2005................. 31,236,119.19
January 25, 2006.................. 29,602,248.37
February 25, 2006................. 27,974,721.74
March 25, 2006.................... 26,353,496.22
April 25, 2006.................... 24,941,120.18
May 25, 2006...................... 23,534,987.78
June 25, 2006..................... 22,135,057.92
July 25, 2006..................... 20,741,289.65
August 25, 2006................... 19,353,642.18
September 25, 2006................ 17,972,074.89
October 25, 2006.................. 16,596,547.33
November 25, 2006................. 15,227,019.18
December 25, 2006................. 13,863,450.31
January 25, 2007.................. 12,505,800.72
February 25, 2007................. 11,154,030.59
March 25, 2007.................... 9,808,100.23
April 25, 2007.................... 8,508,240.10
May 25, 2007...................... 7,213,896.68
June 25, 2007..................... 5,925,030.71
July 25, 2007..................... 4,641,603.11
August 25, 2007................... 3,363,574.92
September 25, 2007................ 2,090,907.33
October 25, 2007.................. 832,347.43
November 25, 2007 and thereafter.. 0
-2-
EXHIBIT SIX
AGGREGATE SCHEDULED PRINCIPAL BALANCES
Aggregate
-Scheduled-Principal--
Distribution Date Balances
Initial Balance................... $106,550,000.00
April 25, 2001.................... 105,974,407.59
May 25, 2001...................... 105,283,381.07
June 25, 2001..................... 104,477,243.34
July 25, 2001..................... 103,556,243.38
August 25, 2001 .................. 102,520,756.73
September 25, 2001................ 101,371,285.73
October 25, 2001.................. 100,878,179.81
November 25, 2001................. 100,325,604.32
December 25, 2001................. 99,714,198.50
January 25, 2002.................. 99,044,699.86
February 25, 2002................. 98,317,943.49
March 25, 2002.................... 97,534,860.97
April 25, 2002.................... 96,696,479.21
May 25, 2002...................... 95,803,919.03
June 25, 2002..................... 94,858,393.48
July 25, 2002..................... 93,861,206.04
August 25, 2002 .................. 92,813,748.57
September 25, 2002................ 91,717,499.07
October 25, 2002.................. 90,574,019.21
November 25, 2002................. 89,384,951.73
December 25, 2002................. 88,1 52,017.64
January 25, 2003.................. 86,877,013.16
February 25, 2003................. 85,561,806.58
March 25, 2003.................... 84,208,334.94
April 25, 2003.................... 82,818,600.49
May 25, 2003...................... 81,394,667.05
June 25, 2003..................... 79,938,656.21
July 25, 2003..................... 78,452,743.37
August 25, 2003 .................. 76,944,758.24
September 25, 2003................ 75,466,605.07
October 25, 2003.................. 74,017,879.27
November 25, 2003................. 72,598,181.25
December 25, 2003................. 71,207,116.35
January 25, 2004.................. 69,844,294.79
February 25, 2004................. 68,509,331.57
March 25, 2004.................... 67,201,846.49
April 25, 2004.................... 65,921,464.02
May 25, 2004...................... 64,667,813.28
June 25, 2004..................... 63,440,527.98
July 25, 2004..................... 62,239,246.37
August 25, 2004 .................. 61,063,611.16
September 25, 2004................ 59,913,269.51
October 25, 2004.................. 58,787,872.94
November 25, 2004................. 57,687,077.30
-1-
December 25, 2004................. 56,610,542.70
January 25, 2005.................. 55,557,933.48
February 25, 2005................. 54,528,918.15
March 25, 2005.................... 53,523,169.32
April 25, 2005.................... 52,540,363.69
May 25, 2005...................... 51,580,181.99
June 25, 2005..................... 50,642,308.89
July 25, 2005..................... 49,726,433.02
August 25, 2005 .................. 48,832,246.87
September 25, 2005................ 47,959,446.78
October 25, 2005.................. 47,107,732.87
November 25, 2005................. 46,276,808.98
December 25, 2005................. 45,466,382.69
January 25, 2006.................. 44,676,165.20
February 25, 2006................. 43,905,871.35
March 25, 2006.................... 43,155,219.50
April 25, 2006.................... 42,579,587.40
May 25, 2006...................... 42,021,914.55
June 25, 2006..................... 41,481,932.12
July 25, 2006..................... 40,959,374.68
August 25, 2006................... 40,453,980.13
September 25, 2006................ 39,965,489.67
October 25, 2006.................. 39,493,647.76
November 25, 2006................. 39,038,202.08
December 25, 2006................. 38,598,903.49
January 25, 2007.................. 38,175,505.99
February 25, 2007................. 37,767,766.68
March 25, 2007.................... 37,375,445.74
April 25, 2007.................... 37,048,640.18
May 25, 2007...................... 36,739,878.72
June 25, 2007..................... 36,448,833.74
July 25, 2007..................... 36,175,182.47
August 25, 2007................... 35,918,606.90
September 25, 2007................ 35,678,793.73
October 25, 2007.................. 35,446,648.55
November 25, 2007................. 34,809,723.96
December 25, 2007................. 33,361,547.04
January 25, 2008.................. 31,934,131.83
February 25, 2008................. 30,527,149.49
March 25, 2008.................... 29,140,275.60
April 25, 2008.................... 27,961,841.96
May 25, 2008...................... 26,799,833.11
June 25, 2008..................... 25,653,969.07
July 25, 2008..................... 24,523,973.76
August 25, 2008................... 23,409,574.99
September 25, 2008................ 22,310,504.40
October 25, 2008.................. 21,226,497.36
November 25, 2008................. 20,157,292.97
December 25, 2008................. 19,102,633.99
January 25, 2009.................. 18,062,266.76
February 25, 2009................. 17,035,941.18
March 25, 2009.................... 16,023,410.66
April 25, 2009.................... 15,192,700.11
May 25, 2009...................... 4,371,632.96
June 25, 2009..................... 13,560,027.29
-2-
July 25, 2009..................... 12,757,703.79
August 25, 2009................... 11,964,485.70
September 25, 2009................ 11,180,198.78
October 25, 2009.................. 10,404,671.29
November 25, 2009................. 9,637,733.93
December 25, 2009................. 8,879,219.81
January 25, 2010.................. 8,128,964.43
February 25, 2010................. 7,386,805,80
March 25, 2010.................... 6,652,583.47
April 25, 2010.................... 6,071,161.81
May 25, 2010...................... 5,493,378.78
June 25, 2010..................... 4,919,158.03
July 25, 2010..................... 4,348,424.07
August 25, 2010................... 3,781,102.31
September 25, 2010................ 3,217,119.00
October 25, 2010.................. 2,656,401.25
November 25, 2010................. 2,098,876.98
December 25, 2010................. 1,544,474.98
January 25, 2011.................. 993,124.81
February 25, 2011................. 444,756.84
March 25, 2011 and thereafter..... 0
-3-
