EXHIBITS RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
EXHIBITS
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2000
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-RS4
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.....................................................3
Accrued Certificate Interest...........................................3
Adjusted Mortgage Rate.................................................3
Adjustment Date........................................................4
Advance................................................................4
Affiliate..............................................................4
Agreement..............................................................4
Amount Held for Future Distribution....................................4
Appraised Value........................................................4
Arrearage..............................................................4
Assignment.............................................................4
Assignment Agreement...................................................5
Assignment of Leases, Rents and Profits................................5
Assignment of Proprietary Lease........................................5
Balloon Loan...........................................................5
Balloon Payment........................................................5
Bankruptcy Code........................................................5
Bankruptcy Loss........................................................5
Basis Risk Shortfall...................................................5
Basis Risk Shortfall Carry-Forward Amount..............................6
Book-Entry Certificate.................................................6
Business Day...........................................................6
Cash Liquidation.......................................................6
Certificate............................................................6
Certificate Account....................................................6
Certificate Account Deposit Date.......................................6
Certificateholder or Holder............................................6
Certificate Insurer Premium............................................7
Certificate Insurer Premium Modified Rate..............................7
Certificate Insurer Premium Rate.......................................7
Certificate Owner......................................................7
Certificate Principal Balance..........................................7
Certificate Register and Certificate Registrar.........................8
Class ................................................................8
Class A Certificates...................................................8
Class A-I Certificates.................................................8
Class A-I-1 Certificate................................................8
Class A-I-2 Certificate................................................8
Class A-I-3 Certificate................................................8
i
Class A-I-4 Certificate................................................8
Class A-II Certificate.................................................9
Class A-II Margin......................................................9
Class R Certificate....................................................9
Class R-I Certificate..................................................9
Class R-II Certificate.................................................9
Class SB Certificates..................................................9
Class SB-I Certificate.................................................9
Class SB-II Certificate................................................9
Closing Date...........................................................9
Code ................................................................9
Compensating Interest..................................................9
Converted Mortgage Loan...............................................10
Cooperative...........................................................10
Cooperative Apartment.................................................10
Cooperative Lease.....................................................10
Cooperative Loans.....................................................10
Cooperative Stock.....................................................10
Cooperative Stock Certificate.........................................10
Corporate Trust Office................................................10
Corrected Mortgage Loan...............................................10
Curtailment...........................................................11
Custodial Account.....................................................11
Custodial Agreement...................................................11
Custodian.............................................................11
Cut-off Date..........................................................11
Cut-off Date Principal Balance........................................11
Debt Service Reduction................................................11
Deferred Interest.....................................................11
Deficiency Amount.....................................................11
Deficient Valuation...................................................12
Definitive Certificate................................................12
Deleted Mortgage Loan.................................................12
Delinquency Ratio.....................................................12
Delinquent............................................................12
Depository............................................................12
Depository Participant................................................12
Designated Subservicer................................................13
Destroyed Mortgage Note...............................................13
Determination Date....................................................13
Directly Operate......................................................13
Disposition Fee.......................................................13
Disqualified Organization.............................................13
Distribution Date.....................................................14
Due Date..............................................................14
Due Period............................................................14
ii
Eligible Account......................................................14
ERISA ...............................................................14
Event of Default......................................................14
Excess Overcollateralization Amount...................................14
Excess Realized Loss..................................................14
Extraordinary Events..................................................15
Xxxxxx Xxx............................................................15
FASIT ...............................................................15
FDIC ...............................................................15
FHA ...............................................................16
Final Distribution Date...............................................16
Fitch ...............................................................16
Foreclosure Profits...................................................16
Foreclosure Restricted Loan...........................................16
Fraud Losses..........................................................16
Xxxxxxx Mac...........................................................16
Gross Margin..........................................................16
Group I Available Distribution Amount.................................16
Group II Available Distribution Amount................................17
Group I Bankruptcy Amount.............................................17
Group II Bankruptcy Amount............................................17
Group I Cumulative Insurance Payments.................................18
Group II Cumulative Insurance Payments................................18
Group I Cut-off Date Balance..........................................18
Group II Cut-off Date Balance.........................................18
Group I Diverted Excess Spread........................................18
Group II Diverted Excess Spread.......................................18
Group I Excess Bankruptcy Loss........................................18
Group II Excess Bankruptcy Loss.......................................18
Group I Excess Cash Flow..............................................19
Group II Excess Cash Flow.............................................19
Group I Excess Fraud Loss.............................................19
Group II Excess Fraud Loss............................................19
Group I Excess Loss...................................................19
Group II Excess Loss..................................................19
Group I Excess Overcollateralization Amount...........................19
Group II Excess Overcollateralization Amount..........................19
Group I Excess Special Hazard Loss....................................19
Group II Excess Special Hazard Loss...................................19
Group I Extraordinary Losses..........................................19
Group II Extraordinary Losses.........................................19
Group I Fraud Loss Amount.............................................19
Group II Fraud Loss Amount............................................20
Group I Interest Distribution Amount..................................21
Group II Interest Distribution Amount.................................21
Group I Loan..........................................................21
iii
Group II Loan.........................................................21
Group I Overcollateralization Amount..................................21
Group II Overcollateralization Amount.................................21
Group I Overcollateralization Increase Amount.........................21
Group II Overcollateralization Increase Amount........................21
Group I Overcollateralization Reduction Amount........................21
Group II Overcollateralization Reduction Amount.......................21
Group I Pool Stated Principal Balance.................................22
Group II Pool Stated Principal Balance................................22
Group I Principal Distribution Amount.................................22
Group II Principal Distribution Amount................................23
Group I Required Overcollateralization Amount.........................23
Group II Required Overcollateralization Amount........................24
Group I Special Hazard Amount.........................................24
Group II Special Hazard Amount........................................25
Group I Stepdown Date.................................................26
Group II Stepdown Date................................................26
Group I Weighted Average Net Mortgage Rate............................26
Group II Weighted Average Net Mortgage Rate...........................26
Group II Weighted Average Actual/360 Net Mortgage Rate................26
Hazardous Materials...................................................26
High Cost Loan........................................................26
HomeComings...........................................................26
Independent...........................................................26
Independent Contractor................................................27
Index ...............................................................27
Initial Certificate Principal Balance.................................27
Insurance Account.....................................................27
Insurance Agreement...................................................27
Insurance Proceeds....................................................27
Insured Amount........................................................27
Insurer...............................................................28
Insurer Account.......................................................28
Insurer Default.......................................................28
Interest Accrual Period...............................................28
Interim Certification.................................................28
Interested Person.....................................................28
Late Collections......................................................28
Late Payment Rate.....................................................28
LIBOR ...............................................................29
LIBOR Business Day....................................................29
LIBOR Rate Adjustment Date............................................29
Liquidation Expenses..................................................29
Liquidation Proceeds..................................................29
Loan Agreement........................................................29
Loan-to-Value Ratio...................................................29
iv
Management Agreement..................................................29
Manager...............................................................29
Maturity Date.........................................................30
Maximum Mortgage Rate.................................................30
Maximum Net Mortgage Rate.............................................30
MERS ...............................................................30
MERS(R)System.........................................................30
MIN ...............................................................30
Minimum Mortgage Rate.................................................30
Modified Mortgage Loan................................................31
Modified Net Mortgage Rate............................................31
MOM Loan..............................................................31
Monthly Payment.......................................................31
Xxxxx'x...............................................................31
Mortgage..............................................................31
Mortgage File.........................................................31
Mortgage Loan Accrued Interest........................................32
Mortgage Loan Schedule................................................32
Mortgage Loans........................................................33
Mortgage Note.........................................................33
Mortgage Rate.........................................................33
Mortgaged Property....................................................34
Mortgagor.............................................................34
Multifamily Loan......................................................34
Neg Am Loan...........................................................34
Net Collections.......................................................34
Net Mortgage Rate.....................................................34
New Lease.............................................................34
Non-Primary Residence Loans...........................................34
Non-United States Person..............................................34
Nonrecoverable Advance................................................34
Nonsubserviced Mortgage Loan..........................................35
Note Margin...........................................................35
Notice ...............................................................35
Officers' Certificate.................................................35
Opinion of Counsel....................................................35
Optional Termination Date.............................................35
Outstanding Mortgage Loan.............................................36
Ownership Interest....................................................36
Pass-Through Rate.....................................................36
Paying Agent..........................................................37
Percentage Interest...................................................37
Periodic Cap..........................................................37
Permitted Investments.................................................38
Permitted Transferee..................................................39
Person ...............................................................39
v
Phase I Environmental Assessment......................................39
Policy ...............................................................39
Prepayment Assumption.................................................39
Prepayment Interest Shortfall.........................................39
Prepayment Period.....................................................39
Primary Insurance Policy..............................................39
Principal Prepayment..................................................40
Principal Prepayment in Full..........................................40
Program Guide.........................................................40
Purchase Price........................................................40
Qualified Environmental Consultant....................................40
Qualified Substitute Mortgage Loan....................................40
Rating Agency.........................................................41
Realized Loss.........................................................41
Record Date...........................................................42
Regular Interest......................................................42
Relief Act............................................................42
REMIC ...............................................................42
REMIC Administrator...................................................42
REMIC I...............................................................42
REMIC I Group II Interest Loss Allocation Amount......................43
REMIC I Group I Overcollateralized Amount.............................43
REMIC I Group II Overcollateralized Amount............................43
REMIC I Group I Principal Loss Allocation Amount......................43
REMIC I Group II Principal Loss Allocation Amount.....................43
REMIC I Regular Interest LT1..........................................43
REMIC I Regular Interest LT2-I........................................43
REMIC I Regular Interest LT3-I........................................43
REMIC I Regular Interest LT4-I........................................44
REMIC I Regular Interest LT5-I........................................44
REMIC I Regular Interest LT6-I........................................44
REMIC I Regular Interest LT6-I Maximum Interest Deferral Amount.......44
REMIC I Required Group I Overcollateralized Amount....................44
REMIC I Regular Interest LT1..........................................44
REMIC I Regular Interest LT2-II.......................................44
REMIC I Regular Interest LT3-II.......................................45
REMIC I Regular Interest LT3-II Maximum Interest Deferral Amount
.....................................................................45
REMIC I Required Group II Overcollateralized Amount...................45
REMIC Provisions......................................................45
Rents from Real Property..............................................45
REO Acquisition.......................................................46
REO Disposition.......................................................46
REO Imputed Interest..................................................46
REO Proceeds..........................................................46
REO Property..........................................................46
vi
Re-Performing Loans...................................................46
Repurchase Event......................................................46
Repurchase Price......................................................46
Request for Release...................................................47
Required Insurance Policy.............................................47
Reserve Fund..........................................................47
Reserve Fund Deposit..................................................47
Reserve Fund Residual Right...........................................47
Residential Funding...................................................47
Responsible Officer...................................................47
Rolling Six-Month Delinquency Ratio...................................47
Security Agreement....................................................48
Servicing Accounts....................................................48
Servicing Advances....................................................48
Servicing Fee.........................................................48
Servicing Fee Rate....................................................48
Servicing Modification................................................48
Servicing Officer.....................................................48
Servicing Trigger.....................................................48
Simple Interest Loan..................................................49
Special Hazard Loss...................................................49
Special Servicer......................................................49
Specially Serviced Mortgage Loan......................................49
Standard & Poor's.....................................................50
Startup Date..........................................................50
Stated Principal Balance..............................................51
Subordination.........................................................51
Subserviced Mortgage Loan.............................................51
Subservicer...........................................................51
Subservicer Advance...................................................51
Subservicing Account..................................................51
Subservicing Agreement................................................51
Subservicing Fee......................................................51
Tax Returns...........................................................51
Transfer..............................................................52
Transferee............................................................52
Transferor............................................................52
Trust Fund............................................................52
Twelve-Month Loss Amount..............................................52
Uniform Single Attestation Program for Mortgage Bankers...............52
Uncertificated Accrued Interest.......................................52
Uncertificated Pass-Through Rate......................................53
Uncertificated Principal Balance......................................53
Uncertificated Regular Interests......................................54
Uninsured Cause.......................................................54
United States Person..................................................54
vii
VA ...............................................................54
Voting Rights.........................................................54
Section 1.02. Determination of LIBOR.........................................54
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................................56
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Section 2.02. Acceptance by Trustee..........................................61
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Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
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Depositor......................................................62
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Section 2.04. Representations and Warranties of Residential Funding..........65
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Section 2.05. Execution and Authentication of Certificates...................67
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.............................68
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Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
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Enforcement of Subservicers' Obligations; Special Servicing....70
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Section 3.03. Successor Subservicers.........................................71
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Section 3.04. Liability of the Master Servicer...............................71
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Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
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Certificateholders.............................................72
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Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee72
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Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
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Account........................................................73
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Section 3.08. Subservicing Accounts; Servicing Accounts......................75
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Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
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Loans..........................................................76
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Section 3.10. Permitted Withdrawals from the Custodial Account...............77
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Section 3.11. Maintenance of Primary Insurance Coverage......................78
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Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage79
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Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
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Agreements; Certain Assignments................................80
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Section 3.14. Realization Upon Defaulted Mortgage Loans......................82
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Section 3.15. Trustee to Cooperate; Release of Mortgage Files................86
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Section 3.16. Servicing and Other Compensation; Compensating Interest........87
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Section 3.17. Reports to the Trustee and the Depositor.......................89
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Section 3.18. Annual Statement as to Compliance..............................89
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Section 3.19. Annual Independent Public Accountants' Servicing Report........90
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Section 3.20. Right of the Depositor in Respect of the Master Servicer.......90
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viii
Section 3.21. Realization Upon Multifamily Loans.............................90
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Section 3.22. Title and Management of REO Properties Related to Multifamily Loans
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..............................................................93
Section 3.23. Sale of Specially Serviced Mortgage Loans and Related REO Properties
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..............................................................97
Section 3.24. Transfer of Servicing Between Master Servicer and Special Servicer; Record
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Keeping........................................................99
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Section 3.25. Inspections...................................................100
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Section 3.26. Available Information and Notices.............................100
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account...........................................103
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Section 4.02. Distributions.................................................103
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Section 4.03. Statements to Certificateholders..............................111
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Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
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Master Servicer...............................................114
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Section 4.05. Allocation of Realized Losses.................................116
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Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.117
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Section 4.07. Optional Purchase of Defaulted Mortgage Loans.................117
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Section 4.08. The Policy....................................................118
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Section 4.09. Distribution of Basis Risk Shortfall Carry-Forward Amount; Reserve Fund
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.............................................................118
Section 4.10. Special Report to Insurer.....................................119
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates..............................................120
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Section 5.02. Registration of Transfer and Exchange of Certificates.........121
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Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.............126
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Section 5.04. Persons Deemed Owners.........................................127
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Section 5.05. Appointment of Paying Agent...................................127
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Section 5.06. Optional Purchase of Certificates.............................127
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ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer129
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Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment
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of Rights and Delegation of Duties by Master Servicer.........129
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Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others
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.............................................................130
Section 6.04. Depositor and Master Servicer Not to Resign...................130
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.............................................132
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Section 7.02. Trustee or Depositor to Act; Appointment of Successor.........134
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Section 7.03. Notification to Certificateholders............................135
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Section 7.04. Waiver of Events of Default...................................135
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Section 7.05. Servicing Trigger; Removal of Master Servicer.................136
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.............................................137
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Section 8.02. Certain Matters Affecting the Trustee.........................138
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Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........140
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Section 8.04. Trustee May Own Certificates..................................140
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Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
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.............................................................140
Section 8.06. Eligibility Requirements for Trustee..........................141
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Section 8.07. Resignation and Removal of the Trustee........................141
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Section 8.08. Successor Trustee.............................................142
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Section 8.09. Merger or Consolidation of Trustee............................143
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Section 8.10. Appointment of Co-Trustee or Separate Trustee.................143
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Section 8.11. Appointment of Custodians.....................................144
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or Liquidation of All
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Mortgage Loans................................................146
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Section 9.02. Additional Termination Requirements...........................148
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ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC Administration..........................................150
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Section 10.02.Master Servicer, REMIC Administrator and Trustee Indemnification
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.............................................................153
ix
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.Amendment.....................................................155
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Section 11.02.Recordation of Agreement; Counterparts........................157
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Section 11.03.Limitation on Rights of Certificateholders....................157
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Section 11.04.Governing Law.................................................158
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Section 11.05.Notices.......................................................158
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Section 11.06.Notices to Rating Agencies and the Insurer....................159
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Section 11.07.Severability of Provisions....................................160
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Section 11.08.Supplemental Provisions for Resecuritization..................160
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Section 11.09.Rights of the Insurer.........................................161
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Exhibit A Form of Class A Certificate
Exhibit B Form of Class SB Certificate
Exhibit C [Reserved]
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F-1 Group I Loan Schedule
Exhibit F-2 Group II Loan Schedule
Exhibit G Forms of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
Exhibit L Form of Limited Guaranty
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O High Cost Loans
Exhibit P Form of ERISA Letter
Exhibit Q Certificate Guaranty Insurance Policy
Exhibit R List of Re-Performing Loans
x
This Pooling and Servicing Agreement, effective as of December 1,
2000, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor
(together with its permitted successors and assigns, the "Depositor"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, a national banking association (formerly known as The First
National Bank of Chicago), as trustee (together with its permitted successors
and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in nine
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans (as defined herein).
REMIC I
As provided herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the Mortgage Loans and certain
other related assets (exclusive of the Reserve Fund) subject to this Agreement
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC I."
The Class R-I Certificates will represent the sole class of "residual interests"
in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "REMIC I Remittance Rate") and initial
Uncertificated Balance for each of the "regular interests" in REMIC I (the
"REMIC I Regular Interests"). The "latest possible maturity date" (determined
solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the 384th
Distribution Date. None of the REMIC I Regular Interests will be certificated.
REMIC I Initial Uncertificated Latest Possible
Designation Remittance Rate Balance Maturity Date
LT1-I Variable(1) $ 168,551,075.10 December 25, 2032
LT2-I Variable(1) $ 666,150.00 December 25, 2032
LT3-I Variable(1) $ 354,340.00 December 25, 2032
LT4-I Variable(1) $ 271,400.00 December 25, 2032
LT5-I Variable(1) $ 427,950.00 December 25, 2032
LT6-I Variable(1) $ 1,719,977.90 December 25, 2032
LT1-II Variable(1) $ 136,536,684.10 December 25, 2032
LT2-II Variable(1) $ 1,365,330.00 December 25, 2032
LT3-II Variable(1) $ 1,421,132.90 December 25, 2032
---------------
(1) Calculated as provided in the definition of Uncertificated Pass-Through
Rate.
1
REMIC II
As provided herein, the REMIC Administrator will elect to treat
the segregated pool of assets consisting of the REMIC I Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC II. The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass- Through Rate, aggregate Initial Certificate Principal
Balance, certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
II. The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC II Regular Certificates shall be the 384th Distribution Date.
Pass- Aggregate Initial
Through Certificate Princ Features
Designation Type Rate Balance ipal Maturity Date Initial Ratings
S&P Moody's
Class A-I-1 Senior 6.82%(1)(2) $ 66,615,000.00 Senior December 25, 2032 AAA Aaa
Class A-I-2 Senior 6.71%(2) $ 35,434,000.00 Senior December 25, 2032 AAA Aaa
Class A-I-3 Senior 6.84%(2) $ 27,140,000.00 Senior December 25, 2032 AAA Aaa
Class A-I-4 Senior 7.22%(2) $ 42,795,000.00 Senior December 25, 2032 AAA Aaa
Class A-II Senior Adjustable(1)$ 136,533,000.00 Senior December 25, 2032 AAA Aaa
Class SB-I Subordinate Adjustable(3)$ 6,893.00 SubordinateDecember 25, 2032 N/R N/R
Class SB-IISubordinate Adjustable(3)$ 2,790,147.00 SubordinateDecember 25, 2032 N/R N/R
Class R-I Residual N/A N/A Residual December 25, 2032 N/R N/R
Class R-II Residual N/A N/A Residual December 25, 2032 N/R N/R
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(1) Calculated in accordance with the definition of "Pass-Through Rate" herein.
(2) Subject to a cap equal to the weighted average of the Net Mortgage Rates
on the Group I Loans. In addition, with respect to the Class A-I-4
Certificates, after the first possible Optional Termination Date, the
related Pass-Through Rate will increase to 7.72%, subject to a cap equal
to the weighted average of the Net Mortgage Rates on the Group I Loans
(3) The Class SB Certificates will accrue interest as described in the
definition of Accrued Certificate Interest. The Class SB Certificates
will not accrue interest on their Certificate Principal Balance.
The Group I Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $171,990,893. The Group I Loans are fixed-rate,
fully amortizing and balloon payment, first lien and second lien mortgage loans
having terms to maturity at origination or modification of generally not more
than 30 years. The Group II Loans have an aggregate Cut-off Date Principal
Balance equal to approximately $139,323,147. The Group II Loans are adjustable-
rate, fully amortizing, balloon payment and negatively amortizing, first lien
mortgage loans having terms to maturity at origination or modification of
generally not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
2
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and the Class A Certificates, interest accrued during the preceding
Interest Accrual Period at the related Pass- Through Rate less interest
shortfalls from the Mortgage Loans, if any, allocated thereto for such
Distribution Date, to the extent not covered by Subordination, including the
Group I Excess Cash Flow or Group II Excess Cash Flow, as applicable, on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date (or in the case of the first Distribution Date, the Cut-off Date). Accrued
Certificate Interest on the Class A Certificates will be reduced by (i) the
interest portion (adjusted to the Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Excess Losses on the
Group I Loans and the Group II Loans, respectively, to the extent allocated to
the related Class A Certificates, (ii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Losses, (iii) with respect to the Class A-II
Certificates, Deferred Interest to the extent allocated to Accrued Certificate
Interest pursuant to Section 4.02(j) and (iv) any other interest shortfalls on
the Group I Loans and the Group II Loans, respectively, other than Prepayment
Interest Shortfalls, including interest that is not collectible from the
Mortgagor for the related Due Period pursuant to the Relief Act or similar
legislation or regulations as in effect from time to time, with all such
reductions allocated on the Group I Loans to the Class A-I Certificates on a pro
rata basis, and allocated on the Group II Loans to the Class A-II Certificates,
in reduction of the Accrued Certificate Interest which would have resulted
absent such reductions. With respect to each Distribution Date and the Class SB
Certificates, interest accrued during the preceding Interest Accrual Period at
the related Pass-Through Rate on the Notional Amount as specified in the
definition of Pass- Through Rate, immediately prior to such Distribution Date in
each case, reduced by any interest shortfalls with respect to the related Loan
Group including Prepayment Interest Shortfalls to the extent not covered by
Compensating Interest pursuant to Section 3.16 or by Group I or Group II Excess
Cash Flow pursuant to clauses (vi), (vii), (x), (xi) and (xii) of Section
4.02(c) and (d). In addition, Accrued Certificate Interest with respect to each
Distribution Date, as to the Class SB Certificates, shall be reduced by an
amount equal to the interest portion of Realized Losses allocated to the
Overcollateralization Amount pursuant to Section 4.05 hereof. Accrued
Certificate Interest on the Class A-I Certificates and Class SB-I Certificates
shall accrue on the basis of a 360-day year consisting of twelve 30-day months.
Accrued Certificate Interest on the Class A-II Certificates and Class SB-II
Certificates shall accrue on the basis of a 360-day year and the actual number
of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the
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related Subservicing Fee accrues.
Adjustment Date: As to each adjustable rate Mortgage Loan, each
date set forth in the related Mortgage Note on which an adjustment to the
interest rate on such Mortgage Loan becomes effective.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such first Person. For
the purposes of this definition, "control" means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date,
the total of the amounts held in the Custodial Account at the close of business
on the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the Due Date in the related Due
Period.
Appraised Value: As to any Mortgaged Property, one of the
following: (i) the lesser of (a) the appraised value of such Mortgaged Property
based upon the appraisal made at the time of the origination of the related
Mortgage Loan, and (b) the sales price of the Mortgaged Property at such time of
origination, (ii) in the case of a Mortgaged Property securing a refinanced or
modified Mortgage Loan, one of (1) the appraised value based upon the appraisal
made at the time of origination of the loan which was refinanced or modified,
(2) the appraised value determined in an appraisal made at the time of
refinancing or modification or (3) the sales price of the Mortgaged Property, or
(iii) with respect to the Mortgage Loans for which a broker's price opinion was
obtained, the value contained in such opinion.
Arrearage: With respect to each Mortgage Loan subject to a
bankruptcy plan or repayment plan, the amount of previously delinquent payments
and any servicing advances or other items owed by the related Mortgagor which
are not included in the Cut-off Date Balance of such Mortgage Loan as indicated
in the Mortgage Loan Schedule.
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
4
the benefit of Certificateholders, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement,
dated the Closing Date, between Residential Funding and the Depositor relating
to the transfer and assignment of the Mortgage Loans.
Assignment of Leases, Rents and Profits: With respect to any
Mortgaged Property for a Multifamily Loan, any assignment of leases, rents and
profits or similar agreement executed by the Mortgagor, assigning to the
mortgagee all of the income, rents and profits derived from the ownership,
operation, leasing or disposition of all or a portion of such Mortgaged
Property, in the form which was duly executed, acknowledged and delivered by the
Mortgagor, as amended, modified, renewed or extended through the date hereof and
from time to time hereafter.
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.
Balloon Loan: Each of the Mortgage Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee and the
Insurer in writing that the Master Servicer is diligently pursuing any remedies
that may exist in connection with the representations and warranties made
regarding the related Mortgage Loan and either (A) the related Mortgage Loan is
not in default with regard to payments due thereunder or (B) delinquent payments
of principal and interest under the related Mortgage Loan and any premiums on
any applicable primary hazard insurance policy and any related escrow payments
in respect of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving effect to any
Debt Service Reduction.
Basis Risk Shortfall: With respect to any Distribution Date for
which the Pass- Through Rate for the Class A-II Certificates is based on clause
(iii) of the definition thereof, the excess, if any, of (x) Accrued Certificate
Interest on the Class A-II Certificates for such Distribution Date, using the
lesser of (a) clause (i) of the definition of Pass-Through Rate for the Class
A-II Certificates as calculated for such Distribution Date, and (b) clause (ii)
of such definition, over (y) Accrued Certificate Interest on the Class A-II
Certificates for such Distribution Date at the then- applicable Pass-Through
Rate.
5
Basis Risk Shortfall Carry-Forward Amount: With respect to each
Distribution Date and the Class A-II Certificates, the sum of (a) the aggregate
amount of Basis Risk Shortfall for such Class on such Distribution Date which is
not covered on such Distribution Date by payments from the Reserve Fund plus (b)
any Basis Risk Shortfall Carry-Forward Amount for such Class remaining unpaid
from the preceding Distribution Date, plus (c) one month's interest on the
amount in clause (b) (based on the number of days in the preceding Interest
Accrual Period) at a rate equal to the lesser of (i) LIBOR plus the Class A-II
Margin for such Distribution Date and (ii) the Maximum Class A-II Rate.
Book-Entry Certificate: Any Certificate registered in the name of
the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of 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.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class SB Certificate or Class R
Certificate.
Certificate Account: The account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2000-RS4" and which must be an Eligible Account. Any such account or
accounts created and maintained subsequent to the Closing Date shall be subject
to the approval of the Insurer, which approval shall not be unreasonably
withheld.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except that neither a
Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Depositor, the Master
Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
6
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register. Unless otherwise indicated in this Agreement, the Custodial Agreement
or the Assignment Agreement, whenever reference is made to the actions taken by
the Trustee on behalf of the Certificateholders, such reference shall include
the Insurer as long as there is no Insurer Default continuing.
Certificate Insurer Premium: With respect to the Class A-I
Certificates, the premium payable to the Insurer on each Distribution Date in an
amount equal to one-twelfth of the product of the related Certificate Insurer
Premium Rate and the Certificate Principal Balance of the Class A-I Certificates
immediately prior to such Distribution Date. With respect to the Class A-II
Certificates, the premium payable to the Insurer on each Distribution Date in an
amount equal to one-twelfth of the product of the related Certificate Insurer
Premium Rate and the Certificate Principal Balance of the Class A-II
Certificates immediately prior to such Distribution Date.
Certificate Insurer Premium Modified Rate: With respect to any
Group I Loan and any date of determination, the Certificate Insurer Premium Rate
for the Class A-I Certificates times a fraction equal to (x) the aggregate
Certificate Principal Balance of the Class A-I Certificates as of such date over
(y) the aggregate Stated Principal Balance of the Group I Loans as of such date.
With respect to any Group II Loan and any date of determination, the Certificate
Insurer Premium Rate for the Class A-II Certificates times a fraction equal to
(x) the aggregate Certificate Principal Balance of the Class A-II Certificates
as of such date over (y) the aggregate Stated Principal Balance of the Group II
Loans as of such date.
Certificate Insurer Premium Rate: With respect to each group of
Mortgage Loans and each Class of Class A Certificates and any date of
determination, the per annum rate specified in the Insurance Agreement with
respect to the Class A-I Certificates or Class A-II Certificates, as applicable,
for the purpose of calculating the related Certificate Insurer Premium.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A
Certificate, 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) the Deferred Interest, if any, allocated thereto for each
Distribution Date prior to or coinciding with such date of determination in
accordance with Section 4.02(j), minus (iii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) (including such amounts paid pursuant to the Policy)
and applied to reduce the Certificate Principal Balance or amount thereof
pursuant to Sections 4.02(c) or 4.02(d) and (y) the aggregate of all reductions
in Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05 (other than any such amounts
included in an Insured Amount and paid pursuant to the Policy). With respect to
each Class SB-I Certificate, on any date of determination, an amount equal to
the Percentage Interest evidenced by such Certificate times an amount equal to
(i) the excess, if any, of (A) the then aggregate Stated
7
Principal Balance of the Group I Loans over (B) the then aggregate Certificate
Principal Balance of the Class A-I Certificates then outstanding, plus (ii) any
Group I Diverted Excess Spread and minus (iii) any Group II Diverted Excess
Spread. With respect to each Class SB-II Certificate, on any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Group II Loans over (B) the then
aggregate Certificate Principal Balance of the Class A-II Certificates then
outstanding, plus (ii) any Group II Diverted Excess Spread and minus (iii) any
Group I Diverted Excess Spread.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates: Any one of the Class A-I or Class A-II Certificates.
Class A-I Certificates: Any one of the Class A-I-1, Class A-I-2, Class
A-I-3 or Class A-I-4 Certificates.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC II
for purposes of the REMIC Provisions.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC II
for purposes of the REMIC Provisions.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC II
for purposes of the REMIC Provisions.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-I
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group I as set forth in Section
4.05, and evidencing an interest designated as a "regular interest" in REMIC II
for purposes of the REMIC
8
Provisions.
Class A-II Certificate: Any one of the Class A-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class SB-II
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses in respect of Loan Group II as set forth in
Section 4.05, and evidencing an interest designated as a "regular interest" in
REMIC II for purposes of the REMIC Provisions.
Class A-II Margin: 0.28% per annum, or starting on the first Distribution
Date following the first possible Optional Termination Date and on any
Distribution Date thereafter, 0.56% per annum.
Class R Certificate: Any one of the Class R-I or Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC II for purposes of the REMIC
Provisions.
Class SB Certificates: Any one of the Class SB-I and Class SB-II
Certificates.
Class SB-I Certificate: Any one of the Class SB-I Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A-I Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group I as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Class SB-II Certificate: Any one of the Class SB-II Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, subordinate to the Class
A-II Certificates with respect to distributions and the allocation of Realized
Losses in respect of Loan Group II as set forth in Section 4.05, and evidencing
an interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions.
Closing Date: December 27, 2000.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an
amount equal to Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full or Curtailments during the related Prepayment Period, but
not more than the lesser of (a) one-twelfth of 0.125% of the Stated Principal
Balance of the Mortgage Loans immediately preceding such Distribution Date and
9
(b) the sum of the Servicing Fee, all income and gain on amounts held in the
Custodial Account and the Certificate Account and payable to the
Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi), in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of such Section.
Converted Mortgage Loan: Any Group II Loan for which the related Mortgage
Rate has converted from an adjustable rate to a fixed rate.
Cooperative: A private, cooperative housing corporation organized
under the laws of, and headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings located in the State of
New York, including apartments, spaces used for commercial purposes and common
areas therein and whose board of directors authorizes, among other things, the
sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the Mortgagor has an
exclusive right to occupy pursuant to the terms of a proprietary lease or
occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the Cooperative
Apartment occupied by the Mortgagor and relating to the related Cooperative
Stock, which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
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 00000-0000, Attention: RAMPI, Series 2000-RS4.
Corrected Mortgage Loan: Any Multifamily Loan which is no longer a
Specially Serviced Mortgage Loan as a result of the curing of any event of
default under such Specially
10
Serviced Mortgage Loan through a modification, restructuring or workout
negotiated by the Master Servicer, or a Special Servicer on its behalf, and
evidenced by a signed writing.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates and for the Insurer, for the
holders of certain other interests in mortgage loans serviced or sold by the
Master Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.07 shall be deposited directly. Any such account or accounts shall be
an Eligible Account.
Custodial Agreement: An agreement that may be entered into among
the Depositor, the Master Servicer, the Trustee and a Custodian in substantially
the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement and
reasonably acceptable to the Insurer.
Cut-off Date: December 1, 2000.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto (or due during the month of
December 2000), whether or not received, exclusive of any Arrearages.
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.
Deferred Interest: With respect to any Neg Am Loan, as of any Due
Date, the amount, if any, by which the Mortgage Loan Accrued Interest for such
Due Date exceeds the Monthly Payment for such Due Date and which amount,
pursuant to the terms of the Mortgage Note, is added to the principal balance of
the Mortgage Loan.
Deficiency Amount: With respect to the Class A Certificates as of
any Distribution Date, (i) any shortfall in amounts available in the Certificate
Account to pay Accrued Certificate Interest for the related Interest Accrual
Period on the Certificate Principal Balance of the Class A Certificates at the
then-applicable Pass-Through Rate, net of any interest shortfalls relating to
Deferred Interest, the Relief Act or Prepayment Interest Shortfalls allocated to
the Class A Certificates, (ii) the principal portion of any Realized Losses
allocated to such Class A Certificates with respect to such Distribution Date
and (iii) the Certificate Principal Balance of the Class A Certificates to the
extent unpaid on the earlier of the Distribution Date occurring in December 2032
and the Final Distribution Date or earlier termination of the Trust Fund
pursuant to Section 9.01(a) hereof. The Deficiency Amount does not include any
Basis Risk Shortfalls.
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Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquency Ratio: With respect to the Mortgage Loans and any
Distribution Date, the percentage equivalent of a fraction (a) the numerator of
which equals the sum of (i) 100% of the aggregate Stated Principal Balance of
all Mortgage Loans that are 90 or more days Delinquent, ( (ii) 75% of the
aggregate Stated Principal Balance of all Mortgage Loans that are in foreclosure
and (iii) 100% of the aggregate Stated Principal Balance of all Mortgage Loans
that are converted to REO Properties, in each case as of the last day of the
related Due Period and (b) the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of such Due Period.
Delinquent: As used herein, a Mortgage Loan is considered to be:
"30 to 59 days" or "30 or more days" delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the next
following monthly scheduled due date; "60 to 89 days" or "60 or more days"
delinquent when a payment due on any scheduled due date remains unpaid as of the
close of business on the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date. As used hereunder, a Mortgage Loan that is a Re-Performing
Loan is not Delinquent so long as that Mortgage Loan is making timely payments
under the related repayment plan or bankruptcy plan, and the length of
delinquency of any such Mortgage Loan at any time for purposes of this Agreement
shall be as of the time such Mortgage Loan became delinquent with respect to the
related plan or agreement, and only with respect to the related Monthly Payment.
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(3) 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.
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Designated Subservicer: Either HomeComings, Cenlar Federal
Savings Bank or GMAC Mortgage Corporation, in each case as Subservicer of
certain of the Mortgage Loans as of the Closing Date.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the
20th day (or if such 20th day is not a Business Day, the Business Day
immediately following such 20th day) of the month of the related Distribution
Date.
Directly Operate: With respect to any REO Property relating to a
Multifamily Loan, the furnishing or rendering of services to the tenants thereof
that are not customarily provided to tenants in connection with the rental of
space for occupancy only within the meaning of Treasury Regulations Section
1.512(h)-1(c)(5), the management or operation of such REO Property, the holding
of such REO Property primarily for sale to customers or any use of such REO
Property in a trade or business conducted by the Trust Fund other than through
an Independent Contractor; provided, however, that the Master Servicer, or any
Special Servicer on its behalf, on behalf of the Trust Fund, shall not be
considered to Directly Operate an REO Property solely because the Master
Servicer, or any Special Servicer on its behalf, on behalf of the Trust Fund,
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property.
Disposition Fee: With respect to any Specially Serviced Mortgage
Loan or REO Property which is sold or transferred or otherwise liquidated
(except in connection with (i) a repurchase pursuant to Section 2.03, (ii) the
termination of the Trust Fund pursuant to Section 9.01(a) or (iii) the purchase
of a Mortgage Loan by the Depositor, the Master Servicer or any Special Servicer
pursuant to Section 3.23), including by reason of condemnation of the related
Mortgaged Property or REO Property, as applicable, an amount equal to the
product of (I) the excess, if any, of (a) the Liquidation Proceeds of such
Specially Serviced Mortgage Loan or REO Property over (b) any broker's
commission and related brokerage referral fees, and (II) 1%.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which includes
any of the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) and (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code. A Disqualified Organization also includes any "electing large
partnership," as defined in Section 775(a) of the Code and any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause either
REMIC or any Person having an Ownership Interest in
13
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 calendar month of
such Distribution Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of Bank One,
National Association, or (B) an account or accounts maintained in the corporate
asset services department of Bank One, National Association as long as its short
term debt obligations are rated P-1 (or the equivalent) or better by each Rating
Agency, and its long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust division of Bank
One, National Association, 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).
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Amount
on such Distribution Date over (b) the Required Overcollateralization Amount.
Excess Realized Loss: Any Realized Loss on a Mortgage Loan, other than a
Group
14
I or Group II Excess Fraud Loss, Group I or Group II Excess Special Hazard Loss,
Group I or Group II Excess Bankruptcy Loss or Group I or Group II Extraordinary
Loss, to the extent that the amount of such Realized Loss, plus the aggregate
amount of such Realized Losses on all of the Mortgage Loans since the Cut-off
Date, is in excess of 9.70% of the sum of the Group I Cut-off Date Balance and
the Group II Cut-off Date Balance.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or resulting in a loss
which causes the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting 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; or
4. any weapon of war employing atomic fission or radioactive
force whether in time of peace or war; or
5. insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering,
combatting 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.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
15
FHA: The Federal Housing Administration, or its successor.
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.
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.
Foreclosure Restricted Loan: A Mortgage Loan which was between 60
and 89 days delinquent as of the Cut-off Date; provided, that such Mortgage Loan
will no longer be a Foreclosure Restricted Loan if such Mortgage Loan was
between 60 and 89 days delinquent as of the Cut-off Date, it becomes current for
three consecutive Monthly Payments after the Cut-off Date.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Xxxxxxx Mac: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Gross Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until
the next Adjustment Date.
Group I Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group I
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group I Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
I Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group I Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in
16
respect of the Group I Loans and (v) any amount deposited in the Certificate
Account pursuant to Section 4.07 or 9.01 in respect of the Group I Loans,
reduced by (b) the sum as of the close of business on the immediately preceding
Determination Date of (x) the Amount Held for Future Distribution with respect
to the Group I Loans, (y) amounts permitted to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Group I Loans pursuant to
clauses (ii)-(x), inclusive, of Section 3.10(a) and (z) the Certificate Insurer
Premium payable with respect to the Class A-I Certificates on such Distribution
Date.
Group II Available Distribution Amount: As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating to the Group II
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans that are Group II Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the Group
II Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section
3.12(a) in respect of the Group II Loans, (iv) any amount that the Master
Servicer is not permitted to withdraw from the Custodial Account pursuant to
Section 3.16(e) in respect of the Group II Loans and (v) any amount deposited in
the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Group
II Loans, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (x) the Amount Held for Future Distribution with
respect to the Group II Loans, (y) amounts permitted to be withdrawn by the
Master Servicer from the Custodial Account in respect of the Group II Loans
pursuant to clauses (ii)- (x), inclusive, of Section 3.10(a) and (z) the
Certificate Insurer Premium payable with respect to the Class A-II Certificates
on such Distribution Date.
Group I Bankruptcy Amount: As of any date of determination, an
amount equal to $100,000, less the sum of any amounts allocated through Section
4.05 for Bankruptcy Losses on the Group I Loans up to such date of
determination. The Group I Bankruptcy Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-I Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency without taking into account the Policy, and (ii) provide a
copy of such written confirmation to the Trustee and the Insurer.
Notwithstanding the foregoing, the Group I Bankruptcy Amount will not be reduced
as a result of Bankruptcy Losses on the Multifamily Loans.
Group II Bankruptcy Amount: As of any date of determination, an
amount equal to $100,000, less the sum of any amounts allocated through Section
4.05 for Bankruptcy Losses on the Group II Loans up to such date of
determination. The Group II Bankruptcy Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and written confirmation from each
Rating Agency that such reduction shall not reduce the rating assigned to the
Class A-II Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency without taking into account the Policy, and
(ii) provide a copy of such written
17
confirmation to the Trustee and the Insurer.
Group I Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Amounts previously paid by
the Insurer under the Policy in respect of the Class A-I Certificates (other
than those attributable to Group I Excess Losses) minus (a) the aggregate of all
payments previously made to the Insurer pursuant to Section 4.02(c)(v) or
4.02(d)(vi) hereof as reimbursement for such Insured Amounts, plus (b) interest
thereon from the date such amounts became due until paid in full, at a rate of
interest equal to the Late Payment Rate.
Group II Cumulative Insurance Payments: As of any time of
determination, the aggregate amount of all Insured Amounts previously paid by
the Insurer under the Policy in respect of the Class A-II Certificates (other
than those attributable to Group II Excess Losses) minus (a) the aggregate of
all payments previously made to the Insurer pursuant to Section 4.02(c)(vi) or
4.02(d)(v) hereof as reimbursement for such Insured Amounts, plus (b) interest
thereon from the date such amounts became due until paid in full, at a rate of
interest equal to the Late Payment Rate.
Group I Cut-off Date Balance: $171,990,893.
Group II Cut-off Date Balance: $139,323,147.
Group I Diverted Excess Spread: Any amount otherwise payable as
Accrued Certificated Interest on the Class SB-I Certificate that, pursuant to
Section 4.02(c), is used to increase the Group II Overcollateralization Amount
or is used to offset Realized Losses on any Group II Loans. Any reduction in the
Group II Overcollateralization Amount shall first reduce the Group I Diverted
Excess Spread until it is reduced to zero, and in the event that such reduction
is due to an Overcollateralization Reduction Amount the amount of such reduction
shall be payable to the Class SB- I Certificates to the extent of the Group I
Diverted Excess Spread. No interest will accrue on the Group I Diverted Excess
Spread.
Group II Diverted Excess Spread: Any amount otherwise payable as
Accrued Certificated Interest on the Class SB-II Certificate that, pursuant to
Section 4.02(d), is used to increase the Group I Overcollateralization Amount or
is used to offset Realized Losses on any Group I Loans. Any reduction in the
Group I Overcollateralization Amount shall first reduce the Group II Diverted
Excess Spread until it is reduced to zero, and in the event that such reduction
is due to an Overcollateralization Reduction Amount the amount of such reduction
shall be payable to the Class SB- II Certificates to the extent of the Group I
Diverted Excess Spread. No interest will accrue on the Group II Diverted Excess
Spread.
Group I Excess Bankruptcy Loss: With respect to the Group I Loans
(other than the Multifamily Loans), any Bankruptcy Loss on the Group I Loans, or
portion thereof, which exceeds the then-applicable Group I Bankruptcy Amount.
Group II Excess Bankruptcy Loss: With respect to the Group II
Loans, any Bankruptcy Loss on the Group II Loans, or portion thereof, which
exceeds the then-applicable Group II Bankruptcy Amount.
18
Group I Excess Cash Flow: As defined in Section 4.02(c)(iii).
Group II Excess Cash Flow: As defined in Section 4.02(d)(iii).
Group I Excess Fraud Loss: With respect to the Group I Loans, any
Fraud Loss on the Group I Loans, or portion thereof, which exceeds the
then-applicable Group I Fraud Loss Amount.
Group II Excess Fraud Loss: With respect to the Group II Loans,
any Fraud Loss on the Group II Loans, or portion thereof, which exceeds the
then-applicable Group II Fraud Loss Amount.
Group I Excess Loss: Any (i) Group I Excess Fraud Loss, Group I
Excess Special Hazard Loss, Group I Excess Bankruptcy Loss or Group I
Extraordinary Loss or (ii) any Excess Realized Loss on a Group I Loan.
Group II Excess Loss: Any (i) Group II Excess Fraud Loss, Group
II Excess Special Hazard Loss, Group II Excess Bankruptcy Loss or Group II
Extraordinary Loss or (ii) any Excess Realized Loss on a Group II Loan.
Group I Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group I Overcollateralization
Amount on such Distribution Date over (b) the Group I Required
Overcollateralization Amount.
Group II Excess Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the Group II Overcollateralization
Amount on such Distribution Date over (b) the Group II Required
Overcollateralization Amount.
Group I Excess Special Hazard Loss: With respect to the Group I
Loans, any Special Hazard Loss on the Group I Loans, or portion thereof, that
exceeds the then-applicable Group I Special Hazard Amount.
Group II Excess Special Hazard Loss: With respect to the Group II
Loans, any Special Hazard Loss on the Group II Loans, or portion thereof, that
exceeds the then-applicable Group II Special Hazard Amount.
Group I Extraordinary Losses: Any loss incurred on a Group I Loan caused by
or resulting from an Extraordinary Event.
Group II Extraordinary Losses: Any loss incurred on a Group II Loan caused
by or resulting from an Extraordinary Event.
Group I 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 Group I Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group I Loans allocated through Subordination,
19
in accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Group I Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Group I Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group I Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
from the second to the fifth anniversary of the Cut-off Date, an amount equal to
(1) the lesser of (a) the Group I Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the Group I Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Group I Loans allocated
through Subordination, in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date the Group I Fraud Loss Amount shall be
zero.
The Group I Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to the Class A-I Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency, without taking into account the Policy; and
(ii) provide a copy of such written confirmation to the Trustee and the Insurer.
Group II Fraud Loss Amount: As of any date of determination after
the Cut-off Date, an amount equal to (X) prior to the first anniversary of the
Cut-off Date an amount equal to 3.00% of the aggregate outstanding principal
balance of all of the Group II Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses on the Group II Loans allocated through Subordination, in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Group II Fraud Loss Amount as of
the most recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Group II Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Group II Loans
allocated through Subordination, in accordance with Section 4.05 since the most
recent anniversary of the Cut-off Date up to such date of determination, and (Z)
from the second to the fifth anniversary of the Cut-off Date, an amount equal to
(1) the lesser of (a) the Group II Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate outstanding
principal balance of all of the Group II Loans as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses on the Group II Loans allocated
through Subordination, in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination. On and after
the fifth anniversary of the Cut-off Date the Group II Fraud Loss Amount shall
be zero.
The Group II Fraud Loss Amount may be further reduced by the
Master Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer shall
(i) obtain written approval from the Insurer and obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to the Class A-II Certificates by such Rating Agency below the lower of the
then-current
20
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency, without taking into account the Policy; and (ii) provide a
copy of such written confirmation to the Trustee and the Insurer.
Group I Interest Distribution Amount: As defined in Section 4.02(c)(i).
Group II Interest Distribution Amount: As defined in Section 4.02(d)(i).
Group I Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-1.
Group II Loan: The Mortgage Loans designated on the Mortgage Loan Schedule
attached hereto as Exhibit F-2.
Group I Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group I Loans before giving effect to distributions of principal
to be made on such Distribution Date over (b) the aggregate Certificate
Principal Balance of the Class A-I Certificates immediately prior to such date.
Group II Overcollateralization Amount: With respect to any
Distribution Date, the excess, if any, of (a) the aggregate Stated Principal
Balances of the Group II Loans before giving effect to distributions of
principal to be made on such Distribution Date over (b) the aggregate
Certificate Principal Balance of the Class A-II Certificates immediately prior
to such date.
Group I Overcollateralization Increase Amount: With respect to
any Distribution Date, the lesser of (a) the Group I Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section 4.02(c)(viii)
plus the Group II Excess Cash Flow for such Distribution Date available to make
payments pursuant to Section 4.02(d)(vii) and (ix), and (b) the excess of (1)
the Group I Required Overcollateralization Amount for such Distribution Date
over (2) the Group I Overcollateralization Amount for such Distribution Date.
Group II Overcollateralization Increase Amount: With respect to
any Distribution Date, the lesser of (a) the Group II Excess Cash Flow for such
Distribution Date available to make payments pursuant to Section 4.02(d)(viii)
plus the Group I Excess Cash Flow for such Distribution Date available to make
payments pursuant to Section 4.02(c)(vii) and (ix), and (b) the excess of (1)
the Group II Required Overcollateralization Amount for such Distribution Date
over (2) the Group II Overcollateralization Amount for such Distribution Date.
Group I Overcollateralization Reduction Amount: With respect to
any Distribution Date, to the extent the Group I Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Group I Overcollateralization
Reduction Amount shall be equal to any amounts relating to principal which would
otherwise be distributed to the holders of the Class A-I Certificates on such
Distribution Date.
Group II Overcollateralization Reduction Amount: With respect to any
Distribution Date, to the extent the Group II Excess Overcollateralization
Amount is, after taking into account
21
all other distributions to be made on such Distribution Date, greater than zero,
the Group II Overcollateralization Reduction Amount shall be equal to any
amounts relating to principal which would otherwise be distributed to the
holders of the Class A-II Certificates on such Distribution Date.
Group I Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group I
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group II Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of each Group II
Loan that was an Outstanding Mortgage Loan on the Due Date immediately preceding
the Due Period preceding such date of determination.
Group I Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the excess of (i) the Group I Available
Distribution Amount over (ii) the Group I Interest Distribution Amount and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan that is a Group I Loan;
(ii) the Stated Principal Balance of any Group I Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a
Deleted Mortgage Loan that is a Group I Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group I Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period (or deemed to have
been so received) to the extent applied by the Master
Servicer as recoveries of principal of the Group I Loans
pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses or Group II Excess Losses) incurred
(or deemed to have been incurred) on any Group I Loans in
the calendar month preceding such Distribution Date to the
extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
(v) the amount of any Group I Overcollateralization Increase
Amount for such Distribution Date;
minus
22
(vi) the amount of any related Group I Overcollateralization
Reduction Amount for such Distribution Date.
Group II Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the excess of (i) the Group II Available
Distribution Amount over (ii) the Group II Interest Distribution Amount and (b)
the sum of:
(i) the principal portion of each Monthly Payment received or
Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan that is a Group II Loan;
(ii) the Stated Principal Balance of any Group II Loan
repurchased during the related Prepayment Period (or
deemed to have been so repurchased in accordance with
Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall deposited in the
Custodial Account in connection with the substitution of a
Deleted Mortgage Loan that is a Group II Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections
on the Group II Loans (including, without limitation,
Principal Prepayments in Full, Curtailments, Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) received
during the related Prepayment Period (or deemed to have
been so received) to the extent applied by the Master
Servicer as recoveries of principal of the Group II Loans
pursuant to Section 3.14;
(iv) the principal portion of any Realized Losses (other than
Group I Excess Losses or Group II Excess Losses) incurred
(or deemed to have been incurred) on any Group II Loans in
the calendar month preceding such Distribution Date to the
extent covered by Group I Excess Cash Flow or Group II
Excess Cash Flow for such Distribution Date; and
(v) the amount of any Group II Overcollateralization Increase
Amount for such Distribution Date;
minus
(vi) the amount of any related Group II Overcollateralization
Reduction Amount for such Distribution Date; and
(vii) the amount of any Deferred Interest paid out of principal
collections on the Group II Loans as part of the Group II
Interest Distribution Amount for that distribution date.
Group I Required Overcollateralization Amount: As of any Distribution Date,
(a) if such Distribution Date is prior to the Group I Stepdown Date, 2.20% of
the Group I Cut-off Date
23
Balance, or (b) if such Distribution Date is on or after the Group I Stepdown
Date, the greatest of (i) 4.40% of the then current aggregate Stated Principal
Balances of the Group I Loans as of the end of the related Due Period, (ii) the
aggregate Stated Principal Balance of the Group I Loans with the three largest
Stated Principal Balances in the Trust Fund as of such Distribution Date, (iii)
0.50% of the Group I Cut-off Date Balance and (iv) an amount equal to (a) 2
(two) times (b) the excess of (x) 37.50% of the aggregate Stated Principal
Balance of the Group I Loans which are 90 days or more Delinquent as of such
Distribution Date over (y) 5 (five) times the Group I Excess Cash Flow for such
Distribution Date. The initial amount of overcollateralization with respect to
the Group I Loans is equal to 0.00%.
The Group I Required Overcollateralization Amount may be reduced with
the prior written consent of the Insurer and prior notification to the Rating
Agencies.
Group II Required Overcollateralization Amount: As of any
Distribution Date, (a) if such Distribution Date is prior to the Group II
Stepdown Date, 5.00% of the Group II Cut-off Date Balance, or (b) if such
Distribution Date is on or after the Group II Stepdown Date, the greatest of (i)
10.00% of the then current aggregate Stated Principal Balances of the Group II
Loans as of the end of the related Due Period, (ii) the aggregate Stated
Principal Balance of the Group II Loans with the three largest Stated Principal
Balances in the Trust Fund as of such Distribution Date, (iii)0.50% of the Group
II Cut-off Date Balance and (iv) an amount equal to (a) 2 (two) times (b) the
excess of (x) 37.50% of the aggregate Stated Principal Balance of the Group II
Loans which are 90 days or more Delinquent as of such Distribution Date over (y)
5 (five) times the Group II Excess Cash Flow for such Distribution Date. The
initial amount of overcollateralization with respect to the Group II Loans is
equal to 2.00%.
The Group II Required Overcollateralization Amount may be reduced with
the prior written consent of the Insurer and prior notification to the Rating
Agencies.
Group I Special Hazard Amount: As of any Distribution Date, an
amount equal to $3,243,751 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the Group I Loans through Subordination in accordance
with Section 4.05 and (ii) the Group I Adjustment Amount (as defined below) as
most recently calculated. For each anniversary of the Cut- off Date, the "Group
I Adjustment Amount" shall be equal to the amount, if any, by which the amount
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Group I Adjustment Amount for such anniversary) exceeds the
greater of (A) the greatest of (i) twice the outstanding principal balance of
the Group I Loan that has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Group I Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Group I Loans in any single five-digit California zip
code area with the largest amount of Group I Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Group I Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the Group
I Loans secured by Mortgaged Properties located in the State of California
divided by the aggregate
24
outstanding principal balance (as of the immediately preceding Distribution
Date) of all of the Group I Loans, expressed as a percentage, and the
denominator of which is equal to 18.51% (which percentage is equal to the
percentage of Group I Loans initially secured by Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Group I Loan
secured by a Mortgaged Property located in the State of California.
The Group I Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain the
written approval of the Insurer and obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class A-I
Certificates without regard to the Policy by such Rating Agency below the lower
of the then- current rating or the rating assigned to such Certificates as of
the Closing Date by such Rating Agency.
Group II Special Hazard Amount: As of any Distribution Date, an
amount equal to $3,017,318 minus the sum of (i) the aggregate amount of Special
Hazard Losses allocated to the Group II Loans through Subordination in
accordance with Section 4.05 and (ii) the Group II Adjustment Amount (as defined
below) as most recently calculated. For each anniversary of the Cut- off Date,
the "Group II Adjustment Amount" shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Group II Adjustment Amount for such anniversary)
exceeds the greater of (A) the greatest of (i) twice the outstanding principal
balance of the Group II Loan that has the largest outstanding principal balance
on the Distribution Date immediately preceding such anniversary, (ii) the
product of 1.00% multiplied by the outstanding principal balance of all Group II
Loans on the Distribution Date immediately preceding such anniversary and (iii)
the aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Group II Loans in any single five-digit California zip
code area with the largest amount of Group II Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Group II Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the Group
II Loans secured by Mortgaged Properties located in the State of California
divided by the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of all of the Group II Loans, expressed as a
percentage, and the denominator of which is equal to 22.98% (which percentage is
equal to the percentage of Group II Loans initially secured by Mortgaged
Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Group II Loan secured by a Mortgaged Property located in
the State of California.
The Group II Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which coverage is reduced)
provided that prior to any such reduction, the Master Servicer shall obtain the
written approval of the Insurer and obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned to the Class
A-II Certificates without regard to the Policy by such Rating Agency below the
lower of the then- current rating or the rating assigned to such Certificates as
of the Closing Date by such
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Rating Agency.
Group I Stepdown Date: The later to occur of (i) the Distribution
Date occurring in July 2003 and (ii) the Distribution Date on which the
aggregate Stated Principal Balance of the Group I Loans is less than one-half of
the Group I Cut-off Date Balance.
Group II Stepdown Date: The later to occur of (i) the
Distribution Date occurring in July 2003 and (ii) the Distribution Date on which
the aggregate Stated Principal Balance of the Group II Loans is less than
one-half of the Group II Cut-off Date Balance.
Group I Weighted Average Net Mortgage Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group
I Loans, weighted on the basis of the respective Stated Principal Balances
thereof immediately preceding such Distribution Date.
Group II Weighted Average Net Mortgage Rate: With respect to any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group
II Loans, weighted on the basis of the respective Stated Principal Balances
thereof immediately preceding such Distribution Date.
Group II Weighted Average Actual/360 Net Mortgage Rate: With
respect to any Distribution Date, the product of (i) the Group II Weighted
Average Net Mortgage Rate and (ii) a fraction equal to 30 divided by the actual
number of days in the related Interest Accrual Period.
Hazardous Materials: Any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other
environmental laws now existing, and specifically including, without limitation,
asbestos and asbestos- containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory", "usable work in progress" or similar
classification which would, if classified unusable, be included in the foregoing
definition.
High Cost Loan: The Mortgage Loans set forth hereto as Exhibit O
that are subject to special rules, disclosure requirements and other provisions
that were added to the Federal Truth in Lending Act by the Home Ownership and
Equity Protection Act of 1994.
HomeComings: HomeComings Financial Network, Inc., a wholly-owned subsidiary
of Residential Funding.
Independent: When used with respect to any specified Person,
means such a Person who (i) is in fact independent of the Depositor, the Master
Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect financial interest in the
Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and
(iii) is not connected with the Depositor, the Master Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
26
Independent Contractor: Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any
Class or 35% of more of the aggregate value of all Classes of Certificates),
provided that the Trust Fund does not receive or derive any income from such
Person and the relationship between such Person and the Trust Fund is at arm's
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that the Master Servicer, or any Special Servicer on its behalf, shall
not be considered to be an Independent Contractor under the definition of this
clause (i) unless an Opinion of Counsel (obtained at the expense of the Master
Servicer, or any Special Servicer on its behalf) addressed to the Master
Servicer, or any Special Servicer on its behalf, and the Trustee has been
delivered to the Trustee to the effect that the Master Servicer, or any Special
Servicer on its behalf, meets the requirements of such definition) or (ii) any
other Person (including the Master Servicer, or any Special Servicer on its
behalf) if the Master Servicer, or any Special Servicer on its behalf, on behalf
of itself and the Trustee, has received an Opinion of Counsel (obtained at the
expense of the party seeking to be deemed an Independent Contractor) to the
effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard tot he exception
applicable for purposes of Section 860D(a) of the Code) or cause any income
realized with respect to such REO Property to fail to qualify as Rents from Real
Property (provided that such income would otherwise so qualify).
Index: With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the related Mortgage
Note.
Initial Certificate Principal Balance: With respect to each Class
of Certificates, the Certificate Principal Balance of such Class of Certificates
as of the Cut-off Date as set forth in the Preliminary Statement hereto.
Insurance Account: The account or accounts created and maintained
pursuant to Section 4.08, which shall be entitled "Bank One, National
Association, as trustee, in trust for the registered holders of Residential
Asset Mortgage Products, Inc., Mortgage Asset-Backed Pass- Through Certificates,
Series 2000-RS4," and which must be an Eligible Account.
Insurance Agreement: The Insurance and Indemnity Agreement, dated as of
December 27, 2000, among the Insurer, the Trustee, the Master Servicer and the
Depositor.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans pursuant to any Primary Insurance Policy or any other related insurance
policy covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insured Amount: With respect to the Class A Certificates, as of any
Distribution Date,
27
the Deficiency Amount, if any, for such Distribution Date.
Insurer: Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance
corporation or its successors in interest.
Insurer Account: An account of the Insurer maintained at Citibank, N.A.
(ABA No. 021-000089), Account No. 00000000, Attention: Xxxxxx Xxxxxx, or such
other account as may be designated by the Insurer to the Trustee in writing not
less than five Business Days prior to the related Distribution Date.
Insurer Default: The existence and continuance of any of the
following: (a) a failure by the Insurer to make a payment required under the
Policy in accordance with its terms; or (b)(i) the Insurer (A) files any
petition or commences any case or proceeding under any provision or chapter of
the Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes
a general assignment for the benefit of its creditors, or (C) has an order for
relief entered against it under the Bankruptcy Code or any other similar federal
or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or (ii) a court of competent
jurisdiction, the Wisconsin insurance department or other competent regulatory
authority enters a final and nonappealable order, judgment or decree (A)
appointing a custodian, trustee, agent or receiver for the Insurer or for all or
any material portion of its property or (B) authorizing the taking of possession
by a custodian, trustee, agent or receiver of the Insurer (or the taking of
possession of all or any material portion of the property of the Insurer).
Interest Accrual Period: With respect to the Class A-I
Certificates, the Class SB-I Certificates and any Distribution Date, the prior
calendar month. With respect to the A-II Certificates and Class SB-II
Certificates (i) with respect to the Distribution Date in January 2001, the
period commencing the Closing Date and ending on the day preceding the
Distribution Date in January 2001, and (ii) with respect to any Distribution
Date after the Distribution Date in January 2001, the period commencing on the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs and ending on the day preceding such Distribution Date.
Interim Certification: As defined in Section 2.02.
Interested Person: As of any date of determination, the
Depositor, the Master Servicer, any Special Servicer, the Insurer, the Trustee,
any Mortgagor, any Manager of a Mortgaged Property, any Independent Contractor
engaged by the Master Servicer or a Special Servicer pursuant to Section 3.22,
or any Person known to a Responsible Officer of the Trustee to be an Affiliate
of any of them.
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Late Payment Rate: As defined in the Insurance Agreement.
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LIBOR: With respect to any Distribution Date, the arithmetic mean
of the London interbank offered rate quotations for one-month U.S. Dollar
deposits, expressed on a per annum basis, determined in accordance with Section
1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday
or (ii) a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the second LIBOR Business Day immediately preceding the commencement of
the related Interest Accrual Period.
Liquidation Expenses: Expenses incurred by the Master Servicer,
or a Special Servicer on its behalf, and the Trustee in connection with the
liquidation of any Specially Serviced Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions, conveyance
taxes and Disposition Fees).
Liquidation Proceeds: Amounts (other than Insurance Proceeds)
received by the Master Servicer in connection with (i) the taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) in connection with the liquidation of a Mortgaged Property or other
collateral that constituted security for a Specially Serviced Mortgage Loan
through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds,
or (iii) the sale of a Specially Serviced Mortgage Loan pursuant to Section
3.23.
Loan Agreement: With respect to any Multifamily Loan, the loan
agreement, if any, between the originator and the Mortgagor, pursuant to which
such Multifamily Loan was made.
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.
Management Agreement: With respect to any Multifamily Loan, the
Management Agreement, if any, by and between the Manager and the related
Mortgagor, or any successor Management Agreement between such parties.
Manager: With respect to any Multifamily Loan, any property manager for the
related Mortgaged Property.
Marker Rate: With respect to the Class SB-I Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest
LT2-I, REMIC I Regular Interest LT3-I, REMIC I Regular Interest LT4-I, REMIC I
Regular Interest LT5-I and REMIC I Regular Interest LT6-I, with the rate on
REMIC I Regular Interest LT2-I subject to a cap equal to the lesser of (a) 6.82%
per annum and (b) the Group I Weighted Average Net Mortgage Rate for the purpose
of this calculation; with the rate on REMIC I Regular Interest LT3-I subject to
a cap equal to the lesser of (a) 6.71% per
29
annum and (b) the Group I Weighted Average Net Mortgage Rate for the purpose of
this calculation; with the rate on REMIC I Regular Interest LT4-I subject to a
cap equal to the lesser of (a) 6.84% per annum and (b) the Group I Weighted
Average Net Mortgage Rate for the purpose of this calculation; with the rate on
REMIC I Regular Interest LT5-I subject to a cap equal to the lesser of (a) 7.22%
per annum and (b) the Group I Weighted Average Net Mortgage Rate and (ii) after
the first possible Optional Termination Date, a per annum rate equal to the
lesser of (a) 7.72% per annum and (b) the Group I Weighted Average Net Mortgage
Rate for the purpose of this calculation; and with the rate on REMIC I Regular
Interest LT6-I subject to a cap of zero for the purpose of this calculation.
With respect to the Class SB-II Certificates and any Distribution Date,
a per annum rate equal to two (2) times the weighted average of the
Uncertificated REMIC I Pass-Through Rates for REMIC I Regular Interest LT2-II
and REMIC I Regular Interest LT3-II, with the rate on REMIC I Regular Interest
LT2-I subject to a cap equal to the least of (i) LIBOR plus the related Class
A-II Margin, (ii) the Maximum Class A-II Rate and (iii) the Group II Weighted
Average Actual/360 Net Mortgage Rate for the purpose of this calculation; and
with the rate on REMIC I Regular Interest LT3-II subject to a cap of zero for
the purpose of this calculation.
Maturity Date: With respect to each Class of Certificates of
regular interest issued by each of REMIC I and REMIC II, the latest possible
maturity date, solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, by which the Certificate Principal Balance of each such
Class of Certificates representing a regular interest in the Trust Fund would be
reduced to zero, which is December 25, 2032, which is the 384th Distribution
Date.
Maximum Class A-II Rate: With respect to the Class A-II Certificates and
any Interest Accrual Period, 14.00% per annum.
Maximum Mortgage Rate: As to any adjustable rate Mortgage Loan,
the rate indicated in Exhibit F-2 hereto as the "NOTE CEILING," which rate is
the maximum interest rate that may be applicable to such adjustable rate
Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any Group II Loan and any date
of determination, the Maximum Mortgage Rate minus the sum of (i) the rate at
which the related Subservicing Fee accrues, (ii) the Servicing Fee Rate, and
(iii) the Certificate Insurer Premium Modified Rate as of such date.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
Minimum Mortgage Rate: As to any adjustable rate Mortgage Loan, the greater
of
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(i) the Note Margin and (ii) the rate indicated in Exhibit F-2 hereto as the
"NOTE FLOOR", which rate may be applicable to such adjustable rate Mortgage Loan
at any time during the life of such adjustable rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the
subject of a Servicing Modification, the Net Mortgage Rate minus the rate per
annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any
REO Property) and the Due Date in any Due Period, the payment of principal and
interest due thereon in accordance with the amortization schedule at the time
applicable thereto (after adjustment, if any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or grace
period and before any Servicing Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan, the mortgage, deed of trust or other comparable instrument
creating a first or junior lien on an estate in fee simple or leasehold interest
in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement, including, without
limitation, with respect to each Multifamily Loan:
(a) a copy of the Management Agreement, if any, for the related Mortgaged
Property;
(b) a copy of any cash management or lock box agreement;
(c) a copy of any intercreditor agreement;
(d) a copy of the environmental insurance policy with respect to the
related Mortgaged Property, if any;
(e) any and all amendments, modifications and supplements to, and waivers
related to, any of the foregoing; and
31
(f) copies of the related appraisals, surveys, environmental
insurance agreements, environmental reports and other similar documents.
Mortgage Loan Accrued Interest: With respect to each Neg Am Loan
and each Due Date, the aggregate amount of interest accrued at the Mortgage Rate
in respect of such Mortgage Loan since the preceding Due Date (or in the case of
the initial Due Date, since the Cut-off Date) to but not including such Due Date
with respect to which the Mortgage Loan Accrued Interest is being calculated in
accordance with the terms of such Mortgage Loan, after giving effect to any
previous Principal Prepayments, Deficient Valuation or Debt Service Reduction in
respect of such Neg Am Loan.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached
hereto as Exhibit F-1 and Exhibit F-2 (as amended from time to time to reflect
the addition of Qualified Substitute Mortgage Loans), which lists shall set
forth at a minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE",
or "MATURITY DT" for Mortgage Loans and if such
Mortgage Loan is a Balloon Loan, the amortization
term thereof;
(iv) the Mortgage Rate as of the Cut-off Date ("ORIG RATE")
(v) the Mortgage Rate as of the Cut-off Date for an adjustable
rate Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any,
and interest as of the Cut-off Date ("ORIGINAL P &
I" or "CURRENT P & I" for the adjustable rate
Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence (the
absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE", indicating that the
Mortgage Loan is secured by a non-owner occupied residence
(the
32
absence of any such code means the Mortgage Loan is secured by an
owner occupied residence);
(xii)the Maximum Mortgage Rate for the adjustable rate Mortgage
Loans ("NOTE CEILING");
(xiii) the Maximum Net Mortgage Rate for the adjustable rate
Mortgage Loans ("NET CEILING");
(xiv)the Note Margin for the adjustable rate Mortgage Loans
("NOTE MARGIN");
(xv) the first Adjustment Date after the Cut-off Date for the
adjustable rate Mortgage Loans ("NXT INT CHG DT");
(xvi)the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC INCR");
(xvii) the rounding of the semi-annual or annual adjustment to
the Mortgage Rate with respect to the adjustable rate
Mortgage Loans ("NOTE METHOD"); and
(xviii) whether such Mortgage Loan is a Neg Am Loan ("MAX
NEG AM" greater than 100) or a Multifamily Loan.
Such schedules may consist of multiple reports that collectively
set forth all of the information required.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to time are held
or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally
so held being identified in the initial Mortgage Loan Schedule, and Qualified
Substitute Mortgage Loans held or deemed held as part of the Trust Fund
including, without limitation, (i) with respect to each Cooperative Loan, the
related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all
rights appertaining thereto, (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 and (iii) with respect to each Multifamily Loan,
the Loan Agreement.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne
by the related Mortgage Note, or any modification thereto other than a Servicing
Modification. The Mortgage Rate on the adjustable rate Mortgage Loans will
adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple
of one-eighth of one percent (0.125%) or up to the nearest one- eighth of one
percent, which are indicated by a "U" on Exhibit F-1 or Exhibit F-2 hereto, as
applicable, except in the case of the adjustable rate Mortgage Loans indicated
by an "X" on Exhibit F-1 or Exhibit F-2 hereto under the heading "NOTE METHOD"),
of the related Index plus the Note Margin, in each case subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Multifamily Loan: Each of the Mortgage Loans transferred and
assigned to the Trustee pursuant to Section 2.01, secured by a fee simple or
leasehold estate in a parcel of land improved by a multifamily property,
together with any personal property, fixtures, leases and other property or
rights pertaining thereto, as indicated in the Mortgage Loan Schedule.
Neg Am Loan: Any Mortgage Loan providing for negative amortization, as
indicated in the Mortgage Loan Schedule.
Net Collections: With respect to any Corrected Mortgage Loan, an amount
equal to all payments on account of interest and principal on such Mortgage
Loan.
Net Mortgage Rate: With respect to any Mortgage Loan as of any
date of determination, a per annum rate equal to the Adjusted Mortgage Rate for
such Mortgage Loan as of such date minus the sum of (i) the Servicing Fee Rate
and (ii) the Certificate Insurer Premium Modified Rate; provided that, with
respect to any Group II Loans, (i) the Net Mortgage Rate becoming effective on
any Adjustment Date shall not be greater or less than the Net Mortgage Rate
immediately prior to such Adjustment Date plus or minus the Periodic Cap
applicable to such Group II Loan and (ii) the Net Mortgage Rate for any Group II
Loan shall not exceed a rate equal to the Maximum Net Mortgage Rate for such
Group II Loan. Furthermore, with respect to each Multifamily Loan, the Net
Mortgage Rate shall be multiplied by a fraction equal to the number of days in
the prior calendar month divided by 30.
New Lease: Any lease of REO Property entered into on behalf of
the Trust Fund, including any lease renewed or extended on behalf of the Trust
Fund if the Trust Fund has the right to renegotiate the terms of such lease.
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 or REO Proceeds. To the extent that any Mortgagor
is not obligated
33
under the related Mortgage documents to pay or reimburse any portion of any
Advances that are outstanding with respect to the related Mortgage Loan as a
result of a modification of such Mortgage Loan by the Master Servicer, or any
Special Servicer on its behalf, which forgives unpaid Monthly Payments or other
amounts which the Master Servicer, or any Special Servicer on its behalf, had
previously advanced, and the Master Servicer, or any Special Servicer on its
behalf, determines that no other source of payment or reimbursement for such
advances is available to it, such Advances shall be deemed to be nonrecoverable;
provided, however, that in connection with the foregoing, the Master Servicer,
or any Special Servicer on its behalf, shall provide an Officers' Certificate as
described below. The determination by the Master Servicer, or any Special
Servicer on its behalf, that it has made a Nonrecoverable Advance shall be
evidenced by a certificate of a Servicing Officer, Responsible Officer or Vice
President or its equivalent or senior officer of the Master Servicer or Special
Servicer, as appropriate, delivered to the Depositor, the Trustee, the Insurer
and the Master Servicer setting forth such determination, which shall include
any other information or reports obtained by the Master Servicer, or any Special
Servicer on its behalf, such as property operating statements, rent rolls,
property inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above, the Trustee shall be entitled to rely
upon any determination by the Master Servicer that any Advance previously made
is a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in Exhibit F-2
hereto as the "NOTE MARGIN," which percentage is added to the Index on each
Adjustment Date to determine (subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such adjustable rate Mortgage
Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
Officers' Certificate: A certificate signed by the Chairman of
the Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master
Servicer, as the case may be, and delivered to the Trustee and the Insurer, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to
the Trustee, the Insurer and the Master Servicer, who may be counsel for the
Depositor or the Master Servicer, provided that any opinion of counsel (i)
referred to in the definition of "Disqualified Organization" or (ii) relating to
the qualification of REMIC I or REMIC II as REMICs or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Optional Termination Date: Any Distribution Date on or after
which the Stated Principal Balance (before giving effect to distributions to be
made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the
sum of the Group I Cut-off Date Balance and the Group
34
II Cut-off Date Balance.
Outstanding Mortgage Loan: As to the Due Date in any Due Period,
a Mortgage Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A-I-1 Certificates
and each Interest Accrual Period, a per annum rate equal to the lesser of (a)
6.82% per annum and (b) the Group I Weighted Average Net Mortgage Rate.
With respect to the Class A-I-2 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 6.71% per annum and
(b) the Group I Weighted Average Net Mortgage Rate.
With respect to the Class A-I-3 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 6.84% per annum and
(b) the Group I Weighted Average Net Mortgage Rate.
With respect to the Class A-I-4 Certificates and each Interest
Accrual Period, a per annum rate equal to the lesser of (a) 7.22% per annum and
(b) the Group I Weighted Average Net Mortgage Rate and (ii) after the first
possible Optional Termination Date, a per annum rate equal to the lesser of (a)
7.72% per annum and (b) the Group I Weighted Average Net Mortgage Rate.
With respect to the Class A-II Certificates and each Interest
Accrual Period, a per annum rate equal to the least of (i) LIBOR plus the Class
A-II Margin, (ii) the Maximum Class A-II Rate and (iii) the Group II Weighted
Average Actual/360 Net Mortgage Rate.
With respect to the Class SB-I Certificates and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (i)
through (vi) below, and the denominator of which is the aggregate principal
balance of the REMIC II Regular Interests relating to the Group I Loans. For
purposes of calculating the Pass-Through Rate for the Class SB-I Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT1-I minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT1-I;
(ii) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT2-I minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT2-I;
35
(iii) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT3-I minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT3-I;
(iv) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT4-I minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT4-I;
(v) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT5-I minus the Marker Rate, applied to a
notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT5-I;
(vi) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT6-I minus the Marker Rate applied to a
notional amount equal to the Uncertificated Balance of
LT6-I;
With respect to the Class SB-II Certificates and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (i)
through (iii) below, and the denominator of which is the aggregate principal
balance of the REMIC I Regular Interests relating to the Group II Loans. For
purposes of calculating the Pass-Through Rate for the Class SB-II Certificates,
the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT1-II minus the Marker Rate, applied to
a notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT1-II;
(ii) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT2-II minus the Marker Rate, applied to
a notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT2-II;
(iii) the Uncertificated Pass-Through Rate for REMIC I
Regular Interest LT3-II minus the Marker Rate, applied to
a notional amount equal to the Uncertificated Balance of
REMIC I Regular Interest LT3-II; and
Paying Agent: Bank One, National Association or any successor Paying Agent
appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate, the
undivided percentage ownership interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the same Class. The
Percentage Interest with respect to a Class SB or Class R Certificate shall be
stated on the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date
36
pursuant to the terms of the related Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of
a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper and
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to the
Insurer and each Rating Agency as a Permitted Investment hereunder and
will not reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
37
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean the
following: A-1 in the case of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's 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.
Phase I Environmental Assessment: A "Phase I environmental
assessment" as described in and meeting the criteria of the American Society of
Testing Materials Standard E 1527- 94 or any successor thereto published by the
American Society of Testing Materials.
Policy: The Certificate Guaranty Insurance Policy No. AB0425BE issued by
the Insurer in respect of the Class A Certificates, a copy of which is attached
hereto as Exhibit Q.
Prepayment Assumption: With respect to the Class A Certificates,
the prepayment assumption to be used for determining the accrual of original
issue discount and premium and market discount on such Certificates for federal
income tax purposes, which assumes a constant prepayment rate of 18% per annum
with respect to the fixed rate Mortgage Loans, and 25% per annum with respect to
the adjustable rate Mortgage Loans.
Prepayment Interest Shortfall: As to any Distribution Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar month, an amount equal to
one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance as
38
indicated on Exhibit F-1 and Exhibit F-2 with the exception of either code "23"
or "96" under the column "MI CO CODE."
Principal Prepayment: Any payment of principal or other recovery
on a Mortgage Loan, including a recovery that takes the form of Liquidation
Proceeds or Insurance Proceeds, which is received in advance of its scheduled
Due Date and is not accompanied by an amount as to interest representing
scheduled interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: The Residential Funding Seller Guide for mortgage
collateral sellers that participate in Residential Funding's standard mortgage
programs, and Residential Funding's Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate the servicing
of the Mortgage Loans (other than the Multifamily Loans).
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
and the Certificate Insurer Premium Modified Rate, if any, 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)) plus the Certificate
Insurer Premium Modified Rate, if any, in the case of a purchase made by the
Master Servicer) on the Stated Principal Balance thereof to the first day of the
month following the month of purchase from the Due Date to which interest was
last paid by the Mortgagor.
Qualified Environmental Consultant: An Independent Person, with
at least five years of relevant experience, who regularly conducts environmental
audits for purchasers of commercial properties located in the same general area
as the Mortgaged Property.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted
by Residential Funding or the Depositor for a Deleted Mortgage Loan which must,
on the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the
39
Assignment Agreement; (vi) in the case of the adjustable rate Mortgage Loans,
(w) have a Mortgage Rate that adjusts with the same frequency and based upon the
same Index as that of the Deleted Mortgage Loan, (x) have a Note Margin not less
than that of the Deleted Mortgage Loan; (y) have a Periodic Rate Cap that is
equal to that of the Deleted Mortgage Loan; and (z) have a next Adjustment Date
no later than that of the Deleted Mortgage Loan; and (vii) in the case of the
Multifamily Loans, (a) have a Phase I Environmental Assessment from a Qualified
Environmental Consultant relating to the related Mortgaged Property in its
Mortgage File; and (b) have an original debt service coverage ratio not lower
than the original debt service coverage ratio of the Deleted Mortgage Loan and
have a current debt service coverage ratio not lower than the then-current debt-
service coverage ratio of the Deleted Mortgage Loan.
Rating Agency: Standard & Poor's and Moody's. If either agency or
a successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor
and with respect to the Class A Certificates, the Insurer, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net
Mortgage Rate and the Certificate Insurer Premium Modified Rate from the Due
Date as to which interest was last paid or advanced to Certificateholders up to
the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced
to the extent such interest does not constitute Deferred Interest that has been
added to the principal balance of such Mortgage Loan, 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 the Certificate Insurer Premium Modified Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each
Mortgage Loan which is the subject of a Servicing Modification, (a) the amount
by which the interest portion of a Monthly Payment or the principal balance of
such Mortgage Loan was reduced, and (b) any such amount with respect to a
Monthly Payment that was or would have been due in the month immediately
following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect
to each Mortgage Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction. Notwithstanding the above, neither a
Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee and the
Insurer in writing that the Master Servicer is diligently pursuing any remedies
that may exist in connection with the representations and warranties made
regarding the related Mortgage Loan and either (A) the related Mortgage Loan is
not in default with regard to payments due thereunder or (B) delinquent payments
of principal and interest under the related
40
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 Interest: Any one of the regular interests in the Trust Fund.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If
Residential Funding Corporation is found by a court of competent jurisdiction to
no longer be able to fulfill its obligations as REMIC Administrator under this
Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint
a successor REMIC Administrator, acceptable to the Insurer, subject to
assumption of the REMIC Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive
of the Reserve Fund, which is not an asset of any REMIC), constituting a portion
of the primary trust created hereby and to be administered hereunder, with
respect to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof), consisting of:
(i) the Mortgage Loans (exclusive of any Arrearages) and the
related Mortgage Files;
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in December 2000) as shall be on deposit in the Custodial Account or
in the Certificate Account and identified as belonging to the Trust
Fund, other than any payments in respect of any Arrearages;
(iii) property which secured a Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy
pertaining to the Mortgage Loans, if any;
(v) the Policy; and
(vi) all proceeds of clauses (i) through (v) above.
REMIC I Group I Interest Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group I Loans then outstanding and (ii) the
Uncertificated Pass-Through Rate for REMIC I Regular Interest
41
LT1-I minus the related Marker Rate, divided by (b) 12.
REMIC I Group II Interest Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Group II Loans then outstanding and (ii) the
Uncertificated Pass-Through Rate for REMIC I Regular Interest LT1-II minus the
related Marker Rate divided by (b) 12.
REMIC I Group I Overcollateralized Amount: With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC I Regular Interests relating to Group I minus (ii) the
Uncertificated Principal Balances of REMIC I Regular Interest LT2-I, LT3-I,
LT4-I and LT5-I, in each case as of such date of determination.
REMIC I Group II Overcollateralized Amount: With respect to any
date of determination, (i) 1% of the aggregate Uncertificated Principal Balances
of the REMIC I Regular Interests relating to Group II minus (ii) the
Uncertificated Principal Balance of REMIC I Regular Interest LT2-II as of such
date of determination.
REMIC I Group I Principal Loss Allocation Amount: With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group I Loans then outstanding and (ii) 1 minus
a fraction, the numerator of which is two times the Uncertificated Principal
Balances of REMIC I Regular Interests LT2-I, LT3-I, LT4-I and LT5-I and the
denominator of which is the sum of the Uncertificated Principal Balances of
REMIC I Regular Interests LT2-I, LT3- I, LT4-I, LT5-I and LT6-I.
REMIC I Group II Principal Loss Allocation Amount: With respect
to any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Group II Loans then outstanding and (ii) 1 minus
a fraction, the numerator of which is two times the Uncertificated Principal
Balance of REMIC I Regular Interest LT2-II and the denominator of which is the
sum of the Uncertificated Principal Balances of REMIC I Regular Interests LT2-II
and LT3-II.
REMIC I Regular Interest LT1-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT2-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT3-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
42
REMIC I Regular Interest LT4-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT5-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT6-I: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT6-I Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the REMIC I Regular Interest LT6-I Uncertificated
Pass-Through Rate and an Uncertificated Principal Balance equal to the
Uncertificated Principal Balance of REMIC I Regular Interest LT6-I minus the
REMIC I Group I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC I Regular Interest
LT2-I with the rate on REMIC I Regular Interest LT2-I subject to a cap equal to
the lesser of (a) 6.82% per annum and (b) the Group I Weighted Average Net
Mortgage Rate for the purpose of this calculation; Uncertificated Accrued
Interest on REMIC I Regular Interest LT3-I with the rate on REMIC I Regular
Interest LT3-I subject to a cap equal to the lesser of (a) 6.71% per annum and
(b) the Group I Weighted Average Net Mortgage Rate for the purpose of this
calculation, Uncertificated Accrued Interest on REMIC I Regular Interest LT4-I
with the rate on REMIC I Regular Interest LT4-I subject to a cap equal to the
lesser of (a) 6.84% per annum and (b) the Group I Weighted Average Net Mortgage
Rate for the purpose of this calculation and Uncertificated Accrued Interest on
REMIC I Regular Interest LT5-I with the rate on REMIC I Regular Interest LT5-I
subject to a cap equal to the lesser of (a) 7.22% per annum and (b) the Group I
Weighted Average Net Mortgage Rate and (ii) after the first possible Optional
Termination Date, a per annum rate equal to the lesser of (a) 7.72% per annum
and (b) the Group I Weighted Average Net Mortgage Rate for the purpose of this
calculation for such Distribution Date.
REMIC I Required Group I Overcollateralized Amount: 1% of the
Group I Required Overcollateralization Amount.
REMIC I Regular Interest LT1-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT2-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal the related Uncertificated Principal Balance, that bears interest at the
related Uncertificated Pass-Through Rate, and that has such other
43
terms as are described herein.
REMIC I Regular Interest LT3-II: A regular interest in REMIC I
that is held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC I Regular Interest LT3-II Maximum Interest Deferral Amount:
With respect to any Distribution Date, the excess of (i) Uncertificated Accrued
Interest calculated with the REMIC I Regular Interest LT3-II Uncertificated
Pass-Through Rate and an Uncertificated Principal Balance equal to the
Uncertificated Principal Balance of REMIC I Regular Interest LT3-II minus the
REMIC I Group II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Accrued Interest on REMIC I Regular Interest
LT2-II with the rate on REMIC I Regular Interest LT2-I subject to a cap equal to
the least of (a) LIBOR plus the related Class A Margin, (b) the related Maximum
Class A Rate and (c) the Group II Weighted Average Actual/360 Net Mortgage Rate
for the purpose of this calculation for such Distribution Date.
REMIC I Required Group II Overcollateralized Amount: 1% of the
Group II Required Overcollateralization Amount.
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.
Rents from Real Property: With respect to any REO Property
relating to a Multifamily Loan, gross income of the character described in
Section 856(d) of the Code, which income, subject to the terms and conditions of
that Section of the Code in its present form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code,
any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or part on the
income of profits derived by any Person from such property (unless such amount
is a fixed percentage or percentages of receipts or sales and otherwise
constitutes Rents from Real Property);
(b) any amount received or accrued, directly or indirectly, from
any Person if the Trust Fund owns directly or indirectly (including by
attribution) a 10% or greater interest in such Person determined in accordance
with Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly, with
respect to such REO Property if any Person Directly Operates such REO Property;
(d) any amount charged for services that are not customarily
furnished in connection with the rental of property to tenants in buildings of a
similar class in the same
44
geographic market as such REO Property within the meaning of Treasury Regulation
Section 1.856- 4(b)(1) (whether or not such charges are separately stated); and
(e) rent attributable to personal property unless such personal
property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15% of
the total rent received or accrued under, or in connection with, the lease.
REO Acquisition: The acquisition by the Master Servicer on behalf
of the Trustee for the benefit of the Certificateholders of any REO Property
pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at a rate equal to the sum of the Net Mortgage
Rate and the Certificate Insurer Premium Modified Rate that would have been
applicable to the related Mortgage Loan had it been outstanding net of amounts
that would have been Deferred Interest, if any) on the unpaid principal balance
of the Mortgage Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of
any REO Property (including, without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Re-Performing Loans: The Mortgage Loans listed on Exhibit R which
were contractually delinquent as of the Cut-off Date, but for which the related
Mortgagor had entered into a bankruptcy plan or repayment plan.
Repurchase Event: As defined in the Assignment Agreement.
Repurchase Price: With respect to any Multifamily Loan to be
repurchased, or any Deleted Mortgage Loan to be replaced by the substitution of
one or more Qualified Substitute Mortgage Loans pursuant to Section 2.03 or any
Specially Serviced Mortgage Loan, or the Multifamily Loan relating to any REO
Property, to be sold or repurchased pursuant to Section 3.23, an amount,
calculated by the Master Servicer equal to:
(a) the unpaid principal balance of such Mortgage Loan (or, in
the case of any REO Property, the related Mortgage Loan) (after application of
all principal payments (including prepayments) collected and other principal
amounts recovered on such Mortgage Loan) as of the date of receipt of the
Repurchase Price or the date of substitution, as the case may be, hereunder;
plus
45
(b) unpaid interest accrued on such Mortgage Loan or Mortgage
Loan related to an REO Property, as applicable, at the related Mortgage Rate
(after application of all interest payments collected and other amounts
recovered (and applied to accrued interest) on such Mortgage Loan) to, but not
including, the Due Date in the Due Period during which the applicable purchase
or substitution occurs; plus
(c) any unreimbursed Servicing Advances, all accrued and unpaid
interest on Advances, any unpaid servicing compensation (other than Master
Servicer fees), and any unpaid or unreimbursed expenses of the Trust Fund
allocable to such Mortgage Loan or Mortgage Loan related to an REO Property, as
applicable, as of the date of receipt of such Repurchase Price or the date of
substitution, as the case may be, hereunder; plus
(d) in the event that such Mortgage Loan or Mortgage Loan related
to an REO Property, as applicable, is required to be repurchased or replaced
pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the
Master Servicer, any Special Servicer or the Trustee in respect of the breach or
defect giving rise to the repurchase or replacement obligation, including any
expenses arising out of the enforcement of the repurchase or replacement
obligation.
Request for Release: A request for release, the forms of which
are attached as Exhibit G hereto, or an electronic request in a form acceptable
to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Reserve Fund: An "outside reserve fund" within the meaning of
Treasury regulation Section 1.860G-2(h), which is not an asset of any REMIC,
ownership of which is evidenced by the Class SB-II Certificates, and which is
established and maintained pursuant to Section 4.09.
Reserve Fund Deposit: With respect to the Reserve Fund, an amount
equal to $5,000, which the Trustee shall deposit into the Trust Fund pursuant to
Section 4.09 hereof.
Reserve Fund Residual Right: The right to distributions from the Reserve
Fund as described in Section 4.09 hereof.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee 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.
Rolling Six-Month Delinquency Ratio: As of any Distribution Date, the
fraction,
46
expressed as a percentage, equal to the average of the Delinquency Ratio for
each of the six (or one, two, three, four and five in the case of the first,
second, third, fourth and fifth Distribution Dates) immediately preceding Due
Periods.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out
of pocket" costs and expenses incurred in connection with a default, delinquency
or other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
Date, the fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate equal to the Servicing Fee
Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: The per annum rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE," as may be adjusted with respect to
successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or
the outstanding principal balance of a Mortgage Loan that is in default or, in
the judgment of the Master Servicer, default is reasonably foreseeable pursuant
to a modification of such Mortgage Loan in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee and the Insurer by the Master Servicer, as such list
may from time to time be amended.
Servicing Trigger: As of any Distribution Date, for purposes of Section
7.05, "Servicing Trigger; Removal of Master Servicer," the occurrence of any of
the following scenarios:
(i) The aggregate Rolling Six-Month Delinquency Ratio is greater than
12.00% for the then-current Distribution Date;
47
(ii) the aggregate Rolling Six-Month Delinquency Ratio is greater than
10.00% for the then-current and two preceding Distribution Dates;
(iii) the aggregate Twelve-Month Loss Amount is greater than or
equal to 2.75% of the aggregate Stated Principal Balance of the Mortgage
Loans; or
(iv) the aggregate Realized Losses on the Mortgage Loans since
the Cut-off Date exceed (a) with respect to the first 12 Distribution
Dates, 2.25% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans, (b) with respect to the next 12 Distribution Dates,
3.75% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, (c) with respect to the next 12 Distribution Dates, 5.25% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans, (d) with
respect to the next 12 Distribution Dates, 6.75% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans, and (e) with
respect to all Distribution Dates thereafter, 8.00% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans.
Simple Interest Loan: A Mortgage Loan pursuant to which each
Monthly Payment is applied first, to interest accrued on such Mortgage Loan from
the date on which the previous Monthly Payment was made to the date on which
such Monthly Payment was made, and second to the principal amount outstanding.
Special Hazard Loss: Any Realized Loss not in excess of the
lesser of the cost of repair or the cost of replacement of a Mortgaged Property
suffered by such Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Special Servicer: Any special servicer that may be appointed by the Master
Servicer, with the consent of the Insurer, which consent shall not be
unreasonably withheld, for the purposes of servicing the Specially Serviced
Mortgage Loans; provided, however, that the consent of the Insurer shall not be
necessary in connection with the appointment of Midland Loan Services, Inc. as
Special Servicer.
Specially Serviced Mortgage Loan: Subject to Section 3.24, any Multifamily
Loan with respect to which:
(a) the related Mortgagor is 60 or more days delinquent (without
giving effect to any grace period permitted by the related Mortgage Note) in the
payment of a Monthly Payment or other obligation (regardless of whether, in
respect thereof, Advances have been reimbursed);
(b) such Mortgagor has expressed to the Master Servicer an
inability to pay or a hardship in paying such Multifamily Loan in accordance
with its terms;
(c) the Master Servicer has received notice that such Mortgagor
has become the subject of any bankruptcy, insolvency or similar proceeding,
admitted in writing the inability to pay
48
its debts as they come due or made an assignment for the benefit of creditors;
(d) the Master Servicer has received notice of a foreclosure or threatened
foreclosure of any lien on the related Mortgaged Property;
(e) a default, of which the Master Servicer has notice (other
than a failure by such Mortgagor to pay principal or interest) and which in the
sole judgment of the Master Servicer, materially and adversely affects the
interests of the Certificateholders or the Insurer, has occurred and remained
unremedied for the applicable grace period specified in such Multifamily Loan
(or, if no grace period is specified, 60 days); provided, however, that a
default requiring a Servicing Advance shall be deemed to materially and
adversely affect the interests of the Certificateholders for purposes of this
definition;
(f) such Mortgagor has failed to make a Balloon Payment as and
when due (except where either (i) the Master Servicer agrees in writing that
such Multifamily Loan is likely to be paid in full within 30 days after such
default or (ii) on or before the date of such default, such Mortgagor has
delivered to the Master Servicer a firm commitment to refinance the related
Multifamily Loan within sixty days of such default); or
(g) the Master Servicer proposes to commence foreclosure or other workout
arrangements.
A Multifamily Loan will cease to be a Specially Serviced Mortgage
Loan:
(a) with respect to the circumstances described in clause (a) and
(f) above, when the related Mortgagor has brought such Multifamily Loan current
(with respect to the circumstances described in clause (f), pursuant to any
workout implemented by the Master Servicer, or any Special Servicer on its
behalf) and thereafter made three consecutive full and timely Monthly Payments;
(b) with respect to the circumstances described in clauses (b)
and (d) above, when such circumstances cease to exist in the good faith and
reasonable judgment of the Master Servicer, or any Special Servicer on its
behalf, and with respect to the circumstances described in clauses (c) and (g),
when such circumstances cease to exist; or
(c) with respect to the circumstances described in clause (e) above, when
such default is cured;
provided, however, in each case that at the time no circumstance identified in
clauses (a) through (g) above exists that would cause the Multifamily Loan to
continue to be characterized as a Specially Serviced Mortgage Loan.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, or its successor in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
49
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, plus (ii) any Deferred Interest added to the principal
balance of the Mortgage Loan pursuant to the terms of the Mortgage Note, minus
(iii) 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 which were distributed pursuant to
Section 4.02 or 4.03 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the
allocation of Realized Losses (other than any Realized Losses covered by the
Policy).
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered
into a Subservicing Agreement and, with respect to a Subservicing Agreement for
Mortgage Loans other than Multifamily Loans, and any Subservicing Agreement with
respect to Specially Serviced Mortgage Loans, who generally satisfied the
requirements set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the Master
Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Depositor.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to the related Subservicer (or, in the case of a Nonsubserviced Mortgage
Loan, to the Master Servicer) in respect of subservicing and other compensation
that accrues with respect to each Distribution Date at an annual rate designated
as "SUBSERV FEE" in Exhibit F-1 and Exhibit F-2; provided, that to the extent a
Multifamily Loan becomes a Specially Serviced Mortgage Loan, the Subservicing
Fee shall increase to 0.25% per annum.
Tax Returns: The federal income tax return on Internal Revenue Service Form
1066,
50
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of REMIC I and REMIC II due to their classification as REMICs under the
REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: Collectively, the assets of REMIC I and REMIC II, the Reserve
Fund and the Reserve Fund Deposit.
Twelve-Month Loss Amount: With respect to any Distribution Date,
an amount equal to the aggregate of all Realized Losses on the Mortgage Loans
during the 12 preceding Due Periods.
Uniform Single Attestation Program for Mortgage Bankers: The
Uniform Single Attestation Program for Mortgage Bankers, as published by the
Mortgage Bankers Association of America and effective with respect to fiscal
periods ending on or after December 15, 1995.
Uncertificated Accrued Interest: With respect to any
Uncertificated Regular Interest for any Distribution Date, one month's interest
at the related Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the Uncertificated Principal Balance, as applicable, immediately
prior to such Distribution Date. Uncertificated Accrued Interest for the
Uncertificated Regular Interests relating to Group I shall accrue on the basis
of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls
(to the extent not covered by Compensating Interest) relating to the Group I
Loans for any Distribution Date and Realized Losses on the Group I Loans to the
extent allocated to Uncertificated Accrued Interest pursuant to Section
4.05(c)(i) shall be allocated first, to Uncertificated Accrued Interest payable
to REMIC I Regular Interest LT1-I and REMIC I Regular Interest LT6-I up to an
aggregate amount equal to the REMIC I Group I Interest Loss Allocation Amount,
98% and 2%, respectively, and thereafter any remaining Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Group I Loans for any Distribution Date shall be allocated among REMIC I Regular
Interests LT1-I, LT2-I, LT3-I, LT4-I, LT5-I and LT6-I pro rata based on, and to
the extent of, Uncertificated Accrued Interest, as calculated without
application of this sentence. For purposes of calculating the amount of
Uncertificated Accrued Interest for the REMIC I Regular Interests for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered
by Compensating Interest) relating to the Group II Loans for any Distribution
Date and Realized Losses
51
on the Group II Loans to the extent allocated to Uncertificated Accrued Interest
pursuant to Section 4.05(c)(ii) shall be allocated first, to Uncertificated
Accrued Interest payable to REMIC I Regular Interest LT1-II and REMIC I Regular
Interest LT3-II up to an aggregate amount equal to the REMIC I Group II Interest
Loss Allocation Amount, 98% and 2%, respectively, and thereafter any remaining
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Group II Loans for any Distribution Date shall be
allocated among REMIC I Regular Interests LT1- II, LT2-II and LT3-II pro rata
based on, and to the extent of, Uncertificated Accrued Interest, as calculated
without application of this sentence.
Uncertificated Pass-Through Rate: With respect to each of REMIC I
Regular Interest LT1-I, LT2-I, LT3-I, LT4-I, LT5-I and LT6-I and each Interest
Accrual Period, the Group I Weighted Average Net Mortgage Rate.
With respect to each of REMIC I Regular Interest LT1-II, LT2-II
and LT3-II and each Interest Accrual Period, the Group II Weighted Average
Actual/360 Net Mortgage Rate.
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest outstanding as of any date of determination. As
of the Closing Date, the Uncertificated Principal Balance of each Uncertificated
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial principal balance. In the case of REMIC I Regular Interest
LT1-I, the initial Uncertificated Principal Balance is equal to 98% of the
Stated Principal Balance of the Group I Loans as of the Cut-off Date. In the
case of the REMIC I Regular Interest LT2-I , the initial Uncertificated
Principal Balance is equal to 1% of the Certificate Principal Balance of the
Class A-I-1 Certificates as of the Closing Date. In the case of the REMIC I
Regular Interest LT3-I, the initial Uncertificated Principal Balance is equal to
1% of the Certificate Principal Balance of the Class A-I-2 Certificates as of
the Closing Date. In the case of the REMIC I Regular Interest LT4-I, the initial
Uncertificated Principal Balance is equal to 1% of the Certificate Principal
Balance of the Class A-I-3 Certificates as of the Closing Date. In the case of
the REMIC I Regular Interest LT5-I, the initial Uncertificated Principal Balance
is equal to 1% of the Certificate Principal Balance of the Class A-I-4
Certificates as of the Closing Date. In the case of the REMIC I Regular Interest
LT6-I, the initial Uncertificated Principal Balance is equal to 1% of the Stated
Principal Balance of the Group I Loans as of the Cut-off Date plus 1% of the
Group I Overcollateralization Amount as of the Closing Date. In the case of
REMIC I Regular Interest LT1-II, the initial Uncertificated Principal Balance is
equal to 98% of the Stated Principal Balance of the Group II Loans as of the
Cut-off Date. In the case of the REMIC I Regular Interest LT2-II, the initial
Uncertificated Principal Balance is equal to 1% of the Stated Principal Balance
of the Group II Loans as of the Cut-off Date less 1% of the Group II
Overcollateralization Amount as of the Closing Date. In the case of the REMIC I
Regular Interest LT3- II, the initial Uncertificated Principal Balance is equal
to 1% of the Stated Principal Balance of the Group II Loans as of the Cut-off
Date plus 1% of the Group II Overcollateralization Amount as of the Closing
Date. On each Distribution Date, the Uncertificated Principal Balance of each
Uncertificated Regular Interest shall be reduced by all distributions of
principal made on such Uncertificated Regular Interest, as applicable, on such
Distribution Date and, if and to the extent necessary and appropriate, shall be
further reduced on such Distribution Date by Realized Losses. The Uncertificated
Balance of each Uncertificated Regular Interest shall never be less than zero.
52
Uncertificated Regular Interests: The REMIC I Regular Interests.
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States,
a corporation, partnership or other entity (treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that is described
in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
VA: The Veterans Administration, or its successor.
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97.50% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates, in
proportion to the outstanding Certificate Principal Balances of their respective
Certificates; 1% and 1% of all of the Voting Rights shall be allocated among the
Holders of the Class SB-I and Class SB-II Certificates, respectively; 0.25% and
0.25% of all of the Voting Rights shall be allocated among the Holders of the
Class R-I and Class R-II Certificates, respectively; in each case to be
allocated among the Certificates of such Class in accordance with their
respective Percentage Interest.
Section 1.02. Determination of LIBOR.
----------------------
LIBOR applicable to the calculation of the Pass-Through Rate on
the Class A-II Certificates for any Interest Accrual Period will be determined
on each LIBOR Rate Adjustment Date.
On each LIBOR Rate Adjustment Date, LIBOR shall be established by
the Trustee and, as to any Interest Accrual Period, will equal the rate for one
month United States dollar deposits that appears on the Telerate Screen Page
3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date.
"Telerate Screen Page 3750" means the display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, LIBOR shall be so
established by use of such other service for displaying LIBOR or comparable
rates as may be selected by the Trustee after consultation with the Master
Servicer and the Insurer), the rate will be the Reference Bank Rate. The
"Reference Bank Rate" will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the reference banks (which shall be any
three major banks that are engaged in transactions in the London interbank
market, selected by the
53
Trustee after consultation with the Master Servicer and the Insurer) as of 11:00
a.m., London time, on the LIBOR Rate Adjustment Date to prime banks in the
London interbank market for a period of one month in amounts approximately equal
to the Certificate Principal Balance of the Class A-II Certificates then
outstanding. The Trustee will request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate will be the arithmetic mean of the quotations
rounded up to the next multiple of 1/16%. If on such date fewer than two
quotations are provided as requested, the rate will be the arithmetic mean of
the rates quoted by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer and the Insurer, as of 11:00
a.m., New York City time, on such date for loans in U.S. Dollars to leading
European banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Class A-II Certificates then
outstanding. If no such quotations can be obtained, the rate will be LIBOR for
the prior Distribution Date; provided however, if, under the priorities
described above, LIBOR for a Distribution Date would be based on LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the
Trustee, after consultation with the Insurer, shall select an alternative
comparable index (over which the Trustee has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Trustee's subsequent calculation of the Pass-Through
Rate applicable to the Class A-II Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply the Master Servicer with the results of its determination of LIBOR
on such date. Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rate on the Class A-II Certificates for
the current and the immediately preceding Interest Accrual Period.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee without recourse all the right, title
and interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest due on the
Mortgage Loans in the month of December 2000), but excluding any Arrearages and
any payments in respect thereof; (ii) the Reserve Fund Deposit; and (iii) all
proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously
with the delivery of this Agreement, the Depositor delivered or caused to be
delivered hereunder to the Trustee the Policy, and except as set forth in
Section 2.01(c) below, the Depositor does hereby deliver to, and deposit with,
the Trustee, or to and with one or more Custodians, as the duly appointed agent
or agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section) (I) with respect to
each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it to
the Trustee, or with respect to any Destroyed Mortgage Note, an original
lost note affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage Loan is a
MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
thereon or, if the original Mortgage has not yet been returned from the
public recording office, a copy of the original Mortgage with evidence
of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, the assignment (which may be included in one or more
blanket assignments if permitted by applicable law) of the Mortgage to
the Trustee with evidence of recording indicated thereon or a copy of
such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator to
the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan
is registered on the MERS(R) System and noting the presence of a MIN)
with evidence of recordation noted thereon or attached thereto,
55
or a copy of such assignment or assignments of the Mortgage with
evidence of recording indicated thereon; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such Mortgage
Loan, or a copy of each modification, assumption agreement or preferred
loan agreement; 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
56
(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 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.
(III) In addition to the items specified above in Section 2.01(b)(I),
with respect to each Multifamily Loan so assigned, the following documents or
instruments shall also be delivered pursuant to this Section 2.01(b):
(i) (A) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Multifamily Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Loan Agreement and (B) copies of the filed UCC-3
assignments of the security interest referenced in clause (i)(A) 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 Loan Agreement;
(ii) The related original of the Loan Agreement, if any, relating to such
Mortgage Loan or a counterpart thereof;
(iii) If any related Assignment of Leases, Rents and Profits is
separate from the Mortgage, the original recorded Assignment of Leases, Rents
and Profits, showing an unbroken chain of title from the originator to the
Person assigning it to the Trustee, with evidence of recordation noted thereon
or attached thereto, or a copy of such Assignment of Leases, Rents and Profits
with evidence of recording indicated thereon;
(iv) The original or a copy of each environmental warranty or
indemnity agreement, if any, with respect to such Mortgage Loan; and
(v) If any related assignment of contracts is separate from the
Mortgage, the original assignment of contracts or a copy thereof, and if the
assignment of contracts is not assigned under the assignments of Mortgage in
clause (b)(iii) above, the original reassignment of such instrument to the
applicable Seller with evidence of recording indicated thereon or a copy of such
reassignment with evidence of recording indicated thereon.
(c) The Depositor may, in lieu of delivering the original of the
documents set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v), Section
2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and Section 2.01(b)(III)(i) and (ii)
(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), Section 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) and Section 2.01(b)(III)(i) and (ii) (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
57
set of such documents to the Trustee or the Custodian or Custodians that are the
duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an original or copy of each of the documents referred to
in Section 2.01(b)(I)(ii), (iii), (iv) and (v), Section 2.01(b)(II)(ii), (iv),
(vii), (ix) and (x) and Section 2.01(b)(III)(i) and (ii) which has been
delivered to it by the Depositor.
(d) Notwithstanding the provisions of Section 2.01(c), in
connection with any Mortgage Loan, if the Depositor cannot deliver the original
of the Mortgage, any assignment, modification, assumption agreement or preferred
loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence
of recording thereon concurrently with the execution and delivery of this
Agreement because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment referred to
in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the
opinion of counsel acceptable to the Trustee, the Insurer and the Master
Servicer, such recording is not required to protect the Trustee's interests in
the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee
for Residential Funding and its successors and assigns, and shall promptly cause
to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to
in clause (II)(vii) and (x), respectively, of Section 2.01(b). If any
Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost or returned
unrecorded to the Depositor because of any defect therein, the Depositor shall
prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or
cure such defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Depositor shall promptly deliver or cause
to be delivered to the Trustee or the respective Custodian such Mortgage or
assignment, Form UCC-3 or Form UCC-1, as applicable, (or copy 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 and Multifamily Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to each Multifamily Loan or Cooperative Loans as to which
the related Cooperative Apartment is located outside of the State of New York.
If the Depositor delivers to the Trustee or Custodian any
Mortgage Note, Assignment of Mortgage or reassignment of Assignment of Leases,
Rents and Profits in blank, the Depositor shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note, the Assignment of Mortgage
and the reassignment of Assignment of Leases, Rents and Profits in the name of
the Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
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In connection with the assignment of any Mortgage Loan registered
on the MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, within 30 days after the Closing Date, the MERS(R)
System to indicate that such Mortgage Loans have been assigned by the Depositor
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer
agrees that it will not, alter the codes referenced in this paragraph with
respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
(e) It is intended that the conveyances by the Depositor to the
Trustee of the Mortgage Loans as provided for in this Section 2.01 be construed
as a sale by the Depositor to the Trustee of the Mortgage Loans for the benefit
of the Certificateholders. Further, it is not intended that any such conveyance
be deemed to be a pledge of the Mortgage Loans by the Depositor to the Trustee
to secure a debt or other obligation of the Depositor. However, in the event
that the Mortgage Loans are held to be property of the Depositor or of
Residential Funding, or if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans, then it is intended that (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant
by the Depositor to the Trustee of a security interest in all of the Depositor's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the related
Mortgage File, (ii) with respect to each Multifamily Loan, the related Loan
Agreement and (iii) with respect to each Mortgage Loan other than a Cooperative
Loan, the related Mortgage Note, the Mortgage, any insurance policies and all
other documents in the related Mortgage File, (B) all amounts payable pursuant
to the Mortgage Loans in accordance with the terms thereof and (C) any and all
general intangibles consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Depositor
to the Trustee of any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the
foregoing clauses (1)(A), (B) and (C) granted by Residential Funding to the
Depositor pursuant to the Assignment Agreement; (c) the possession by the
Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser or a person designated by such secured
party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305,
59
8-313 or 8-321 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, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law.
The Depositor and, at the Depositor's direction, Residential
Funding and the Trustee shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Depositor shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Depositor, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officers' Certificate of the Depositor, with a
copy delivered to the Insurer, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any change
of name of Residential Funding, the Depositor or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned by a change in
the Trustee's name), (2) any change of location of the place of business or the
chief executive office of Residential Funding or the Depositor or (3) any
transfer of any interest of Residential Funding or the Depositor in any Mortgage
Loan.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i), Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) and Section
2.01(b)(III)(i), (ii) and (iii) 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, in trust for the use and benefit of all present and
future Certificateholders. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Mortgage File delivered to it pursuant to
Section 2.01(b) within 45 days after the Closing Date to ascertain that all
required documents (specifically as set forth in Section 2.01(b)), have been
executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered
pursuant to Section 2.01(b) above have been executed and received and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
except for any exceptions listed on Schedule A attached to such Interim
Certification. Upon delivery of the Mortgage Files by the Depositor or the
Master Servicer, the Trustee shall acknowledge receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian,
60
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 Depositor;
provided, that if the Mortgage Loan related to such Mortgage File is listed on
Schedule A of the Assignment Agreement, no notification shall be necessary.
Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Depositor and the Trustee of any such omission or
defect found by it in respect of any Mortgage File held by it. If such omission
or defect materially and adversely affects the interests in the related Mortgage
Loan of the Certificateholders or the Insurer, the Master Servicer shall
promptly notify the related Subservicer of such omission or defect and request
that such Subservicer correct or cure such omission or defect within 60 days
from the date the Master Servicer was notified of such omission or defect and,
if such Subservicer does not correct or cure such omission or defect within such
period, that such Subservicer purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, in either case within 90 days from the date the Master
Servicer was notified of such omission or defect; provided that if the omission
or defect would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must
occur within 90 days from the date such breach was discovered; and provided
further, that no cure, substitution or repurchase shall be required if such
omission or defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Subservicer or
its designee, as the case may be, any Mortgage Loan released pursuant hereto and
thereafter such Mortgage Loan shall not be part of the Trust Fund. In
furtherance of the foregoing, if the Subservicer or Residential Funding that
repurchases the Mortgage Loan is not a member of MERS and the Mortgage is
registered on the MERS(R) System, the Master Servicer, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from MERS
to such Subservicer or Residential Funding and shall cause such Mortgage to be
removed from registration on the MERS(R) System in accordance with MERS' rules
and regulations. It is understood and agreed that the obligation of the
Subservicer, to so cure or purchase any Mortgage Loan as to which a material and
adverse defect in or omission of a constituent document exists shall constitute
the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders (except for
the Insurer's rights under the Insurance Agreement).
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders and the Insurer that:
61
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Depositor, constitutes a
valid, legal and binding obligation of the Master Servicer, enforceable
against it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to
any order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Depositor, any Affiliate
of the Depositor or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will comply with
62
the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the Mortgage
Loans that are registered with MERS.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Depositor, the Master Servicer, the
Insurer, the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders or the Insurer in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
Within 90 days of its discovery or its receipt of notice of such breach, the
Master Servicer shall either (i) cure such breach in all material respects or
(ii) to the extent that such breach is with respect to a Mortgage Loan or a
related document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that if the
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 (except
for the Insurer's rights under Section 3.03 of the Insurance Agreement).
(b) The Depositor hereby represents and warrants to the Trustee
for the benefit of the Certificateholders and the Insurer that as of the Closing
Date (or, if otherwise specified below, as of the date so specified):
(i) The information set forth in Exhibit F-1 and Exhibit
F-2 hereto with respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material respects at the
respective date or dates which such information is furnished;
(ii) Immediately prior to the conveyance of the Mortgage
Loans to the Trustee, the Depositor had good title to, and was the sole
owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and
related compensation) and such conveyance validly transfers ownership of
the Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest; and
(iii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
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Upon discovery by any of the Depositor, the Master Servicer, the
Insurer, the Trustee or any Custodian of a breach of any of the representations
and warranties set forth in this Section 2.03(b) which materially and adversely
affects the interests of the Certificateholders or the Insurer in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (including the Insurer) (any Custodian being so obligated under a
Custodial Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(iii), the party
discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the
Depositor shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Depositor shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure, substitution or repurchase must occur within 90 days from
the date such breach was discovered. Any such substitution shall be effected by
the Depositor under the same terms and conditions as provided in Section 2.04
for substitutions by Residential Funding. It is understood and agreed that the
obligation of the Depositor to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders (other than the Insurer) or the Trustee on behalf of the
Certificateholders (other than the Insurer). Notwithstanding the foregoing, the
Depositor shall not be required to cure breaches or purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the
origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Residential Funding.
The Depositor, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement relates to the representations and warranties made by Residential
Funding in respect of such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Depositor, the Master Servicer,
the Trustee, the Insurer or any Custodian of a breach of any of the
representations and warranties made in the Assignment Agreement in respect of
any Mortgage Loan or of any Repurchase Event which materially and adversely
affects the interests of the Certificateholders or the Insurer in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (including the Insurer) (any Custodian being so obligated under a
Custodial Agreement). The Master Servicer shall promptly notify Residential
Funding of such breach or Repurchase Event and request that Residential Funding
either (i) cure such breach or Repurchase Event in all material respects within
90 days from the date the Master Servicer was notified of such breach or
Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that, in
the case of a breach or Repurchase Event under the Assignment Agreement,
Residential Funding shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years following the Closing Date; provided that if the breach would cause
the Mortgage Loan to be
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other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan
or Loans shall be subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, and Residential Funding shall be deemed
to have made the representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in Section 4 of the Assignment Agreement, as
of the date of substitution, and the covenants, representations and warranties
set forth in this Section 2.04, and in Section 2.03 hereof and in Section 4 of
the Assignment Agreement, and the Master Servicer shall be obligated to
repurchase or substitute for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment Agreement) has occurred
pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application of the principal portion
of the Monthly Payments due in the month of substitution that are to be
distributed to the Certificateholders in the month of substitution). Residential
Funding shall deposit the amount of such shortfall into the Custodial Account on
the day of substitution, without any reimbursement therefor. Residential Funding
shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the
Residential Funding to cure such breach or purchase (or in the case of
Residential Funding to substitute for) such Mortgage Loan as
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to which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders (other than
the Insurer) or the Trustee on behalf of the Certificateholders (other than the
Insurer). If the Master Servicer is Residential Funding, then the Trustee shall
also have the right to give the notification and require the purchase or
substitution provided for in the second preceding paragraph in the event of such
a breach of a representation or warranty made by Residential Funding in the
Assignment Agreement. In connection with the purchase of or substitution for any
such Mortgage Loan by Residential Funding, the Trustee shall assign to
Residential Funding all of the right, title and interest in respect of the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of the Mortgage Files to it, or any Custodian on its
behalf, subject to any exceptions noted, together with the assignment to it of
all other assets included in the Trust Fund, receipt of which is hereby
acknowledged. Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed and caused to be authenticated and delivered to
or upon the order of the Depositor the Certificates in authorized denominations
which evidence ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective Mortgage
Loans, following such procedures as it would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing
activities, and shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do any and all things which it may
deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Master Servicer or the Subservicer, as the
case may be, believes it appropriate in its best judgment, to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, or of consent to assumption or modification in connection
with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note
in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re- recording of a Mortgage
for the purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit with
powers of eminent domain, the taking of a deed in lieu of foreclosure, the
completion of judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to the related insurer, the acquisition of any property
acquired by foreclosure or deed in lieu of foreclosure, or the management,
marketing and conveyance of any property acquired by foreclosure or deed in lieu
of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by
the Trustee, on behalf of the Certificateholders and the Trustee, in its own
name or in the name of the Subservicer, when the Master Servicer or the
Subservicer, as the case may be, believes it is appropriate in its best judgment
to register any Mortgage Loan on the MERS(R) System, or cause the removal from
the registration of any Mortgage Loan on the MERS(R) System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect
to such assignment or re-recording of a Mortgage in the name of MERS, solely as
nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne
by the Master Servicer in accordance with Section 3.16(c), with no right of
reimbursement; provided, that if, as a result of MERS discontinuing or becoming
unable to continue operations in connection with the MERS 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
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treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
and cause any of REMIC I or REMIC II to fail to qualify as a REMIC under the
Code. The Trustee shall furnish the Master Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable for
any action taken by the Master Servicer or any Subservicer pursuant to such
powers of attorney. In servicing and administering any Nonsubserviced Mortgage
Loan (other than a Multifamily Loan), the Master Servicer shall, to the extent
not inconsistent with this Agreement, comply with the Program Guide as if it
were the originator of such Mortgage Loan and had retained the servicing rights
and obligations in respect thereof. In connection with servicing and
administering the Mortgage Loans, the Master Servicer and any Affiliate of the
Master Servicer (i) may perform services such as appraisals and brokerage
services that are customarily provided by Persons other than servicers of
mortgage loans, and shall be entitled to reasonable compensation therefor in
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers
in effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
(d) To the extent the Master Servicer or any Subservicer receives
payments in respect of Arrearages, such payments shall be retained by the Master
Servicer or Subservicer and shall not be deposited in the Custodial Account. Any
monthly payment received with respect to a Mortgage Loan subject to a repayment
plan (other than a bankruptcy plan) that is not sufficient to satisfy the
Monthly Payment and the monthly Arrearage shall be applied by the Master
Servicer first to the Monthly Payment and then in payment of the monthly
Arrearage. Any monthly payment received with respect to a Mortgage Loan subject
to a repayment plan (other than a bankruptcy plan) that is greater than the
payment required under the repayment plan shall be applied first, in reduction
of any remaining Arrearage with respect to such Mortgage Loan, and then in
reduction of the principal balance thereof as a principal prepayment.
(e) Any payment made by a Mortgagor under a Mortgage Loan subject
to a bankruptcy plan shall be allocated between the Arrearage and the Monthly
Payment as provided in the related bankruptcy plan.
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Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations;
Special Servicing.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to the
execution and delivery of this Agreement, and may enter into new Subservicing
Agreements with Subservicers, for the servicing and administration of all or
some of the Mortgage Loans. Each Subservicer shall be either (i) an institution
the accounts of which are insured by the FDIC or (ii) another entity that
engages in the business of originating or servicing mortgage loans, and in
either case shall be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are situated, if and to
the extent required by applicable law to enable the Subservicer to perform its
obligations hereunder and under the Subservicing Agreement, and in either case
shall be a Xxxxxxx Mac, Xxxxxx Mae or HUD approved mortgage servicer. In
addition, any Subservicer of a Mortgage Loan insured by the FHA must be an
FHA-approved servicer, and any Subservicer of a Mortgage Loan guaranteed by the
VA must be a VA-approved servicer. Each Subservicer of a Mortgage Loan shall be
entitled to receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from payments of
interest received on such Mortgage Loan after payment of all amounts required to
be remitted to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master Servicer shall
be entitled to receive and retain an amount equal to the Subservicing Fee from
payments of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a Subservicer on
behalf of the Master Servicer. Each Subservicing Agreement will be upon such
terms and conditions as are generally required by, permitted by or consistent
with the Program Guide (except any Subservicing Agreement relating to
Multifamily Loans) and are not inconsistent with this Agreement and as the
Master Servicer and the Subservicer have agreed. With the approval of the Master
Servicer, a Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement, and the form
referred to or included in the Program Guide is merely provided for information
and shall not be deemed to limit in any respect the discretion of the Master
Servicer to modify or enter into different Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of either this Agreement or the Program Guide in
a manner which would materially and adversely affect the interests of the
Certificateholders or the Insurer.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee, the Insurer and the
Certificateholders, shall use its best reasonable efforts to enforce the
obligations of each Subservicer under the related Subservicing Agreement, to the
extent that the non- performance of any such obligation would have a material
and adverse effect on a Mortgage Loan, including, without limitation, the
obligation to purchase a Mortgage Loan on account of defective documentation, as
described in Section 2.02, or on account of a breach of a representation or
warranty, as described in Section 2.04. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent
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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.
(c) As to each Mortgage Loan that (i) is subserviced by a
Designated Subservicer as of the Closing Date, and (ii) becomes 90 or more days
Delinquent at any time after the Closing Date:
(i) the Master Servicer shall cause the subservicing of
such Mortgage Loan to be transferred to HomeComings as soon as
reasonably practicable (unless HomeComings is already acting as
subservicer for such Mortgage Loan); and
(ii) subject to the completion of the subservicing
transfer described in (i) above (if applicable), the Master Servicer
shall perform the servicing activities described in Section 3.14, either
directly or through HomeComings or another affiliate.
(d) With respect to each Multifamily Loan, each Subservicing
Agreement shall provide that the Subservicing Agreement shall be terminated with
respect to such Multifamily Loan if such Multifamily Loan becomes a Specially
Serviced Mortgage Loan, except to the extent the related Subservicing Agreement
contains provisions for the servicing of Specially Serviced Mortgage Loans in
accordance with this Agreement.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the terms and
conditions of such Subservicing Agreement and without any limitation by virtue
of this Agreement; provided, however, that in the event of termination of any
Subservicing Agreement by the Master Servicer or the Subservicer, the Master
Servicer shall either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master Servicer or any
Affiliate of Residential Funding acts as servicer, it will not assume liability
for the representations and warranties of the Subservicer which it replaces. If
the Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or
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reference to actions taken through a Subservicer or otherwise, the Master
Servicer shall remain obligated and liable to the Trustee, the Insurer and
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the
Depositor and to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the rights
and obligations of the Master Servicer under each Subservicing Agreement that
may have been entered into. The Trustee, its designee or the successor servicer
for the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at
the expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
(c) Unless an Insurer Default exists, the Master Servicer will,
if it is authorized to do so under the relevant Subservicing Agreement, upon
request of the Insurer at a time when the Insurer may remove the Master Servicer
under the terms hereof, terminate any Subservicing Agreement.
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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 (other than a Multifamily 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 advance
would be a Nonrecoverable Advance. Consistent with the terms of this Agreement,
the Master Servicer may also waive, modify or vary any term of any Mortgage Loan
or consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders or the Insurer
(taking into account any estimated Realized Loss that might result absent such
action), provided, however, that the Master Servicer may not modify materially
or permit any Subservicer to modify any Mortgage Loan, including without
limitation any modification that would change the Mortgage Rate, forgive the
payment of any principal or interest (unless in connection with the liquidation
of the related Mortgage Loan or except in connection with prepayments to the
extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan, unless
such Mortgage Loan is in default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable. In connection with any Curtailment of a
Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be re-amortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Amount thereof by
the original Maturity Date based on the original Mortgage Rate; provided, that
such reamortization shall not be permitted if it would constitute a reissuance
of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of
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any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred (other
than any payments received in respect of any Arrearages);
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including the interest component of
any Subservicer Advance or of any REO Proceeds received in connection
with an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 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; and
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the Master
Servicer may elect to treat such amounts as included in the related Group I or
Group II 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
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Deposit Date next following the date of such investment (with the exception of
the Amount Held for Future Distribution) and which shall not be sold or disposed
of prior to their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such investments
attributable to the investment of amounts in respect of the Mortgage Loans shall
be deposited in the Custodial Account by the Master Servicer out of its own
funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the
Depositor of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage
Loan pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer, the
Insurer and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds of Mortgage
Loans received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If
the Subservicing Account is not an Eligible Account, the Master Servicer shall
be deemed to have received such monies upon receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide (except
with respect to a Multifamily Loan), but in no event later than the
Determination Date (and no later than the Determination Date with respect to a
Multifamily Loan), the Master Servicer shall cause the Subservicer, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with respect to
each Mortgage Loan serviced by such Subservicer that are required to be remitted
to the Master Servicer. The Subservicer will also be required, pursuant to the
Subservicing Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of principal and interest less its
Subservicing Fees on any Mortgage Loans for which payment was not received by
the Subservicer. This obligation to advance with respect to each Mortgage Loan
will continue up to and including the first of the month following the date on
which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be deposited promptly by it in
the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee and the
Certificate Insurer Premium Modified Rate, if any, accrues in the case of a
Modified Mortgage Loan) on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from the related Mortgagor during any month that is
to be applied by the Subservicer to reduce
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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 when the tax, premium or other cost for which
such payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates legal for investment by federally insured savings and
loan associations, the Master Servicer shall provide, or cause the Subservicers
to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
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Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals from the Custodial Account of amounts on deposit
therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.08, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late recoveries of
the payments for which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at a rate per annum equal to the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) plus the Certificate Insurer Premium Modified Rate on the
amount specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect to any
previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, Residential Funding,
the Depositor or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section
2.02, 2.03, 2.04, 3.23, 4.07 or 9.01, all amounts received thereon and
not required to be distributed to Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is
determined;
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(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment
of the Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has been added
to the outstanding principal balance of the Mortgage Loan;
(viii) to reimburse itself or the Depositor for expenses incurred
by and reimbursable to it or the Depositor pursuant to Section
3.14(c), 6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14 in good faith in connection with the
restoration of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to clause
(ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07, including any payoff fees or penalties or any other
additional amounts payable to the Master Servicer or Subservicer
pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or
the related Subservicer for any advance made in respect of a Mortgage Loan that
the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from
the Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer
to take, any action which would result in noncoverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the Master
Servicer or Subservicer, would have been covered thereunder. To the extent
coverage is available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged Property is reduced
to 80% or less of the Appraised Value at origination in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date
and
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the Master Servicer had knowledge of such Primary Insurance Policy. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-
renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass- through certificates having
a rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to present or to
cause the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the insurer
under any Primary Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such reasonable
action as shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any
Insurance Proceeds collected by or remitted to the Master Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other than a Cooperative Loan) fire insurance with extended
coverage in an amount which is equal to the lesser of the principal balance
owing on such Mortgage Loan (together with the principal balance of any mortgage
loan secured by a lien that is senior to the Mortgage Loan) or 100 percent of
the insurable value of the improvements; provided, however, that such coverage
may not be less than the minimum amount required to fully compensate for any
loss or damage on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer shall replace
any Subservicer that does not cause such insurance, to the extent it is
available, to be maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to the
amount necessary to avoid the application of any co-insurance clause contained
in the related hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to Certificateholders, be added
to the amount owing under the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be recoverable by the Master
Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is
understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property acquired in respect of a
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Mortgage Loan other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
Whenever the improvements securing a Mortgage Loan (other than a Cooperative
Loan) are located at the time of origination of such Mortgage Loan in a
federally designated special flood hazard area, the Master Servicer shall cause
flood insurance (to the extent available) to be maintained in respect thereof.
Such flood insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on a
replacement cost basis and (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own
expense and keep in full force and effect throughout the term of this Agreement
a blanket fidelity bond and an errors and omissions insurance policy covering
the Master Servicer's officers and employees and other persons acting on behalf
of the Master Servicer in connection with its activities under this Agreement.
The amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
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
79
adversely affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any Mortgagor
does bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage Note or
Mortgage, the Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in any case in
which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and
such Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer
is authorized, subject to the requirements of the sentence next following, to
execute and deliver, on behalf of the Trustee, the assumption agreement with the
Person to whom the Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person; provided, however,
none of such terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury regulations promulgated
thereunder) and cause any of REMIC I or REMIC II to fail to qualify as REMICs
under the Code or the imposition of any tax on "prohibited transactions" or
"contributions" after the startup date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably
determines that (i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any required
consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption
or transfer (A) the Mortgage Loan will continue to be secured by a first
mortgage lien (or junior lien of the same priority in relation to any senior
mortgage loan, with respect to any Mortgage Loan secured by a junior Mortgage)
pursuant to the terms of the Mortgage, (B) such transaction will not adversely
affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan
will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered
nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from liability on
the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be
qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or
Subservicer's good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from the Master
Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability
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as directed by the Master Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer shall cause the originals or
true and correct copies of the assumption agreement, the release (if any), or
the modification or supplement to the Mortgage Note or Mortgage to be delivered
to the Trustee or the Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case
may be, shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement thereon
in favor of another Person, any alteration or demolition of the related
Mortgaged Property or other similar matters if it has determined, exercising its
good faith business judgment in the same manner as it would if it were the owner
of the related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that each of REMIC I or REMIC II would continue to qualify as a REMIC under
the Code as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the startup day would be imposed on any of REMIC I or
REMIC II as a result thereof. Any fee collected by the Master Servicer or the
related Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
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(a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default (including a default with respect to a required payment of an Arrearage)
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. Alternatively, the Master Servicer
may take other actions in respect of a defaulted Mortgage Loan, which may
include (i) accepting a short sale (a payoff of the Mortgage Loan for an amount
less than the total amount contractually owed in order to facilitate a sale of
the Mortgaged Property by the Mortgagor) or permitting a short refinancing (a
payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate refinancing transactions by the
Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a
repayment plan or (iii) agreeing to a modification in accordance with Section
3.07. In connection with such foreclosure or other conversion or action, the
Master Servicer shall, consistent with Section 3.11, follow such practices and
procedures as it shall deem necessary or advisable, as shall be normal and usual
in its general mortgage servicing activities and (except with respect to a
Multifamily Loan) as shall be required or permitted by the Program Guide;
provided that the Master Servicer shall not be liable in any respect hereunder
if the Master Servicer is acting in connection with any such foreclosure or
other conversion or action in a manner that is consistent with the provisions of
this Agreement. The Master Servicer, however, shall not be required to expend
its own funds or incur other reimbursable charges in connection with any
foreclosure, or attempted foreclosure which is not completed, or towards the
correction of any default on a related senior mortgage loan, or towards the
restoration of any property unless it shall determine (i) that such restoration
and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to Holders of Certificates of one or more Classes or the Insurer after
reimbursement to itself for such expenses or charges and (ii) that such expenses
and charges will be recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have priority for purposes
of withdrawals from the Custodial Account pursuant to Section 3.10, whether or
not such expenses and charges are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a
determination by the Master Servicer pursuant to this Section 3.14(a), the
Master Servicer shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10.
In addition, the Master Servicer may pursue any remedies that may be
available in connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Master Servicer is not required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing
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or any other provision of this Agreement, in the Master Servicer's sole
discretion with respect to any defaulted Mortgage Loan or REO Property as to
either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired
by the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan held in the Trust Fund until such time as the
REO Property shall be sold. Consistent with the foregoing for purposes of all
calculations hereunder so long as such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and the related amortization schedule in effect at the time
of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period) remain
in effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full years after the taxable year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or
such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each of
REMIC I or REMIC II as a REMIC under applicable state law and avoid taxes
resulting from such property failing to be foreclosure property under applicable
state law) or, at the expense of the Trust Fund, request, more than 60 days
before the day on which such grace period would otherwise expire, an extension
of such grace period unless the Master Servicer obtains for the Trustee and the
Insurer an Opinion of Counsel, addressed to the Trustee, the Insurer and the
Master Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause any of
REMIC I or REMIC II to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii)
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subject REMIC I or REMIC II to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery 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) (less
Deferred Interest, if any), to the Due Date in the related Due Period prior to
the Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired), other than with respect to any Arrearage;
fourth, to the Master Servicer (or the owner of the Arrearage) in respect of any
Arrearage; fifth, 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); sixth, to the Insurer for reimbursement for any payments made
pursuant to the Policy to the extent not reimbursed pursuant to Section
4.02(c)(v) and (vi) or 4.02(d)(v) and (vi); and seventh, to Foreclosure Profits.
(e) Notwithstanding the foregoing paragraphs of this Section
3.14, in the event that a Foreclosure Restricted Loan goes into foreclosure, if
acquiring title to the related Mortgaged Property by foreclosure or by deed in
lieu of foreclosure would cause the adjusted basis (for federal income tax
purposes) of the Mortgaged Properties underlying the Foreclosure Restricted
Loans in the applicable Loan Group that are currently owned by REMIC I after
foreclosure (along with any other assets owned by REMIC I other than "qualified
mortgages" and "permitted investments" within the meaning of Section 860G of the
Code) to exceed 0.75% of the adjusted basis of the assets in such Loan Group,
the Master Servicer shall not be permitted to acquire title to such Mortgaged
Property on behalf of REMIC I. Instead, the Master Servicer shall dispose of the
Mortgage Loan for cash in the foreclosure sale. In addition, if the Master
Servicer determines that following a distribution on any Distribution Date the
adjusted bases of the Mortgaged Properties underlying the Foreclosure Restricted
Loans in foreclosure (along with any other assets owned by REMIC I other than
"qualified mortgages" and "permitted investments" within the meaning of Section
860G of the Code) exceed 1.0% of the adjusted bases of the assets of REMIC I
immediately after the distribution, then prior to such Distribution Date, the
Master Servicer shall dispose of enough of such Mortgaged Properties in
foreclosure, for cash, so that the adjusted bases of such Mortgaged Properties
in foreclosure (along with any other assets owned by REMIC I other than
"qualified mortgages" and "permitted investments" within the meaning of Section
860G of the Code) will be less than 1.0% of the adjusted bases of the assets of
REMIC I. In either event, the Master Servicer is permitted to acquire (for its
own account and not on behalf of the Trust) the Mortgaged Property at the
foreclosure sale for an amount not less than the greater of: (i) the highest
amount bid by any other person at the foreclosure sale, or (ii) the estimated
fair value of the Mortgaged Property,
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as determined by the Master Servicer in good faith.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage
Loan, or upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the Master
Servicer will immediately notify the Trustee (if it holds the related Mortgage
File) or the Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 have been or will be
so deposited), substantially in one of the forms attached hereto as Exhibit G
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation thereon
and to cause the removal from the registration on the MERS(R) System of such
Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC
termination statements. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing Officer
substantially in one of the forms attached as Exhibit G hereto, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(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
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sale or other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities
hereunder, shall be entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such
clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a
Cash Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain therefrom and to pay to itself and/or the
related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid. If the portion of a
Monthly Payment on a Simple Interest Loan that is applied to interest is less
than the portion of such Monthly Payment that would have been applied to
interest if such payment had been received on the related Due Date, the
aggregate Servicing Fee payable on the related Distribution Date to the Master
Servicer in respect of all of the Mortgage Loans shall be reduced by such
difference. If the portion of a Monthly Payment on a Simple Interest Loan that
is applied to interest is more than the portion of such Monthly Payment that
would have been applied to interest if such payment had been received on the
related Due Date, the aggregate Servicing Fee payable on the related
Distribution Date to the Master Servicer in respect of all of the Mortgage Loans
shall be increased by such difference.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be
paid, all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
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(d) The Master Servicer's right to receive servicing compensation
may not be transferred in whole or in part except in connection with the
transfer of all of its responsibilities and obligations of the Master Servicer
under this Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of
servicing compensation that the Master Servicer shall be entitled to receive for
its activities hereunder for the period ending on each Distribution Date shall
be reduced (but not below zero) by an amount equal to 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); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer 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); (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) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi). With respect to any Distribution Date, Compensating Interest derived
from Loan Group I shall be used on such Distribution Date (i) to cover any
Prepayment Interest Shortfalls on the Group I Loans and (ii) to cover any
Prepayment Interest Shortfalls on the Group II Loans, but only to the extent not
covered by Compensating Interest derived from Loan Group II. With respect to any
Distribution Date, Compensating Interest derived from Loan Group II shall be
used on such Distribution Date (i) to cover any Prepayment Interest Shortfalls
on the Group II Loans and (ii) to cover any Prepayment Interest Shortfalls on
the Group I Loans, but only to the extent not covered by Compensating Interest
derived from Loan Group I.
(f) The Master Servicer, or any Special Servicer acting on its
behalf, shall be entitled to receive, as additional servicing compensation, to
the extent permitted by applicable law and the related Mortgage Notes and
Mortgages, any late payment charges or late fees, demand fees, assumption fees,
loan modification fees, extension fees, consent fees, beneficiary statement
charges, or similar items, in each case to the extent received with respect to
any Specially Serviced Mortgage Loan.
Furthermore, the Master Servicer, or any Special Servicer acting
on its behalf, shall be entitled to receive, as additional servicing
compensation, a workout fee (the "Workout Fee") equal to the product of 1.0% and
the amount of Net Collections received by the Master Servicer or any Special
Servicer with respect to each Corrected Mortgage Loan; provided, however, that
the Master Servicer, or any Special Servicer acting on its behalf, shall not
enter into any workout arrangement with respect to any Multifamily Loan which
will result in a Workout Fee without the consent of the Insurer. If any
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, any
right to the Workout Fee with respect to such Mortgage Loan earned in connection
with the initial modification, restructuring or workout thereof shall terminate,
and the Master Servicer, or any Special Servicer acting on its behalf, shall be
entitled to a new Workout Fee for such Mortgage Loan upon resolution or workout
of the subsequent event of default under such Mortgage Loan. If the Master
Servicer, or any Special Servicer acting on its behalf, is terminated for any
reason hereunder
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it shall retain the right to receive any Workout Fees payable in respect of any
Mortgage Loans which became Corrected Mortgage Loans during the period that it
acted as Master Servicer or Special Servicer, as applicable (and the successor
Master Servicer or Special Servicer, as applicable, shall not be entitled to any
portion of such Workout Fees), in each case until the Workout Fees for any such
Mortgage Loan ceases to be payable in accordance with this paragraph.
(g) In addition to other servicing compensation provided for in this
Agreement, and not in lieu thereof, the Master Servicer, or any Special Servicer
acting on its behalf, shall be entitled to (i) the Disposition Fee payable out
of certain Liquidation Proceeds prior to the deposit of the Liquidation Proceeds
in the Custodial Account and (ii) a fee of 0.25% of the unpaid balance of any
Mortgage Loan or Mortgage Loan relating to any REO Property repurchased from the
Trust Fund pursuant to Section 2.03.
Section 3.18. Reports to the Trustee and the Depositor.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trustee and the Depositor a statement,
certified by a Servicing Officer, setting forth the status of the Custodial
Account as of the close of business on such Distribution Date as it relates to
the Mortgage Loans and showing, for the period covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial Account in respect of
the Mortgage Loans for each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.20. Annual Statement as to Compliance.
The Master Servicer will deliver to the Depositor, the Trustee
and the Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and of its performance under the pooling and
servicing agreements, including this Agreement, has been made under such
officers' supervision, (ii) to the best of such officers' knowledge, based on
such review, the Master Servicer has complied in all material respects with the
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers and has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been material
noncompliance with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this Agreement, such
statement shall include a description of such noncompliance or specify each such
default, as the case may be, known to such officer and the nature and status
thereof and (iii) to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations under its Subservicing Agreement in all material
respects throughout such year, or if there has been material noncompliance with
such servicing standards or a material default in the fulfillment of such
obligations relating to this Agreement, specifying such statement shall include
a description of such noncompliance or specify each such default, as the case
may be, known to such officer and the nature and status thereof.
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Section 3.22. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, the Master
Servicer at its expense shall cause a firm of independent public accountants
which shall be members of the American Institute of Certified Public Accountants
to furnish a report to the Depositor, the Insurer and the Trustee stating its
opinion that, on the basis of an examination conducted by such firm
substantially in accordance with standards established by the American Institute
of Certified Public Accountants, the assertions made pursuant to Section 3.18
regarding compliance with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers during the preceding
calendar year are fairly stated in all material respects, subject to such
exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards
established by the American Institute of Certified Public Accountants (rendered
within one year of such statement) with respect to such Subservicers.
Section 3.24. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor, upon reasonable
notice, during normal business hours access to all records maintained by the
Master Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Depositor with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Insurer hereby
is so identified. The Depositor may, but is not obligated to perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer hereunder; provided that the
Master Servicer shall not be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have the responsibility or liability for any action or failure to act by the
Master Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
Section 3.26. Realization Upon Multifamily Loans.
(b) With respect to any Specially Serviced Mortgage Loan, the
Master Servicer, or any Special Servicer on its behalf, shall determine, in
accordance with the servicing standards herein, whether to grant a modification,
waiver or amendment of the terms of such Specially Serviced Mortgage Loan
(subject to the limitations contained in Section 3.13) commence foreclosure
proceedings or attempt to sell such Specially Serviced Mortgage Loan with
reference to which course of action is reasonably likely to produce a greater
recovery on a net present value basis with respect to such Specially Serviced
Mortgage Loan.
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(d) In connection with any foreclosure or other acquisition, the
Master Servicer shall pay the costs and expenses in any such proceedings as a
Servicing Advance.
If the Master Servicer, or any Special Servicer on its behalf,
elects to proceed with a non-judicial foreclosure in accordance with the laws of
the state where the related Mortgaged Property is located, the Master Servicer,
or any Special Servicer on its behalf, shall not be required to pursue a
deficiency judgment against the related Mortgagor or any other liable party if
the laws of such state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Master Servicer, or any Special Servicer on
its behalf, determines, in its reasonable judgment, that the likely recovery if
a deficiency judgment is obtained will not be sufficient to warrant the cost,
time, expense and/or exposure of pursuing such a deficiency judgment.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee, or to its nominee (which shall not include the
Master Servicer or any Special Servicer) or a separate trustee or co-trustee on
behalf of the Trustee, as the holder of the REMIC I Regular Interests and as
Trustee for the Certificateholders. Notwithstanding any such acquisition of
title and cancellation of the related Multifamily Loan, such Multifamily Loan
shall (except for purposes of Section 9.01) be considered to be a Mortgage Loan
held in the Trust Fund until such time as the related REO Property shall be sold
by the Trust Fund and the Stated Principal Balance of each Multifamily Loan
relating to an REO Property shall be reduced by any REO Proceeds allocated to
principal. Consistent with the foregoing, for purposes of all calculations
hereunder, so long as such Multifamily Loan shall be considered to be an
Outstanding Mortgage Loan:
(i) it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have
been discharged, such Mortgage Note and, for purposes of
determining the Stated Principal Balance thereof, the related
amortization schedule in effect at the time of any such
acquisition of title, remain in effect; and
(ii) REO Proceeds received in any month shall be deemed to
be treated first, as a recovery of any related and unreimbursed
Servicing Advances and, if applicable, unpaid Liquidation
Expenses; second, as a recovery of accrued and unpaid interest on
the related Multifamily Loan related to the REO Property to, but
not including, the Due Date in the Due Period of receipt; third,
as a recovery of principal of the related Multifamily Loan
related to the REO Property to the extent of its entire unpaid
principal balance; and fourth, as a recovery of any other amounts
deemed to be due and owing in respect of the related Multifamily
Loan related to the REO Property.
(f) Notwithstanding any provision to the contrary, the Master
Servicer, or any Special Servicer acting on its behalf, shall not acquire for
the benefit of the Trust Fund any personal property pursuant to this Section
3.21 unless either:
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(i) such personal property is incident to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired
by the Master Servicer, or any Special Servicer acting on its
behalf, for the benefit of the Trust Fund; or
(ii) the Master Servicer, or any Special Servicer on its
behalf, shall have requested and received an Opinion of Counsel
(the cost of such opinion shall be advanced as a Servicing
Advance, unless such Advance would be a Nonrecoverable Advance)
to the effect that the holding of such personal property by REMIC
I will not cause the imposition of a tax on REMIC I or REMIC II
under the REMIC Provisions or cause REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is
outstanding.
(h) Notwithstanding any provision to the contrary in this
Agreement, the Master Servicer, or any Special Servicer acting on its behalf,
shall not, on behalf of the Trust Fund, obtain title to any direct or indirect
partnership interest or other equity interest in any Mortgagor pledged pursuant
to any pledge agreement unless the Master Servicer, or any Special Servicer
acting on its behalf, shall have requested and received an Opinion of Counsel
(the cost of such opinion shall be advanced as a Servicing Advance, unless such
Advance would be a Nonrecoverable Advance) to the effect that the holding of
such partnership or other equity interest by the Trust Fund will not cause the
imposition of a tax on REMIC I or REMIC II under the REMIC Provisions or cause
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(j) Notwithstanding any provision to the contrary contained in
this Agreement, the Master Servicer, or any Special Servicer acting on its
behalf, shall not, on behalf of the Trust Fund, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise obtain title to
any direct or indirect partnership interest or other equity interest in any
Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, and shall not otherwise acquire possession of, or
take any other action with respect to, any Mortgaged Property if, as a result of
any such action, the Trustee, for the Trust Fund or the Certificateholders,
would be considered to hold title to, to be a "mortgagee-in-possession" of, or
to be an "owner" or "operator" of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Master
Servicer, or any Special Servicer acting on its behalf, has previously
determined in accordance with the servicing standards herein, based on an
updated Phase I Environmental Assessment report prepared (not more than 12
months prior to the taking of such action) by a Qualified Environmental
Consultant, that:
(A) the Mortgaged Property is in compliance with
applicable environmental laws and regulations or, if not, that taking
such actions as are necessary to bring the Mortgaged Property into
compliance therewith is reasonably likely to produce a greater recovery
on a present value basis than not taking such actions, and
(B) there are no circumstances present at such Mortgaged
Property relating to the use, management or disposal of any Hazardous
Materials for which investigation, testing, monitoring, containment,
clean-up or remediation could be required under any applicable federal,
state or local law or regulation, or that, if any such Hazardous
Materials
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are present for which such action could be required, after consultation
with a Qualified Environmental Consultant, taking such actions with
respect to the Mortgaged Property is reasonably likely to produce a
greater recovery on a present value basis than not taking such actions.
In the event that the Phase I Environmental Assessment first obtained or
updated by the Master Servicer, or any Special Servicer acting on its behalf,
with respect to a Mortgaged Property indicates that such Mortgaged Property may
not be in compliance with applicable environmental laws or that Hazardous
Materials may be present but does not definitively establish such fact, the
Master Servicer, or any Special Servicer acting on its behalf, shall cause such
further environmental tests as the Master Servicer, or any Special Servicer
acting on its behalf, shall deem prudent to protect the interests of
Certificateholders to be conducted by a Qualified Environmental Consultant. Any
such tests shall be deemed part of the Phase I Environmental Assessment obtained
by the Master Servicer, or any Special Servicer acting on its behalf, for
purposes of this Section 3.21. The Master Servicer shall pay for the cost of
preparation of such Phase I Environmental Assessments as well as the cost of any
remedial, corrective or other further action contemplated by clauses (A) and/or
(B) of this Section 3.21(e) as a Servicing Advance, unless such Advance would be
a Nonrecoverable Advance.
(l) The Master Servicer, or any Special Servicer on its behalf,
shall report to the IRS and to the related Mortgagor, in the manner required by
applicable law, the information required to be reported regarding any Mortgaged
Property which is abandoned or foreclosed. The Master Servicer, or any Special
Servicer acting on its behalf, shall deliver a copy of any such report to the
Trustee.
Section 3.28. Title and Management of REO Properties Related to
Multifamily Loans.
(b) In the event to any Mortgaged Property related to a
Multifamily Loan is acquired for the benefit of Certificateholders in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Trustee, or its nominee (which shall not
include the Master Servicer or any Special Servicer), or a separate trustee or
co-trustee, on behalf of the Trust Fund. The Master Servicer, or any Special
Servicer on its behalf, shall maintain accurate records with respect to each
related REO Property reflecting the status of taxes, assessments and other
similar items that are or may become a lien on such REO Property and the status
of insurance premiums payable with respect thereto. The Master Servicer, or any
Special Servicer on its behalf, on behalf of the Trust Fund, shall dispose of
any REO Property within three taxable years after the close of the taxable year
in which the Trust Fund acquires ownership of such REO Property (the "REO Grace
Period") for purposes of Section 860G(a)(8) of the Code, unless (i) the Master
Servicer, or any Special Servicer on its behalf, on behalf of REMIC I, has
timely applied for and received an extension of such REO Grace Period pursuant
to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Master
Servicer, or any Special Servicer on its behalf, shall sell such REO Property by
the end of the applicable extension period or (ii) the Master Servicer, or any
Special Servicer on its behalf, seeks and subsequently receives an Opinion of
Counsel (the cost of such opinion shall be advanced as a Servicing Advance,
unless it would be a Nonrecoverable Advance), addressed to the Master Servicer,
any Special Servicer and the Trustee, to the effect that the holding by the
Trust
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Fund of such REO Property for an additional specified period will not cause such
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code) at any time that any
Certificate is outstanding, in which case the Master Servicer, or any Special
Servicer on its behalf, shall sell such REO Property by the end of such
additional period, subject to any conditions set forth in such Opinion of
Counsel. The Master Servicer, or any Special Servicer on its behalf, on behalf
of the Trust Fund, shall dispose of any REO Property held by the Trust Fund
prior to the last day of the period (taking into account extensions) within
which such REO Property is required to be disposed of pursuant to the provisions
of the immediately preceding sentence in a manner provided under Section 3.23.
The Master Servicer, or any Special Servicer on its behalf, shall manage,
conserve, protect and operate each REO Property for the Certificateholders
solely for the purpose of its disposition and sale in a manner which does not
cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a)) of the Code or, except as
contemplated by Section 3.22(d), result in the receipt by REMIC I of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2)(B) of the
Code, in an Adverse REMIC Event (as defined in Section 10.01(f))in respect of
any of the REMICs.
(d) The Master Servicer, or any Special Servicer on its behalf,
shall have full power and authority, subject only to the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with
any REO Property as are consistent with the servicing standards herein, all on
such terms and for such period as the Master Servicer, or any Special Servicer
on its behalf, deems to be in the best interests of Certificateholders, and, in
connection therewith, the Master Servicer, or any Special Servicer on its
behalf, shall agree to the payment of management fees that are consistent with
general market standards. The Master Servicer, or any Special Servicer on its
behalf, shall segregate and hold all revenues received by it with respect to any
REO Property separate and apart from its own funds and general assets and shall
establish and maintain with respect to any REO Property a segregated custodial
account (each, an "REO Account"), each of which shall be an Eligible Account and
shall be entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS4, REO Account." The
Master Servicer, or any Special Servicer on its behalf, shall be entitled to any
interest or investment income earned on funds deposited in an REO Account to the
extent provided in Section 3.07(c). The Master Servicer, or any Special Servicer
on its behalf, shall deposit or cause to be deposited in the related REO Account
within two Business Days after receipt all REO Proceeds received by it with
respect to any REO Property, and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of such REO Property,
including:
(i) all insurance premiums and ground rents, if any, due and
payable in respect of such REO Property;
(ii) all real estate taxes and assessments in respect of
such REO Property and such other Mortgaged Properties that may
result in the imposition of a lien thereon; and
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(iii) all costs and expenses necessary to protect,
maintain, manage, operate, repair and restore such REO Property.
To the extent that such REO Proceeds are insufficient for the purposes
set forth in clauses (i) through (iii) above, the Master Servicer shall make an
Advance equal to the amount of such shortfall unless the Master Servicer
determines, in its good faith judgment, that such Advance would be a
Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement
of such Advances (with interest) made pursuant to the preceding sentence, to the
extent permitted pursuant to Section 3.10. The Master Servicer, or any Special
Servicer on its behalf shall remit to the Master Servicer, from each REO Account
for deposit in the Custodial Account on a monthly basis prior to the related
Remittance Date the REO Proceeds received or collected from the related REO
Property, except that in determining the amount of such REO Proceeds, the Master
Servicer, or any Special Servicer on its behalf, may retain in such REO Account
reasonable reserves for repairs, replacements and necessary capital improvements
and other related expenses.
Notwithstanding the foregoing, the Master Servicer, or any Special
Servicer on its behalf, shall not (unless permitted pursuant to subsection (d)
below):
(i) permit the Trust Fund to enter into, renew or extend any New
Lease if the New Lease, by its terms, will give rise to any income that does not
constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New
Lease other than amounts that will constitute Rents from Real Property;
(iii) authorize, perform or permit any construction on any REO
Property, other than the repair or maintenance thereof or the completion of a
building or other improvement thereon, and then only if more than 10% of the
construction of such building or other improvement was completed before default
on the related Multifamily Loan became imminent, all within the meaning of
Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate or allow any Person (other than an
Independent Contractor) to Directly Operate any REO Property on, any date more
than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Master Servicer, or any Special Servicer on its
behalf, has requested and received an Opinion of Counsel addressed to the Master
Servicer, any Special Servicer and the Trustee (the cost of such opinion shall
be advanced as a Servicing Advance unless such Advance would be a Nonrecoverable
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code) at any time that it is held by the Trust Fund, in
which case the Master Servicer, or any Special Servicer on its behalf, may take
such actions as are specified in such Opinion of Counsel.
The Master Servicer, or any Special Servicer on its behalf, shall be
required to contract with an Independent Contractor for the operation and
management of any REO Property within 90 days
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of the Trust Fund's acquisition thereof (unless the Master Servicer, or any
Special Servicer on its behalf, shall have provided the Trustee with an Opinion
of Counsel that the operation and management of such REO Property other than
through an Independent Contractor shall not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Code Section 860G(a)(8))
(the cost of such opinion shall be advanced as a Servicing Advance unless such
Advance would be a Nonrecoverable Advance), provided that:
(i) the terms and conditions of any such contract shall not be inconsistent
herewith and shall reflect an arm's length agreement;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light of the
nature and locality of the REO Property, the services rendered and other
relevant factors;
(iii) any such contract shall require, or shall be administered
to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property,
and (B) remit all related revenues collected (net of its fees and such costs and
expenses) to the Master Servicer, or any Special Servicer on its behalf, upon
receipt;
(iv) none of the provisions of this Section 3.22(b) relating to
any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Master Servicer, or any Special Servicer on its
behalf, of any of its duties and obligations to the Trust Fund or the Trustee on
behalf of the Certificateholders with respect to the operation and management of
any such REO Property; and
(v) the Master Servicer, or any Special Servicer on its behalf,
shall be obligated with respect thereto to the same extent as if it alone were
performing all duties and obligations in connection with the operation and
management of such REO Property.
The Master Servicer, or any Special Servicer on its behalf, shall be
entitled to enter into any agreement with any Independent Contractor performing
services for it related to its duties and obligations hereunder for
indemnification of the Master Servicer, or any Special Servicer on its behalf,
by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.
(f) When and as necessary, the Master Servicer, or any Special
Servicer on its behalf, shall send to the Trustee a statement prepared by the
Master Servicer, or any Special Servicer on its behalf, setting forth the amount
of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the
furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Section 3.22(b).
(h) Promptly following any acquisition by the Trust Fund of an
REO Property, the Master Servicer, or any Special Servicer on its behalf, shall
obtain an appraisal of such REO Property by an Independent appraiser familiar
with the area in which such REO Property is located
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in order to determine the fair market value of such REO Property and shall
notify the Depositor and the Trustee of the results of such appraisal. Any such
appraisal shall be conducted in accordance with MAI standards by an appraiser
with at least 5 years experience in the relevant property type and in the
jurisdiction in which the Mortgaged Property is located and the cost thereof
shall be reimbursable as a Servicing Advance.
Section 3.30. Sale of Specially Serviced Mortgage Loans and Related REO
Properties.
(b) The Master Servicer shall appoint itself as Special Servicer
or shall enter into (or have in place) a Subservicing Agreement with a Special
Servicer (other than the Master Servicer) to service each Specially Serviced
Mortgage Loan. With respect to any Specially Serviced Mortgage Loan or related
REO Property which the Master Servicer, or any Special Servicer on its behalf,
has determined to sell in accordance with Section 3.21 or otherwise, the Master
Servicer, or any Special Servicer on its behalf, shall deliver to the Trustee
and the Insurer an Officers' Certificate to the effect that the Master Servicer,
or any Special Servicer on its behalf, has determined to sell such Specially
Serviced Mortgage Loan or REO Property in accordance with this Section 3.23. The
Master Servicer, or any Special Servicer on its behalf, will give the Trustee
and the Insurer not less than 10 Business Days' prior written notice of its
intention to sell any Specially Serviced Mortgage Loan or REO Property. The
Repurchase Price for any Specially Serviced Mortgage Loan or REO Property
purchased under this Section 3.23(a) shall be deposited into the Custodial
Account, and the Trustee, upon receipt of an Officers' Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released the related Mortgage File, and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
representation or warranty as shall be provided to it and are reasonably
necessary to vest in the ownership of such Multifamily Loan or REO Property. In
connection with any such purchase, the Master Servicer, or any Special Servicer
acting on its behalf, shall deliver the related servicing file to the Person
effecting such purchase.
(d) If any Specially Serviced Mortgage Loan or REO Property is
not purchased as described in the first sentence of Section 3.23(a) within 10
Business Days of the Trustee having received notice in respect thereof pursuant
to Section 3.23(a) above, then either the Special Servicer or the Master
Servicer, in that order, may, at its option, within 10 Business Days after the
expiration of such 10 Business Day period, purchase (or designate an Affiliate
thereof to purchase) such Mortgage Loan or REO Property out of the Trust Fund at
a cash price equal to the Repurchase Price. The Repurchase Price for any such
Mortgage Loan or REO Property purchased under this Section 3.18(b) shall be
deposited into the Custodial Account, and the Trustee, upon receipt of an
Officers' Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Master Servicer or
the Special Servicer (or the designated Affiliate thereof), as applicable, the
related Mortgage File, and shall execute and deliver such instruments of
transfer or assignments, in each case without recourse, representation or
warranty as shall be provided to it and are reasonably necessary to vest in the
Master Servicer or the Special Servicer (or the designated Affiliate thereof),
as applicable, the ownership of such Mortgage Loan or REO Property. In
connection with any such purchase by the Master Servicer, the Special Servicer,
if any, shall deliver the related servicing file to the Master Servicer.
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(f) The Master Servicer, or any Special Servicer acting on its
behalf, may offer to sell to any Person (including the Depositor, the Master
Servicer and any Special Servicer) any Specially Serviced Mortgage Loan or REO
Property not otherwise purchased pursuant to Section 3.23(a) or 3.23(b) if and
when the Master Servicer, or any Special Servicer acting on its behalf,
determines, consistent with the servicing standards herein, that such a sale
would be in the best economic interests of the Certificateholders and the
Insurer (as a collective whole). The Master Servicer, or any Special Servicer
acting on its behalf, shall give the Trustee not less than ten Business Days
prior written notice of its intention to sell such Specially Serviced Mortgage
Loan or REO Property, in which case the Master Servicer, or any Special Servicer
acting on its behalf, shall accept any offer received from any Person that is
determined by the Master Servicer, or any Special Servicer acting on its behalf,
to be a fair cash price, as determined in accordance with Section 3.23(b), for
such Specially Serviced Mortgage Loan or REO Property if the offeror is a Person
other than the Master Servicer, or any Special Servicer acting on its behalf, or
an Affiliate thereof, or is determined to be such a price by the Trustee if the
offeror is the Master Servicer, or any Special Servicer acting on its behalf, or
an Affiliate thereof; provided, however, that any offer by an Interested Person
in the amount of the Repurchase Price shall be deemed to be a fair cash price.
Notwithstanding anything to the contrary herein, neither the Trustee in its
individual capacity nor any of its Affiliates, may make an offer to purchase or
purchase any Specially Serviced Mortgage Loan or any REO Property pursuant
hereto.
In addition, in the event that the Master Servicer, or any Special
Servicer acting on its behalf, receives more than one fair offer with respect to
any Specially Serviced Mortgage Loan or REO Property, the Master Servicer, or
any Special Servicer acting on its behalf, may accept an offer that is not the
highest fair cash offer if it determines, in accordance with the servicing
standards herein, that acceptance of such offer would be in the best interests
of the Certificateholders and the Insurer (for example, if the prospective buyer
making the lower cash offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower cash offer are more
favorable). In the event that the Master Servicer, or any Special Servicer
acting on its behalf, determines with respect to any REO Property that the
offers being made with respect thereto are not in the best interests of the
Certificateholders and that the end of the REO Grace Period referred to in
Section 3.22(a) with respect to such REO Property is approaching, the Master
Servicer, or any Special Servicer acting on its behalf, shall seek an extension
of such REO Grace Period in the manner described in Section 3.22(a); provided,
however, that the Master Servicer, or any Special Servicer acting on its behalf,
shall use its best efforts in accordance with the servicing standards herein, to
sell any REO Property no later than the day prior to the Determination Date
immediately prior to the Final Distribution Date.
(h) In determining whether any offer received represents a fair
price for any Specially Serviced Mortgage Loan or any REO Property, the Master
Servicer, or any Special Servicer acting on its behalf, shall be entitled to
engage and may conclusively rely on the opinion of an Independent appraiser or
other expert in real estate matters retained by the Master Servicer, or any
Special Servicer acting on its behalf, the cost of which shall be advanced as a
Servicing Advance, unless such Servicing Advance would be a Nonrecoverable
Advance. In determining whether any offer constitutes a fair price for any
Specially Serviced Mortgage Loan or any REO Property, the Master Servicer, or
any Special Servicer acting on its behalf (or, if applicable, such appraiser)
shall take into account, and any appraiser or other expert in real estate
matters shall be
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instructed to take into account, any appraisal obtained and, as applicable,
among other factors, the period and amount of any delinquency on such Specially
Serviced Mortgage Loan, the physical (including environmental) condition of the
related Mortgaged Property or such REO Property, the state of the local economy
and the Trust Fund's obligation to dispose of any REO Property within the time
period specified in Section 3.22(a).
(j) Subject to the provisions of Section 3.22, the Master
Servicer, or any Special Servicer acting on its behalf, shall act on behalf of
the Trust Fund and the Insurer in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Specially Serviced
Mortgage Loan or REO Property, including the collection of all amounts payable
in connection therewith. Any sale of a Specially Serviced Mortgage Loan or any
REO Property shall be without recourse to, or representation or warranty by, the
Trustee, the Depositor, the Insurer, the Master Servicer, any Special Servicer
or the Trust Fund (except that any contract of sale and assignment and
conveyance documents may contain customary warranties of title and condition, so
long as the only recourse for breach thereof is to the Trust Fund), and, if such
sale is consummated in accordance with the duties of the Master Servicer, any
Special Servicer, the Depositor and the Trustee pursuant to the terms of this
Agreement, no such Person who so performed shall have any liability to the Trust
Fund or any Certificateholder with respect to the purchase price therefor
accepted by the Master Servicer, or any Special Servicer acting on its behalf,
or the Trustee.
(l) Liquidation Proceeds related to any such sale shall be
promptly, and in any event within one Business Day following receipt thereof,
deposited in the Custodial Account in accordance with Section 3.07(b).
Section 3.32. Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(b) Upon determining that any Multifamily Loan has become a
Specially Serviced Mortgage Loan, the Master Servicer shall immediately give
notice thereof, together with a copy of the related Mortgage File, to a Special
Servicer and shall use its best efforts to provide the Special Servicer with all
information, documents but excluding the original documents constituting such
Mortgage File) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Multifamily Loan and
reasonably requested by the Special Servicer to enable it to assume its duties
hereunder with respect thereto without acting through a Subservicer. The Master
Servicer shall use its best efforts to comply with the preceding sentence within
five Business Days of the date such Multifamily Loan became a Specially Serviced
Mortgage Loan and in any event shall continue to act as Master Servicer and
administrator of such Multifamily Loan (i) if the Master Servicer does not
exercise such discretion or (ii) until the Special Servicer has commenced the
servicing of such Multifamily Loan, which shall occur upon the receipt by the
Special Servicer of the information, documents and records referred to in the
preceding sentence. No later than 10 Business Days before the Master Servicer is
required to deliver a copy of the Mortgage File to the Special Servicer, it
shall review the Mortgage File and request from the Trustee any material
documents that it is aware are missing from the Mortgage File. With respect to
each Multifamily Loan that becomes a Specially Serviced Mortgage Loan, the
Master Servicer shall instruct the related Mortgagor to continue to remit all
payments in respect of such Mortgage Loan to the Master Servicer.
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Upon determining that a Multifamily Loan is no longer a Specially
Serviced Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer and upon giving such notice, the Special
Servicer's obligation to service such Multifamily Loan shall terminate and the
obligations of the Master Servicer to service and administer such Multifamily
Loan as a Mortgage Loan that is not a Specially Serviced Mortgage Loan shall
resume.
(d) In servicing any Specially Serviced Mortgage Loan, the
Special Servicer shall provide to the Trustee originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (to the extent such documents are in the possession of the Special
Servicer) and copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor, and the Special Servicer
shall provide copies of the foregoing to the Master Servicer, including, without
limitation, electronic data and/or files in CMSA IRP format.
(f) The Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Mortgage Loans and shall provide
any Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement. Any Special Servicer shall
provide the Master Servicer with any information reasonably required by the
Master Servicer to perform its duties under this Agreement.
(h) In the event that the Special Servicer is required under the
terms of this Agreement to service, or perform any of its duties hereunder with
respect to, a Mortgage Loan that is not a Specially Serviced Mortgage Loan, the
Master Servicer shall provide the Special Servicer with a copy of any document
contained in the Mortgage File that is necessary for the Special Servicer to
perform any of its duties hereunder. Upon request, the Master Servicer shall
provide the Special Servicer, at the Special Servicer's expense, with a copy of
any document contained in the Mortgage File that is not currently necessary for
the Special Servicer to perform its duties hereunder.
Section 3.34. Inspections.
Commencing in 2001, the Master Servicer (or, with respect to
Specially Serviced Mortgage Loans and the related REO Properties, any Special
Servicer) shall, with respect to each Multifamily Loan, inspect or cause to be
inspected the related Mortgaged Property at least once every two years;
provided, however if such Multifamily Loan is a Specially Serviced Mortgage
Loan, then in each such case the related Mortgaged Property will be inspected at
least once every year. Promptly after a Multifamily Loan becomes a Specially
Serviced Mortgage Loan (and in any event within 60 days thereafter), the Master
Servicer, or any Special Servicer on its behalf, shall inspect the Mortgaged
Property. The annual inspections will be done at the expense of the servicer
performing the inspection. The inspection done at the time a Mortgage Loan
becomes a Specially Serviced Mortgage Loan will be an expense of the Trust Fund.
The Master Servicer and any Special Servicer shall each prepare or cause to be
prepared as soon as reasonably possible a written report of each such inspection
and shall deliver a copy of such report (which may be in electronic format) to
the Trustee, the Insurer and each Rating Agency within 15 days after the
preparation thereof.
Section 3.36. Available Information and Notices.
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Upon request, the Master Servicer, or any Special Servicer on its
behalf, shall promptly furnish to each Rating Agency, the Insurer and the
Trustee (in written or electronic format) annual reports of each Mortgagor with
respect to the net operating income and occupancy rates required to be delivered
by the related Mortgagor and actually received by the Master Servicer, or any
Special Servicer on its behalf, with respect to Specially Serviced Mortgage
Loans, to the extent that delivery of such items is consistent with applicable
law and the related Mortgage Loan documents. Upon request, the Master Servicer,
or any Special Servicer on its behalf, shall promptly furnish to each Rating
Agency, the Insurer and the Trustee (in written or electronic format) all rent
rolls and sales reports with respect to Specially Serviced Mortgage Loans, to
the extent they are delivered by the related Mortgagor to the Master Servicer,
or any Special Servicer on its behalf, and to the extent that delivery of such
items is consistent with applicable law and the related Mortgage Loan documents.
The Master Servicer, or any Special Servicer on its behalf, shall promptly
notify each Rating Agency, the Insurer and the Trustee if it obtains knowledge
of any material uninsured damage to a Mortgaged Property that relates to a
Specially Serviced Mortgage Loan.
In addition to the other reports and information made available and
distributed pursuant to other provisions of this Agreement, the Master Servicer
and any Special Servicer shall, in accordance with such reasonable rules and
procedures as it may adopt, also make available any information relating to the
Multifamily Loans and the related Mortgaged Properties or the related Mortgagors
for review by the Insurer, the Depositor, the Rating Agencies and the Trustee.
The Master Servicer and any Special Servicer acting on its behalf, as the case
may be, will also make such information available to any Person that the Trustee
at the request of the Master Servicer or Special Servicer certifies is a
Certificateholder or Certificate Owner or potential Certificateholder or
Certificate Owner. The Trustee may base the certification on any information
from the Certificateholder or Certificate Owner or the potential
Certificateholder or Certificate Owner that the Trustee may require in its sole
discretion. The Trustee may require such Certificateholder or Certificate Owner
or potential Certificateholder or Certificate Owner to pay any expenses incurred
by the Trustee in making such certification.
The Trustee shall also make available at its offices primarily
responsible for administration of the Trust Fund, during normal business hours,
for review by the Depositor, the Rating Agencies, the Insurer, any
Certificateholder, any Person identified to the Trustee by a Certificateholder
or a Certificate Owner as a prospective transferee of a Certificate or a
beneficial interest therein and any other Persons to whom the Trustee believes
such disclosure is appropriate, any reports or information relating to the
Multifamily Loans or the related Mortgaged Properties or the related Mortgagors
which the Trustee has received from the Master Servicer or the Special Servicer.
The Trustee shall make available at its offices during normal business hours,
for review by the Depositor, the Master Servicer, any Special Servicer, the
Rating Agencies, the Insurer, any Certificateholder or Certificate Owner, any
Person identified to the Trustee by a Certificateholder or Certificate Owner as
a prospective transferee of a Certificate or a beneficial interest therein and
any other Persons to whom the Trustee believes such disclosure is appropriate,
the following items: (i) the inspection reports prepared by or on behalf of the
Master Servicer or the Special Servicer, as applicable, in connection with the
property inspections conducted by the Master Servicer or the Special Servicer,
as applicable, pursuant to Section 3.25 and (ii) any and all modifications,
waivers and amendments of the terms of a Multifamily Loan entered into by the
Master Servicer or the Special Servicer, in each case except to the extent doing
so is prohibited by applicable laws or by any documents related to a Multifamily
Loan. Copies of any and all of the foregoing items shall be available from the
Master
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Servicer, the Special Servicer or the Trustee, as applicable, upon request
(subject to the exception in the preceding sentence). The Master Servicer, the
Special Servicer and the Trustee shall be permitted to require payment (other
than from any Rating Agency) of a sum sufficient to cover the reasonable costs
and expenses incurred by it in providing copies of or access to any information
requested in accordance with the previous sentence.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 5.02. Certificate Account.
(b) The Master Servicer acting as agent of the Trustee shall
establish and maintain a Certificate Account in which the Master Servicer shall
cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York
time on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii) any
amount required to be deposited in the Certificate Account pursuant to Section
3.16(e) or Section 4.07, (iv) any amount to be deposited in the Reserve Fund
pursuant to Section 4.09, (v) any amount required to be paid pursuant to Section
9.01, (vi) an amount equal to the Certificate Insurer Premium payable on such
Distribution Date and (vii) all other amounts constituting the Group I or Group
II Available Distribution Amount for the immediately succeeding Distribution
Date. In addition, as and to the extent required pursuant to Section 4.08(b),
the Trustee shall withdraw from the Insurance Account and deposit into the
Certificate Account the amount necessary to pay the Insured Amount on each
Distribution Date to the extent received from the Insurer.
(d) On each Distribution Date, prior to making any other
distributions referred to in Section 4.02 herein, the Trustee shall withdraw
from the Certificate Account and pay to the Insurer, by wire transfer of
immediately available funds to the Insurer Account, the Certificate Insurer
Premium for such Distribution Date. The Trustee shall deposit any amounts
received pursuant to the Policy into the Certificate Account. Any such amounts
shall be distributed on the immediately following Distribution Date as part of
the Group I or Group II Available Distribution Amount, as applicable.
(f) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments designated
in the name of the Trustee for the benefit of the Certificateholders and the
Insurer, which shall mature not later than the Business Day next preceding the
Distribution Date next following the date of such investment (except that (i)
any investment in the institution with which the Certificate Account is
maintained may mature on such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized.
Section 5.04. Distributions.
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(b) On each Distribution Date, the Trustee (or the Paying Agent
on behalf of the Trustee) shall allocate and distribute the Principal
Distribution Amount for such date to the interest issued in respect of REMIC I
and REMIC II as specified in this Section.
(d) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests:
(i) to the Holders of REMIC I Regular Interests, in an
amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Accrued Interest in respect of REMIC I
Regular Interest LT6-I shall be reduced when the REMIC I Group I
Overcollateralized Amount is less than the REMIC I Group I
Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the REMIC I Regular Interest
LT6-I Maximum Interest Deferral Amount, and amounts payable as
Uncertificated Accrued Interest in respect of REMIC I Regular
Interest LT3-II shall be reduced when the REMIC I Group II
Overcollateralized Amount is less than the REMIC I Group II
Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the REMIC I Regular Interest
LT3-II Maximum Interest Deferral Amount; and
(ii)
(a) on each Distribution Date, to the Holders of REMIC I
Regular Interests relating to Loan Group I, in an
amount equal to the remainder of the proceeds relating
to Loan Group I after the distributions made pursuant
to clause (i) above, allocated as follows (except as
provided below):
(i) to the Holders of the REMIC I Regular Interest LT1-I,
98.00% of such remainder;
(ii) to the Holders of the REMIC I Regular Interest LT2-I,
LT3-I, LT4-I and LT5-I, 1.00% of such remainder, in the
same proportion as principal payments are allocated to
the Class A-I-1, Class A-I-2, Class A-I-3 and Class
A-I-4 Certificates, respectively; and
(iii)to the Holders of the REMIC I Regular Interest LT6-I,
1.00% of such remainder;
provided, however, that 98.00% and 2.00% of
any principal payments that are attributable
to a Group I Overcollateralization Reduction
Amount shall be allocated to Holders of the
REMIC I Regular Interest LT1-I and REMIC I
Regular Interest LT6-I, respectively.
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(b) on each Distribution Date, to the Holders of REMIC I
Regular Interests relating to Loan Group II, in an
amount equal to the remainder of the proceeds relating
to Loan Group II after the distributions made pursuant
to clause (i) above, allocated as follows (except as
provided below):
(i) to the Holders of the REMIC I Regular Interest LT1- II,
98.00% of such remainder;
(ii) to the Holders of the REMIC I Regular Interest LT2-II
1.00% of such remainder; and
(iii)to the Holders of the REMIC I Regular Interest LT3-
II, 1.00% of such remainder;
provided, however, that 98.00% and 2.00% of
any principal payments that are attributable
to a Group II Overcollateralization
Reduction Amount shall be allocated to
Holders of the REMIC I Regular Interest
LT1-II and REMIC I Regular Interest LT3-II,
respectively.
(2) [reserved]
(3) Notwithstanding the distributions on the REMIC I Regular
Interests described in this Section 4.02(b), distribution of funds from the
Certificate Account shall be made only in accordance with Section 4.02(c) and
(d).
(f) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to each Certificateholder of record on the next preceding Record Date
(other than as provided in Section 9.01 respecting the final distribution)
either in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Master
Servicer or the Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by the Record Date,
by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register such Certificateholder's share (which
share with respect to each Class of Certificates, shall be based on the
aggregate of the Percentage Interests represented by Certificates of the
applicable Class held by such Holder of the following amounts), in the following
order of priority, in each case to the extent of the Group I Available
Distribution Amount:
(i) to the Class A-I Certificateholders, Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, plus any Accrued Certificate Interest
remaining unpaid from any prior Distribution Date, less any
Prepayment Interest Shortfalls on the Group I Loans, to the
extent not covered by Compensating Interest pursuant to Section
3.16 (the "Group I Interest Distribution Amount"), with such
amount allocated among the Class A-I Certificateholders on a pro
rata basis;
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(ii) to the Class A-I Certificateholders, the lesser of
(a) the excess of (i) the Group I Available Distribution Amount
over (ii) the Group I Interest Distribution Amount and (b) the
Group I Principal Distribution Amount (other than with respect to
clauses (iv) and (v) thereof), in the order described in Section
4.02(e), until the aggregate Certificate Principal Balance of the
Class A-I Certificates has been reduced to zero;
(iii) to the Class A-I Certificateholders, if any, of the
Group I Available Distribution Amount remaining after the
foregoing distributions (such amount, the "Group I Excess Cash
Flow"), an amount equal to the Realized Losses on the Group I
Loans during the immediately preceding Due Period, applied to
reduce the Certificate Principal Balances of the Class A-I
Certificate, in the order described in Section 4.02(e), until the
aggregate Certificate Principal Balance of the Class A-I
Certificates has been reduced to zero;
(iv) to the Class A-II Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, an amount equal to
the Realized Losses on the Group II Loans during the immediately
preceding Due Period to the extent not covered by the Group II
Excess Cash Flow, applied to reduce the Certificate Principal
Balance of the Class A-II Certificates, until the Certificate
Principal Balance of the Class A-II Certificates has been reduced
to zero;
(v) to the Insurer, from the amount, if any, of the Group
I Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group I Cumulative Insurance
Payments;
(vi) to the Insurer, from the amount, if any, of the Group
I Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group II Cumulative Insurance
Payments, to the extent not covered by the Group II Excess Cash
Flow;
(vii) to the Class A-II Certificateholders, from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the Group II
Overcollateralization Increase Amount for such Distribution Date,
in reduction of the Certificate Principal Balance thereof, until
the Certificate Principal Balance of the Class A-II Certificates
has been reduced to zero, but only to the extent the Certificate
Principal Balance of the Class A-II Certificates immediately
prior to such Distribution Date exceeded the aggregate Stated
Principal Balance of the Group II Loans at the end of the
immediately preceding Due Period and to the extent not covered by
the Group II Excess Cash Flow;
(viii) except on the first Distribution Date, to the Class
A-I Certificateholders, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount
for such Distribution Date, in the order described in Section
4.02(e), until the aggregate Certificate Principal Balance of
such Class A-I Certificates has been reduced to zero;
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(ix) except on the first Distribution Date, to the Class
A-II Certificateholders, from the amount, if any, of the Group I
Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount
for such Distribution Date to the extent not covered by the Group
II Excess Cash Flow for such Distribution Date, in reduction of
the Certificate Principal Balance thereof, until the Certificate
Principal Balance of the Class A-II Certificates has been reduced
to zero;
(x) to the Class A-I Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto with respect to the Group I
Loans, to the extent not covered by Compensating Interest on such
Distribution Date;
(xi) to the Class A-II Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto with respect to the Group
II Loans, to the extent not covered by Compensating Interest and
any Group II Excess Cash Flow on such Distribution Date;
(xii) to the Class A-I Certificateholders from the amount,
if any, of the Group I Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment
Interest Shortfalls allocated thereto remaining unpaid from prior
Distribution Dates together with interest thereon;
(xiii) to the Class A-II Certificateholders from the
amount, if any, of the Group I Available Distribution Amount
remaining after the foregoing distributions, the amount of any
Prepayment Interest Shortfalls allocated thereto remaining unpaid
from prior Distribution Dates together with interest thereon, to
the extent not covered by any Group II Excess Cash Flow on such
Distribution Date;
(xiv) to make payments, from amounts otherwise payable to
the Class SB-I Certificates (but in no event more than the
Accrued Certificate Interest on such Class), (i) first, to the
Reserve Fund to pay to the Class A-II Certificates, the amount of
any Basis Risk Shortfall Carry-Forward Amount on such Certificate
to the extent not covered by payments pursuant to Section
4.02(d)(xiv), and (ii) second, to maintain a balance in the
Reserve Fund equal to the Reserve Fund Deposit;
(xv) to the Class SB-I Certificates, from the amount, if
any, of the Group I Available Distribution Amount remaining after
the foregoing distributions, Accrued Certificate Interest thereon
and the amount of any Group I Overcollateralization Reduction
Amount for such Distribution Date; and
(xvi) to the related Class R Certificateholders, the
balance, if any, of the Group I Available Distribution Amount.
(h) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
each Certificateholder
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of record on the next preceding Record Date (other than as provided in Section
9.01 respecting the final distribution) either in immediately available funds
(by wire transfer or otherwise) to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share with respect to each Class
of Certificates, shall be based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder of the
following amounts, in the following order of priority, subject to the provisions
of Section 4.02(e)), in each case to the extent of the Group II Available
Distribution Amount:
(ii) to the Class A-II Certificateholders, Accrued
Certificate Interest payable on such Certificates with respect to such
Distribution Date, plus any Accrued Certificate Interest remaining
unpaid from any prior Distribution Date, less any Prepayment Interest
Shortfalls on the Group II Loans, to the extent not covered by
Compensating Interest pursuant to Section 3.16 (the "Group II Interest
Distribution Amount");
(iv) to the Class A-II Certificateholders, the lesser of
(a) the excess of (i) the Group II Available Distribution Amount over
(ii) the Group II Interest Distribution Amount and (b) the Group II
Principal Distribution Amount (other than with respect to clauses (iv)
and (v) thereof), until the Certificate Principal Balance of the Class
A-II Certificates has been reduced to zero;
(vi) to the Class A-II Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions (such amount, the "Group II Excess
Cash Flow") an amount equal to the Realized Losses on the Group II Loans
during the immediately preceding Due Period, applied to reduce the
Certificate Principal Balance of the Class A-II Certificates, until the
Certificate Principal Balance of the Class A-II Certificates has been
reduced to zero;
(viii) to the Class A-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions an amount equal to the Realized Losses
on the Group I Loans during the immediately preceding Due Period to the
extent not covered by the Group I Excess Cash Flow, applied to reduce
the Certificate Principal Balances of the Class A-I Certificates, , in
the order described in Section 4.02(e), until the aggregate Certificate
Principal Balance of the Class A-I Certificates has been reduced to
zero;
(x) to the Insurer, from the amount, if any, of the Group
II Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group II Cumulative Insurance Payments;
(xii) to the Insurer, from the amount, if any, of the
Group II Available Distribution Amount remaining after the foregoing
distributions, in respect of any Group I Cumulative Insurance Payments,
to the extent not covered by the Group I Excess Cash Flow;
107
(xiv) to the Class A-I Certificateholders, from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the Group I Overcollateralization
Increase Amount for such Distribution Date, in reduction of the
Certificate Principal Balance thereof, until the aggregate Certificate
Principal Balance of the Class A-I Certificates has been reduced to
zero, but only to the extent the aggregate Certificate Principal Balance
of the Class A-I Certificates immediately prior to such Distribution
Date exceeded the aggregate Stated Principal Balance of the Group I
Loans at the end of the immediately preceding Due Period and to the
extent not covered by the Group I Excess Cash Flow, in the order
described in Section 4.02(e);
(xvi) except on the first Distribution Date, to the Class
A-II Certificateholders, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the Group II Overcollateralization Increase Amount for
such Distribution Date, in reduction of the Certificate Principal
Balance of the Class A-II Certificates, until the aggregate Certificate
Principal Balance of the Class A-II Certificates has been reduced to
zero;
(ix) except on the first Distribution Date, to the Class
A-I Certificateholders, from the amount, if any, of the Group II
Available Distribution Amount remaining after the foregoing
distributions, the Group I Overcollateralization Increase Amount for
such Distribution Date to the extent not covered by the Group I Excess
Cash Flow for such Distribution Date, in reduction of the Certificate
Principal Balance thereof, until the Certificate Principal Balance of
the Class A-I Certificates has been reduced to zero;
(x) to the Class A-II Certificateholders from the amount,
if any, of the Group II Available Distribution Amount remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto with respect to the Group II Loans, to the
extent not covered by Compensating Interest on such Distribution Date;
(xi) to the Class A-I Certificateholders from the amount,
if any, of the Group II Available Distribution Amount remaining after
the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto with respect to the Group I Loans, to the
extent not covered by Compensating Interest and any Group I Excess Cash
Flow on such Distribution Date;
(xii) to the Class A-II Certificateholders from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon;
(xiii) to the Class A-I Certificateholders from the
amount, if any, of the Group II Available Distribution Amount remaining
after the foregoing distributions, the amount of any Prepayment Interest
Shortfalls allocated thereto remaining unpaid from prior Distribution
Dates together with interest thereon, to the extent not covered by any
Group I Excess Cash Flow on such Distribution Date;
(xiv) to make payments, from amounts otherwise payable to
the Class SB-II Certificates (but in no event more than the Accrued
Certificate Interest on such Class), (i)
108
first, to the Reserve Fund to pay to the Class A-II Certificates, the
amount of any Basis Risk Shortfall Carry-Forward Amount on such
Certificate, and (ii) second, to maintain a balance in the Reserve Fund
equal to the Reserve Fund Deposit;
(xv) to the Class SB-II Certificates, from the amount, if
any, of the Group II Available Distribution Amount remaining after the
foregoing distributions, Accrued Certificate Interest thereon and the
amount of any Group II Overcollateralization Reduction Amount for such
Distribution Date; and
(xvi) to the related Class R Certificateholders, the
balance, if any, of the Group II Available Distribution Amount.
(j) Any amounts payable to the Class A-I Certificateholders
pursuant to 4.02(c)(ii), (iii) and (viii) and Section 4.02(d)(iv) and (vii)
above shall be allocated to the Class A-I- 1, Class A-I-2, Class A-I-3 and Class
A-I-4 Certificates, in that order, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
(l) Within five Business Days before the related Distribution
Date, the Master Servicer shall notify the Trustee of the amounts, if any,
payable to the Insurer pursuant to Section 4.02(c)(v) and (vi) and (d)(v) and
(vi).
(n) In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within two
years of the date on which such Realized Loss was determined to have occurred
the Master Servicer receives amounts which the Master Servicer reasonably
believes to represent subsequent recoveries (net of any related 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 (net of any related liquidation expenses) in
respect of the representations and warranties made by the related Seller
pursuant to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to 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. For the purposes of this Section
4.02(g) any allocation of a Realized Loss to Group I or Group II Excess Cash
Flow will be treated as an allocation of a Realized Loss to the Class A-I or
Class A-II Certificates, as applicable. Notwithstanding the foregoing, to the
extent that the Master Servicer receives recoveries with respect to Realized
Losses which were allocated to the related Class A Certificates and which were
paid by the Insurer pursuant to the Policy and not previously reimbursed
pursuant to Section 4.02(c)(v) and (vi) or (d)(v) and (vi), such recoveries
shall be paid directly to the Insurer and applied to reduce the Group I or Group
II Cumulative Insurance Payments then due to the Insurer prior to any payment of
such amounts to any current Certificateholder or any previous Certificateholder.
Any amounts to be so distributed shall not be
109
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.
(p) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(r) 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 prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final cancellation, the Trustee
shall cause funds distributable with respect to such Certificates to be
withdrawn from the Certificate Account and credited to a separate escrow account
for the benefit of such Certificateholders as provided in Section 9.01(d).
(t) To the extent on any Distribution Date the Group II Available
Distribution Amount is less than Accrued Certificate Interest on the Class A-II
Certificates on such Distribution Date (without regard to clause (iii) of the
definition thereof) and Deferred Interest exists on such Distribution Date, the
lesser of such excess and the amount of Deferred Interest shall result in a
reduction in Accrued Certificate Interest on the Class A-II Certificates and an
increase in the Certificate Principal Balance of the Class A-II Certificates.
Section 5.06. Statements to Certificateholders.
(b) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date the Master
Servicer shall forward to the Trustee and the Trustee shall forward by mail or
otherwise make available electronically to each Holder, the Insurer and the
Depositor a statement setting forth the following information as to each Class
of Certificates, in each case to the extent applicable:
(ii) (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;
110
(iv) the amount of such distribution to Holders of such
Class of Certificates allocable to interest;
(vi) 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;
(viii) the amount of any Advance by the Master Servicer with
respect to the Group I Loans and Group II Loans
pursuant to Section 4.04;
(x) the number of Group I and Group II Loans and the
Stated Principal Balance after giving effect to the
distribution of principal on such Distribution
Date;
(xii) the aggregate Certificate Principal Balance of each
Class of the Certificates, after giving effect to
the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual
distribution of principal;
(xiv) on the basis of the most recent reports furnished
to it by Subservicers, the number and aggregate
principal balances of Group I Loans and Group II
Loans that are Delinquent (A) one month, (B) two
months and (C) three or more months and the number
and aggregate principal balance of Group I Loans
and Group II Loans that are in foreclosure;
(xvi)the number, aggregate principal balance and book value
of any REO Properties;
(xviii) 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;
(xx) the aggregate amount of Realized Losses for such
Distribution Date and the aggregate amount of
Realized Losses on the Group I Loans and Group II
Loans incurred since the Cut-off Date;
(xxii) the Group I and Group II Special Hazard Amount,
Group I and Group II Fraud Loss Amount and Group I
and Group II Bankruptcy Amount as of the close of
business on such Distribution Date and a
description of any change in the calculation of
such amounts;
(xxiv) the amount of any Insured Amount paid on such
Distribution Date, the amount of any reimbursement
payment made to the Insurer on such Distribution
Date pursuant to Section 4.02(c)(v) and (vi) and
4.02(d)(v) and (vi) and the amount of Group I and
Group II
111
Cumulative Insurance Payments after giving effect
to any such Insured Amount or any such
reimbursement payment to the Insurer;
(xxvi) the Pass-Through Rate on each Class of Certificates,
the Group I Weighted Average Net Mortgage Rate, Group I
Weighted Average Actual/360 Net Mortgage Rate and the
Group II Weighted Average Actual/360 Net Mortgage Rate;
(xxviii) the weighted average of the Maximum Net Mortgage
Rates on the Group I Loans and Group II Loans;
(xxx)the Basis Risk Shortfall, Basis Risk Shortfall
Carry-Forward Amount and Group I and Group II
Prepayment Interest Shortfalls;
(xxxii) the Group I and Group II Overcollateralization
Amount and the Group I and Group II Required
Overcollateralization Amount following such
Distribution Date;
(xxxiv) the number and aggregate principal balance of Group
I Loans and Group II Loans repurchased under Section
4.07;
(xxxvi) the aggregate amount of Deferred Interest added to
the Stated Principal Balance of the Group II Loans;
(xxxviii) the aggregate amount of any recoveries on
previously foreclosed loans from Residential Funding
due to a breach of representation or warranty;
(xl) the weighted average remaining term to maturity of
the Group I Loans and Group II Loans after giving
effect to the amounts distributed on such
Distribution Date;
(xlii) the weighted average Mortgage Rates of the Group I
Loans and Group II Loans after giving effect to the
amounts distributed on such Distribution Date;
(xliv) the aggregate of any deposits to and withdrawals
from the Reserve Fund for such Distribution Date
and the remaining amount on deposit in the Reserve
Fund after such deposits and withdrawals;
(xlvi) the current aggregate Rolling Six-Month Delinquency
Ratio and the current Twelve-Month Loss Amount; and
(xlviii) the number and aggregate principal balance of any
Specially Serviced Mortgage Loans.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the
112
statement provided to the Trustee as set forth in this Section 4.03(a), the
Master Servicer shall provide to any manager of a trust fund consisting of some
or all of the Certificates, upon reasonable request, such additional information
as is reasonably obtainable by the Master Servicer at no additional expense to
the Master Servicer.
(d) Within a reasonable period of time after the end of each
calendar year, the Master Servicer shall prepare, or cause to be prepared, and
the Trustee shall forward, or cause to be forwarded, to each Person who at any
time during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in clauses
(i) and (ii) of subsection (a) above aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Master Servicer and Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer and Trustee pursuant to any requirements of the
Code.
(f) As soon as reasonably practicable, upon the written request
of any Certificateholder, the Master Servicer shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 5.08. Distribution of Reports to the Trustee and
the Depositor; Advances by the Master Servicer.
(b) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a written
statement (which may be in a mutually agreeable electronic format) to the
Trustee, the Insurer, any Paying Agent and the Depositor (the information in
such statement to be made available to Certificateholders by the Master Servicer
on request) (provided that the Master Servicer will use its best efforts to
deliver such written statement not later than 12:00 p.m. New York time on the
second Business Day prior to the Distribution Date) setting forth (i) the Group
I or Group II Available Distribution Amounts, (ii) the amounts required to be
withdrawn from the Custodial Account and deposited into the Certificate Account
on the immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the amounts required to be withdrawn from
and deposited into the Reserve Fund pursuant to Section 4.09, (iv) the
Certificate Insurer Premium and, if the Master Servicer determines that a
Deficiency Amount exists for such Distribution Date, the amount necessary to
complete the notice in the form of Exhibit A to the Policy (the "Notice"), (v)
the amount of Prepayment Interest Shortfalls, Basis Risk Shortfalls and Basis
Risk Shortfall Carry-Forward Amounts, and (vi) to the extent required, a report
detailing the Stated Principal Balance, Mortgage Rate, Modified Mortgage Rate,
remaining term to maturity and Monthly Payment for any Modified Mortgage Loan
pursuant to Section 3.13. The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder and the Trustee shall be protected in relying
upon the same without any independent check or verification.
(d) 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
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amount equal to the sum of (A) the aggregate amount of Monthly Payments other
than Balloon Payments (with each interest portion thereof adjusted to a per
annum rate equal to the Net Mortgage Rate plus the Certificate Insurer Premium
Modified Rate, if applicable), less the amount of any related Servicing
Modifications, Deferred Interest, if any, Debt Service Reductions or reductions
in the amount of interest collectable from the Mortgagor pursuant to the Relief
Act or similar legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date in the related Due Period, which
Monthly Payments were due during the related Due Period and not received as of
the close of business as of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable Advance and (B) with
respect to each Balloon Loan delinquent in respect of its Balloon Payment as of
the close of business on the related Determination Date, an amount equal to the
excess, if any, of interest on the unpaid principal balance thereof (with each
interest portion thereof adjusted to a per annum rate equal to the Net Mortgage
Rate plus the Certificate Insurer Premium Modified Rate, if applicable), over
any payments of interest (with each interest portion thereof adjusted to a per
annum rate equal to the Net Mortgage Rate) received from the related Mortgagor
as of the close of business on the related Determination Date and allocable to
the Due Date during the related Due Period for each month until such Balloon
Loan is finally liquidated, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion of the
Amount Held for Future Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion of the Amount Held for Future Distribution
so used shall be replaced by the Master Servicer by deposit in the Certificate
Account on or before 11:00 A.M. New York time on any future Certificate Account
Deposit Date to the extent that funds attributable to the Mortgage Loans that
are available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor, the Insurer and the Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that it will be
unable to deposit in the Certificate Account an amount equal to the Advance
required to be made for the immediately succeeding Distribution Date, it shall
give notice to the Trustee and the Insurer of its inability to advance (such
notice may be given by telecopy), not later than 3:00 P.M., New York time, on
such Business Day, specifying the portion of such amount that it will be unable
to deposit. Not later than 3:00 P.M., New York time, on the Certificate Account
Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day
the Trustee shall have been notified in writing (by telecopy) that the Master
Servicer shall have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master Servicer shall
have given notice pursuant to the preceding sentence, pursuant to Section 7.01,
(a) terminate all of the rights and obligations of the Master Servicer under
this Agreement in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance for the
immediately succeeding Distribution Date.
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The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 5.10. Allocation of Realized Losses.
(b) Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that resulted from any
Cash Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period
or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses on the Group I Loans (other than Group I Excess
Losses) shall be allocated as follows: first, to the Group I Excess Cash Flow as
provided in Section 4.02(c)(iii), to the extent of the Group I Excess Cash Flow
for such Distribution Date, second, to the Group II Excess Cash Flow as provided
in Section 4.02(d)(iv), to the extent of the Group II Excess Cash Flow for such
Distribution Date remaining after distributions pursuant to Section
4.02(d)(iii); third, in reduction of the Group I Overcollateralization Amount,
until such amount has been reduced to zero; fourth, in reduction of the Group II
Overcollateralization Amount, until such amount has been reduced to zero; and
thereafter, to the extent not covered by the Policy, to the Class A-I
Certificates on a pro rata basis. Any Group I Excess Losses on the Mortgage
Loans, to the extent not covered by the Policy, will be allocated to the Class
A-I Certificates on a pro rata basis, in an amount equal to a fraction of such
losses equal to (x) the aggregate Certificate Principal Balance of the Class A-I
Certificates over (y) the aggregate Stated Principal Balance of the Group I
Loans, and the remainder of such losses shall be allocated to the Group I
Overcollateralization Amount in reduction of the amount thereof. All Realized
Losses on the Group II Loans (other than Group II Excess Losses) shall be
allocated as follows: first, to the Group II Excess Cash Flow as provided in
Section 4.02(d)(iii), to the extent of the Group II Excess Cash Flow for such
Distribution Date, second, to the Group I Excess Cash Flow as provided in
Section 4.02(c)(iv), to the extent of the Group I Excess Cash Flow for such
Distribution Date remaining after distributions pursuant to Section
4.02(c)(iii); third, in reduction of the Group II Overcollateralization Amount,
until such amount has been reduced to zero; fourth, in reduction of the Group I
Overcollateralization Amount, until such amount has been reduced to zero; and
thereafter, to the extent not covered by the Policy, to the Class A-II
Certificates. Any Group II Excess Losses on the Mortgage Loans, to the extent
not covered by the Policy, will be allocated to the Class A-II Certificates, in
an amount equal to a fraction of such losses equal to (x) the Certificate
Principal Balance of the Class A-II Certificates over (y) the aggregate Stated
Principal Balance of the Group II Loans, and the remainder of such losses shall
be allocated to the Group II Overcollateralization Amount in reduction of the
amount thereof.
(d) Any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to the Class A 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. Allocations of the interest portions of Realized Losses shall
be made by operation of the definition of "Accrued Certificate Interest" and by
operation of the provisions of Section 4.02(c) and (d). All Realized Losses and
all other losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to the Percentage
Interests evidenced thereby.
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(f) (i) All Realized Losses on the Group I Loans shall be
allocated on each Distribution Date to the following REMIC I Regular Interests
in the specified percentages, as follows: first, to Uncertificated Accrued
Interest payable to the REMIC I Regular Interests LT1-I and LT3-I up to an
aggregate amount equal to the excess of (a) the REMIC I Group I Interest Loss
Allocation Amount over (b) Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Group I Loans for such
Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC I Regular Interests LT1- I and LT6-I up to an
aggregate amount equal to the REMIC I Group I Principal Loss Allocation Amount,
98% and 2%, respectively; third, to the Uncertificated Principal Balances of
REMIC I Regular Interests LT1-I, 98%, LT2-I, LT3-I, LT4-I and LT5-I, 1% pro
rata, and LT6-I, 1%, until the Uncertificated Balance of each of REMIC I Regular
Interests LT2-I, LT3-I, LT4-I and LT5-I have been reduced to zero.
(ii) All Realized Losses on the Group II Loans shall be allocated on
each Distribution Date to the following REMIC I Regular Interests in the
specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC I Regular Interests LT1-II and LT3-II up to an aggregate
amount equal to the excess of (a) the REMIC I Group II Interest Loss Allocation
Amount over (b) Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest) relating to the Group II Loans for such Distribution
Date, 98% and 2%, respectively; second, to the Uncertificated Principal Balances
of the REMIC I Regular Interests LT1-II and LT3-II up to an aggregate amount
equal to the REMIC I Group II Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC I Regular
Interests LT1-II, LT2- II and LT3-II, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest LT2-II has been reduced to
zero.
(d) [reserved]
Section 5.12. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Subservicers shall file information
returns with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property required by Sections 6050H, 6050J and
6050P of the Code, respectively, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 5.14. 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
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which shall succeed to all the Trustee's right, title and interest in and to
such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security and documents,
free of any further obligation to the Trustee or the Certificateholders with
respect thereto.
Section 5.16. The Policy.
(b) If pursuant to Section 4.04(a)(iii), the Master Servicer
determines that a Deficiency Amount exists for such Distribution Date, the
Trustee shall complete the Notice and submit such Notice in accordance with the
Policy to the Insurer no later than 12:00 P.M., New York City time, on the
Business Day immediately preceding each Distribution Date, as a claim for an
Insured Amount (provided that the Trustee shall submit such notice on the second
Business Day immediately preceding such Distribution Date if it is able to do
so) in an amount equal to such Deficiency Amount.
(d) The Trustee shall establish and maintain the Insurance
Account on behalf of the Holders of the Class A Certificates. Upon receipt of an
Insured Amount from the Insurer on behalf of the Class A Certificateholders, the
Trustee shall deposit such Insured Amount in the Insurance Account. All amounts
on deposit in the Insurance Account shall remain uninvested. On each
Distribution Date, the Trustee shall transfer any Insured Amount then on deposit
in the Insurance Account to the Certificate Account. The Trustee shall
distribute on each Distribution Date the Deficiency Amount for such Distribution
Date from the Certificate Account, together with the distributions due to the
Class A Certificateholders on such Distribution Date, as follows: (i) the
portion of any such Deficiency Amount related to clauses (i) and (ii) of the
definition of Deficiency Amount shall be distributed among the related Class A
Certificateholders on a pro rata basis in accordance with their respective
shortfalls or allocations of Realized Losses; and (ii) the portion of any such
Deficiency Amount related to clause (iii) of the definition of Deficiency Amount
shall be distributed to the related Class A Certificateholders in accordance
with Section 9.01(c).
(f) The Trustee shall (i) receive as attorney-in-fact of each
Class A Certificateholder any Insured Amount from the Insurer and (ii)
distribute such Insured Amount to such Class A Certificateholders as set forth
in subsection (b) above.
Insured Amounts disbursed by the Trustee from proceeds of the
Policy shall not be considered payment by the Trust Fund with respect to the
Class A Certificates, nor shall such disbursement of such Insured Amounts
discharge the obligations of the Trust Fund with respect to the amounts thereof,
and the Insurer shall become owner of such amounts to the extent covered by such
Insured Amounts as the deemed assignee of such Class A Certificateholders. The
Trustee hereby agrees on behalf of each Class A Certificateholder (and each
Class A Certificateholder, by its acceptance of its Class A Certificates, hereby
agrees) for the benefit of the Insurer that the Trustee shall recognize that to
the extent the Insurer pays Insured Amounts, either directly or indirectly (as
by paying through the Trustee), to the Class A Certificateholders, the Insurer
will be entitled to be subrogated to the rights of the Class A
Certificateholders to the extent of such payments.
Section 5.18. Distribution of Basis Risk Shortfall Carry-Forward
Amount; Reserve Fund.
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(a) On the Closing Date, the Trustee shall establish and maintain
in its name, in trust for the benefit of Class A-II Certificates, the Reserve
Fund. In addition, on the Closing Date, the Trustee shall deposit into the
Reserve Fund the Reserve Fund Deposit.
On each Distribution Date, the Trustee shall transfer from the
Certificate Account to the Reserve Fund the amounts specified pursuant to
Sections 4.02(c)(xiv) and 4.02(d)(xiv). On each Distribution Date, to the extent
required, the Trustee shall make withdrawals from the Reserve Fund and use the
amounts in the Reserve Fund to make distributions to the Class A-II
Certificates, in an amount equal to the amount of any Basis Risk Shortfall
Carry-Forward Amount on such Certificate. Any such amounts transferred shall be
treated for federal tax purposes as amounts distributed by REMIC II to the Class
SB-II Certificateholders as transferee thereof. On each Distribution Date, to
the extent that the balance of deposits in the Class SB-II Reserve Fund is in
excess of $5,000 after the distributions described in the second preceding
sentence, the Trustee shall, based upon the information provided by the Master
Servicer, withdraw from the Reserve Fund (to the extent of funds available on
deposit therein) such amounts in excess of $5,000, if any, and distribute them
to the holder of the Reserve Fund Residual Right.
(b) The Reserve Fund shall be an Eligible Account. Amounts held
in the Reserve Fund from time to time shall continue to constitute assets of the
Trust Fund, but not of the REMICs, until released from the Reserve Fund pursuant
to this Section 4.09. The Reserve Fund constitutes an "outside reserve fund"
within the meaning of Treasury Regulation ss.1.860G-2(h) and is not an asset of
the REMICs. The Class SB-II Certificateholders shall be the owners of the
Reserve Fund, and for all federal tax purposes, amounts transferred by the
REMICs to the Reserve Fund shall be treated as amounts distributed by the REMICs
to the Class SB-II Certificateholders. The Trustee shall keep records that
accurately reflect the funds on deposit in the Reserve Fund. The Trustee shall,
at the direction of the Master Servicer, invest amounts on deposit in the
Reserve Fund in Permitted Investments. In the absence of written direction to
the Trustee from the Master Servicer, all funds in the Reserve Fund shall remain
uninvested. On each Distribution Date, the Trustee shall distribute any interest
on the Reserve Fund to the holder of the Reserve Fund Residual Right.
(c) The holder of the Reserve Fund Residual Right with respect to
the Reserve Fund shall initially be Residential Funding as holder of the Class
SB-II Certificates, and such Reserve Fund Residual Right shall at all times be
owned by and allocated to Class SB-II Certificateholders on a pro rata basis. So
long as Residential Funding is the holder of the Class SB-II Certificates, any
amounts payable pursuant to this Section 4.09 shall be payable to Residential
Funding. In the event of a transfer of the ownership in any of the Class SB-II
Certificates by Residential Funding, the Reserve Fund Residual Right will be
transferred along with such Class SB- II Certificates.
Section 5.20. Special Report to Insurer.
On each Distribution Date, the Master Servicer shall forward to
the Insurer a statement setting forth the following information as to the
Re-Performing Loans and Foreclosure Restricted Loans, separately for Loan Group
I and Loan Group II, with respect to both the number of Mortgage Loans and their
aggregate Stated Principal Balance, that are: (i) current (not 30 days or more
Delinquent), (ii) 30 to 59 days Delinquent, (iii) 60 to 89 days Delinquent and
(iv) 90 days or more Delinquent (including such Mortgage Loans that are in
foreclosure or are REO Properties).
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ARTICLE VI
THE CERTIFICATES
Section 7.02. The Certificates.
(b) The Class A Certificates, Class SB Certificates and Class R
Certificates shall be substantially in the forms set forth in Exhibits A, B and
D, respectively, and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or upon
the order of the Depositor upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Class A Certificates shall be
issuable in minimum dollar denominations of $25,000 and integral multiples of $1
in excess thereof. The Class SB Certificates shall be issuable in registered,
certificated form in minimum percentage interests of 5.00% and integral
multiples of 0.01% in excess thereof. Each Class of Class R Certificates shall
be issued in registered, certificated form in minimum percentage interests of
20.00% and integral multiples of 0.01% in excess thereof; provided, however,
that one Class R Certificate of each Class will be issuable to the REMIC
Administrator as "tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Certificate Registrar by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(d) The Class A Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to each Class A Certificate, through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Depositor may for all
purposes (including the making of payments due on the respective Classes of
Book-Entry Certificates) deal with the
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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 Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(f) Each of the Certificates is intended to be a "security"
governed by Article 8 of the Uniform Commercial Code as in effect in the State
of New York and any other applicable jurisdiction, to the extent that any of
such laws may be applicable.
Section 7.04. Registration of Transfer and Exchange of Certificates.
(b) 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.
(d) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12 and, in the case of any Class SB or R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage
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Interest.
(f) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(h) No transfer, sale, pledge or other disposition of a Class SB
or Class R Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with said Act and laws. Except as otherwise provided in
this Section 5.02(d), in the event that a transfer of a Class SB or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee
otherwise, the Trustee shall require a written Opinion of Counsel acceptable to
and in form and substance satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii)
the Trustee shall require the transferee to execute a representation letter,
substantially in the form of Exhibit I hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in the form of
Exhibit J hereto, each acceptable to and in form and substance satisfactory to
the Depositor and the Trustee certifying to the Depositor and the Trustee the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer. In
lieu of the requirements set forth in the preceding sentence, transfers of Class
SB or Class R Certificates may be made in accordance with this Section 5.02(d)
if the prospective transferee of such a Certificate provides the Trustee and the
Master Servicer with an investment letter substantially in the form of Exhibit N
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositor, or the Master Servicer, and which investment letter states that,
among other things, such transferee (i) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (ii) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
or Class R Certificate desiring to effect any transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and state laws and
this Agreement.
(j) In the case of any Class SB or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Depositor and the Master Servicer to the effect that the
purchase or holding of such Class SB or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of
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any subsequent enactments), and will not subject the Trustee, the Depositor or
the Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer or (ii) the prospective
transferee shall be required to provide the Trustee, the Depositor and the
Master Servicer with a certification to the effect set forth in Exhibit P (with
respect to a Class SB Certificate) or in paragraph fourteen of Exhibit H-1 (with
respect to a Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code, or any Person (including an insurance company
investing its general accounts, an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect
such acquisition.
(l) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Class R Certificate are expressly subject
to the following provisions:
(B) 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.
(D) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class
R Certificate until its receipt of, (I) an affidavit and
agreement (a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit H-1) from the proposed Transferee, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person
who is not a Permitted Transferee, that for so long as it retains
its Ownership Interest in a Class R Certificate, it will endeavor
to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as
Exhibit H-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that
no purpose of the proposed Transfer is to impede the
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assessment or collection of tax.
(F) 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.
(H) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest unless
it provides a certificate to the Trustee in the form attached
hereto as Exhibit H-2.
(J) Each Person holding or acquiring an Ownership Interest in a Class
R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is
a "pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it
is, or is holding an Ownership Interest in a Class R Certificate
on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit H-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(B) 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
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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.
(D) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to
the holder or any prior holder of such Class R Certificate, to
sell such Class R Certificate to a purchaser selected by the
Master Servicer on such terms as the Master Servicer may choose.
Such purported Transferee shall promptly endorse and deliver each
Class R Certificate in accordance with the instructions of the
Master Servicer. Such purchaser may be the Master Servicer itself
or any Affiliate of the Master Servicer. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Master Servicer or its Affiliates), expenses and
taxes due, if any, will be remitted by the Master Servicer to
such purported Transferee. The terms and conditions of any sale
under this clause (iii)(B) shall be determined in the sole
discretion of the Master Servicer, and the Master Servicer shall
not be liable to any Person having an Ownership Interest in a
Class R Certificate as a result of its exercise of such
discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D- 1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(vi) The provisions of this Section 5.02(f) set forth prior to this
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clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(B) Written consent of the Insurer and written notification from each
Rating Agency to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating Agency
to downgrade its then-current ratings, if any, of the Class A
Certificates below the lower of the then- current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(D) a certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will
not cause any of REMIC I or REMIC II to cease to qualify as a
REMIC and will not cause (x) any of REMIC I or REMIC II to be
subject to an entity-level tax caused by the Transfer of any
Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to be
subject to a REMIC-related tax caused by the Transfer of a Class
R Certificate to a Person that is not a Permitted Transferee.
(n) 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.
(p) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 7.06. 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.
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Section 7.08. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Insurer, the Trustee, the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Insurer, the Trustee or the Certificate Registrar may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.02 and for all other
purposes whatsoever, except as and to the extent provided in the definition of
"Certificateholder" and in Section 4.08, and neither the Depositor, the Master
Servicer, the Insurer, the Trustee, the Certificate Registrar nor any agent of
the Depositor, the Master Servicer, the Trustee or the Certificate Registrar
shall be affected by notice to the contrary except as provided in Section
5.02(f).
Section 7.10. Appointment of Paying Agent.
The Trustee may, with the consent of the Insurer (so long as no
Insurer Default exists), which consent shall not be unreasonably withheld,
appoint a Paying Agent for the purpose of making distributions to
Certificateholders pursuant to Section 4.02. In the event of any such
appointment, on or prior to each Distribution Date the Master Servicer on behalf
of the Trustee shall deposit or cause to be deposited with the Paying Agent a
sum sufficient to make the payments to Certificateholders in the amounts and in
the manner provided for in Section 4.02 and 4.03, such sum to be held in trust
for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 7.12. Optional Purchase of Certificates.
(b) On any Distribution Date on or after the Optional Termination
Date, the Master Servicer shall have the right, at its option, to purchase the
Class A Certificates in whole, but not in part, at a price equal to the sum of
the outstanding Certificate Principal Balance of such Certificates plus the sum
of one month's Accrued Certificate Interest thereon, any previously unpaid
Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfall
previously allocated thereto.
(d) The Master Servicer shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which the Master Servicer
anticipates that it will purchase the related 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 by letter to Certificateholders (with a copy to the Certificate
Registrar, the Insurer 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:
(ii) the Distribution Date upon which purchase of the related
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Certificates is anticipated to be made upon presentation and surrender
of such Certificates at the office or agency of the Trustee therein
designated,
(iv) the purchase price therefor, if known, and
(vi) 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 the Master Servicer gives the notice specified above, the Master Servicer
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.
(f) 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 one month's Accrued Certificate Interest thereon
and any previously unpaid Accrued Certificate Interest with respect thereto.
(h) In the event that 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 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 shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If
within six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer all amounts distributable to the Holders thereof and the Master
Servicer shall thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 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 shall be for all purposes the Holder thereof as
of such date subject to any rights of the Insurer hereunder with respect
thereto.
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ARTICLE VIII
THE DEPOSITOR AND THE MASTER SERVICER
Section 9.02. Respective Liabilities of the Depositor and the Master
Servicer.
The Depositor and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by the Depositor and the Master
Servicer herein. By way of illustration and not limitation, the Depositor is not
liable for the servicing and administration of the Mortgage Loans, nor is it
obligated by Section 7.01 or 10.01 to assume any obligations of the Master
Servicer or to appoint a designee to assume such obligations, nor is it liable
for any other obligation hereunder that it may, but is not obligated to, assume
unless it elects to assume such obligation in accordance herewith.
Section 9.04. Merger or Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master
Servicer.
(b) The Depositor and the Master Servicer will each keep in full
effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(d) Any Person into which the Depositor or the Master Servicer
may be merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's
ratings, if any, of the Class A Certificates without taking into account the
Policy in effect immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to
such effect from each Rating Agency).
(f) Notwithstanding anything else in this Section 6.02 and
Section 6.04 to the contrary, the Master Servicer may assign its rights and
delegate its duties and obligations under this Agreement; provided that the
Person accepting such assignment or delegation shall be a Person which is
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is
reasonably satisfactory to the Trustee, the Insurer and the Depositor, is
willing to service the Mortgage Loans and executes and delivers to the
Depositor, the Insurer and the Trustee an agreement, in form and substance
reasonably satisfactory to the Depositor, the Insurer and the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Master Servicer under this Agreement; provided
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further that each Rating Agency's rating of the Classes of Certificates (without
taking into account the Policy) that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or withdrawn as
a result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 9.06. Limitation on Liability of the Depositor, the Master
Servicer and Others.
Neither the Depositor, the Master Servicer nor any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer and any director, officer, employee or agent of the Depositor or the
Master Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer and any director, officer,
employee or agent of the Depositor or the Master Servicer shall be indemnified
by the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor or the Master
Servicer may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Master Servicer shall be entitled to be reimbursed therefor
out of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 9.08. Depositor and Master Servicer Not to Resign.
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Subject to the provisions of Section 6.02, neither the Depositor
nor the Master Servicer shall resign from its respective obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the
resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and the Insurer. No such resignation by the Master
Servicer shall become effective until the Trustee or a successor servicer shall
have assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
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ARTICLE X
DEFAULT
Section 11.02. 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):
(ii) the Master Servicer shall fail to distribute or cause to be
distributed to Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee, the Insurer or the Depositor
or to the Master Servicer, the Depositor and the Trustee by the
Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(iv) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any
Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee, the
Insurer or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any
Class evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(vi) 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
(viii) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt,
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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
(x) 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
(xii)the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of the Insurer (unless an Insurance Default is
continuing) or at the direction of Holders of Certificates entitled to at least
51% of the Voting Rights (which Voting Rights of the Class A Certificateholders
may be exercised by the Insurer without the consent of such Holders and may only
be exercised by such Holders with the prior written consent of the Insurer so
long as there does not exist a failure by the Insurer to make a required payment
under the Policy), by notice in writing to the Master Servicer (and to the
Depositor and the Insurer if given by the Trustee or to the Trustee and the
Insurer if given by the Depositor), terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that unless an Insurer Default is continuing the successor to
the Master Servicer appointed pursuant to Section 7.02 shall be acceptable to
the Insurer and shall have accepted the duties of Master Servicer effective upon
the resignation of the Master Servicer. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee with the consent of the Insurer
shall, by notice to the Master Servicer, the Insurer and the Depositor,
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash amounts which shall at the time be credited to the Custodial Account
or the Certificate Account or thereafter be received with respect to the
Mortgage Loans. No such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or omission prior
to the effective time of such termination.
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Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Depositor shall deliver to the Trustee a copy of the Program Guide
and upon the request of the Insurer, a copy of the Program Guide to the Insurer.
Section 11.04. Trustee or Depositor to Act; Appointment of Successor.
(b) 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 Insurer may appoint a successor Master Servicer and if the Insurer
fails to do so within 30 days, the Trustee or, upon notice to the Insurer and
the Depositor and with the Depositor's and the Insurer's consent (which shall
not be unreasonably withheld) a designee (which meets the standards set forth
below) of the Trustee, shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as
set forth in such Sections, and its obligations to deposit amounts in respect of
losses incurred prior to such notice or termination on the investment of funds
in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c)
and 4.01(c) by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the preceding
Master Servicer's failure to provide information required by Section 4.04 shall
not be considered a default by the Trustee hereunder. As compensation therefor,
the Trustee shall be entitled to all funds relating to the Mortgage Loans which
the Master Servicer would have been entitled to charge to the Custodial Account
or the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Insurer may appoint a successor Master Servicer
and if the Insurer fails to do so within 30 days, the Trustee may, if it shall
be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved
mortgage servicing institution, having a net worth of not less than $10,000,000
as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall become successor to the Master Servicer and shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The Depositor, the Trustee, the
Custodian and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The
Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be
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lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee
accrues at a rate of less than 0.50% per annum in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and it is
necessary to raise the related Subservicing Fee to a rate of 0.50% per annum in
order to hire a Subservicer with respect to such Mortgage Loans.
(d) 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 11.06. Notification to Certificateholders.
(b) Upon any such termination or appointment of a successor to
the Master Servicer, the Trustee shall give prompt written notice thereof to the
Insurer and to the Certificateholders at their respective addresses appearing in
the Certificate Register.
(d) Within 60 days after the occurrence of any Event of Default,
the Trustee shall transmit by mail to all Holders of Certificates and the
Insurer notice of each such Event of Default hereunder known to the Trustee,
unless such Event of Default shall have been cured or waived as provided in
Section 7.04 hereof.
Section 11.08. Waiver of Events of Default.
The Insurer or the Holders representing at least 66% of the
Voting Rights of Certificates affected by a default or Event of Default
hereunder may waive any default or Event of Default, with the written consent of
the Insurer, which consent shall not be unreasonably withheld; provided,
however, that (a) a default or Event of Default under clause (i) of Section 7.01
may be waived with the written consent of the Insurer, only by all of the
Holders of Certificates affected by such default or Event of Default (which
Voting Rights of the Class A Certificateholders may be exercised by the Insurer
without the consent of such Holders and may only be exercised by such Holders
with the prior written consent of the Insurer so long as there does not exist a
failure by the Insurer to make a required payment under the Policy) and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in
the manner set forth in Section 11.01(b)(i), (ii) or (iii).
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Upon any such waiver of a default or Event of Default by the Insurer or the
Holders representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default with the consent of the Insurer,
which consent shall not be unreasonably withheld, such default or Event of
Default shall cease to exist and shall be deemed to have been remedied for every
purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the
extent expressly so waived.
Section 11.10. Servicing Trigger; Removal of Master Servicer.
(b) Upon determination by the Insurer that a Servicing Trigger
has occurred, the Insurer shall give notice of such Servicing Trigger to the
Master Servicer, the Depositor, the Trustee and to each Rating Agency.
(d) At any time after such determination and while a Servicing
Trigger is continuing, the Insurer may direct the Trustee to remove the Master
Servicer if the Insurer makes a determination that the manner of master
servicing was a factor contributing to the size of the delinquencies or losses
incurred in the Trust Fund.
(f) Upon receipt of directions to remove the Master Servicer
pursuant to the preceding clause (b), the Trustee shall notify the Master
Servicer that it has been terminated and the Master Servicer shall be terminated
in the same manner as specified in Sections 7.01 and 7.02.
(h) After notice of occurrence of a Servicing Trigger has been
given and while a Servicing Trigger is continuing, until and unless the Master
Servicer has been removed as provided in clause (b), the Master Servicer
covenants and agrees to act as the Master Servicer for a term from the
occurrence of the Servicing Trigger to the end of the calendar quarter in which
such Servicing Trigger occurs, which term may at the Insurer's discretion be
extended by notice to the Trustee for successive terms of three (3) calendar
months each, until the termination of the Trust Fund. The Master Servicer will,
upon the receipt of each such notice of extension (a "Master Servicer Extension
Notice") become bound for the duration of the term covered by such Master
Servicer Extension Notice to continue as Master Servicer subject to and in
accordance with this Agreement. If, as of the fifteenth (15th) day prior to the
last day of any term as the Master Servicer, the Trustee shall not have received
any Master Servicer Extension Notice from the Insurer, the Trustee shall, within
five (5) days thereafter, give written notice of such nonreceipt to the Insurer
and the Master Servicer. If any such term expires without a Master Servicer
Extension Notice then the Trustee shall act as Master Servicer as provided in
Section 7.02.
(j) No provision of this Section 7.05 shall have the effect of
limiting the rights of the Depositor, the Trustee, the Certificateholders or the
Insurer under Section 7.01.
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ARTICLE XII
CONCERNING THE TRUSTEE
Section 13.02. Duties of Trustee.
(b) The Trustee, prior to the occurrence of an Event of Default
and after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(d) 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
Insurer and the Certificateholders of any such documents which do not materially
conform to the requirements of this Agreement in the event that the Trustee,
after so requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by the
Trustee pursuant to Sections 4.03, 4.06, 7.03, and 10.01. The Trustee shall
furnish in a timely fashion to the Master Servicer such information as the
Master Servicer may reasonably request from time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement and the Trustee shall
furnish in a timely fashion to the Insurer such information as the Insurer may
reasonably request from time to time for the Insurer to protect its interests
and to fulfill its duties under the Policy. The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as to maintain
the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions
and to prevent the imposition of any federal, state or local income, prohibited
transaction (except as provided in Section 3.22(d) herein), contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(f) 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:
(ii) 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
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statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee by the Depositor
or the Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(iv) 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;
(vi) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in
good faith in accordance with the direction of the Insurer or the
Certificateholders holding Certificates which evidence, Percentage
Interests aggregating not less than 25% of the affected classes as to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;
(viii) 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 Insurer, the Depositor or any
Certificateholder; and
(x) 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.
(h) 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 13.04. Certain Matters Affecting the Trustee.
(b) Except as otherwise provided in Section 8.01:
(ii) 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
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signed or presented by the proper party or parties;
(iv) 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;
(vi) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders or the Insurer, pursuant to the provisions of this
Agreement, unless such Certificateholders or the Insurer shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby
and the Insurer has given its consent; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(viii) 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;
(x) Prior to the occurrence of an Event of Default
hereunder and after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
the Insurer or the Holders of Certificates of any Class evidencing, as
to such Class, Percentage Interests, aggregating not less than 50% with
the written consent of the Insurer; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder or the Insurer requesting the
investigation;
(xii) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain
liable for any acts of such agents or attorneys; and
(xiv) 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
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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.
(d) Following the issuance of the Certificates (and except as
provided for in Section 3.22(d)), the Trustee shall not accept any contribution
of assets to the Trust Fund unless it shall have obtained or been furnished with
an Opinion of Counsel to the effect that such contribution will not (i) cause
any of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii) cause the Trust Fund to be subject to any
federal tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 13.06. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than
the execution of the Certificates and relating to the acceptance and receipt of
the Mortgage Loans) shall be taken as the statements of the Depositor or the
Master Servicer as the case may be, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Depositor or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Depositor or the Master
Servicer.
Section 13.08. 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 13.10. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(b) 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.
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(d) The Master Servicer agrees to indemnify the Trustee for, and
to hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement, provided that:
(ii) 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;
(iv) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(vi) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the
Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by
the Master Servicer in this Section 8.05(b) shall not pertain to any loss,
liability or expense of the Trustee, including the costs and expenses of
defending itself against any claim, incurred in connection with any actions
taken by the Trustee at the direction of Certificateholders pursuant to the
terms of this Agreement.
Section 13.12. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking
association or a New York banking corporation having its principal office in a
state and city acceptable to the Depositor and the Insurer and organized and
doing business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation or national
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for 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 13.14. Resignation and Removal of the Trustee.
(b) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer and the Insurer. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee acceptable to the Insurer
by written instrument, in duplicate, one copy of which instrument shall be
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delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation then the Insurer
may appoint a successor trustee and if the Insurer fails to do so within 30
days, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee.
(d) 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 Insurer or the Depositor with the consent of the
Insurer, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Insurer or the Depositor with the consent
of the Insurer may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In addition, in the
event that the Insurer or the Depositor determines that the Trustee has failed
(i) to distribute or cause to be distributed to Certificateholders any amount
required to be distributed hereunder, if such amount is held by the Trustee or
its Paying Agent (other than the Master Servicer or the Depositor) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Depositor or the Insurer, then the Depositor with the consent
of the Insurer, which consent shall not be unreasonably withheld, may remove the
Trustee and appoint a successor trustee by written instrument delivered as
provided in the preceding sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence, the Depositor shall, on or
before the date on which any such appointment becomes effective, obtain from
each Rating Agency written confirmation that the appointment of any such
successor trustee will not result in the reduction of the ratings on any class
of the Certificates below the lesser of the then current or original ratings on
such Certificates without taking into account the Policy.
(f) During the continuance of an Insurer Default, the Holders of
Certificates entitled to at least 51% of the Voting Rights may at any time
remove the Trustee and appoint a successor trustee by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed.
(h) 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 13.16. Successor Trustee.
(b) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor and the Insurer and to
its predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee shall become effective and
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such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other
than any Mortgage Files at the time held by a Custodian, which shall become the
agent of any successor trustee hereunder), and the Depositor, the Master
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.
(d) 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.
(f) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.
Section 13.18. 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 13.20. Appointment of Co-Trustee or Separate Trustee.
(b) 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
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8.08 hereof.
(d) 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.
(f) 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.
(h) 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 13.22. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer, the
Insurer and the Depositor, appoint one or more Custodians who are not Affiliates
of the Depositor or the Master Servicer to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement. Subject
to Article VIII, the Trustee agrees to comply with the terms of each 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 13.24. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New
York where Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially designates its offices located at 00 Xxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 for the
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purpose of keeping the Certificate Register. The Trustee will maintain an office
at the address stated in Section 11.05(c) hereof where notices and demands to or
upon the Trustee in respect of this Agreement may be served.
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ARTICLE XIV
TERMINATION
Section 15.02. Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage Loans.
(b) Subject to Section 9.02, the respective obligations and
responsibilities of the Depositor, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Depositor to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(ii) 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
(iv) the purchase by the Master Servicer of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund (other than the Policy) at a price equal to
100% of the unpaid principal balance of each Mortgage Loan (or, if less
than such unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage Loans
as to which title has been acquired if such fair market value is less
than such unpaid principal balance) (net of any unreimbursed Advances
attributable to principal) on the day of repurchase, plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate
in the case of any Modified Mortgage Loan), plus the Certificate Insurer
Premium Modified Rate, to, but not including, the first day of the month
in which such repurchase price is distributed, including the payment of
any amounts due to the Insurer under the Insurance Agreement; provided,
however, that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof; provided
further, that, if the amount due under any Certificate shall not have
been reduced to zero prior to the Maturity Date, the Master Servicer
shall be required to terminate this Agreement in accordance with this
clause (ii); and provided further, that the purchase price set forth
above shall be increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of any of REMIC I or REMIC II as a
REMIC.
The right of the Master Servicer to purchase all the assets of
the Trust Fund relating to the Mortgage Loans, pursuant to clause (ii) above is
conditioned upon the occurrence of the Optional Termination Date. If such right
is exercised by the Master Servicer, the Master Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans being purchased. In addition, the
Master Servicer shall provide to the Trustee the certification required by
Section 3.15 and the Trustee and any Custodian shall, promptly following payment
of the purchase price, release to the Master Servicer the Mortgage Files
pertaining to the Mortgage Loans being purchased. No purchase
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pursuant to clause (ii) of this Section 9.01(a) is permitted if it would result
in a draw on the Policy unless the Insurer consents in writing.
(d) The Master Servicer shall give the Trustee and the Insurer
not less than 60 days' prior notice of the Distribution Date on which the Master
Servicer anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
of its right to purchase the assets of the Trust Fund or otherwise). Notice of
any termination, specifying the anticipated Final Distribution Date (which shall
be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Master Servicer (if it is exercising its right to purchase the assets of the
Trust Fund), or by the Trustee (in any other case) by letter to
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(ii) 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,
(iv) the amount of any such final payment, if known, and
(vi) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders. In the event such notice is given by
the Master Servicer, the Master Servicer shall deposit in the Certificate
Account before the Final Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of the Trust Fund computed as
above provided.
The Master Servicer shall provide to the Trustee written notification of
any change to the anticipated Final Distribution Date as soon as practicable. If
the Trust Fund is not terminated on the anticipated Final Distribution Date, for
any reason, the Trustee shall promptly mail notice thereof to each affected
Certificateholder.
(f) Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders and
the Insurer (i) the amount otherwise distributable on such Distribution Date, if
not in connection with the Master Servicer's election to repurchase, or (ii) if
the Master Servicer elected to so repurchase, an amount determined as follows:
(A) with respect to the Class A Certificates, the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the
related Interest Accrual Period and any previously unpaid Accrued Certificate
Interest, and (B) with respect to the Insurer, any amounts owed to it pursuant
to the Insurance Agreement.
(h) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the Final
Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders by
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depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee (in any other case) shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer all
amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01 and the Certificateholders shall look only to the Master
Servicer for such payment.
Section 15.04. Additional Termination Requirements.
(b) Each of REMIC I and REMIC II, as the case may be, shall be
terminated in accordance with the following additional requirements, unless the
Trustee and the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the effect that
the failure of any of REMIC I and REMIC II, as the case may be, to comply with
the requirements of this Section 9.02 will not (i) result in the imposition on
the Trust Fund of taxes on "prohibited transactions," as described in Section
860F of the Code, or (ii) cause any of REMIC I or REMIC II to fail to qualify as
a REMIC at any time that any Certificate is outstanding:
(ii) The Master Servicer shall establish a 90-day
liquidation period for each of REMIC I and REMIC II, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for each of REMIC I and REMIC II, under Section
860F of the Code and the regulations thereunder;
(iv) 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
(vi) If the Master Servicer is exercising its right to
purchase the assets of the Trust Fund, the Master Servicer shall, during
the 90-day liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not purchase any of the
assets of the Trust Fund prior to the close of that calendar quarter.
(d) Each Holder of a Certificate and the Trustee hereby irrevocably
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approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each of REMIC I and REMIC II at the expense of
the Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE XVI
REMIC PROVISIONS
Section 17.02. REMIC Administration.
(b) The REMIC Administrator shall make an election to treat each
of REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. The REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
the REMIC I. The Class A-I, Class A-II, Class SB-I and Class SB-II Certificates
shall be designated as the "regular interests" in REMIC II and the Class R-II
Certificates shall be designated the sole class of "residual interests" in REMIC
II. The REMIC Administrator and the Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in the REMIC other
than the Certificates.
(d) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code.
(f) The REMIC Administrator shall hold a Class R Certificate in
each REMIC representing a 0.01% Percentage Interest of the Class R Certificates
in each REMIC and shall be designated as the "tax matters person" with respect
to each of REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act
on behalf of each of REMIC I and REMIC II in relation to any tax matter or
controversy involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(h) The REMIC Administrator shall prepare or cause to be prepared
all of the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC
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Administrator may from time to time request for the purpose of enabling the
REMIC Administrator to prepare Tax Returns.
(j) The REMIC Administrator shall provide (i) to any Transferor
of a Class R Certificate such information as is necessary for the application of
any tax relating to the transfer of a Class R Certificate to any Person who is
not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to
the Certificateholders such information or reports as are required by the Code
or the REMIC Provisions including reports relating to interest, original issue
discount, if any, and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name, title, address
and telephone number of the person who will serve as the representative of each
REMIC created hereunder.
(l) The Master Servicer and the REMIC Administrator shall take
such actions and shall cause each REMIC created hereunder to take such actions
as are reasonably within the Master Servicer's or the REMIC Administrator's
control and the scope of its duties more specifically set forth herein as shall
be necessary or desirable to maintain the status thereof as a REMIC under the
REMIC Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties as more specifically
set forth herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any
action or fail to take (or fail to cause to be taken) any action reasonably
within their respective control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any of REMIC I or REMIC II as a
REMIC or (ii) result in the imposition of a tax upon any of REMIC I or REMIC II
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 3.22(d)) and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code)
(either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders and is not adverse to the
interest of the Insurer, at the expense of the Trust Fund, but in no event at
the expense of the Master Servicer, the REMIC Administrator or the Trustee) to
the effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer or the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this Agreement, the
Trustee will consult with
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the Master Servicer or the REMIC Administrator, as applicable, or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to the Trust Fund and the Trustee shall not take any
such action or cause the Trust Fund to take any such action as to which the
Master Servicer or the REMIC Administrator, as applicable, has advised it in
writing that an Adverse REMIC Event could occur. The Master Servicer or the
REMIC Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer or the REMIC Administrator. At all times as may
be required by the Code, the Master Servicer or the REMIC Administrator, as
applicable, will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of
the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(n) In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on "net income from foreclosure property" of any REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the startup
day therefor pursuant to Section 860G(d) of the Code, or any other tax imposed
by the Code or any applicable provisions of state or local tax laws, such tax
shall be charged (i) to the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(p) The Trustee and the Master Servicer shall, for federal income
tax purposes, maintain books and records with respect to each REMIC on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(r) Following the startup day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to any REMIC unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in any REMIC will
not cause any of REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject any such REMIC to any tax under
the REMIC Provisions or other applicable provisions of federal, state and local
law or ordinances.
(t) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any of REMIC I or REMIC II
will receive a fee or other compensation for services nor permit any of REMIC I
or REMIC II to receive any income from assets other than "qualified mortgages"
as defined in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(v) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the principal balance
of each regular
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interest in each REMIC would be reduced to zero is December 25, 2032.
(x) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for the Trust Fund.
(z) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any assets for any REMIC or sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain, or
accept any contributions to any REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of any of REMIC I or REMIC
II as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause any REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.
The Trustee shall treat the Reserve Fund as an outside reserve fund
within the meaning of Treasury Regulation 1.860G-2(h). The Reserve Fund shall be
owned by the Class SB-II Certificateholders, and is not an asset of the REMICs.
The Trustee shall treat the rights of the Class A- II Certificateholders to
receive payments from the Reserve Fund as rights in an interest rate cap
contract written by the Class SB-II Certificateholders in favor of the Class
A-II Certificateholders. Thus, each Class A-II Certificate shall be treated as
representing ownership of not only REMIC II regular interests, but also
ownership of an interest in an interest rate cap contract. For purposes of
determining the issue price of the REMIC II regular interests, the Trustee shall
assume that the interest rate cap contract with respect to the Class A-II
Certificates has a de minimis value.
Section 17.04. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(b) The Trustee agrees to indemnify the Trust Fund, the Insurer,
the Depositor, the REMIC Administrator and the Master Servicer for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Insurer, the Depositor or the Master Servicer,
as a result of a breach of the Trustee's covenants set forth in Article VIII or
this Article X. In the event that Residential Funding is no longer the Master
Servicer, the Trustee shall indemnify Residential Funding for any taxes and
costs including, without limitation, any reasonable attorneys fees imposed on or
incurred by Residential Funding as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(d) The REMIC Administrator agrees to indemnify the Trust Fund,
the Insurer, the Depositor, the Master Servicer and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Insurer, the Depositor, the Master
Servicer or the Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article X with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax
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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.
(f) The Master Servicer agrees to indemnify the Trust Fund, the
Insurer, the Depositor, the REMIC Administrator and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Insurer, the Depositor or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
this Article X or in Article III with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master Servicer that contain
errors or omissions.
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ARTICLE XVIII
MISCELLANEOUS PROVISIONS
Section 19.02. Amendment.
(b) This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Master Servicer and the Trustee, with the
consent of the Insurer and without the consent of any of the Certificateholders:
(ii) to cure any ambiguity,
(iv) 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,
(vi) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of REMIC I or REMIC II as REMICs at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(viii) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date (without taking into account the
Policy), as evidenced by a letter from each Rating Agency to such
effect,
(x) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting transfer of
the Class R Certificates by virtue of their being the "residual
interests" in the Trust Fund provided that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect, and (B) such change shall
not, as evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions), cause the Trust
Fund or any of the Certificateholders (other than the transferor) to be
subject to a federal tax caused by a transfer to a Person that is not a
Permitted Transferee, or
(xii) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial Agreement
which shall not be
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materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder and is authorized or permitted under Section 11.09(d).
(d) This Agreement or any Custodial Agreement may also be amended
from time to time with the consent of the Insurer by the Depositor, the Master
Servicer, the Trustee and the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(ii) 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,
(iv) adversely affect in any material respect the interest
of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of
Certificates of such Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66%, or
(vi) 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.
(f) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Depositor or the Trustee in accordance with
such amendment will not result in the imposition of a federal tax on the Trust
Fund or cause REMIC I or REMIC II to fail to qualify as REMICs at any time that
any Certificate is outstanding. The Trustee may but shall not be obligated to
enter into any amendment pursuant to this Section that affects its rights,
duties and immunities and this agreement or otherwise; provided however, such
consent shall not be unreasonably withheld.
(h) Promptly after the execution of any such amendment the
Trustee shall furnish written notification of the substance of such amendment to
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(j) The Depositor shall have the option, in its sole discretion,
to obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class R Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the
155
benefit of the Class R Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the REMIC. To the extent that
any such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve fund
and not an asset of the REMIC, (ii) any such reserve fund shall be owned by the
Depositor, and (iii) amounts transferred by the REMIC to any such reserve fund
shall be treated as amounts distributed by the REMIC to the Depositor or any
successor, all within the meaning of Treasury regulations Section 1.860G-2(h).
In connection with the provision of any such instrument or fund, this Agreement
and any provision hereof may be modified, added to, deleted or otherwise amended
in any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Depositor and such related insurer
but without the consent of any Certificateholder and without the consent of the
Master Servicer or the Trustee being required unless any such amendment would
impose any additional obligation on, or otherwise adversely affect the interests
of the Certificateholders, the Master Servicer or the Trustee, as applicable;
provided that the Depositor obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code and (b) any of REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding. In the event
that the Depositor elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Depositor may
elect that the text of such amendment to this Agreement shall be substantially
in the form attached hereto as Exhibit K (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and that the
limited guaranty shall be executed in the form attached hereto as Exhibit L,
with such changes as the Depositor shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such forms
and that the Trustee's consent or approval to the use thereof is not required.
Section 19.04. Recordation of Agreement; Counterparts.
(b) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of the Insurer or the Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon direction accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(d) 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 19.06. Limitation on Rights of Certificateholders.
(b) The death or incapacity of any Certificateholder shall not
operate to
156
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.
(d) 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.
(f) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee and the Insurer a written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the aggregate
not less than 25% of the related Percentage Interests of such Class, shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Insurer shall have
given its written consent and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 19.08. 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 19.10. Notices.
All demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx
00000, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Depositor; (b) in the
case of the Master Servicer, 2255
000
Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Bond
Administration or such other address as may be hereafter furnished to the
Depositor and the Trustee by the Master Servicer in writing; (c) in the case of
the Trustee, 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx 60670- 0126,
Attention: Residential Asset Mortgage Products Inc. Series 2000-RS4 or such
other address as may hereafter be furnished to the Depositor and the Master
Servicer in writing by the Trustee; (d) in the case of Standard & Poor's, 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage Surveillance or such
other address as may be hereafter furnished to the Depositor, Trustee and Master
Servicer by Standard & Poor's; (e) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 or such other address as may be hereafter furnished to the
Depositor, the Trustee and the Master Servicer in writing by Moody's; and (f) in
the case of the Insurer, Ambac Assurance Corporation, Xxx Xxxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Consumer Asset- Backed Securities Group or
such other address as may be hereafter furnished to the Depositor, the Trustee
and the Master Servicer in writing by the Insurer. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 19.12. Notices to Rating Agencies and the Insurer.
The Depositor, the Master Servicer or the Trustee, as applicable,
shall notify each Rating Agency, the Insurer and each Subservicer at such time
as it is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency and the Insurer at
such time as otherwise required to be delivered pursuant to this Agreement of
any of the statements described in clauses (e) and (f) below:
(ii) a material change or amendment to this Agreement,
(iv) the occurrence of an Event of Default,
(vi) the termination or appointment of a successor Master Servicer,
Special Servicer or Trustee or a change in the majority ownership
of the Trustee,
(viii) 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,
(x) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(xii)the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(xiv)a change in the location of the Custodial Account or the
Certificate Account,
158
(xvi)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,
(xviii) the occurrence of the Final Distribution Date, and
(xx) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency, the Insurer and the Subservicer of
any such event known to the Master Servicer.
In addition to the above delivery requirements, the Depositor,
the Master Servicer or the Trustee, as applicable, shall provide a copy to the
Insurer, at such time as it otherwise is required to deliver pursuant to this
Agreement, of any other written confirmation, written notice or legal opinion.
Section 19.14. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof or
the Insurer.
Section 19.16. Supplemental Provisions for Resecuritization.
(b) This Agreement may be supplemented by means of the addition
of a separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Depositor or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Depositor, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized Certificates by the
Trustee, the establishment of the Restructuring Vehicle, the issuing of various
classes of new certificates by the Restructuring Vehicle and the distributions
to be made thereon, and any other provisions necessary to the purposes thereof.
In connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption
159
of the Supplemental Article will not endanger the status of any of REMIC I or
REMIC II as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transaction as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code.
Section 19.18. Rights of the Insurer.
(b) The Insurer is an express third-party beneficiary of this Agreement.
(d) On each Distribution Date the Trustee shall forward to the
Insurer a copy of the reports furnished to the Class A Certificateholders and
the Depositor on such Distribution Date.
(f) The Trustee shall provide to the Insurer copies of any
report, notice, Opinion of counsel, Officers' Certificate, request for consent
or request for amendment to any document related hereto promptly upon the
Trustee's production or receipt thereof.
(h) Unless an Insurer Default exists, the Trustee and the
Depositor shall not agree to any amendment to this Agreement without first
having obtained the prior written consent of the Insurer, which consent shall
not be unreasonably withheld.
(j) So long as there does not exist a failure by the Insurer to
make a required payment under the Policy, the Insurer shall have the right to
exercise all rights of the Holders of the Class A Certificates under this
Agreement without any consent of such Holders, and such Holders may exercise
such rights only with the prior written consent of the Insurer, except as
provided herein.
(l) The Insurer shall not be entitled to exercise any of its
rights hereunder so long as there exists a failure by the Insurer to make a
required payment under the Policy.
160
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
[Seal] By:
-----------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Attest:
-------------------------------
Name: Xxxxx Xxx Xxx
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal] By:
-----------------------------
Name: Xxxxx Xxx Xxx
Title: Director
Attest:
--------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Director
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
[Seal] By:
-----------------------------
Name:
Title:
Attest:
----------------------------------------
Name:
Title:
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2000, before me, a notary public in and for
said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a Vice
President of Residential Asset Mortgage Products, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
000
XXXXX XX XXXXXXXXX )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2000, before me, a notary public in and for
said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
163
STATE OF )
) ss.:
COUNTY OF )
On the 27th day of December, 2000, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a First Vice
President of Bank One, National Association, a national banking corporation 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]
1
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986.
A-1
Class A-__ Senior Certificate No. 1
[___%][Adjustable] Pass-Through Rate
[Initially]
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2000
First Distribution Date: Aggregate Initial Certificate Principal
January 25, 2001 Balance of the Class A-__
Certificates: $ ________________
aster Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Class A-__ Certificate:
$_____________________
Final Scheduled Distribution Date:
Maturity Date: CUSIP __________
December 25, 2032
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 2000-RS4
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 and multifamily fixed and adjustable interest rate,
first and second lien mortgage loans sold by RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Asset Mortgage Products, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group,
Inc. or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate in certain distributions with respect to
the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family and multifamily fixed and adjustable interest rate, first
and second lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset
Mortgage Products, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the
A-2
Master Servicer and Bank One, National Association, as trustee (the "Trustee"),
a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the related Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount of
interest and principal, if any, required to be distributed to Holders of Class
A-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
This Certificate is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Ambac Assurance
Corporation (the "Policy").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans and the Policy, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the
A-3
Master Servicer from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation reimbursement to
the Depositor and the Master Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
A-4
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the related Certificates. The Agreement permits, but does not
require, the Master Servicer (i) to purchase, at a price determined as provided
in the Agreement, all remaining Mortgage Loans and all property acquired in
respect of any Mortgage Loan or (ii) to purchase in whole, but not in part, all
of the Class A Certificates from the Holders thereof; provided, that any such
option may only be exercised if the aggregate Stated Principal Balance of the
Mortgage Loans, as applicable, 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, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------
Authorized Signatory
Dated: December 27, 2000
Certificate of Authentication
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By:
---------------------------------
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:------------------------------ ---------------------------------------
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ________________________ for the account of
_______________________account number__________________ or if mailed by check to
____________________________.
Applicable statements should be mailed to: ___________________________.
This information is provided by ____________________ , the assignee named
above, or __________________________, as its agent.
EXHIBIT B
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE
MADE TO ANY PLAN SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, ANY PERSON
ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON
ACQUIRING SUCH CERTIFICATES WITH "PLAN ASSETS" OF A PLAN WITHIN THE MEANING OF
THE DEPARTMENT OF LABOR REGULATION PROMULGATED AT 29 C.F.R. ss.2510.3-101 ("PLAN
ASSETS") UNLESS EITHER (I) THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER
ARE PROVIDED WITH AN OPINION OF COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF
THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER THAT THE PURCHASE OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT SUBJECT THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE OR THE TRUST FUND TO
ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR
SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE MASTER
SERVICER, THE TRUSTEE OR THE TRUST FUND OR (II) THE TRUSTEE IS PROVIDED WITH A
CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT IN THE FORM OF
EXHIBIT P TO THE AGREEMENT, WHICH THE TRUSTEE MAY RELY UPON WITHOUT FURTHER
INQUIRY OR INVESTIGATION.
B-1
Certificate No. 1
Class SB-__ Subordinate
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2000
First Distribution Date: Aggregate Initial Certificate Principal
January 25, 2001 Balance of the Class SB-__ Certificates:
$----------
Master Servicer: Initial Certificate Principal Balance
Residential Funding Corporation of this Certificate: $__________
Final Scheduled Distribution Date: CUSIP:____________
December 25, 2032
Maturity Date:
December 25, 2032
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2000-RS4
evidencing a percentage interest in the distributions allocable to the
Class SB-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family and multifamily
fixed and adjustable interest rate, first and second lien mortgage loans
sold by RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Asset
Mortgage Products, Inc., the Master Servicer, the Trustee referred to below or
any of their affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality or
by Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee
or any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _____________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of an interest in a pool of
conventional one- to four-family and multifamily fixed and adjustable interest
rate, first and second lien mortgage loans (the "Mortgage Loans"), sold by
Residential Asset Mortgage Products, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below).
The Trust Fund was created pursuant
B-2
to a Pooling and Servicing Agreement dated as specified above (the "Agreement")
among the Depositor, the Master Servicer and Bank One, National Association, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of interest and
principal, if any, required to be distributed to Holders of Class SB-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Notional Amount of this Class SB-__ Certificate as of any date of
determination will be calculated as described in the Agreement. The Notional
Amount hereof will be reduced by interest shortfalls on the related Loan Group
including any Prepayment Interest Shortfalls not covered by Compensating
Interest or related Excess Cash Flow, and the interest portion of any Realized
Losses incurred in respect thereof. This Class SB-__ Certificate will accrue
interest at the Pass-Through Rate on the Notional Amount as indicated in the
definition of Accrued Certificate Interest in the Agreement. This Class SB-__
Certificate will not accrue interest on its Certificate Principal Balance.
No transfer of this Class SB-__ Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate
B-3
Registrar acting on behalf of the Trustee against any liability that may result
if the transfer is not so exempt or is not made in accordance with such Federal
and state laws.
No transfer of this Certificate or any interest herein shall be
made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan
Assets") unless the Depositor, the Trustee and the Master Servicer are provided
with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Master Servicer, the Trustee or the Trust Fund to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Master
Servicer, the Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a
Plan, any Person acting, directly or indirectly, on behalf of any such Plan or
any Person acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of Exhibit P to the Agreement, which the Trustee may
rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Asset-Backed
Pass-Through Certificates of the Series specified hereon (herein collectively
called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders and the Insurer may be made by the Master Servicer from time
to time for purposes other than distributions to Certificateholders, such
purposes including without limitation reimbursement to the Depositor and the
Master Servicer of advances made, or certain expenses incurred, by either of
them.
The Agreement permits, with certain exceptions therein provided,
the amendment of the Agreement and the modification of the rights and
obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the Insurer
and the Holders of Certificates evidencing in the aggregate not less than 66% of
the Percentage Interests of each Class of Certificates affected thereby and the
Insurer. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any
B-4
of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee, the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Mortgage Loans and all
property acquired in respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits, but does not require, the
Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) to purchase in whole, but not in part, all of the
Class A and Class SB Certificates from the Holders thereof; provided, that any
such option may only be exercised if the aggregate 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.
B-5
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 27, 2000 BANK ONE, NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB-__ Certificates referred to in the
within-mentioned Agreement.
BANK ONE, NATIONAL ASSOCIATION, 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
[RESERVED]
C-1
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS [R-I] [R-II] CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING
THE AVAILABLE DISTRIBUTION AMOUNT UNTIL SUCH TIME AS DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS [R-I] [R-II] CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS
D-1
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
D-2
Class [R-I] [R-II] Certificate No. 1
Date of Pooling and Servicing Percentage Interest: 100%
Agreement and Cut-off Date:
December 1, 2000
First Distribution Date: Initial Certificate Principal
January 25, 2001 Balance of this Certificate: $0.00
Master Servicer: CUSIP:____________
Residential Funding Corporation
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 2000-RS4
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R- II] Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family and
multifamily fixed and adjustable interest rate, first and second lien
mortgage loans sold by RESIDENTIAL MORTGAGE PRODUCTS, INC.
This Certificate is payable solely from the assets of the Trust Fund and
does not represent an obligation of or interest in Residential Asset Mortgage
Products, Inc., the Master Servicer, the Trustee referred to below or any of
their affiliates. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality or by
Residential Asset Mortgage Products, Inc., the Master Servicer, the Trustee or
any of their affiliates. None of the Depositor, the Master Servicer or any of
their affiliates will have any obligation with respect to any certificate or
other obligation secured by or payable from payments on the Certificates.
This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain distributions with
respect to the Trust Fund consisting primarily of a pool of conventional one- to
four-family and multifamily fixed and adjustable interest rate, first and second
lien mortgage loans (the "Mortgage Loans"), sold by Residential Asset Mortgage
Products, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Depositor, the Master Servicer and Bank One,
National Association, 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
D-3
Day, the Business Day immediately preceding such last day) of the month
immediately preceding the month of such distribution (the "Record Date"), from
the related Available Distribution Amount in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount of interest
and principal, if any, required to be distributed to Holders of Class 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 Master Servicer will have the right,
in its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer,
on such terms and conditions as the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Holder of
this Certificate may have additional obligations with respect to this
Certificate, including tax liabilities.
No transfer of this Class [R-I] [R-II] Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Depositor may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Depositor that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws.
No transfer of this Certificate or any interest herein shall be
made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan
Assets") unless the Depositor, the Trustee and the Master Servicer are provided
with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trustee and the Master Servicer that the purchase of this
Certificate is permissible under applicable law, will not constitute or result
in any prohibited
D-4
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Master Servicer, the Trustee or the Trust Fund to any obligation
or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Master Servicer, the
Trustee or the Trust Fund. In lieu of such Opinion of Counsel, a Plan, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring this Certificate with Plan Assets of a Plan may provide a
certification in the form of paragraph fourteen of Exhibit H-1 to the Agreement,
which the Trustee may rely upon without further inquiry or investigation.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Asset-Backed Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders and
the Insurer may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without
limitation reimbursement to the Depositor and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby and the Insurer. Any such consent by
the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The Agreement also
permits the amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional circumstances,
without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
D-5
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
or the Depositor from the Trust Fund of all remaining Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the related Certificates. The Agreement permits, but does not require, the
Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Loans and all property acquired in respect of any
Mortgage Loan or (ii) to 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 aggregate Stated Principal Balance of the Loans, as
applicable, 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 Loans, as applicable.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:_____________________________
Authorized Signatory
Dated: December 27, 2000
Certificate of Authentication
BANK ONE, NATIONAL ASSOCIATION,
as Certificate Registrar
By:
--------------------------
Authorized Signatory
This is one of the Class [R-I] [R-II] Certificates referred to in the
within-mentioned Agreement.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please print or typewrite name and address including postal zip code of
assignee) the beneficial interest evidenced by the within Trust Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:_____________ ______________________________________________
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ________________________ for the account of
_______________________account number__________________ or if mailed by check to
____________________________.
Applicable statements should be mailed to: ___________________________.
This information is provided by ____________________ , the assignee named
above, or __________________________, as its agent.
-1-
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the "Agreement"), dated as of December 1, 2000, by and among BANK ONE,
NATIONAL ASSOCIATION, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
custodian (together with any successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of December 1, 2000,
relating to the issuance of Residential Asset Mortgage Products, Inc., Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS4 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
1. Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
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2. Custody of Mortgage Documents
a. Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
b. Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
c. Review of Mortgage Files.
i. On or prior to the Closing Date, the Custodian shall deliver
to the Trustee and the Insurer an Initial Certification in the form annexed
hereto as Exhibit One evidencing receipt of a Mortgage File for each Mortgage
Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). The
parties hereto acknowledge that certain documents referred to in Subsection
2.01(b)(i) of the Pooling Agreement may be missing on or prior to the Closing
Date and such missing documents shall be listed as a Schedule to Exhibit One.
ii. Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders and the Insurer, to
review in accordance with the provisions of Section 2.02 of the Pooling
Agreement each Mortgage File and to deliver to the Trustee and the Insurer an
Interim Certification in the form annexed hereto as Exhibit Two to the effect
that all documents required to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed and received and that such documents relate
to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. For
purposes of such review, the Custodian shall compare the following information
in each Mortgage File to the corresponding information in the Mortgage Loan
Schedule: (i) the loan number, (ii) the borrower name, (iii) the borrower
address (including city and state) and (iv) the original principal balance. The
Custodian shall be under no duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face, or that the MIN is accurate. If in performing the
review required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be missing or defective in
respect of the items reviewed as described in this Section 2.3(b), the Custodian
shall promptly so notify the Company, the Master Servicer and the Trustee. Upon
receipt of a Request for Release from the Master Servicer, signed by a Servicing
Officer, that (i) the Master Servicer or a Subservicer, as the case may
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be, has made a deposit into the Certificate Account in payment for the purchase
of the related Mortgage Loan in an amount equal to the Purchase Price for such
Mortgage Loan or (ii) the Company has chosen to substitute a Qualified
Substitute Mortgage Loan for such Mortgage Loan, the Custodian shall release to
the Master Servicer the related Mortgage File.
iii. Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee and the Insurer a Final
Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans required to be delivered pursuant to
Section 2.01(b) of the Pooling Agreement not then contained in the Mortgage
Files.
d. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or the Insurance Agreement or by a Seller in a Seller's Agreement or by
Residential Funding or the Company in the Assignment Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the Master Servicer and the Trustee.
e. Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by delivering to the Custodian a Request for Release (in the form
of Exhibit Four attached hereto) and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such Request for Release,
promptly to release to the Master Servicer the related Mortgage File. Upon
written notification of a substitution, the Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan, upon receiving written notification from the Master
Servicer of such substitution.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a Request for Release certifying as to
the reason for such release. Upon receipt of the foregoing, the Custodian shall
deliver the Mortgage File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially,
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and the Master Servicer has delivered to the Custodian an updated Request for
Release signed by a Servicing Officer certifying as to the name and address of
the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Immediately upon receipt of any Mortgage
File returned to the Custodian by the Master Servicer, the Custodian shall
deliver a signed acknowledgment to the Master Servicer, confirming receipt of
such Mortgage File.
Upon the request of the Master Servicer, the Custodian will send
to the Master Servicer copies of any documents contained in the Mortgage File.
f. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
3. Concerning the Custodian
a. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in
writing if it shall no longer be a member of MERS, or if it otherwise shall no
longer be capable of registering and recording Mortgage Loans using MERS. In
addition, the Master Servicer shall (i) promptly notify the Custodian in writing
when a MERS Mortgage Loan is no longer registered with and recorded under MERS
and (ii) concurrently with any such deregistration of a MERS Mortgage Loan,
prepare, execute and record an original assignment from MERS to the Trustee and
deliver such assignment to the Custodian.
b. Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
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expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
c. Custodian May Own Certificates. The Custodian in its individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Custodian.
d. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
e. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event,
the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a
depository institution subject to supervision or examination by federal or state
authority and shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor
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Custodian shall be appointed by the Trustee without the prior approval of the
Company and the Master Servicer.
f. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
g. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
4. Miscellaneous Provisions
a. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
b. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
c. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of
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not less than 25% of the Trust Fund), but only upon direction accompanied by an
Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect
that the failure to effect such recordation is likely to materially and
adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
d. 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.
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IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
Address: BANK ONE, NATIONAL ASSOCIATION,
as Trustee
Global Corporate Trust Services
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000 By:_______________________
Attention: Residential Asset Mortgage Name:
Products, Inc., Series 2000-RS4 Title:
Address: RESIDENTIAL ASSET MORTGAGE
PRODUCTS, INC.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
-------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_______________________
Name: Xxxxx Xxx Xxx
Title: Director
Address: XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
0000 Xxxxx Xxxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:
-------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
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STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the ____ day of December, 2000, before me, a notary public in
and for said State, personally appeared ___________________, known to me to be a
_________________ 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 corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-9
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 27th day of December, 2000, before me, a notary public in
and for said State, personally appeared Xxxxx Xxxxxxxxxx, known to me to be a
Vice President of Residential Asset Mortgage Products, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 27th day of December, 2000, before me, a notary public in
and for said State, personally appeared, Xxxxx Xxx Xxx, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
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STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of December, 2000, before me, a notary public in
and for said State, personally appeared __________________ known to me to be a
Trust Officer of Xxxxx Fargo Bank Minnesota, 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 national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
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EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 27, 2000
Bank One, National Association Ambac Assurance Corporation
One Bank Xxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx XX-0000 Xxx Xxxx, New York 10004
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS4
Re: Custodial Agreement, dated as of December 1, 2000, by and among
Bank One, National Association, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note or an original Lost Note Affidavit
with a copy of the related Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: _____________________
Name:
---------------------
Title:
--------------------
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EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 200__
Bank One, National Association Ambac Assurance Corporation
One Bank Xxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx XX-0000 Xxx Xxxx, New York 10004
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS4
Re: Custodial Agreement, dated as of December 1, 2000, by and among
Bank One, National Association, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By:________________________
Name:
-----------------------
Title:
----------------------
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EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 200__
Bank One, National Association Ambac Assurance Corporation
One Bank Xxx Xxxxx Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx XX-0000 Xxx Xxxx, New York 10004
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Residential Asset Mortgage Products, Inc., Series 2000-RS4
Re: Custodial Agreement, dated as of December 1, 2000, by and among
Bank One, National Association, Residential Asset Mortgage
Products, Inc., Residential Funding Corporation and Xxxxx Fargo
Bank Minnesota, National Association, relating to Mortgage
Asset-Backed Pass-Through Certificates, Series 2000-RS4
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b)
of the Pooling Agreement have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loans Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
XXXXX FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION
By:_______________________________
Name:
-----------------------------
Title:
----------------------------
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EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Series Supplement, to the Standard Terms of Pooling and Servicing Agreement,
Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
-------------------------------
Name
Title
Date
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EXHIBIT F-1
GROUP I LOAN SCHEDULE
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.14.57 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 ARM CUTOFF : 12/01/00
POOL : 0004473
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
-------------------------------------------------------------------------
1180798 .3750 13.5000
102,595.66 .0500 13.3100
8.0000 .0000 13.3100
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1187009 .7500 13.5000
266,733.47 .0500 13.3100
10.6250 .0000 13.3100
9.8750 .1400 -.1900
9.6850 .0000 -.1900
9.6850 .0000
1195232 .3750 14.7500
164,579.76 .0500 14.5600
8.7500 .0000 14.5600
8.3750 .1400 -.1900
8.1850 .0000 -.1900
8.1850 .0000
1225943 .3750 13.3750
190,524.08 .0500 13.1850
9.5400 .0000 13.1850
9.1650 .1400 -.1900
8.9750 .0000 -.1900
8.9750 .0000
1225955 .3750 13.3750
276,187.50 .0500 13.1850
9.5400 .0000 13.1850
9.1650 .1400 -.1900
8.9750 .0000 -.1900
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3993895 .3750 12.7500
280,511.26 .0500 12.5600
7.1250 .0000 12.5600
6.7500 .1400 -.1900
6.5600 .0000 -.1900
6.5600 .0000
3993900 .3750 11.6250
500,771.32 .0500 11.4350
7.0000 .0000 11.4350
6.6250 .1400 -.1900
6.4350 .0000 -.1900
6.4350 .0000
3993903 .3750 17.1250
53,422.61 .0500 16.9350
10.5000 .0000 16.9350
10.1250 .1400 -.1900
9.9350 .0000 -.1900
9.9350 .0000
3993907 .3750 17.5000
135,071.18 .0500 17.3100
10.8750 .0000 17.3100
10.5000 .1400 -.1900
10.3100 .0000 -.1900
10.3100 .0000
3993908 .3750 11.7500
87,128.17 .0500 11.5600
6.1250 .0000 11.5600
5.7500 .1400 -.1900
5.5600 .0000 -.1900
5.5600 .0000
1
3993910 .3750 13.1250
594,468.96 .0500 12.9350
7.5000 .0000 12.9350
7.1250 .1400 -.1900
6.9350 .0000 -.1900
6.9350 .0000
3993922 .3750 13.1250
275,518.64 .0500 12.9350
7.5000 .0000 12.9350
7.1250 .1400 -.1900
6.9350 .0000 -.1900
6.9350 .0000
3993943 .3750 13.1250
260,982.94 .0500 12.9350
7.5000 .0000 12.9350
7.1250 .1400 -.1900
6.9350 .0000 -.1900
6.9350 .0000
3994859 .5000 18.2500
71,617.60 .0500 18.0600
11.7500 .0000 18.0600
11.2500 .1400 -.1900
11.0600 .0000 -.1900
11.0600 .0000
3994980 .5000 17.0000
41,751.21 .0500 16.8100
10.5000 .0000 16.8100
10.0000 .1400 -.1900
9.8100 .0000 -.1900
9.8100 .0000
3995102 .5000 17.0000
48,461.13 .0500 16.8100
10.5000 .0000 16.8100
10.0000 .1400 -.1900
9.8100 .0000 -.1900
9.8100 .0000
3995327 .5000 16.3750
68,640.62 .0500 16.1850
9.8750 .0000 16.1850
9.3750 .1400 -.1900
9.1850 .0000 -.1900
9.1850 .0000
3995974 .5000 16.4900
58,174.09 .0500 16.3000
9.9900 .0000 16.3000
9.4900 .1400 -.1900
9.3000 .0000 -.1900
9.3000 .0000
1
3996230 .5000 15.4900
218,493.87 .0500 15.3000
8.9900 .0000 15.3000
8.4900 .1400 -.1900
8.3000 .0000 -.1900
8.3000 .0000
3998255 .5000 17.3400
31,951.56 .0500 17.1500
11.8400 .0000 17.1500
11.3400 .1400 -.1900
11.1500 .0000 -.1900
11.1500 .0000
3998256 .5000 17.4100
78,283.25 .0500 17.2200
11.9100 .0000 17.2200
11.4100 .1400 -.1900
11.2200 .0000 -.1900
11.2200 .0000
3998257 .5000 16.4900
79,722.89 .0500 16.3000
10.9900 .0000 16.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
3998263 .5000 17.2200
133,315.02 .0500 17.0300
11.7200 .0000 17.0300
11.2200 .1400 -.1900
11.0300 .0000 -.1900
11.0300 .0000
3998266 .5000 17.4000
112,400.28 .0500 17.2100
11.9000 .0000 17.2100
11.4000 .1400 -.1900
11.2100 .0000 -.1900
11.2100 .0000
3998267 .5000 15.8000
100,056.29 .0500 15.6100
10.3000 .0000 15.6100
9.8000 .1400 -.1900
9.6100 .0000 -.1900
9.6100 .0000
3998268 .5000 15.4200
26,638.72 .0500 15.2300
9.9200 .0000 15.2300
9.4200 .1400 -.1900
9.2300 .0000 -.1900
9.2300 .0000
1
3998270 .5000 15.2200
134,884.91 .0500 15.0300
9.7200 .0000 15.0300
9.2200 .1400 -.1900
9.0300 .0000 -.1900
9.0300 .0000
3998271 .5000 16.0400
111,866.45 .0500 15.8500
10.5400 .0000 15.8500
10.0400 .1400 -.1900
9.8500 .0000 -.1900
9.8500 .0000
3998272 .5000 18.2400
51,961.76 .0500 18.0500
12.7400 .0000 18.0500
12.2400 .1400 -.1900
12.0500 .0000 -.1900
12.0500 .0000
3998273 .5000 16.8400
109,103.27 .0500 16.6500
11.3400 .0000 16.6500
10.8400 .1400 -.1900
10.6500 .0000 -.1900
10.6500 .0000
3998274 .5000 14.2000
127,051.72 .0500 14.0100
8.7000 .0000 14.0100
8.2000 .1400 -.1900
8.0100 .0000 -.1900
8.0100 .0000
3998275 .5000 16.8700
48,715.42 .0500 16.6800
11.3700 .0000 16.6800
10.8700 .1400 -.1900
10.6800 .0000 -.1900
10.6800 .0000
3998276 .5000 17.1200
43,972.46 .0500 16.9300
11.6200 .0000 16.9300
11.1200 .1400 -.1900
10.9300 .0000 -.1900
10.9300 .0000
3998277 .5000 16.0100
107,913.96 .0500 15.8200
10.5100 .0000 15.8200
10.0100 .1400 -.1900
9.8200 .0000 -.1900
9.8200 .0000
1
3998279 .5000 17.1100
96,286.59 .0500 16.9200
11.6100 .0000 16.9200
11.1100 .1400 -.1900
10.9200 .0000 -.1900
10.9200 .0000
3998280 .5000 17.1800
123,923.45 .0500 16.9900
11.6800 .0000 16.9900
11.1800 .1400 -.1900
10.9900 .0000 -.1900
10.9900 .0000
3998282 .5000 16.4900
29,967.51 .0500 16.3000
10.9900 .0000 16.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
3998283 .5000 15.3000
134,653.05 .0500 15.1100
9.8000 .0000 15.1100
9.3000 .1400 -.1900
9.1100 .0000 -.1900
9.1100 .0000
4000002 .3750 16.7000
62,091.43 .0500 16.5100
10.5750 .0000 16.5100
10.2000 .1400 -.1900
10.0100 .0000 -.1900
10.0100 .0000
4000042 .3750 17.3750
108,601.05 .0500 17.1850
11.2500 .0000 17.1850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
4002745 .5000 19.4900
143,647.43 .0500 19.3000
12.9900 .0000 19.3000
12.4900 .1400 -.1900
12.3000 .0000 -.1900
12.3000 .0000
4002751 .5000 17.7400
89,014.61 .0500 17.5500
11.2400 .0000 17.5500
10.7400 .1400 -.1900
10.5500 .0000 -.1900
10.5500 .0000
1
4002752 .5000 19.4900
62,789.80 .0500 19.3000
12.9900 .0000 19.3000
12.4900 .1400 -.1900
12.3000 .0000 -.1900
12.3000 .0000
4002755 .5000 17.4900
59,114.20 .0500 17.3000
10.9900 .0000 17.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4002758 .5000 19.4900
71,483.32 .0500 19.3000
12.9900 .0000 19.3000
12.4900 .1400 -.1900
12.3000 .0000 -.1900
12.3000 .0000
4002759 .5000 17.4900
103,810.71 .0500 17.3000
10.9900 .0000 17.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4002760 .5000 17.2500
50,323.06 .0500 17.0600
10.7500 .0000 17.0600
10.2500 .1400 -.1900
10.0600 .0000 -.1900
10.0600 .0000
4007922 .5000 17.4900
44,383.89 .0500 17.3000
12.4900 .0000 17.3000
11.9900 .1400 -.1900
11.8000 .0000 -.1900
11.8000 .0000
4007927 .5000 16.5000
97,330.57 .0500 16.3100
11.0000 .0000 16.3100
10.5000 .1400 -.1900
10.3100 .0000 -.1900
10.3100 .0000
4007928 .5000 16.2500
186,152.78 .0500 16.0600
9.7500 .0000 16.0600
9.2500 .1400 -.1900
9.0600 .0000 -.1900
9.0600 .0000
1
4007931 .5000 17.8750
219,649.32 .0500 17.6850
12.3750 .0000 17.6850
11.8750 .1400 -.1900
11.6850 .0000 -.1900
11.6850 .0000
4007933 .5000 17.7500
52,203.67 .0500 17.5600
12.2500 .0000 17.5600
11.7500 .1400 -.1900
11.5600 .0000 -.1900
11.5600 .0000
4007940 .5000 14.7400
71,086.59 .0500 14.5500
15.0000 .0000 14.5500
14.5000 .1400 -.1900
14.3100 .0000 -.1900
14.3100 .0000
4007942 .5000 19.9900
34,417.87 .0500 19.8000
13.4900 .0000 19.8000
12.9900 .1400 -.1900
12.8000 .0000 -.1900
12.8000 .0000
4007946 .5000 16.7100
49,995.35 .0500 16.5200
11.2100 .0000 16.5200
10.7100 .1400 -.1900
10.5200 .0000 -.1900
10.5200 .0000
4007949 .5000 17.9000
55,912.72 .0500 17.7100
11.4000 .0000 17.7100
10.9000 .1400 -.1900
10.7100 .0000 -.1900
10.7100 .0000
4007950 .5000 16.8750
171,524.75 .0500 16.6850
10.3750 .0000 16.6850
9.8750 .1400 -.1900
9.6850 .0000 -.1900
9.6850 .0000
4007951 .5000 17.4500
112,422.55 .0500 17.2600
11.9500 .0000 17.2600
11.4500 .1400 -.1900
11.2600 .0000 -.1900
11.2600 .0000
1
4007952 .5000 15.8750
99,221.41 .0500 15.6850
10.3750 .0000 15.6850
9.8750 .1400 -.1900
9.6850 .0000 -.1900
9.6850 .0000
4009069 1.5000 16.7250
25,404.57 .0500 16.5350
11.7250 .0000 16.5350
10.2250 .1400 -.1900
10.0350 .0000 -.1900
10.0350 .0000
4009070 .3750 16.1150
110,950.20 .0500 15.9250
9.9900 .0000 15.9250
9.6150 .1400 -.1900
9.4250 .0000 -.1900
9.4250 .0000
4009071 .3750 16.5000
48,499.06 .0500 16.3100
10.3750 .0000 16.3100
10.0000 .1400 -.1900
9.8100 .0000 -.1900
9.8100 .0000
4009072 1.0000 16.8750
37,400.27 .0500 16.6850
11.3750 .0000 16.6850
10.3750 .1400 -.1900
10.1850 .0000 -.1900
10.1850 .0000
4009073 .3750 16.0000
131,100.65 .0500 15.8100
9.8750 .0000 15.8100
9.5000 .1400 -.1900
9.3100 .0000 -.1900
9.3100 .0000
4009074 .5000 17.9000
81,777.79 .0500 17.7100
11.9000 .0000 17.7100
11.4000 .1400 -.1900
11.2100 .0000 -.1900
11.2100 .0000
4009247 .3750 15.6430
121,726.67 .0500 15.4530
10.0180 .0000 15.4530
9.6430 .1400 -.1900
9.4530 .0000 -.1900
9.4530 .0000
1
4009483 .3750 16.5390
116,914.61 .0500 16.3490
10.9140 .0000 16.3490
10.5390 .1400 -.1900
10.3490 .0000 -.1900
10.3490 .0000
4016910 .5000 15.5000
50,532.26 .0500 15.3100
10.0000 .0000 15.3100
9.5000 .1400 -.1900
9.3100 .0000 -.1900
9.3100 .0000
4016912 .5000 14.5200
91,420.06 .0500 14.3300
9.0200 .0000 14.3300
8.5200 .1400 -.1900
8.3300 .0000 -.1900
8.3300 .0000
4016913 .5000 15.1600
71,826.02 .0500 14.9700
9.6600 .0000 14.9700
9.1600 .1400 -.1900
8.9700 .0000 -.1900
8.9700 .0000
4016914 .5000 15.3600
101,017.32 .0500 15.1700
9.8600 .0000 15.1700
9.3600 .1400 -.1900
9.1700 .0000 -.1900
9.1700 .0000
4016915 .5000 15.2700
343,352.88 .0500 15.0800
9.7700 .0000 15.0800
9.2700 .1400 -.1900
9.0800 .0000 -.1900
9.0800 .0000
4016916 .5000 18.2500
63,953.04 .0500 18.0600
12.7500 .0000 18.0600
12.2500 .1400 -.1900
12.0600 .0000 -.1900
12.0600 .0000
4016917 .5000 16.6900
50,329.17 .0500 16.5000
11.1900 .0000 16.5000
10.6900 .1400 -.1900
10.5000 .0000 -.1900
10.5000 .0000
1
4016918 .5000 15.6600
47,559.11 .0500 15.4700
10.1600 .0000 15.4700
9.6600 .1400 -.1900
9.4700 .0000 -.1900
9.4700 .0000
4017013 .5000 16.6250
32,164.86 .0500 16.4350
10.1250 .0000 16.4350
9.6250 .1400 -.1900
9.4350 .0000 -.1900
9.4350 .0000
4017014 .5000 17.4900
63,560.25 .0500 17.3000
10.9900 .0000 17.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4017015 .5000 18.6250
31,196.35 .0500 18.4350
12.1250 .0000 18.4350
11.6250 .1400 -.1900
11.4350 .0000 -.1900
11.4350 .0000
4017016 .5000 18.3750
30,996.43 .0500 18.1850
11.8750 .0000 18.1850
11.3750 .1400 -.1900
11.1850 .0000 -.1900
11.1850 .0000
4017017 .5000 17.8750
51,912.95 .0500 17.6850
11.3750 .0000 17.6850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
4017018 .5000 17.7500
42,302.13 .0500 17.5600
11.2500 .0000 17.5600
10.7500 .1400 -.1900
10.5600 .0000 -.1900
10.5600 .0000
4017019 .5000 17.1250
73,351.29 .0500 16.9350
10.6250 .0000 16.9350
10.1250 .1400 -.1900
9.9350 .0000 -.1900
9.9350 .0000
1
4017020 .5000 18.3750
178,232.19 .0500 18.1850
11.8750 .0000 18.1850
11.3750 .1400 -.1900
11.1850 .0000 -.1900
11.1850 .0000
4017021 .5000 17.4900
51,905.17 .0500 17.3000
10.9900 .0000 17.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4024385 .5000 17.5000
89,513.28 .0500 17.3100
11.5000 .0000 17.3100
11.0000 .1400 -.1900
10.8100 .0000 -.1900
10.8100 .0000
4030172 .5000 16.4900
131,277.07 .0500 16.3000
10.9900 .0000 16.3000
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4030173 .5000 15.3900
59,434.64 .0500 15.2000
9.8900 .0000 15.2000
9.3900 .1400 -.1900
9.2000 .0000 -.1900
9.2000 .0000
4030176 .5000 16.3000
94,453.80 .0500 16.1100
10.8000 .0000 16.1100
10.3000 .1400 -.1900
10.1100 .0000 -.1900
10.1100 .0000
4033095 .5000 17.8750
65,789.38 .0500 17.6850
11.3750 .0000 17.6850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
4033096 .5000 17.8750
62,295.54 .0500 17.6850
11.3750 .0000 17.6850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
1
4033098 .5000 17.8750
104,125.40 .0500 17.6850
11.3750 .0000 17.6850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
4033099 .5000 17.8750
111,812.52 .0500 17.6850
11.3750 .0000 17.6850
10.8750 .1400 -.1900
10.6850 .0000 -.1900
10.6850 .0000
4033101 .5000 20.2500
63,337.92 .0500 20.0600
13.7500 .0000 20.0600
13.2500 .1400 -.1900
13.0600 .0000 -.1900
13.0600 .0000
4033102 .5000 16.8750
30,511.86 .0500 16.6850
10.3750 .0000 16.6850
9.8750 .1400 -.1900
9.6850 .0000 -.1900
9.6850 .0000
4036044 .6250 17.7500
76,397.24 .0500 17.5600
12.3750 .0000 17.5600
11.7500 .1400 -.1900
11.5600 .0000 -.1900
11.5600 .0000
4043366 .2500 15.1250
290,505.15 .0500 14.9350
9.3750 .0000 14.9350
9.1250 .1400 -.1900
8.9350 .0000 -.1900
8.9350 .0000
TOTAL NUMBER OF LOANS: 1100
TOTAL BALANCE........: 139,323,146.58
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.14.57 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 ARM ARM SUMMARY REPORT CUTOFF : 12/01/00
POOL : 0004473
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 10.0097 6.1250 16.7500
RFC NET RATE 9.5449 5.6250 16.2500
NET MTG RATE(INVSTR RATE) 9.3549 5.4350 16.0600
POST STRIP RATE 9.3549 5.4350 16.0600
SUB SERV FEE .4648 .2500 1.7500
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .1400 .1400 .1400
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) 15.3145 10.2500 21.3000
MAX NET MTG RT(MAX INV RT) 15.1245 10.0600 21.1100
MAX POST STRIP RATE 15.1245 10.0600 21.1100
INV RATE MARGIN -.1900 -.1900 -.1900
POST STRIP MARGIN -.1900 -.1900 -.1900
TOTAL NUMBER OF LOANS: 1100
TOTAL BALANCE........: 139,323,146.58
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 09.14.57 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 A CUTOFF : 12/01/00
POOL : 0004473
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
1180798 8.3750 123,350.00 100
XXXXXXXXX XXXXXX 8.0000 102,595.66 ZZ
7.6250 937.55 1
13.8750 899.55 75
XXX XXXXXXX XX 00000 13.5000 10/12/88 164,500.00
800093122 .0000 12/01/88 00
8863009 .0000 11/01/18 0
0 2.5000 05/01/89 05/01/01
453/P65 .0000 06/01/89 06/01/01
45 .0000 .0000 .0000
A .0000 6 6
360 7 1.0000 1.0000
5.5000 S N .1250
5.5000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1187009 8.8750 308,000.00 100
XXXXXXX XXXX 10.6250 266,733.47 ZZ
9.8750 2,450.59 1
14.2500 2,762.46 00
XXXXX XXXXXXXX XX 00000 13.5000 02/28/89 385,000.00
8007213 .0000 04/01/89 00
9143 .0000 03/01/19 0
0 1.1250 09/01/89 03/01/01
1
490/976 .0000 10/01/89 04/01/01
45 .0000 .0000 .0000
A .0000 6 6
360 8 1.0000 1.0000
5.3750 S N .1250
5.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1195232 9.1250 195,000.00 000
XXXXXXXX XXXX 0.0000 164,579.76 ZZ
8.3750 1,586.58 1
15.1250 1,507.06 00
XXXXXX XX 00000 14.7500 02/28/89 260,000.00
3034733 .0000 04/01/89 00
3034733 .0000 03/01/19 0
0 2.7500 03/01/90 03/01/01
388/388 .0000 04/01/90 04/01/01
45 .0000 .0000 .0000
A .0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
6.0000 S N .1250
.0000 1 01 03/01/90
.0000 05 E 03/01/94
O 1.0000
1225943 7.7500 226,800.00 100
MOKHIBER JR. AMIEL 9.5400 190,524.08 ZZ
9.1650 1,624.83 1
13.7500 1,848.94 90
XXXXXXX XX 00000 13.3750 11/01/88 253,000.00
118397256 .0000 01/01/89 23
02000423 .0000 12/01/18 0
0 2.6000 01/01/89 01/01/01
901/076 .0000 02/01/89 02/01/01
25 .0000 .0000 .0000
A .0000 6 6
360 D 1.0000 1.0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
1225955 7.7500 328,800.00 100
XXXXXXX XXXXXXXX 9.5400 276,187.50 ZZ
9.1650 2,355.57 1
13.7500 2,680.26 00
XXXXXXX XXXXXX XX 00000 13.3750 11/01/88 411,000.00
1
118397587 .0000 01/01/89 00
02001012 .0000 12/01/18 0
0 2.6000 01/01/90 01/01/01
901/076 .0000 02/01/90 02/01/01
25 .0000 .0000 .0000
A .0000 6 6
360 D 1.0000 1.0000
6.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
1226035 8.1250 238,000.00 100
XXXXXX XXXX 9.3600 204,255.54 ZZ
8.9850 1,767.15 1
14.1250 1,910.67 50
XXXXXXXXXX XX 00000 13.7500 02/01/90 480,000.00
118420082 .0000 04/01/90 00
02005859 .0000 03/01/20 0
0 2.6000 04/01/91 04/01/01
901/076 .0000 05/01/91 05/01/01
25 6.1250 .0000 .0000
A 10.1250 6 6
360 D 1.0000 1.0000
6.0000 X X .0000
.0000 X X .0000
.0000 2 01 03/01/91
.0000 05 0 02/01/95
O .8750
1226104 8.8750 208,000.00 100
XXXXXX XXXXXX 9.5400 176,754.12 ZZ
9.1650 1,654.95 2
14.8750 1,700.74 80
XXXXXXX XX 00000 14.5000 04/01/89 261,000.00
118420637 6.0000 06/01/89 00
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ST. LOUIS MO 63136 18.6500 03/26/99 84,000.00
0800724932 12.1500 05/01/99 00
0800724932 11.6500 04/01/29 0
0 8.9500 04/01/01 04/01/01
Q72/U72 .0000 05/01/01 05/01/01
25 12.1500 .0000 .0000
A 15.1500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
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.0000 5 00 00/00/00
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3462223 9.9900 81,000.00 100
EVERETT PAUL 11.9900 79,501.67 ZZ
11.4900 710.24 1
15.9900 829.49 90
CHICAGO IL 60620 15.4900 05/13/97 90,000.00
0899006373 9.9900 07/01/97 00
0899006373 9.4900 06/01/27 0
0 7.6250 06/01/99 06/01/01
Q72/U72 .0000 07/01/99 07/01/01
25 .0000 .0000 .0000
A .0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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3462290 10.8750 141,000.00 100
LAROSA T 13.5000 138,321.89 ZZ
13.0000 1,329.48 1
17.8750 1,607.55 75
ABINGDON MD 21009 17.3750 07/03/96 188,000.00
0800006967 10.8750 09/01/96 00
0800006967 10.3750 08/01/26 0
0 6.5100 02/01/97 02/01/01
1
Q72/U72 .0000 03/01/97 03/01/01
45 .0000 .0000 .0000
A 1.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
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.0000 5 00 00/00/00
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3462323 13.7500 12,375.00 100
RODRIGUEZ JOE 13.7500 11,742.14 ZZ
13.2500 162.73 1
19.7500 162.73 75
PECOS TX 79772 19.2500 09/24/98 16,500.00
0899004568 13.7500 11/01/98 00
0899004568 13.2500 10/01/13 0
0 7.1250 10/01/01 10/01/01
Q72/U72 .0000 11/01/01 11/01/01
45 13.7500 .0000 .0000
A 16.7500 6 6
180 9 1.0000 1.0000
6.0000 S N .1250
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3462350 12.0000 61,800.00 100
HO WAYNE 12.0000 41,416.14 ZZ
11.5000 845.29 1
18.0000 846.60 60
HONOLULU HI 96814 17.5000 06/28/95 103,000.00
0899007538 12.0000 08/01/95 00
0899007538 11.5000 07/01/06 0
0 3.0000 08/01/96 08/01/01
Q72/U72 .0000 09/01/96 09/01/01
45 .0000 .0000 .0000
A 2.0000 12 12
132 8 2.0000 2.0000
6.0000 X X .0000
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3467764 11.0000 226,352.02 100
ULEP PEPITO 11.0000 224,635.00 ZZ
10.5000 2,239.63 1
15.0000 2,239.63 72
WAIPAHU HI 96797 14.5000 02/01/00 315,000.00
1
0899007553 9.0000 03/01/00 00
0899007553 8.5000 12/01/23 0
0 5.6250 12/01/00 12/01/01
Q72/U72 .0000 01/01/01 01/01/02
45 .0000 .0000 .0000
A 2.0000 12 12
286 1 2.0000 2.0000
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3467766 9.2500 116,100.00 100
WYATT JEFFREY 12.5000 114,001.11 ZZ
12.0000 955.13 1
15.2500 1,232.39 90
TOOELE UT 84074 14.7500 07/01/97 129,000.00
0899008213 9.2500 09/01/97 00
0899008213 8.7500 08/01/27 0
0 6.2500 08/01/98 08/01/01
Q72/U72 .0000 09/01/98 09/01/01
45 .0000 .0000 .0000
A 2.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3467791 13.9900 38,225.00 100
MARSALIS HARDY 15.9900 38,040.06 ZZ
15.4900 482.70 2
19.9900 512.96 55
CHICAGO IL 60609 19.4900 07/22/98 69,500.00
0899005995 13.9900 09/01/98 00
0899005995 13.4900 08/01/28 0
0 9.0000 02/01/99 02/01/01
Q72/U72 .0000 03/01/99 03/01/01
25 .0000 .0000 .0000
A 1.0000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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.0000 5 00 00/00/00
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3467796 11.4500 113,600.00 100
SCHALLER KEVIN 13.6250 111,754.11 ZZ
1
13.1250 1,120.64 1
18.4500 1,306.91 82
CLACKAMAS OR 97015 17.9500 07/22/97 140,000.00
0800004525 11.4500 09/01/97 00
0800004525 10.9500 08/01/27 0
0 6.6900 08/01/99 02/01/01
Q72/U72 .0000 09/01/99 03/01/01
45 .0000 .0000 .0000
A .0000 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
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3467803 8.9900 127,600.00 100
FINTIKIS ELEFTERIO 12.6250 124,761.50 ZZ
12.1250 1,025.78 1
15.9900 1,364.96 90
DES PLAINES IL 60018 15.4900 10/31/96 143,000.00
0800007114 8.9900 01/01/97 00
0800007114 8.4900 12/01/26 0
0 5.9500 06/01/97 06/01/01
Q72/U72 .0000 07/01/97 07/01/01
45 .0000 .0000 .0000
A 1.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
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3467821 12.9900 120,000.00 100
WARD MILBURN 12.9900 119,931.69 ZZ
12.4900 1,326.50 1
19.9900 463.80 56
BURBANK CA 91505 19.4900 05/12/98 215,000.00
0899002414 12.9900 08/01/98 00
0899002414 12.4900 07/01/28 0
0 6.9500 07/01/00 01/01/01
Q72/U72 .0000 08/01/00 02/01/01
45 12.9900 .0000 .0000
A 14.9900 6 6
360 9 1.0000 1.0000
7.0000 S N .1250
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1
3578929 13.1000 61,600.00 100
TARLADGIS GREG 13.1000 61,470.50 ZZ
12.6000 686.24 2
19.1000 686.24 65
CLEVELAND OH 44102 18.6000 02/09/00 95,000.00
1525245 11.1000 04/01/00 00
0005300776 10.6000 03/01/30 0
0 9.8500 03/01/02 03/01/02
K15/H74 .0000 04/01/02 04/01/02
25 11.1000 .0000 .0000
A 16.1000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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2.0000 5 00 00/00/00
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3578937 15.0280 50,400.00 100
MILLER COURTNEY 15.0280 50,355.22 ZZ
14.5280 638.41 1
21.0280 638.41 90
MEMPHIS TN 38107 20.5280 05/12/00 56,000.00
1525070 13.0280 07/01/00 00
0005301169 12.5280 06/01/30 0
0 10.2880 06/01/03 06/01/03
K15/H74 .0000 07/01/03 07/01/03
25 13.0280 .0000 .0000
A 18.0280 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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2.0000 1 00 00/00/00
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3578938 14.2880 79,500.00 100
PAGE ALAN 14.2880 79,372.74 ZZ
13.7880 960.12 1
20.2880 960.12 75
HINSDALE NH 03451 19.7880 02/21/00 106,000.00
1525260 12.2880 04/01/00 00
0005301241 11.7880 03/01/30 0
0 10.5380 03/01/03 03/01/03
K15/H74 .0000 04/01/03 04/01/03
25 12.2880 .0000 .0000
A 17.2880 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
1
2.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3603601 10.5000 332,500.00 100
BUEHRER PAUL 12.0000 329,422.63 ZZ
11.5000 3,066.58 1
16.2500 3,427.97 70
BELLEVUE WA 98006 15.7500 08/28/99 480,000.00
1526706 9.2500 09/01/99 00
9071120324 8.7500 02/01/28 0
0 5.0000 02/01/00 02/01/01
783/H74 .0000 03/01/00 03/01/01
25 9.2500 .0000 .0000
A 10.2500 6 6
342 E 1.0000 1.0000
5.7500 S N .1250
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1.2500 4 00 00/00/00
.0000 05 0 00/00/00
O .0000
3649300 12.9500 65,000.00 100
BLATZ GREG 12.9500 64,938.90 ZZ
12.5750 716.49 4
18.9500 716.49 65
FORT WAYNE IN 46807 18.5750 07/08/00 100,000.00
0432167062 12.9500 09/01/00 00
CL002274 12.5750 08/01/30 0
0 7.5000 08/01/02 08/01/02
H48/U57 .0000 09/01/02 09/01/02
25 12.9500 .0000 .0000
A 14.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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3649301 12.9500 35,750.00 100
BLATZ GREG 12.9500 35,716.38 ZZ
12.5750 394.07 2
18.9500 394.07 65
FORT WAYNE IN 46802 18.5750 07/03/00 55,000.00
0432167070 12.9500 09/01/00 00
CL002275 12.5750 08/01/30 0
0 7.5000 08/01/02 08/01/02
H48/U57 .0000 09/01/02 09/01/02
25 12.9500 .0000 .0000
A 14.9500 6 6
1
360 E 1.0000 1.0000
6.0000 S N .1250
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3649302 12.9500 31,850.00 100
BLATZ GREG 12.9500 31,820.05 ZZ
12.5750 351.08 1
18.9500 351.08 65
FORT WAYNE IN 46802 18.5750 07/08/00 49,000.00
0432389377 12.9500 09/01/00 00
CL002276 12.5750 08/01/30 0
0 7.5000 08/01/02 08/01/02
H48/U57 .0000 09/01/02 09/01/02
25 12.9500 .0000 .0000
A 14.9500 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
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N .0000
3672503 6.0000 247,550.00 100
KRAUS GARY 9.0000 234,588.89 ZZ
8.5000 1,484.19 1
12.0000 1,958.45 97
CORONA CA 91719 11.5000 05/23/96 256,000.00
0800769234 .0000 07/01/96 00
0800769234 .0000 06/01/26 0
0 2.8750 06/01/97 06/01/01
Q72/U72 .0000 07/01/97 07/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3672507 6.0000 134,300.00 100
WILTSHIRE CARLTON 9.0000 127,477.98 ZZ
8.5000 805.20 2
12.0000 1,064.24 62
BROOKLYN NY 11234 11.5000 05/06/96 220,000.00
0800769622 .0000 07/01/96 10
0800769622 .0000 06/01/26 25
0 2.3750 06/01/97 06/01/01
1
Q72/U72 .0000 07/01/97 07/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3672509 6.0000 295,100.00 100
MCKNELLY THOMAS 9.1250 274,810.22 ZZ
8.6250 1,769.28 1
12.0000 2,342.28 85
CHESTER VA 23831 11.5000 05/12/95 350,000.00
0800770943 .0000 07/01/95 00
0800770943 .0000 06/01/25 0
0 2.8750 06/01/96 06/01/01
Q72/U72 .0000 07/01/96 07/01/01
45 .0000 .0000 .0000
A 7.0000 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3677892 8.2500 62,000.00 100
KRYZA MICHAEL 8.7500 32,684.63 ZZ
8.3750 528.28 1
15.2500 540.69 78
FLUSHING MI 48433 14.8750 08/07/87 79,490.00
0000025403 .0000 09/15/87 00
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0 2.7500 09/15/88 09/15/01
B76/B76 .0000 10/15/88 10/15/01
45 6.2500 .0000 .0000
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240 1 2.0000 2.0000
7.0000 S N .1250
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3677898 7.3750 98,800.00 100
WINFREY DAVID 9.2500 91,351.56 ZZ
8.8750 682.39 1
13.3750 797.00 95
WESTLAND MI 48185 13.0000 03/04/94 104,000.00
1
0000124799 .0000 05/01/94 11
0000124799 .0000 04/01/24 25
0 3.0000 04/01/99 04/01/01
B76/B76 .0000 05/01/99 05/01/01
45 5.3750 .0000 .0000
A 9.3750 12 12
360 1 2.0000 2.0000
6.0000 S N .1250
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3677899 7.2500 60,300.00 100
NORRIS JAMES 9.0000 55,427.68 ZZ
8.6250 411.35 1
13.2500 475.33 90
LESLIE MI 49251 12.8750 02/28/94 67,000.00
0000130021 .0000 04/01/94 10
0000130021 .0000 03/01/24 17
0 3.0000 03/01/99 03/01/01
B76/B76 .0000 04/01/99 04/01/01
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3677910 8.0000 45,600.00 100
BEARD MICHAEL 9.2500 43,206.65 T
8.8750 334.60 1
14.0000 371.30 100
ROSCOMMON MI 48653 13.6250 07/28/95 45,600.00
0000174350 .0000 09/01/95 00
0000174350 .0000 08/01/25 0
0 3.0000 08/01/98 08/01/01
B76/B76 .0000 09/01/98 09/01/01
45 6.0000 .0000 .0000
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360 1 2.0000 2.0000
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3677914 7.1250 24,000.00 100
BORROW ANDREA 9.2500 22,762.09 ZZ
1
8.8750 161.69 1
13.1250 194.93 80
FLINT MI 48504 12.7500 11/13/95 30,000.00
0000180879 .0000 01/01/96 00
0000180879 .0000 12/01/25 0
0 3.2500 12/01/96 12/01/01
B76/B76 .0000 01/01/97 01/01/02
45 5.1250 .0000 .0000
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360 1 2.0000 2.0000
6.0000 S N .1250
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3677923 9.0000 236,000.00 100
COX JOSEPH 9.1250 227,567.66 ZZ
8.7500 1,905.27 1
15.0000 1,914.76 80
WILLIAMSTON MI 48895 14.6250 08/21/96 295,000.00
0000194077 .0000 04/01/97 00
0000194077 .0000 09/01/26 0
0 3.0000 09/01/99 09/01/01
B76/B76 .0000 10/01/99 10/01/01
45 7.0000 .0000 .0000
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354 1 2.0000 2.0000
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3677931 8.2500 154,400.00 100
CONLEY STEPHEN 9.3750 149,715.98 ZZ
9.0000 1,159.96 1
14.2500 1,277.18 80
JACKSON MI 49203 13.8750 05/01/97 193,000.00
0000204069 .0000 07/01/97 00
0000204069 .0000 06/01/27 0
0 3.2500 06/01/98 06/01/01
B76/B76 .0000 07/01/98 07/01/01
45 6.2500 .0000 .0000
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360 1 2.0000 2.0000
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1
3677933 6.8750 26,900.00 100
ANDREWS KEVIN 9.3750 26,028.15 ZZ
9.0000 176.71 1
12.8750 221.88 90
FLINT MI 48504 12.5000 06/26/97 29,900.00
0000205261 .0000 08/01/97 11
0000205261 .0000 07/01/27 25
0 3.0000 07/01/98 07/01/01
B76/B76 .0000 08/01/98 08/01/01
45 4.8750 .0000 .0000
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3677935 7.5000 91,800.00 100
ABDALLAH NASRI 9.3750 88,906.87 ZZ
9.0000 641.88 1
13.5000 758.43 90
FLINT MI 48506 13.1250 05/29/97 102,000.00
0000205345 .0000 07/01/97 11
0000205345 .0000 06/01/27 25
0 3.2500 06/01/98 06/01/01
B76/B76 .0000 07/01/98 07/01/01
45 5.5000 .0000 .0000
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360 1 2.0000 2.0000
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3678016 6.7500 99,000.00 100
SHEETS RODNEY 9.1250 93,955.12 ZZ
8.7500 761.22 1
12.7500 787.33 90
SULLIVAN MO 63080 12.3750 05/14/98 110,000.00
2501518 .0000 07/01/98 10
2501518 .0000 06/01/28 25
0 3.0000 06/01/99 06/01/01
B76/B76 .0000 07/01/99 07/01/01
45 4.7500 .0000 .0000
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360 1 2.0000 2.0000
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1
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3678022 8.0000 46,500.00 100
MARTINEZ MICHAEL 9.3750 45,581.87 ZZ
9.0000 341.20 1
14.0000 384.95 75
DENVER CO 80205 13.6250 08/26/98 62,000.00
2618650 .0000 10/01/98 00
2618650 .0000 09/01/28 0
0 3.2500 09/01/99 09/01/01
B76/B76 .0000 10/01/99 10/01/01
45 6.0000 .0000 .0000
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360 1 2.0000 2.0000
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3678045 8.1250 133,000.00 100
MALSBARY TIMOTHY 8.1250 132,009.82 ZZ
7.7500 987.53 1
14.1250 987.53 110
CINCINNATI OH 45233 13.7500 12/20/99 122,000.00
401950 .0000 02/01/00 11
401950 .0000 01/01/30 22
0 3.0000 01/01/01 01/01/01
B76/B76 .0000 02/01/01 02/01/01
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3708945 11.7000 52,500.00 100
HALL QUEENE 11.7000 52,434.84 ZZ
10.9500 527.93 2
17.7000 527.93 75
CHARLOTTE NC 28206 16.9500 07/28/00 70,000.00
0432422756 11.7000 09/01/00 00
CL002034 10.9500 08/01/30 0
0 6.7500 08/01/02 08/01/02
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1
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6.0000 S N .1250
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CSASZAR EDWARD 8.0000 76,344.98 ZZ
7.7500 561.33 1
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0400297941 .0000 10/01/00 04
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STATON DENISE 11.7500 55,904.54 ZZ
11.2500 529.29 4
17.2500 555.64 70
JACKSONVILLE FL 32206 16.7500 09/15/97 81,000.00
0800082513 11.7500 11/01/97 00
0800082513 11.2500 10/01/27 0
0 7.2500 04/01/98 04/01/01
Q72/U72 .0000 05/01/98 05/01/01
25 .0000 .0000 .0000
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360 E 1.0000 1.0000
6.5000 S N .1250
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3711824 11.4900 84,000.00 100
SHANKS SARAH 14.2500 82,811.90 ZZ
13.7500 831.21 3
17.9900 831.21 60
CHICAGO IL 60619 17.4900 10/27/97 140,000.00
0800089484 11.4900 12/01/97 00
0800089484 10.9900 11/01/27 0
0 7.5000 11/01/99 05/01/01
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Q72/U72 .0000 12/01/99 06/01/01
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360 E 1.0000 1.0000
6.5000 S N .1250
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3711855 10.5000 162,350.00 100
REYES FE 11.5000 160,635.29 ZZ
11.0000 1,485.08 1
16.5000 1,485.08 85
LONG BEACH CA 90810 16.0000 11/24/98 191,000.00
0800099137 10.5000 01/01/99 00
0800099137 10.0000 12/01/28 0
0 7.2500 12/01/00 06/01/01
Q72/U72 .0000 01/01/01 07/01/01
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360 E 1.0000 1.0000
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BRANFORD CT 06405 11.5000 06/15/95 125,000.00
1
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JACKSON LEO 8.7500 255,584.13 ZZ
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RICHMOND CA 94803 11.5000 07/18/95 289,000.00
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MILPITAS CA 95035 11.5000 06/26/97 265,000.00
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BURDIN DAVID 9.0000 205,035.73 ZZ
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WOODFORD COREEN 9.0000 267,419.52 ZZ
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LOS ANGELES CA 90042 11.5000 10/13/95 325,000.00
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GRAZIANI LEO 9.0000 193,389.85 ZZ
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ROBINSON RONNIE 11.7500 48,329.59 ZZ
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FRESNO CA 93704 16.7500 07/31/98 69,000.00
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GIBSON ROY 13.3750 46,488.60 ZZ
12.8750 430.45 1
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HOUSTON TX 77091 16.5000 09/04/98 56,500.00
0899005292 11.0000 11/01/98 00
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ARMS BEVERLY 7.5000 119,060.98 ZZ
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0899005342 7.5000 11/01/98 00
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1
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SARTORE LAWRENCE 11.8750 75,467.14 ZZ
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EVANSVILLE IN 47711 17.8750 11/08/99 101,000.00
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FULLER JERRY 9.8300 124,183.22 ZZ
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WILLOW SPRING NC 27592 15.3300 10/22/99 166,650.00
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WINSLOW CHARLES 10.2500 80,635.86 ZZ
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VIRGINIA BEACH VA 23462 16.7500 02/29/00 90,000.00
0432230092 10.2500 03/29/00 00
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ALTMAIER MARK 9.2500 118,650.58 ZZ
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PHOENIX AZ 85050 13.8750 07/03/00 158,563.00
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PATEL SAVITABEN 7.5000 66,947.51 ZZ
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PORTLAND OR 97220 13.1250 06/09/00 84,000.00
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CRANMER-BROWN ROBERT 6.8750 646,875.66 ZZ
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PALO ALTO CA 94306 12.5000 06/23/00 1,575,000.00
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1
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MILLER RONALD 8.1250 60,997.09 ZZ
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INGLESIDE IL 60041 13.7500 06/30/00 76,500.00
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KREUTZ PAUL 8.0000 298,980.05 ZZ
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ENCINITAS CA 92007 13.6250 06/19/00 355,000.00
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FLETCHER ALAN 7.5000 647,507.91 ZZ
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PALO ALTO CA 94306 13.1250 06/27/00 1,500,000.00
1
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WHITLOCK WENDY 7.5000 50,790.43 ZZ
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ASTORIA OR 97130 13.1250 06/23/00 85,000.00
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DUVAL LOUIS 7.3750 298,978.77 ZZ
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BAYFIELD CO 81122 13.0000 07/03/00 349,900.00
0409968 .0000 09/01/00 01
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DONALDSON RICHARD 8.2500 164,466.64 ZZ
1
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HUDSON OH 44236 13.8750 06/16/00 278,000.00
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VAN DAHM JON 8.3750 92,806.59 ZZ
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PHOENIX AZ 85044 13.0000 06/20/00 133,000.00
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CHEN NANCY 8.5000 129,401.22 ZZ
8.1250 998.05 1
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LAS VEGAS NV 89135 13.1250 06/30/00 199,750.00
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3746407 8.6250 288,000.00 100
GARMAN MOLLY 8.6250 287,137.55 ZZ
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DENVER CO 80218 13.2500 07/03/00 320,000.00
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CLEMONS MICHELLE 7.7500 203,418.47 ZZ
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GRAND JUNCTION CO 81506 13.3750 07/07/00 255,000.00
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COOPER JACK 8.7500 103,555.26 ZZ
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OSBORN PATRICIA 7.8750 221,226.04 ZZ
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SAN DIMAS CA 91773 13.5000 06/20/00 247,000.00
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LOPEZ DAVID 8.3750 187,128.66 ZZ
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PAUL JR LAURENCE 8.6250 331,105.45 ZZ
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DENVER CO 80209 13.2500 06/23/00 369,000.00
0411902 .0000 08/01/00 10
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MCPHERSON GILBERTA 7.7500 255,084.82 ZZ
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EVERGREEN CO 80439 13.3750 07/10/00 228,000.00
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HISER SCOTT 8.8750 79,818.58 ZZ
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BYERS CO 80103 13.5000 07/10/00 110,000.00
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3746429 7.6250 275,000.00 100
PITTS JEFFREY 7.6250 274,196.25 ZZ
7.2500 1,946.43 1
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SCOTTSDALE AZ 85258 13.2500 07/05/00 470,000.00
0413537 .0000 09/01/00 00
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STANDEN W 7.5000 197,360.92 ZZ
7.2500 1,404.48 1
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HILTON HEAD IS SC 29926 13.2500 07/01/00 300,000.00
1
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GERARD SR. LAWRENCE 8.5000 368,940.73 T
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161003201 .0000 08/01/00 00
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BERK MATTHEW 7.5000 380,920.51 T
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HILTON HEAD IS SC 29926 13.2500 06/01/00 675,730.00
161003243 .0000 07/01/00 00
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3924527 9.7500 56,700.00 100
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XXXXXX XXXX 9.9900 193,062.36 ZZ
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0432370443 9.9900 04/01/00 00
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SIMBOLI JOSEPH 10.2500 43,140.03 ZZ
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0432370500 10.2500 05/01/00 00
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FAVELA LUIS 8.9900 173,365.33 ZZ
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15.9900 1,400.81 85
SAN GABRIEL CA 91775 15.4900 02/25/00 205,000.00
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3924538 10.9900 253,500.00 100
MCHUGH EDWARD 10.9900 252,653.87 ZZ
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PARK CITY UT 84098 17.4900 02/11/00 338,000.00
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T38/U56 .0000 04/01/02 04/01/02
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3924539 11.7500 53,600.00 100
SOTELO PONCIANO 11.7500 53,448.39 ZZ
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PUEBLO CO 81001 18.2500 02/18/00 67,000.00
0432370617 11.7500 04/01/00 00
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WILLIAMS CAROL 9.9900 72,436.75 ZZ
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0432370658 10.7500 05/01/00 00
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HERNANDEZ ALMA 10.5000 63,513.81 ZZ
10.0000 583.15 1
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RIVERSIDE CA 92507 17.0000 02/24/00 145,000.00
0432370674 10.5000 04/01/00 00
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CHICAGO IL 60621 15.9900 04/07/00 100,000.00
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HART HOWARD 10.2500 91,681.93 ZZ
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9.7500 824.42 1
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ANTELOPE CA 95843 17.4900 03/25/00 93,000.00
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3924556 8.9900 73,600.00 100
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CONTRERAS ALTETO 10.2500 44,490.23 ZZ
9.7500 399.89 1
17.2500 399.89 85
WICHITA KS 67208 16.7500 04/06/00 52,500.00
0432371060 10.2500 06/01/00 00
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COONEY PATRICK 11.2500 52,372.32 ZZ
10.7500 509.92 1
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HARRISONVILLE MO 64701 17.7500 04/24/00 70,000.00
0432371128 11.2500 06/01/00 00
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LEWISTOWN PA 17044 16.7500 03/31/00 65,000.00
0432371144 10.2500 05/01/00 00
921-31712 9.7500 04/01/30 0
0 5.9500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924565 10.4900 110,500.00 100
MASSENGALE STEVE 10.4900 110,027.99 ZZ
9.9900 1,009.97 1
17.4900 1,009.97 65
PLEASANT VIEW UT 84414 16.9900 03/23/00 170,000.00
0432371185 10.4900 05/01/00 00
921-31744 9.9900 04/01/30 0
0 7.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.4900 .0000 .0000
A 13.4900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924567 9.9900 134,100.00 100
KAITZ BECKY 9.9900 133,673.27 ZZ
9.4900 1,175.84 1
16.9900 1,175.84 90
AURORA CO 80013 16.4900 04/04/00 149,000.00
0432371227 9.9900 06/01/00 00
921-31953 9.4900 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924570 9.2500 394,825.00 100
BIEHL KENNETH 9.2500 393,358.62 ZZ
8.7500 3,248.13 1
16.2500 3,248.13 87
MESA AZ 85205 15.7500 04/28/00 457,322.00
0432371292 9.2500 06/01/00 00
921-32290 8.7500 05/01/30 0
0 5.9500 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 9.2500 .0000 .0000
A 12.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
3924571 10.9900 49,300.00 100
KEEN MARVIN 10.9900 49,191.86 ZZ
10.4900 469.12 1
17.9900 469.12 85
GOLDENDALE WA 98620 17.4900 05/11/00 58,000.00
0432371318 10.9900 07/01/00 00
921-32317 10.4900 06/01/30 0
0 6.5000 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924572 9.9900 216,000.00 100
HANKINS RAYMOND 9.9900 215,246.07 ZZ
9.4900 1,893.96 1
16.9900 1,893.96 90
YELM WA 98597 16.4900 04/20/00 240,000.00
0432371334 9.9900 06/01/00 00
921-32363 9.4900 05/01/30 0
0 5.9500 05/01/02 05/01/02
1
T38/U56 .0000 06/01/02 06/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924573 10.2500 80,920.00 100
JOHNSTON JEAN 10.2500 80,676.25 ZZ
9.7500 725.13 1
17.2500 725.13 81
VERNAL UT 84078 16.7500 03/31/00 100,600.00
0432371367 10.2500 06/01/00 00
921-32452 9.7500 05/01/30 0
0 6.1000 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924574 8.2500 196,000.00 100
GUY PATRICIA 8.2500 193,725.28 ZZ
7.7500 1,472.49 1
15.2500 1,472.49 80
LOS ANGELES CA 91406 14.7500 04/13/00 245,000.00
0432371383 8.2500 06/01/00 00
921-32486 7.7500 05/01/30 0
0 5.5000 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 8.2500 .0000 .0000
A 11.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924576 9.9900 114,750.00 100
CALVIN BRENDA 9.9900 114,384.86 ZZ
9.4900 1,006.17 1
16.9900 1,006.17 85
LOS ANGELES CA 90044 16.4900 04/17/00 135,000.00
1
0432371425 9.9900 06/01/00 00
921-32561 9.4900 05/01/30 0
0 6.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924577 9.9900 259,500.00 100
FURNIVALL PATTI 9.9900 258,795.17 ZZ
9.4900 2,275.39 1
16.9900 2,275.39 90
THOUSAND OAKS CA 91360 16.4900 04/27/00 290,000.00
0432371433 9.9900 07/01/00 00
921-32568 9.4900 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924579 9.5000 97,325.00 100
GAGLIARDI CRAIG 9.5000 96,931.16 ZZ
9.0000 818.37 1
16.5000 818.37 85
SAN DIEGO CA 92103 16.0000 03/29/00 114,500.00
0432371474 9.5000 05/01/00 00
921-32737 9.0000 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3924582 11.4900 84,500.00 100
DEADWYLER LONNITA 11.4900 84,248.10 ZZ
1
10.9900 836.16 4
18.4900 836.16 65
CLEVELAND OH 44105 17.9900 04/06/00 130,000.00
0432371532 11.4900 06/01/00 00
921-33181 10.9900 05/01/30 0
0 7.7500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 11.4900 .0000 .0000
A 14.4900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924584 10.6000 126,000.00 100
HACKER CHARLES 10.6000 125,530.31 ZZ
10.1000 1,162.00 1
17.6000 1,162.00 86
RANCHO CUCAMON CA 91730 17.1000 03/30/00 148,000.00
0432371573 10.6000 06/01/00 00
921-33268 10.1000 05/01/30 0
0 6.2000 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.6000 .0000 .0000
A 13.6000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924586 10.2500 34,000.00 100
NORIEGA TERESA 10.2500 33,912.57 ZZ
9.7500 304.68 1
17.2500 304.68 73
TUCSON AZ 85714 16.7500 05/13/00 47,000.00
0432369924 10.2500 07/01/00 00
921-33279 9.7500 06/01/30 0
0 5.8500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924592 10.2500 52,500.00 100
MARTIN BEATRICE 10.2500 52,341.61 ZZ
9.7500 470.46 1
17.2500 470.46 75
DAYTON OH 45408 16.7500 04/18/00 70,000.00
0432370112 10.2500 06/01/00 00
921-33721 9.7500 05/01/30 0
0 6.0500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924593 8.9900 54,768.00 100
AGUILAR RUDY 8.9900 54,553.38 ZZ
8.4900 440.28 1
15.9900 440.28 61
RIVERSIDE CA 92309 15.4900 04/03/00 90,000.00
0432370146 8.9900 06/01/00 00
921-33726 8.4900 05/01/30 0
0 5.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 8.9900 .0000 .0000
A 11.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924596 9.0000 31,910.00 100
REIDY DEBORAH 9.0000 31,785.17 ZZ
8.5000 256.76 1
16.0000 256.76 82
OCEAN PARK WA 98640 15.5000 04/18/00 39,000.00
0432370237 9.0000 06/01/00 00
921-34153 8.5000 05/01/30 0
0 6.5000 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 9.0000 .0000 .0000
A 12.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924597 12.2500 25,000.00 100
CLARK BOYCE 12.2500 24,958.33 ZZ
11.7500 261.98 1
19.2500 261.98 49
GREAT FALLS MT 59405 18.7500 04/25/00 52,000.00
0432370260 12.2500 07/01/00 00
921-34302 11.7500 06/01/30 0
0 7.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924600 9.9900 189,000.00 100
FERGUSON IRIS 9.9900 188,486.65 ZZ
9.4900 1,657.22 1
16.9900 1,657.22 90
GARDENA CA 90249 16.4900 04/26/00 210,000.00
0432370369 9.9900 07/01/00 00
921-34666 9.4900 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924601 10.5000 72,000.00 100
MCDONALD EDWARD 10.5000 71,794.32 ZZ
10.0000 658.62 1
17.5000 658.62 80
PHILADELPHIA PA 19125 17.0000 04/24/00 90,000.00
0432370393 10.5000 06/01/00 00
921-34771 10.0000 05/01/30 0
0 6.2500 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 10.5000 .0000 .0000
A 13.5000 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924602 9.5000 179,350.00 100
HAWKINS WINDLE 9.5000 178,810.06 ZZ
9.0000 1,508.08 1
16.5000 1,508.08 85
NORWALK CA 90650 16.0000 05/23/00 211,000.00
0432370427 9.5000 07/01/00 00
921-34841 9.0000 06/01/30 0
0 5.7500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924603 10.2500 137,600.00 100
MYERS DELANO 10.2500 137,246.30 ZZ
9.7500 1,233.04 1
17.2500 1,233.04 80
SYKESVILLE MD 21784 16.7500 05/05/00 172,000.00
0432370450 10.2500 07/01/00 00
921-34905 9.7500 06/01/30 0
0 5.0000 06/01/03 06/01/03
T38/U56 .0000 07/01/03 07/01/03
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924604 9.7000 91,800.00 100
KERNS PAULINE 9.7000 91,489.53 ZZ
9.2000 785.34 2
16.7000 785.34 90
HEMET CA 92544 16.2000 04/19/00 102,000.00
0432370484 9.7000 06/01/00 00
921-34960 9.2000 05/01/30 0
0 5.1500 05/01/03 05/01/03
1
T38/U56 .0000 06/01/03 06/01/03
45 9.7000 .0000 .0000
A 12.7000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924606 11.4900 149,850.00 100
WARFORD JOHNNY 11.4900 149,504.20 ZZ
10.9900 1,482.81 1
18.4900 1,482.81 90
RICHMOND TX 77469 17.9900 04/26/00 166,500.00
0432370559 11.4900 06/01/00 00
921-34991 10.9900 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 11.4900 .0000 .0000
A 14.4900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 03 0 00/00/00
O .0000
3924608 8.9000 109,650.00 100
SMITH_JR JAMES 8.9000 109,258.31 ZZ
8.4000 874.40 1
15.9000 874.40 85
MADISON HEIGHT MI 48071 15.4000 04/28/00 129,000.00
0432366649 8.9000 07/01/00 00
921-35077 8.4000 06/01/30 0
0 5.7500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 8.9000 .0000 .0000
A 11.9000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924609 12.7500 43,000.00 100
BURNS CHARLES 12.7500 42,924.79 ZZ
12.2500 467.28 1
19.7500 467.28 60
LONGVIEW WA 98632 19.2500 04/18/00 72,000.00
1
0432366656 12.7500 06/01/00 00
921-35090 12.2500 05/01/30 0
0 7.7500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 12.7500 .0000 .0000
A 15.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924610 9.9900 123,750.00 100
JOHNSON ERIC 9.9900 123,413.87 ZZ
9.4900 1,085.09 1
16.9900 1,085.08 73
TACOMA WA 98444 16.4900 05/10/00 170,000.00
0432366664 9.9900 07/01/00 00
921-35611 9.4900 06/01/30 0
0 6.7500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924611 10.9900 75,000.00 100
HAACKE TODD 10.9900 74,835.44 ZZ
10.4900 713.68 1
17.9900 713.68 75
SALT LAKE CITY UT 84118 17.4900 04/27/00 100,000.00
0432366672 10.9900 07/01/00 00
921-35720 10.4900 06/01/30 0
0 6.0500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924612 11.7500 118,400.00 100
KESEROVICH PAUL 11.7500 118,107.36 ZZ
1
11.2500 1,195.15 1
18.7500 1,195.15 80
FALLBROOK CA 92028 18.2500 05/01/00 148,000.00
0432366680 11.7500 07/01/00 00
921-36150 11.2500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924614 10.8650 22,500.00 100
KIMBRELL PATRICA 10.8650 21,920.06 ZZ
10.3650 211.99 1
17.8650 211.99 75
RANGELY CO 81648 17.3650 05/24/00 30,000.00
0432366706 10.8650 07/01/00 00
921-36227 10.3650 06/01/30 0
0 6.4500 06/01/03 06/01/03
T38/U56 .0000 07/01/03 07/01/03
45 10.8650 .0000 .0000
A 13.8650 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924615 9.9900 100,350.00 100
BARNETT DAVID 9.9900 100,077.39 ZZ
9.4900 879.91 1
16.9900 879.91 90
BAY CITY OR 97107 16.4900 05/05/00 111,500.00
0432366714 9.9900 07/01/00 00
921-36263 9.4900 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924616 9.9900 277,600.00 100
WOLFE SCOTT 9.9900 276,716.69 ZZ
9.4900 2,434.09 1
16.9900 2,434.09 80
LOS ANGELES CA 91326 16.4900 04/04/00 347,000.00
0432366730 9.9900 06/01/00 00
921-36398 9.4900 05/01/30 0
0 6.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924617 11.2500 84,000.00 100
SALAZAR MARTHA 11.2500 83,776.39 ZZ
10.7500 815.86 1
18.2500 815.86 80
LOS ANGELES CA 90003 17.7500 05/03/00 105,000.00
0432366748 11.2500 07/01/00 00
921-36511 10.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924619 10.7500 145,350.00 100
MACALUSO ANTHONY 10.7500 145,014.20 ZZ
10.2500 1,356.82 1
17.7500 1,356.82 85
PUEBLO CO 81006 17.2500 05/10/00 171,000.00
0432366771 10.7500 07/01/00 00
921-36608 10.2500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924620 11.2500 250,750.00 100
ASSAD RICHARD 11.2500 250,229.99 ZZ
10.7500 2,435.44 1
18.2500 2,435.44 85
LOS ANGELES CA 91326 17.7500 05/18/00 295,000.00
0432366789 11.2500 07/01/00 00
921-36649 10.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924621 10.9900 37,500.00 100
SIMPSON DENISE 10.9900 37,412.56 ZZ
10.4900 356.84 1
17.9900 356.84 75
CLEVELAND OH 44103 17.4900 05/11/00 50,000.00
0432366797 10.9900 07/01/00 00
921-36792 10.4900 06/01/30 0
0 6.6000 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924622 10.7500 54,900.00 100
KATZENSTEIN JERRI 10.7500 54,773.13 ZZ
10.2500 512.49 1
17.7500 512.49 90
CADILLAC MI 49601 17.2500 05/24/00 61,000.00
0432366805 10.7500 07/01/00 00
921-36842 10.2500 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924623 10.2500 119,000.00 100
ACHTERHOF DAVID 10.2500 118,694.06 ZZ
9.7500 1,066.37 1
17.2500 1,066.37 85
HOLLAND MI 49423 16.7500 05/17/00 140,000.00
0432366813 10.2500 07/01/00 00
921-36849 9.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924626 10.2400 73,500.00 100
SCHRICK GEORGE 10.2400 73,176.74 ZZ
9.7400 658.09 1
17.2400 658.09 70
KALISPELL MT 59901 16.7400 05/17/00 105,000.00
0432366847 10.2400 07/01/00 00
921-37571 9.7400 06/01/30 0
0 6.7000 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2400 .0000 .0000
A 13.2400 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924627 10.2500 51,200.00 100
RUDDER KEVIN 10.2500 51,068.35 ZZ
9.7500 458.81 1
17.2500 458.81 80
CANTON OH 44703 16.7500 05/30/00 64,000.00
0432366854 10.2500 07/01/00 00
921-37621 9.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
1
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924628 10.9900 103,700.00 100
WATSON RODNEY 10.9900 103,472.48 ZZ
10.4900 986.78 1
17.9900 986.78 85
GRANDVIEW MO 64030 17.4900 05/31/00 122,000.00
0432366862 10.9900 07/01/00 00
921-38037 10.4900 06/01/30 0
0 5.7500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924629 11.7500 45,600.00 100
BOSWELL DELBERT 11.7500 45,250.35 ZZ
11.2500 460.30 1
18.7500 460.30 80
BRAZIL IN 47834 18.2500 08/18/99 57,000.00
0432366870 11.7500 10/01/99 00
925-05114 11.2500 09/01/29 0
0 6.2500 09/01/01 09/01/01
T38/U56 .0000 10/01/01 10/01/01
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924630 11.0000 54,600.00 100
WOODS MICHAEL 11.0000 54,250.79 ZZ
10.5000 519.97 2
18.0000 519.97 70
CHICAGO IL 60621 17.5000 08/25/99 78,000.00
1
0432366888 11.0000 10/01/99 00
925-05142 10.5000 09/01/29 0
0 6.4500 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924631 10.0000 40,500.00 100
GERMANY ANNIE 10.0000 40,190.24 ZZ
9.5000 355.42 1
17.0000 355.42 90
DETROIT MI 48213 16.5000 08/06/99 45,000.00
0432366896 10.0000 10/01/99 00
925-05222 9.5000 09/01/29 0
0 6.6000 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 10.0000 .0000 .0000
A 13.0000 6 6
360 9 1.5000 1.5000
7.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924635 12.5000 60,000.00 100
LAPOINTE MICHAEL 12.5000 59,769.77 ZZ
12.0000 640.36 1
19.5000 640.36 60
REDFORD MI 48239 19.0000 09/22/99 100,000.00
0432366938 12.5000 11/01/99 00
925-06431 12.0000 10/01/29 0
0 8.0000 10/01/02 10/01/02
T38/U56 .0000 11/01/02 11/01/02
45 12.5000 .0000 .0000
A 15.5000 6 6
360 9 1.5000 1.5000
7.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924638 11.7500 36,000.00 100
KING_JR WILLIE 11.7500 35,825.30 ZZ
1
11.2500 363.39 1
18.7500 363.39 80
DETROIT MI 48234 18.2500 08/30/99 45,000.00
0432366961 11.7500 10/01/99 00
925-06632 11.2500 09/01/29 0
0 6.2500 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924641 10.7500 53,425.00 100
ISOM TARAS 10.7500 53,078.17 ZZ
10.2500 498.72 1
17.7500 498.72 75
MUNCIE IN 47303 17.2500 09/20/99 71,500.00
0432366995 10.7500 11/01/99 00
925-06936 10.2500 10/01/29 0
0 6.0500 10/01/01 10/01/01
T38/U56 .0000 11/01/01 11/01/01
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924642 11.7500 61,600.00 100
AKEMON LAVELL 11.7500 61,257.69 ZZ
11.2500 621.80 1
18.7500 621.80 80
CINCINNATI OH 45229 18.2500 09/14/99 77,000.00
0432367001 11.7500 11/01/99 00
925-07058 11.2500 10/01/29 0
0 6.2500 10/01/01 10/01/01
T38/U56 .0000 11/01/01 11/01/01
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924644 11.7500 68,000.00 100
WILSON VICKEY 11.7500 67,585.35 ZZ
11.2500 686.40 1
18.7500 686.40 80
CHICAGO IL 60628 18.2500 09/21/99 85,000.00
0432367027 11.7500 11/01/99 00
925-07331 11.2500 10/01/29 0
0 6.2500 10/01/01 10/01/01
T38/U56 .0000 11/01/01 11/01/01
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924645 11.2500 41,930.00 100
THOMPSON DAVID 11.2500 41,719.28 ZZ
10.7500 407.25 1
18.2500 407.25 70
INDINAPOLIS IN 46226 17.7500 09/30/99 59,900.00
0432367035 11.2500 11/01/99 00
925-07347 10.7500 10/01/29 0
0 6.7000 10/01/01 10/01/01
T38/U56 .0000 11/01/01 11/01/01
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924646 9.5000 247,000.00 100
BENNETT DOROTHY 9.5000 244,943.04 ZZ
9.0000 2,076.91 1
16.5000 2,076.91 71
CHICAGO IL 60649 16.0000 10/01/99 350,000.00
0432367043 9.5000 12/01/99 00
925-07381 9.0000 11/01/29 0
0 6.1000 11/01/02 11/01/02
T38/U56 .0000 12/01/02 12/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924647 12.3750 68,800.00 100
VEITCH LAWRENCE 12.3750 68,516.20 ZZ
11.8750 727.61 1
19.3750 727.61 80
ROCKFORD IL 61108 18.8750 11/22/99 86,000.00
0432367050 12.3750 01/01/00 00
925-07568 11.8750 12/01/29 0
0 6.2500 12/01/01 12/01/01
T38/U56 .0000 01/01/02 01/01/02
45 12.3750 .0000 .0000
A 15.3750 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924649 10.7500 53,900.00 100
JEFFREY BARBARA 10.7500 53,598.72 ZZ
10.2500 503.15 1
17.7500 503.15 70
CHICAGO IL 60628 17.2500 09/29/99 77,000.00
0432367076 10.7500 11/01/99 00
925-08236 10.2500 10/01/29 0
0 7.2500 10/01/01 10/01/01
T38/U56 .0000 11/01/01 11/01/01
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924650 10.5000 59,000.00 100
ROSE TIMM 11.9900 57,609.69 ZZ
11.4900 539.70 1
17.5000 594.69 80
VERNON HILLS IL 60061 17.0000 08/24/99 73,750.00
0432367084 10.5000 09/24/99 00
925-08370 10.0000 08/24/29 0
0 6.5000 03/24/00 03/24/01
T38/U56 .0000 04/24/00 04/24/01
45 10.5000 .0000 .0000
A 11.5000 6 6
1
360 9 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
N .0000
3924651 12.2500 64,000.00 100
PRATT JERRY 12.2500 63,760.44 ZZ
11.7500 670.66 1
19.2500 670.66 80
BLOOMINGTON IL 61701 18.7500 10/09/99 80,000.00
0432367092 12.2500 12/01/99 00
925-08480 11.7500 11/01/29 0
0 6.2500 11/01/01 11/01/01
T38/U56 .0000 12/01/01 12/01/01
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924652 11.9900 33,200.00 100
STAPLETON KRISTY 11.9900 33,068.44 ZZ
11.4900 341.25 1
18.9900 341.25 80
HOLDEN MO 64040 18.4900 10/13/99 41,500.00
0432367100 11.9900 12/01/99 00
925-08514 11.4900 11/01/29 0
0 6.2500 11/01/02 11/01/02
T38/U56 .0000 12/01/02 12/01/02
45 11.9900 .0000 .0000
A 14.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924653 11.7500 43,550.00 100
HOLLINS EDWARD 11.7500 43,381.61 ZZ
11.2500 439.60 2
18.7500 439.60 65
DETROIT MI 48204 18.2500 11/12/99 67,000.00
0432367118 11.7500 01/01/00 00
925-08616 11.2500 12/01/29 0
0 7.1000 12/01/02 12/01/02
1
T38/U56 .0000 01/01/03 01/01/03
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924655 10.9900 51,000.00 100
WRIGHT WANDA 10.9900 50,749.43 ZZ
10.4900 485.30 1
17.9900 485.30 90
CHICAGO IL 60636 17.4900 10/20/99 57,000.00
0432367134 10.9900 12/01/99 00
925-08712 10.4900 11/01/29 0
0 6.2500 11/01/01 11/01/01
T38/U56 .0000 12/01/01 12/01/01
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924656 11.5000 105,000.00 100
MARLOWE NANCY 11.5000 104,537.73 ZZ
11.0000 1,039.81 1
18.5000 1,039.81 70
LAKEWOOD OH 44107 18.0000 10/25/99 151,000.00
0432367142 11.5000 12/01/99 00
925-08724 11.0000 11/01/29 0
0 7.2500 11/01/01 11/01/01
T38/U56 .0000 12/01/01 12/01/01
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924657 9.0000 44,450.00 100
HARDAWAY CARLTON 9.0000 44,146.25 ZZ
8.5000 357.66 1
16.0000 357.66 70
INDIANAPOLIS IN 46218 15.5000 11/12/99 63,500.00
1
0432367159 9.0000 01/01/00 00
925-09413 8.5000 12/01/29 0
0 6.1000 12/01/02 12/01/02
T38/U56 .0000 01/01/03 01/01/03
45 9.0000 .0000 .0000
A 12.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924659 11.1700 30,000.00 100
WILLIAMS SHERYL 11.1700 29,869.74 ZZ
10.6700 289.56 1
18.1700 289.56 26
DETROIT MI 48219 17.6700 11/22/99 116,000.00
0432367175 11.1700 01/01/00 00
925-10021 10.6700 12/01/29 0
0 7.2500 12/01/02 12/01/02
T38/U56 .0000 01/01/03 01/01/03
45 11.1700 .0000 .0000
A 14.1700 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924660 11.2400 49,000.00 100
THOMAS LAWRENCE 11.2400 48,790.24 ZZ
10.7400 475.55 2
18.2400 475.55 70
CLEVELAND OH 44108 17.7400 11/30/99 70,000.00
0432367183 11.2400 01/01/00 00
925-10052 10.7400 12/01/29 0
0 7.1000 12/01/01 12/01/01
T38/U56 .0000 01/01/02 01/01/02
45 11.2400 .0000 .0000
A 14.2400 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924661 12.7500 45,500.00 100
ALLISON SUSAN 12.7500 45,355.28 ZZ
1
12.2500 494.45 2
19.7500 494.45 70
DETROIT MI 48215 19.2500 12/27/99 65,000.00
0432367191 12.7500 02/01/00 00
925-10293 12.2500 01/01/30 0
0 7.7500 01/01/02 01/01/02
T38/U56 .0000 02/01/02 02/01/02
45 12.7500 .0000 .0000
A 15.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924663 10.5000 36,000.00 100
DAVIS ELAINE 10.5000 35,851.13 ZZ
10.0000 329.31 1
17.5000 329.31 80
DETROIT MI 48212 17.0000 01/11/00 45,000.00
0432367209 10.5000 03/01/00 00
925-10542 10.0000 02/01/30 0
0 5.9500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924664 10.6200 67,500.00 100
MINCY EDWARD 10.6200 67,120.53 ZZ
10.1200 623.52 2
17.6200 623.52 75
CINCINNATI OH 45206 17.1200 12/15/99 90,000.00
0432367217 10.6200 02/01/00 00
925-10616 10.1200 01/01/30 0
0 7.1000 01/01/03 01/01/03
T38/U56 .0000 02/01/03 02/01/03
45 10.6200 .0000 .0000
A 13.6200 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
3924665 9.6100 93,500.00 100
CRIST TARA 9.6100 92,985.37 ZZ
9.1100 793.72 1
16.6100 793.72 85
NEWARK OH 43056 16.1100 12/29/99 110,000.00
0432367225 9.6100 02/01/00 00
925-10959 9.1100 01/01/30 0
0 6.2500 01/01/03 01/01/03
T38/U56 .0000 02/01/03 02/01/03
45 9.6100 .0000 .0000
A 12.6100 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924666 10.9900 53,900.00 100
WILLIAMS MARY 10.9900 53,720.12 ZZ
10.4900 512.90 1
17.9900 512.90 70
DETROIT MI 48235 17.4900 02/24/00 77,000.00
0432367233 10.9900 04/01/00 00
925-10967 10.4900 03/01/30 0
0 5.9500 03/01/03 03/01/03
T38/U56 .0000 04/01/03 04/01/03
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924667 11.9900 114,400.00 100
ENGSTROM MARY 11.9900 114,019.86 ZZ
11.4900 1,175.86 1
18.9900 1,175.86 80
BROOKLYN PARK MN 55429 18.4900 12/28/99 143,000.00
0432367241 11.9900 02/01/00 00
925-11062 11.4900 01/01/30 0
0 6.2500 01/01/02 01/01/02
T38/U56 .0000 02/01/02 02/01/02
45 11.9900 .0000 .0000
A 14.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924669 9.1600 276,250.00 100
HINSON MICHAEL 9.1600 274,316.18 ZZ
8.6600 2,254.65 1
16.1600 2,254.65 85
INDIANAPOLIS IN 46259 15.6600 01/04/00 325,000.00
0432367266 9.1600 03/01/00 00
925-11141 8.6600 02/01/30 0
0 6.2500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 9.1600 .0000 .0000
A 12.1600 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924670 8.3750 145,350.00 100
COAKLEY BARBARA 8.3750 143,736.37 ZZ
7.8750 1,104.77 3
15.3750 1,104.77 85
CINCINNATI OH 45229 14.8750 01/17/00 171,000.00
0432367274 8.3750 03/01/00 00
925-11161 7.8750 02/01/30 0
0 6.2500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 8.3750 .0000 .0000
A 11.3750 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924671 10.7500 64,000.00 100
SINGLITERRY PATRICIA 10.7500 63,742.41 ZZ
10.2500 597.43 1
17.7500 597.43 70
EAST ST LOUIS IL 62207 17.2500 01/17/00 92,680.00
0432367282 10.7500 03/01/00 00
925-11190 10.2500 02/01/30 0
0 5.9500 02/01/02 02/01/02
T38/U56 .0000 03/01/02 03/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924672 10.2500 346,572.00 100
CUNNINGHAM-WILLIAMS RITA 10.2500 345,058.58 ZZ
9.7500 3,105.64 1
17.2500 3,105.64 89
FRANKFORT IL 60423 16.7500 01/26/00 393,000.00
0432367290 10.2500 03/01/00 00
925-11203 9.7500 02/01/30 0
0 5.9500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924673 10.7400 36,000.00 100
CASSARO CARL 10.7400 35,843.20 ZZ
10.2400 335.79 1
17.7400 335.79 75
ROCKFORD IL 61102 17.2400 01/05/00 48,000.00
0432367308 10.7400 02/01/00 00
925-11266 10.2400 01/01/30 0
0 6.0500 01/01/02 01/01/02
T38/U56 .0000 02/01/02 02/01/02
45 10.7400 .0000 .0000
A 13.7400 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924674 10.5000 56,000.00 100
STAPLETON NORMA 10.5000 55,782.84 ZZ
10.0000 512.26 1
17.5000 512.26 78
DETROIT MI 48205 17.0000 01/31/00 72,000.00
0432367316 10.5000 04/01/00 00
925-11324 10.0000 03/01/30 0
0 5.9500 03/01/03 03/01/03
1
T38/U56 .0000 04/01/03 04/01/03
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924675 10.9900 122,400.00 100
WILSON PAUL 10.9900 121,880.32 ZZ
10.4900 1,164.72 1
17.9900 1,164.72 85
BROOKLYN PARK MN 55443 17.4900 12/30/99 144,000.00
0432367324 10.9900 02/01/00 00
925-11325 10.4900 01/01/30 0
0 6.2500 01/01/02 01/01/02
T38/U56 .0000 02/01/02 02/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924676 8.9000 88,000.00 100
RITTER JOHN 8.9000 86,392.08 ZZ
8.4000 701.75 1
15.9000 701.75 80
CINCINNATI OH 45248 15.4000 01/20/00 110,000.00
0432367332 8.9000 03/01/00 00
925-11624 8.4000 02/01/30 0
0 5.9500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 8.9000 .0000 .0000
A 11.9000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924677 10.7500 42,300.00 100
COURTNEY CLEVELAND 10.7500 42,134.10 ZZ
10.2500 394.87 1
17.7500 394.87 90
KANSAS CITY KS 66102 17.2500 01/19/00 47,000.00
1
0432367340 10.7500 03/01/00 00
925-11651 10.2500 02/01/30 0
0 5.9500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924679 12.2500 33,600.00 100
FORTIER THOMAS 12.2500 33,524.53 ZZ
11.7500 352.10 1
19.2500 352.10 70
SAGINAW MI 48602 18.7500 03/23/00 48,000.00
0432367365 12.2500 05/01/00 00
925-11872 11.7500 04/01/30 0
0 7.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924680 11.1000 66,600.00 100
WOLFE STEVEN 11.1000 66,357.68 ZZ
10.6000 639.29 1
18.1000 639.29 90
GALESBURG IL 61401 17.6000 01/27/00 74,000.00
0432367373 11.1000 03/01/00 00
925-11902 10.6000 02/01/30 0
0 5.9500 02/01/02 02/01/02
T38/U56 .0000 03/01/02 03/01/02
45 11.1000 .0000 .0000
A 14.1000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924681 12.2500 39,200.00 100
CORBETT RICHARD 12.2500 39,099.65 ZZ
1
11.7500 410.78 1
19.2500 410.78 70
DETROIT MI 48217 18.7500 02/17/00 56,000.00
0432367381 12.2500 04/01/00 00
925-11990 11.7500 03/01/30 0
0 7.2500 03/01/03 03/01/03
T38/U56 .0000 04/01/03 04/01/03
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924682 11.2400 52,700.00 100
TORRES PATRICIA 11.2400 52,552.53 ZZ
10.7400 511.46 1
18.2400 511.46 85
PERRYSBURG OH 43551 17.7400 03/31/00 62,000.00
0432367399 11.2400 05/01/00 00
925-12013 10.7400 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 11.2400 .0000 .0000
A 14.2400 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924683 10.7500 27,700.00 100
BILLINGS NELLIE 10.7500 27,602.82 ZZ
10.2500 258.58 1
17.7500 258.58 57
MUSKEGON MI 49445 17.2500 02/23/00 49,000.00
0432367407 10.7500 04/01/00 00
925-12089 10.2500 03/01/30 0
0 5.8500 03/01/03 03/01/03
T38/U56 .0000 04/01/03 04/01/03
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924684 11.7500 20,000.00 100
COOPER FRED 11.7500 19,943.31 ZZ
11.2500 201.89 1
18.7500 201.89 26
CHICAGO IL 60628 18.2500 02/17/00 79,000.00
0432367415 11.7500 04/01/00 00
925-12132 11.2500 03/01/30 0
0 6.6000 03/01/02 03/01/02
T38/U56 .0000 04/01/02 04/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924685 10.1200 144,000.00 100
BERGER DANIEL 10.1200 143,406.49 ZZ
9.6200 1,276.50 1
17.1200 1,276.50 82
ALGONQUIN IL 60102 16.6200 02/15/00 176,000.00
0432367423 10.1200 04/01/00 00
925-12208 9.6200 03/01/30 0
0 6.0000 03/01/02 03/01/02
T38/U56 .0000 04/01/02 04/01/02
45 10.1200 .0000 .0000
A 13.1200 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924687 9.5000 44,000.00 100
JACKS ANGELA 9.5000 43,844.84 ZZ
9.0000 369.98 1
16.5000 369.98 80
LONDON OH 43140 16.0000 04/12/00 55,000.00
0432367449 9.5000 06/01/00 00
925-12286 9.0000 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924688 12.2500 50,400.00 100
JEFFERSON-WALKER MIA 12.2500 50,287.20 ZZ
11.7500 528.14 1
19.2500 528.14 70
MILWAUKEE WI 53210 18.7500 02/29/00 72,000.00
0432367456 12.2500 04/01/00 00
925-12308 11.7500 03/01/30 0
0 7.2500 03/01/02 03/01/02
T38/U56 .0000 04/01/02 04/01/02
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924689 10.9900 37,400.00 100
RAMIREZ ROBERT 10.9900 37,289.56 ZZ
10.4900 355.89 1
17.9900 355.89 99
FOSTORIA OH 44830 17.4900 03/15/00 38,000.00
0432367464 10.9900 05/01/00 00
925-12486 10.4900 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924691 12.2500 93,600.00 100
COOK ODESSA 12.2500 93,389.89 ZZ
11.7500 980.84 1
19.2500 980.84 80
YPSILANTI MI 48198 18.7500 03/27/00 117,000.00
0432367480 12.2500 05/01/00 00
925-12562 11.7500 04/01/30 0
0 6.2500 04/01/03 04/01/03
T38/U56 .0000 05/01/03 05/01/03
45 12.2500 .0000 .0000
A 15.2500 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924692 10.5000 129,600.00 100
FRANCIS DAVID 10.5000 129,085.16 ZZ
10.0000 1,185.51 1
17.5000 1,185.51 90
MINNEAPOLIS MN 55430 17.0000 03/06/00 144,000.00
0432367498 10.5000 05/01/00 00
925-12717 10.0000 04/01/30 0
0 5.9500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924694 12.2500 26,000.00 100
RIVERA FRANCISCO 12.2500 25,740.99 ZZ
11.7500 272.46 2
19.2500 272.46 15
CHICAGO IL 60622 18.7500 03/09/00 175,000.00
0432367514 12.2500 05/01/00 00
925-12891 11.7500 04/01/30 0
0 7.7500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924695 9.5000 25,000.00 100
GRIESE DONALD 9.5000 24,885.71 ZZ
9.0000 210.22 1
16.5000 210.22 59
GALESBURG IL 61401 16.0000 02/28/00 43,000.00
0432367522 9.5000 04/01/00 00
925-12910 9.0000 03/01/30 0
0 5.3500 03/01/02 03/01/02
1
T38/U56 .0000 04/01/02 04/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924696 10.9900 30,000.00 100
REDMON BELVA 10.9900 29,911.36 ZZ
10.4900 285.48 1
17.9900 285.48 75
ANDERSON IN 46016 17.4900 03/09/00 40,000.00
0432367530 10.9900 05/01/00 00
925-13105 10.4900 04/01/30 0
0 6.0500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924697 10.7500 270,000.00 100
CHERRY CHARLES 10.7500 269,160.85 ZZ
10.2500 2,520.40 1
17.7500 2,520.40 90
CHICAGO IL 60657 17.2500 03/29/00 300,000.00
0432367548 10.7500 05/01/00 00
925-13113 10.2500 04/01/30 0
0 6.4500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 01 0 00/00/00
O .0000
3924699 11.5000 48,000.00 100
COVINGTON ROBIN 11.5000 47,872.75 ZZ
11.0000 475.34 1
18.5000 475.34 80
HARVEY IL 60426 18.0000 03/21/00 60,000.00
1
0432367571 11.5000 05/01/00 00
925-13160 11.0000 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924700 10.2500 108,000.00 100
KING MARGARET 10.2500 107,554.02 ZZ
9.7500 967.79 1
17.2500 967.79 90
MAYWOOD IL 60153 16.7500 03/27/00 120,000.00
0432367589 10.2500 05/01/00 00
925-13183 9.7500 04/01/30 0
0 5.9500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924701 10.9900 108,000.00 100
LAPHAM WILLIAM 10.9900 107,575.66 ZZ
10.4900 1,027.70 1
17.9900 1,027.70 90
MOUND MN 55364 17.4900 03/17/00 120,000.00
0432367605 10.9900 05/01/00 00
925-13257 10.4900 04/01/30 0
0 5.9500 04/01/03 04/01/03
T38/U56 .0000 05/01/03 05/01/03
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924702 10.2500 140,250.00 100
ONGWELA GADO 10.2500 139,765.11 ZZ
1
9.7500 1,256.79 1
17.2500 1,256.79 85
KALAMAZOO MI 49004 16.7500 03/30/00 165,000.00
0432367621 10.2500 05/01/00 00
925-13305 9.7500 04/01/30 0
0 6.5000 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924704 12.2500 64,800.00 100
REESE ALONZO 12.2500 64,673.40 ZZ
11.7500 679.04 1
19.2500 679.04 80
DETROIT MI 48219 18.7500 04/13/00 81,000.00
0432367654 12.2500 06/01/00 00
925-13328 11.7500 05/01/30 0
0 6.2500 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 12.2500 .0000 .0000
A 15.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924705 11.0000 73,100.00 100
WILLIAMS_JR CURTIS 11.0000 72,883.77 ZZ
10.5000 696.15 1
18.0000 696.15 85
AKRON OH 44310 17.5000 03/29/00 86,000.00
0432367670 11.0000 05/01/00 00
925-13557 10.5000 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924707 10.7500 62,982.00 100
SHEARD PERRY 10.7500 62,811.45 ZZ
10.2500 587.93 1
17.7500 587.93 68
WASHINGTON PAR IL 62210 17.2500 04/28/00 92,982.00
0432367704 10.7500 06/01/00 00
925-13612 10.2500 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924708 9.9900 57,600.00 100
WILLIAMS DEEDRA 9.9900 57,416.70 ZZ
9.4900 505.06 1
16.9900 505.06 80
CLEVELAND OH 44108 16.4900 03/28/00 72,000.00
0432367712 9.9900 06/01/00 00
925-13705 9.4900 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924709 9.5000 44,000.00 100
FROST ROBERT 9.5000 43,844.83 ZZ
9.0000 369.98 1
16.5000 369.98 80
DAYTON OH 45404 16.0000 04/18/00 55,000.00
0432367738 9.5000 06/01/00 00
925-13725 9.0000 05/01/30 0
0 6.2500 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924710 9.5000 57,750.00 100
AMES DAVID 9.5000 57,516.30 ZZ
9.0000 485.60 2
16.5000 485.60 75
DAYTON OH 45405 16.0000 04/05/00 77,000.00
0432367753 9.5000 05/01/00 00
925-13767 9.0000 04/01/30 0
0 6.6000 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924711 10.2500 91,800.00 100
WILLIAMS HAL 10.2500 91,563.98 ZZ
9.7500 822.63 1
17.2500 822.63 85
WILLISTON OH 43468 16.7500 05/19/00 108,000.00
0432367761 10.2500 07/01/00 00
925-13775 9.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924713 9.7500 44,800.00 100
SWAIN JACQUELIN 9.7500 44,485.21 ZZ
9.2500 384.91 1
16.7500 384.91 80
DETROIT MI 48219 16.2500 04/11/00 56,000.00
0432367803 9.7500 06/01/00 00
925-13882 9.2500 05/01/30 0
0 5.9500 05/01/03 05/01/03
T38/U56 .0000 06/01/03 06/01/03
45 9.7500 .0000 .0000
A 12.7500 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924715 11.5000 47,600.00 100
JACKSON MARY 11.5000 47,474.13 ZZ
11.0000 471.38 1
18.5000 471.38 70
CLEVELAND OH 44103 18.0000 03/31/00 68,000.00
0432367837 11.5000 05/01/00 00
925-13951 11.0000 04/01/30 0
0 7.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924718 11.2500 99,000.00 100
NICHOLS LOYDE 11.2500 98,759.35 ZZ
10.7500 961.55 1
18.2500 961.55 75
WESTCHESTER OH 45069 17.7500 04/28/00 132,000.00
0432367886 11.2500 06/01/00 00
925-14123 10.7500 05/01/30 0
0 6.5500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924719 11.0000 56,250.00 100
RATLIFF TEDDY 11.0000 56,068.16 ZZ
10.5000 535.69 1
18.0000 535.69 75
AKRON OH 44314 17.5000 04/14/00 75,000.00
0432367894 11.0000 06/01/00 00
925-14134 10.5000 05/01/30 0
0 6.6000 05/01/03 05/01/03
1
T38/U56 .0000 06/01/03 06/01/03
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924720 10.2500 96,450.00 100
WIDENER KEVIN 10.2500 96,158.06 ZZ
9.7500 864.29 1
17.2500 864.29 75
CARLETON MI 48117 16.7500 04/28/00 130,000.00
0432367910 10.2500 06/01/00 00
925-14198 9.7500 05/01/30 0
0 6.0500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924723 11.0000 36,000.00 100
COLLINS AUDREY 11.0000 35,907.81 ZZ
10.5000 342.84 1
18.0000 342.84 80
DETROIT MI 48227 17.5000 04/17/00 45,000.00
0432367969 11.0000 06/01/00 00
925-14267 10.5000 05/01/30 0
0 6.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924724 10.2500 36,750.00 100
WOOD WILLIAM 10.2500 36,655.52 ZZ
9.7500 329.32 2
17.2500 329.32 75
TOLEDO OH 43605 16.7500 05/03/00 49,000.00
1
0432367977 10.2500 07/01/00 00
925-14320 9.7500 06/01/30 0
0 6.3500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924725 10.9900 44,000.00 100
JONES CAROLYN 10.9900 43,886.86 ZZ
10.4900 418.69 1
17.9900 418.69 85
KANSAS CITY KS 66104 17.4900 04/17/00 52,000.00
0432367993 10.9900 06/01/00 00
925-14381 10.4900 05/01/30 0
0 6.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924726 10.7500 65,600.00 100
WHITNEY_SR JOHN 10.7500 65,448.43 ZZ
10.2500 612.37 1
17.7500 612.37 80
RAVENNA OH 44266 17.2500 05/13/00 82,000.00
0432368009 10.7500 07/01/00 00
925-14398 10.2500 06/01/30 0
0 6.0000 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 27 0 00/00/00
O .0000
3924727 9.5000 53,550.00 100
HARRIS JERRY 9.5000 53,361.17 ZZ
1
9.0000 450.28 1
16.5000 450.28 85
ST LOUIS MO 63133 16.0000 04/21/00 63,000.00
0432368017 9.5000 06/01/00 00
925-14404 9.0000 05/01/30 0
0 5.7500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 9.5000 .0000 .0000
A 12.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924728 11.9900 101,700.00 100
SCHAEFFER PATRICK 11.9900 101,520.57 ZZ
11.4900 1,045.32 1
18.9900 1,045.32 90
LOMBARD IL 60148 18.4900 05/30/00 113,000.00
0432368033 11.9900 07/01/00 00
925-14490 11.4900 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.9900 .0000 .0000
A 14.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924729 11.2500 27,500.00 100
BEVANS BRUCE 11.2500 27,408.57 ZZ
10.7500 267.10 1
18.2500 267.10 59
MUSKEGON MI 49442 17.7500 05/01/00 47,000.00
0432368058 11.2500 07/01/00 00
925-14493 10.7500 06/01/30 0
0 5.8500 06/01/03 06/01/03
T38/U56 .0000 07/01/03 07/01/03
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924730 10.9900 117,900.00 100
SLOGGY THADDEUS 10.9900 117,586.54 ZZ
10.4900 1,121.90 1
17.9900 1,121.90 90
LA CROSSE WI 54601 17.4900 04/24/00 131,000.00
0432368066 10.9900 06/01/00 00
925-14500 10.4900 05/01/30 0
0 5.9500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924732 11.2500 32,215.00 100
BOLDEN MARCIA 11.2500 32,136.64 ZZ
10.7500 312.90 1
18.2500 312.90 85
CAHOKIA IL 62206 17.7500 05/01/00 37,900.00
0432368108 11.2500 06/01/00 00
925-14523 10.7500 05/01/30 0
0 6.2500 05/01/02 05/01/02
T38/U56 .0000 06/01/02 06/01/02
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924734 10.2500 90,100.00 100
ADKINS TERRY 10.2500 89,868.40 ZZ
9.7500 807.39 1
17.2500 807.39 85
CINCINNATI OH 45215 16.7500 05/04/00 106,000.00
0432368132 10.2500 07/01/00 00
925-14664 9.7500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924735 10.7500 49,500.00 100
PAULEY_SR FRANKLIN 10.7500 49,385.61 ZZ
10.2500 462.08 1
17.7500 462.08 90
SPRINGFIELD OH 45505 17.2500 04/28/00 55,000.00
0432368157 10.7500 07/01/00 00
925-14710 10.2500 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924736 11.5000 120,000.00 100
HOWARD DELORES 11.5000 119,764.32 ZZ
11.0000 1,188.35 2
18.5000 1,188.35 80
CHICAGO IL 60617 18.0000 05/08/00 150,000.00
0432368165 11.5000 07/01/00 00
925-14728 11.0000 06/01/30 0
0 6.4500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924737 11.3600 36,000.00 100
LINETTE-MARTIN SHARON 11.3600 35,927.08 ZZ
10.8600 352.67 1
18.3600 352.67 80
TOLEDO OH 43608 17.8600 05/25/00 45,000.00
0432368173 11.3600 07/01/00 00
925-14742 10.8600 06/01/30 0
0 5.9500 06/01/03 06/01/03
T38/U56 .0000 07/01/03 07/01/03
45 11.3600 .0000 .0000
A 14.3600 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924738 10.5000 78,300.00 100
WESTENDORF SCOTT 10.5000 78,109.12 ZZ
10.0000 716.25 1
17.5000 716.25 90
DAYTON OH 45420 17.0000 05/18/00 87,000.00
0432368199 10.5000 07/01/00 00
925-14769 10.0000 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924739 10.7500 41,850.00 100
PHOENIX ODELL 10.7500 41,753.27 ZZ
10.2500 390.67 1
17.7500 390.67 90
EDWARDSVILLE KS 66111 17.2500 05/03/00 46,500.00
0432368207 10.7500 07/01/00 00
925-14789 10.2500 06/01/30 0
0 5.9500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924740 10.2500 57,600.00 100
BROWN LARON 10.2500 57,451.90 ZZ
9.7500 516.16 1
17.2500 516.16 80
DAYTON OH 45405 16.7500 05/22/00 72,000.00
0432368223 10.2500 07/01/00 00
925-14997 9.7500 06/01/30 0
0 5.5000 06/01/02 06/01/02
1
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924741 11.7500 180,000.00 100
TATE DANIEL 11.7500 179,665.27 ZZ
11.2500 1,816.94 1
18.7500 1,816.94 80
ELK GROVE VILL IL 60007 18.2500 05/24/00 225,000.00
0432368249 11.7500 07/01/00 00
925-15256 11.2500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924742 10.5000 39,525.00 100
GRIFFIN ERIC 10.5000 39,428.61 ZZ
10.0000 361.56 1
17.5000 361.56 85
OKLAHOMA CITY OK 73119 17.0000 05/16/00 46,500.00
0432368264 10.5000 07/01/00 00
925-15265 10.0000 06/01/30 0
0 5.7500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924743 10.2500 64,800.00 100
GRAHAM DARNELL 10.2500 64,632.74 ZZ
9.7500 580.68 2
17.2500 580.68 90
CLEVELAND OH 44120 16.7500 05/31/00 72,000.00
1
0432368272 10.2500 07/01/00 00
925-15318 9.7500 06/01/30 0
0 6.4500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 10.2500 .0000 .0000
A 13.2500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924744 11.7500 44,200.00 100
LOFTON MICHAEL 11.7500 44,106.06 ZZ
11.2500 446.16 1
18.7500 446.16 85
DECATUR IL 62526 18.2500 05/23/00 52,000.00
0432368298 11.7500 07/01/00 00
925-15537 11.2500 06/01/30 0
0 6.2500 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924745 11.0000 45,750.00 100
MCGEE MICHAEL 11.0000 45,649.84 ZZ
10.5000 435.69 2
18.0000 435.69 75
DETROIT MI 48206 17.5000 05/30/00 61,000.00
0432368306 11.0000 07/01/00 00
925-15741 10.5000 06/01/30 0
0 6.6000 06/01/02 06/01/02
T38/U56 .0000 07/01/02 07/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924746 11.0000 43,200.00 100
WILLIAMS WILNA 11.0000 43,056.11 ZZ
1
10.5000 411.41 1
18.0000 411.41 100
MIAMI FL 33127 17.5000 02/10/00 43,200.00
0432368322 11.0000 04/01/00 00
926-00120 10.5000 03/01/30 0
0 5.9500 03/01/02 03/01/02
T38/U56 .0000 04/01/02 04/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924747 11.5000 63,800.00 100
EUBANK JEFFREY 11.5000 63,449.61 ZZ
11.0000 631.81 1
18.5000 631.81 79
STUART FL 34996 18.0000 07/30/99 81,000.00
0432368348 11.5000 09/01/99 00
926-03713 11.0000 08/01/29 0
0 6.2500 08/01/02 08/01/02
T38/U56 .0000 09/01/02 09/01/02
45 11.5000 .0000 .0000
A 14.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924749 10.7500 113,600.00 100
MELTON LARRY 10.7500 112,916.55 ZZ
10.2500 1,060.44 1
17.7500 1,060.44 80
MORGANTON NC 28655 17.2500 08/18/99 142,000.00
0432368371 10.7500 10/01/99 00
926-04047 10.2500 09/01/29 0
0 6.2500 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
1
3924750 11.0000 58,500.00 100
KIES CHET 11.0000 58,035.14 ZZ
10.5000 557.11 1
18.0000 557.11 65
JONESVILLE MI 49258 17.5000 08/23/99 90,000.00
0432368397 11.0000 10/01/99 00
926-04104 10.5000 09/01/29 0
0 6.6000 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 11.0000 .0000 .0000
A 14.0000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
3924752 10.7500 58,000.00 100
SIMONDS ROBERT 10.7500 57,614.55 ZZ
10.2500 541.42 1
17.7500 541.42 73
PINELLAS PARK FL 33781 17.2500 08/25/99 80,000.00
0432368421 10.7500 10/01/99 00
926-04244 10.2500 09/01/29 0
0 6.0500 09/01/02 09/01/02
T38/U56 .0000 10/01/02 10/01/02
45 10.7500 .0000 .0000
A 13.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924754 10.9900 64,000.00 100
WILSON JANICE 10.9900 63,665.76 ZZ
10.4900 609.01 1
17.9900 609.01 80
MARION NC 28752 17.4900 09/16/99 80,000.00
0432368454 10.9900 11/01/99 00
926-04687 10.4900 10/01/29 0
0 6.2500 10/01/02 10/01/02
T38/U56 .0000 11/01/02 11/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
1
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924761 9.7500 112,500.00 100
VENTO JOSEPH 9.7500 111,782.40 ZZ
9.2500 966.55 1
16.7500 966.55 75
COCONUT CREEK FL 33073 16.2500 10/05/99 150,000.00
0432368579 9.7500 12/01/99 00
926-05277 9.2500 11/01/29 0
0 6.5500 11/01/02 11/01/02
T38/U56 .0000 12/01/02 12/01/02
45 9.7500 .0000 .0000
A 12.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 03 0 00/00/00
O .0000
3924762 9.9900 47,950.00 100
CAMPBELL SHERI 9.9900 47,659.30 ZZ
9.4900 420.45 1
16.9900 420.45 70
TAMPA FL 33613 16.4900 10/08/99 68,500.00
0432368587 9.9900 12/01/99 00
926-05407 9.4900 11/01/29 0
0 5.9500 11/01/02 11/01/02
T38/U56 .0000 12/01/02 12/01/02
45 9.9900 .0000 .0000
A 12.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924763 12.2400 148,000.00 100
LANDRIAN MANUEL 12.2400 147,490.23 ZZ
11.7400 1,549.75 1
19.2400 1,549.75 80
MIAMI FL 33155 18.7400 11/22/99 185,000.00
0432368603 12.2400 01/01/00 00
926-06213 11.7400 12/01/29 0
0 6.2500 12/01/02 12/01/02
T38/U56 .0000 01/01/03 01/01/03
45 12.2400 .0000 .0000
A 15.2400 6 6
1
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924764 10.9900 54,275.00 100
PAOLUCCI FRANK 10.9900 54,030.09 ZZ
10.4900 516.47 1
17.9900 516.47 65
EAST STROUDSBU PA 18301 17.4900 11/30/99 83,500.00
0432368629 10.9900 01/01/00 00
926-06276 10.4900 12/01/29 0
0 7.2500 12/01/02 12/01/02
T38/U56 .0000 01/01/03 01/01/03
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924765 10.5000 60,800.00 100
CHAVIS GILBERT 10.5000 60,548.56 ZZ
10.0000 556.17 1
17.5000 556.17 80
CONWAY SC 29526 17.0000 12/30/99 76,000.00
0432368637 10.5000 03/01/00 00
926-06372 10.0000 02/01/30 0
0 6.2500 02/01/02 02/01/02
T38/U56 .0000 03/01/02 03/01/02
45 10.5000 .0000 .0000
A 13.5000 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924767 11.9900 113,600.00 100
HENSON GABERIAL 11.9900 113,259.18 ZZ
11.4900 1,167.63 1
18.9900 1,167.63 80
DAWSONVILLE GA 30534 18.4900 01/18/00 142,000.00
0432368660 11.9900 03/01/00 00
926-06711 11.4900 02/01/30 0
0 6.2500 02/01/02 02/01/02
1
T38/U56 .0000 03/01/02 03/01/02
45 11.9900 .0000 .0000
A 14.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924770 9.4900 100,300.00 100
DOBY DONNA 9.4900 99,718.54 ZZ
8.9900 842.65 1
16.4900 842.65 85
CLEVELAND NC 27013 15.9900 01/17/00 118,000.00
0432368702 9.4900 03/01/00 00
926-07034 8.9900 02/01/30 0
0 6.2500 02/01/02 02/01/02
T38/U56 .0000 03/01/02 03/01/02
45 9.4900 .0000 .0000
A 12.4900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924771 10.9900 71,400.00 100
NEGRON ANTONIO 10.9900 71,110.32 ZZ
10.4900 679.42 1
17.9900 679.42 85
LUTZ FL 33549 17.4900 01/06/00 84,000.00
0432368710 10.9900 03/01/00 00
926-07088 10.4900 02/01/30 0
0 6.2500 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924772 10.2400 47,000.00 100
BURTON PAUL 10.2400 46,794.71 T
9.7400 420.82 1
17.2400 420.82 65
PORT CHARLOTTE FL 33948 16.7400 01/14/00 73,000.00
1
0432368736 10.2400 03/01/00 00
926-07183 9.7400 02/01/30 0
0 6.6000 02/01/03 02/01/03
T38/U56 .0000 03/01/03 03/01/03
45 10.2400 .0000 .0000
A 13.2400 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924775 10.4900 150,300.00 100
SANDERS SCOTT 10.4900 149,742.06 ZZ
9.9900 1,373.73 1
17.4900 1,373.73 90
ALVA FL 33920 16.9900 02/29/00 167,000.00
0432368785 10.4900 04/01/00 00
926-07614 9.9900 03/01/30 0
0 5.9500 03/01/03 03/01/03
T38/U56 .0000 04/01/03 04/01/03
45 10.4900 .0000 .0000
A 13.4900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924777 11.7500 27,790.00 100
HUMMER CHARLES 11.7500 27,708.65 ZZ
11.2500 280.52 1
18.7500 280.52 70
FORT MYERS FL 33912 18.2500 02/25/00 39,700.00
0432368819 11.7500 04/01/00 00
926-07694 11.2500 03/01/30 0
0 7.7500 03/01/02 03/01/02
T38/U56 .0000 04/01/02 04/01/02
45 11.7500 .0000 .0000
A 14.7500 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
3924781 10.9900 59,500.00 100
CARSON CHARLIE 10.9900 59,324.32 ZZ
1
10.4900 566.19 1
17.9900 566.19 85
ORLANDO FL 32810 17.4900 03/15/00 70,000.00
0432371441 10.9900 05/01/00 00
926-08167 10.4900 04/01/30 0
0 6.2500 04/01/02 04/01/02
T38/U56 .0000 05/01/02 05/01/02
45 10.9900 .0000 .0000
A 13.9900 6 6
360 9 1.5000 1.5000
7.0000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
.0000 05 0 00/00/00
O .0000
3924783 10.9900 98,600.00 100
MILLER DONALD 10.9900 98,346.46 ZZ
10.4900 938.25 1
17.9900 938.25 85
MELBOURNE FL 32935 17.4900 04/07/00 116,000.00
0432371482 10.9900 06/01/00 00
926-08315 10.4900 05/01/30 0
0 6.2500 05/01/03 05/01/03
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3994980 10.5000 42,000.00 100
ROCHA ROSIE 10.5000 41,751.21 ZZ
10.0000 384.19 4
17.5000 384.19 75
HOUSTON TX 77011 17.0000 10/26/99 56,000.00
0432407179 10.5000 12/01/99 00
1670686 10.0000 11/01/29 0
0 7.7500 11/01/02 11/01/02
633/U57 .0000 12/01/02 12/01/02
45 10.5000 .0000 .0000
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1
360 R 1.0000 1.0000
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3995102 10.5000 48,750.00 100
ROCHA ROSIE 10.5000 48,461.13 ZZ
10.0000 445.94 4
17.5000 445.94 75
HOUSTON TX 77011 17.0000 10/26/99 65,000.00
0432407187 10.5000 12/01/99 00
1670694 10.0000 11/01/29 0
0 7.7500 11/01/02 11/01/02
633/U57 .0000 12/01/02 12/01/02
45 10.5000 .0000 .0000
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3995327 9.8750 69,000.00 100
SMITH VERONICA 9.8750 68,640.62 ZZ
9.3750 599.16 1
16.8750 599.16 100
BALTIMORE MD 21229 16.3750 12/03/99 69,000.00
0432404234 9.8750 02/01/00 23
1698307 9.3750 01/01/30 0
0 6.3750 01/01/03 01/01/03
633/U57 .0000 02/01/03 02/01/03
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3995974 9.9900 58,500.00 100
CROSSLEY JASON 9.9900 58,174.09 ZZ
9.4900 512.95 1
16.9900 512.95 90
KNOXVILLE TN 37919 16.4900 11/23/99 65,000.00
0432404242 9.9900 01/01/00 23
1698125 9.4900 12/01/29 0
0 7.1250 12/01/02 12/01/02
1
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3996230 8.9900 220,000.00 100
ZEVADA HECTOR 8.9900 218,493.87 ZZ
8.4900 1,768.59 1
15.9900 1,768.59 92
SAN GABRIEL CA 91776 15.4900 11/03/99 240,000.00
0432404267 8.9900 01/01/00 23
1694397 8.4900 12/01/29 0
0 6.0000 12/01/02 12/01/02
633/U57 .0000 01/01/03 01/01/03
45 8.9900 .0000 .0000
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3998255 11.8400 32,000.00 100
RICHARDS DOROTHY 11.8400 31,951.56 ZZ
11.3400 325.23 1
17.8400 325.23 80
ALLIANCE OH 44601 17.3400 06/30/00 40,000.00
0432407823 11.8400 08/06/00 00
00064020 11.3400 07/06/30 0
0 7.5500 07/06/02 07/06/02
Q82/U56 .0000 08/06/02 08/06/02
25 11.8400 .0000 .0000
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3998256 11.9100 78,400.00 100
BARKER GEOFF 11.9100 78,283.25 ZZ
11.4100 801.01 1
17.9100 801.01 80
TALLMADGE OH 44278 17.4100 06/30/00 98,000.00
1
0432407831 11.9100 08/06/00 00
00064153 11.4100 07/06/30 0
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Q82/U56 .0000 08/06/02 08/06/02
25 11.9100 .0000 .0000
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3998257 10.9900 79,900.00 100
NELSON DELORES 10.9900 79,722.89 ZZ
10.4900 760.31 1
16.9900 760.31 85
HIGH POINT NC 27260 16.4900 06/21/00 94,000.00
0432407112 10.9900 07/26/00 23
00068050 10.4900 06/26/30 0
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Q82/U56 .0000 07/26/02 07/26/02
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3998263 11.7200 133,480.00 100
KABORE CLARA 11.7200 133,315.02 ZZ
11.2200 1,344.30 1
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WASHINGTON DC 20019 17.2200 07/31/00 130,000.00
0432407922 11.7200 09/01/00 23
00070413 11.2200 08/01/30 0
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Q82/U56 .0000 09/01/03 09/01/03
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3998266 11.9000 112,500.00 100
GREGERSON JEFFREY 11.9000 112,400.28 ZZ
1
11.4000 1,148.54 1
17.9000 1,148.54 90
OMAHA NE 68114 17.4000 09/20/00 125,000.00
0432407963 11.9000 10/25/00 23
00080743 11.4000 09/25/30 0
0 7.7000 09/25/03 09/25/03
Q82/U56 .0000 10/25/03 10/25/03
25 11.9000 .0000 .0000
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360 E 1.0000 1.0000
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3998267 10.3000 100,225.00 100
THOMPSON NICOLE 10.3000 100,056.29 ZZ
9.8000 901.85 1
16.3000 901.85 95
STONE MOUNTAIN GA 30083 15.8000 09/15/00 105,500.00
0432407971 10.3000 10/18/00 23
00083015 9.8000 09/18/30 0
0 6.3000 09/18/02 09/18/02
Q82/U56 .0000 10/18/02 10/18/02
25 10.3000 .0000 .0000
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360 E 1.0000 1.0000
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3998268 9.9200 26,676.00 100
SIMMONS CHARLES 9.9200 26,638.72 ZZ
9.4200 232.53 1
15.9200 232.53 104
TIPTON IN 46072 15.4200 09/08/00 25,650.00
0432407989 9.9200 10/08/00 23
00084057 9.4200 09/08/30 0
0 5.9200 09/08/02 09/08/02
Q82/U56 .0000 10/08/02 10/08/02
25 9.9200 .0000 .0000
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360 E 1.0000 1.0000
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1
3998270 9.7200 135,178.50 100
JOHNSON KELLY 9.7200 134,884.91 ZZ
9.2200 1,158.42 1
15.7200 1,158.42 104
CINCINNATI OH 45238 15.2200 09/13/00 131,000.00
0432408003 9.7200 10/18/00 23
00084253 9.2200 09/18/30 0
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Q82/U56 .0000 10/18/02 10/18/02
25 9.7200 .0000 .0000
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3998271 10.5400 112,000.00 100
CHOUDHARY SHAHLA 10.5400 111,866.45 ZZ
10.0400 1,027.86 1
16.5400 1,027.86 79
CHICAGO IL 60647 16.0400 09/20/00 143,000.00
0432408011 10.5400 10/25/00 00
00085480 10.0400 09/25/30 0
0 6.6000 09/25/02 09/25/02
Q82/U56 .0000 10/25/02 10/25/02
25 10.5400 .0000 .0000
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360 E 1.0000 1.0000
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3998272 12.7400 52,000.00 100
WILLIAMS MARGIE 12.7400 51,961.76 ZZ
12.2400 564.68 1
18.7400 564.68 80
DETROIT MI 48227 18.2400 09/06/00 65,000.00
0432408029 12.7400 10/11/00 00
00086649 12.2400 09/11/30 0
0 8.8000 09/11/03 09/11/03
Q82/U56 .0000 10/11/03 10/11/03
25 12.7400 .0000 .0000
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360 E 1.0000 1.0000
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1
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3998273 11.3400 109,250.00 100
VINCENT GERALD 11.3400 109,103.27 ZZ
10.8400 1,068.58 1
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OXFORD TOWNSHI MI 48371 16.8400 08/21/00 115,000.00
0432408037 11.3400 09/21/00 23
00086686 10.8400 08/21/30 0
0 6.8500 08/21/02 08/21/02
Q82/U56 .0000 09/21/02 09/21/02
25 11.3400 .0000 .0000
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360 E 1.0000 1.0000
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3998274 8.7000 127,201.00 100
RUSSELL TIFFANY 8.7000 127,051.72 ZZ
8.2000 996.16 1
14.7000 996.16 103
FEDERAL WAY WA 98003 14.2000 09/22/00 123,497.00
0432408045 8.7000 11/01/00 23
00090063 8.2000 10/01/30 0
0 4.7000 10/01/02 10/01/02
Q82/U56 .0000 11/01/02 11/01/02
25 8.7000 .0000 .0000
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360 E 1.0000 1.0000
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3998275 11.3700 48,764.00 100
MITCHELL ELAINE 11.3700 48,715.42 ZZ
10.8700 478.08 1
17.3700 478.08 104
ST. LOUIS MO 63136 16.8700 09/22/00 47,000.00
0432408052 11.3700 10/22/00 23
00091117 10.8700 09/22/30 0
0 7.1500 09/22/03 09/22/03
Q82/U56 .0000 10/22/03 10/22/03
25 11.3700 .0000 .0000
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1
360 E 1.0000 1.0000
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3998276 11.6200 44,000.00 100
RAYNIER WILLIAM 11.6200 43,972.46 ZZ
11.1200 439.77 1
17.6200 439.77 100
GREEN BAY WI 54303 17.1200 09/29/00 44,000.00
0432408060 11.6200 11/01/00 23
00095648 11.1200 10/01/30 0
0 7.6200 10/01/02 10/01/02
Q82/U56 .0000 11/01/02 11/01/02
25 11.6200 .0000 .0000
A 14.6200 6 6
360 E 1.0000 1.0000
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3998277 10.5100 108,000.00 100
BELL JACKIE 10.5100 107,913.96 ZZ
10.0100 988.73 1
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CHICAGO IL 60620 16.0100 09/29/00 120,000.00
0432408078 .0000 11/04/00 23
00095853 .0000 10/04/30 0
0 6.6500 10/04/02 10/04/02
Q82/U56 .0000 11/04/02 11/04/02
25 10.5100 .0000 .0000
A 13.5100 6 6
360 E 1.0000 1.0000
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3998279 11.6100 96,347.00 100
COOLEY DAYNE 11.6100 96,286.59 ZZ
11.1100 962.22 1
17.6100 962.22 102
APPLETON WI 54915 17.1100 10/06/00 95,000.00
0432408094 .0000 11/12/00 23
00096030 .0000 10/12/30 0
0 7.6100 10/12/02 10/12/02
1
Q82/U56 .0000 11/12/02 11/12/02
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3998280 11.6800 124,000.00 100
FLEMING STEPHEN 11.6800 123,923.45 ZZ
11.1800 1,245.02 1
17.6800 1,245.02 80
MONTPELIER VA 23192 17.1800 09/27/00 155,000.00
0432408102 .0000 11/02/00 00
00096873 .0000 10/02/30 0
0 7.6800 10/02/02 10/02/02
Q82/U56 .0000 11/02/02 11/02/02
25 11.6800 .0000 .0000
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3998282 10.9900 30,000.00 100
SCHREFFLER JOSEPH 10.9900 29,967.51 ZZ
10.4900 285.48 1
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BELLEFONTE PA 16823 16.4900 09/25/00 95,000.00
0432408136 .0000 10/29/00 00
00098411 .0000 09/29/30 0
0 5.2500 09/29/03 09/29/03
Q82/U56 .0000 10/29/03 10/29/03
25 10.9900 .0000 .0000
A 13.9900 6 6
360 E 1.0000 1.0000
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3998283 9.8000 134,778.00 100
PORTILLO RIGOBERTO 9.8000 134,653.05 ZZ
9.3000 1,162.91 1
15.8000 1,162.91 104
GERMANTOWN MD 20876 15.3000 10/14/00 130,000.00
1
0432408144 .0000 11/16/00 23
00107918 .0000 10/16/30 0
0 5.9700 10/16/02 10/16/02
Q82/U56 .0000 11/16/02 11/16/02
25 9.8000 .0000 .0000
A 12.8000 6 6
360 E 1.0000 1.0000
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O .0000
4000002 10.5750 62,190.00 100
CARRENO TAMMY 10.5750 62,091.43 ZZ
10.2000 572.37 1
17.0750 572.37 83
QUAIL VALLEY CA 92594 16.7000 07/27/00 75,000.00
0432421238 10.5750 09/01/00 00
1600108 10.2000 08/01/30 0
0 6.7500 08/01/02 08/01/02
P06/U57 .0000 09/01/02 09/01/02
45 10.5750 .0000 .0000
A 13.5750 6 6
360 9 1.5000 1.5000
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4000042 11.2500 108,750.00 100
MCCLELLAND RUBY 11.2500 108,601.05 ZZ
10.8750 1,056.25 1
17.7500 1,056.25 75
LOS ANGELES CA 90047 17.3750 07/28/00 145,000.00
0432421279 11.2500 09/01/00 00
1600450 10.8750 08/01/30 0
0 6.2500 08/01/02 08/01/02
P06/U57 .0000 09/01/02 09/01/02
45 11.2500 .0000 .0000
A 14.2500 6 6
360 9 1.5000 1.5000
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N .0000
4002745 12.9900 144,000.00 100
HOGAN JOHN 12.9900 143,647.43 ZZ
1
12.4900 1,591.81 1
19.9900 1,591.81 80
OSCEOLA WI 54202 19.4900 02/21/00 180,000.00
0432417194 .0000 04/01/00 00
20002346N .0000 03/01/30 0
0 12.6300 03/01/02 03/01/02
M63/U56 .0000 04/01/02 04/01/02
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360 E 1.0000 1.0000
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4002751 11.2400 89,200.00 100
HUNT KRISTOPHE 11.2400 89,014.61 ZZ
10.7400 865.69 1
18.2400 865.69 80
MILWAUKEE WI 53207 17.7400 06/16/00 111,500.00
0432417236 .0000 07/16/00 00
20006922N .0000 06/16/30 0
0 10.2400 06/16/02 06/16/02
M63/U56 .0000 07/16/02 07/16/02
25 11.2400 .0000 .0000
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4002752 12.9900 62,900.00 100
SPRATT MICHELLE 12.9900 62,789.80 ZZ
12.4900 695.31 1
19.9900 695.31 85
CHICAGO IL 60636 19.4900 07/11/00 74,000.00
0432417202 .0000 08/11/00 23
20007110N .0000 07/11/30 0
0 8.9900 07/11/02 07/11/02
M63/U56 .0000 08/11/02 08/11/02
25 12.9900 .0000 .0000
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360 E 1.0000 1.0000
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1
4002755 10.9900 59,200.00 100
LEWIS BARBARA 10.9900 59,114.20 ZZ
10.4900 563.33 2
17.9900 563.33 80
CHICAGO IL 60621 17.4900 07/24/00 74,000.00
0432417038 .0000 09/01/00 00
20007138N .0000 08/01/30 0
0 6.8100 08/01/03 08/01/03
M63/U56 .0000 09/01/03 09/01/03
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4002758 12.9900 71,550.00 100
LUBICH SCOTT 12.9900 71,483.32 ZZ
12.4900 790.93 1
19.9900 790.93 90
WEBSTER WI 54893 19.4900 07/27/00 79,500.00
0432417111 .0000 09/01/00 23
20007333N .0000 08/01/30 0
0 8.0000 08/01/02 08/01/02
M63/U56 .0000 09/01/02 09/01/02
25 12.9900 .0000 .0000
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4002759 10.9900 104,000.00 100
BOLDEN DEENA 10.9900 103,810.71 ZZ
10.4900 989.64 2
17.9900 989.64 80
CHICAGO IL 60617 17.4900 07/13/00 130,000.00
0432417210 .0000 08/12/00 00
20007915N .0000 07/12/30 0
0 8.9900 07/12/02 07/12/02
M63/U56 .0000 08/12/02 08/12/02
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1
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4002760 10.7500 50,400.00 100
THIGPEN JOCELYN 10.7500 50,323.06 ZZ
10.2500 470.48 1
17.7500 470.48 80
CHICAGO IL 60628 17.2500 08/02/00 63,000.00
0432417269 .0000 09/01/00 00
20008902N .0000 08/01/30 0
0 8.0000 08/01/02 08/01/02
M63/U56 .0000 09/01/02 09/01/02
25 10.7500 .0000 .0000
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4007922 11.4900 45,000.00 100
RAWLINGS LAWRENCE 12.4900 44,383.89 ZZ
11.9900 445.29 1
17.9900 478.67 45
BALTIMORE MD 21207 17.4900 11/25/97 100,000.00
0800089773 11.4900 01/01/98 00
0800089773 10.9900 12/01/27 0
0 7.5000 12/01/99 06/01/01
Q72/U72 .0000 01/01/00 07/01/01
25 .0000 .0000 .0000
A .0000 6 6
360 E 1.0000 1.0000
6.5000 S N .1250
.0000 S N .1250
.0000 2 00 00/00/00
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N .0000
4007927 11.0000 98,400.00 100
LINN JAMES 11.0000 97,330.57 ZZ
10.5000 937.09 1
17.0000 937.09 80
GARRETSVILLE OH 44231 16.5000 08/18/98 123,000.00
0899001861 11.0000 10/01/98 00
0899001861 10.5000 09/01/28 0
0 6.5000 09/01/01 09/01/01
Q72/U72 .0000 10/01/01 10/01/01
45 11.0000 .0000 .0000
A 14.0000 6 6
1
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4007928 9.7500 188,800.00 100
TRANI ELIZABETH 9.7500 186,152.78 ZZ
9.2500 1,622.08 2
16.7500 1,622.08 72
LOS ANGELES CA 90731 16.2500 08/21/98 265,000.00
0899002919 9.7500 10/01/98 00
0899002919 9.2500 09/01/28 0
0 6.3750 09/01/00 03/01/01
Q72/U72 .0000 10/01/00 04/01/01
25 .0000 .0000 .0000
A .0000 6 6
360 E 1.5000 1.5000
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.0000 2 00 00/00/00
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4007931 12.3750 220,800.00 100
HOFSTEIN MARK 12.3750 219,649.32 ZZ
11.8750 2,335.11 1
18.3750 2,335.11 80
ST LOUIS MO 63141 17.8750 05/27/99 276,000.00
0899009286 12.3750 07/01/99 00
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25 10.8000 .0000 .0000
A 12.8000 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4033095 11.3750 66,000.00 100
WIEGAND SCOTT 11.3750 65,789.38 ZZ
10.8750 647.30 1
18.3750 647.30 80
TONASKET WA 98855 17.8750 06/23/00 82,500.00
1
0432430692 11.3750 08/01/00 00
8190 10.8750 07/01/30 0
0 6.7500 07/01/02 07/01/02
P77/U57 .0000 08/01/02 08/01/02
25 11.3750 .0000 .0000
A 13.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4033096 11.3750 62,400.00 100
KING CURTIS 11.3750 62,295.54 ZZ
10.8750 612.00 1
18.3750 612.00 60
VACAVILLE CA 95688 17.8750 06/23/00 104,000.00
0432430684 11.3750 08/01/00 00
8563 10.8750 07/01/30 0
0 6.7500 07/01/02 07/01/02
P77/U57 .0000 08/01/02 08/01/02
25 11.3750 .0000 .0000
A 13.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 01 0 00/00/00
N .0000
4033098 11.3750 104,300.00 100
KING CURTIS 11.3750 104,125.40 ZZ
10.8750 1,022.94 1
18.3750 1,022.94 70
VACAVILLE CA 95688 17.8750 06/23/00 149,000.00
0432430676 11.3750 08/01/00 00
8565 10.8750 07/01/30 0
0 6.7500 07/01/02 07/01/02
P77/U57 .0000 08/01/02 08/01/02
25 11.3750 .0000 .0000
A 13.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
4033099 11.3750 112,000.00 100
KING CURTIS 11.3750 111,812.52 ZZ
1
10.8750 1,098.46 1
18.3750 1,098.46 70
VACAVILLE CA 95688 17.8750 06/23/00 160,000.00
0432430668 11.3750 08/01/00 00
8569 10.8750 07/01/30 0
0 6.7500 07/01/02 07/01/02
P77/U57 .0000 08/01/02 08/01/02
25 11.3750 .0000 .0000
A 13.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
4033101 13.7500 63,375.00 100
TROTT WALTER 13.7500 63,337.92 ZZ
13.2500 738.39 1
20.7500 738.39 71
OAKVALE MS 39656 20.2500 08/14/00 90,000.00
0432430650 13.7500 10/01/00 00
8823 13.2500 09/01/30 0
0 8.8800 09/01/02 09/01/02
P77/U57 .0000 10/01/02 10/01/02
25 13.7500 .0000 .0000
A 15.7500 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4033102 10.3750 30,550.00 100
BRAZIL STEPHEN 10.3750 30,511.86 ZZ
9.8750 276.60 3
17.3750 276.60 65
ALEXANDRIA LA 71303 16.8750 08/18/00 47,000.00
0432430643 10.3750 10/01/00 00
8905 9.8750 09/01/30 0
0 6.5050 09/01/02 09/01/02
P77/U57 .0000 10/01/02 10/01/02
25 10.3750 .0000 .0000
A 12.3750 6 6
360 E 1.0000 1.0000
7.0000 S N .1250
.0000 S N .1250
.0000 5 00 00/00/00
.0000 05 0 00/00/00
N .0000
1
4036044 12.3750 76,500.00 100
ROGAN PAUL 12.3750 76,397.24 ZZ
11.7500 809.04 1
18.3750 809.04 90
WALLINGFORD CT 06492 17.7500 06/20/00 85,000.00
0432436814 .0000 08/01/00 23
70300105 .0000 07/01/30 0
0 7.1000 07/01/02 07/01/02
L21/U57 .0000 08/01/02 08/01/02
45 12.3750 .0000 .0000
A 15.3750 6 6
360 R 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 01 0 00/00/00
O .0000
4043366 9.3750 290,800.00 100
WILLIAMS CYNTHIA 9.3750 290,505.15 ZZ
9.1250 2,418.73 1
15.3750 2,418.73 80
HERMOSA BEACH CA 90254 15.1250 09/27/00 363,500.00
0432437085 .0000 11/01/00 00
101732071 .0000 10/01/30 0
0 4.5000 10/01/02 10/01/02
736/U57 .0000 11/01/02 11/01/02
25 6.3750 .0000 .0000
A 12.3750 6 6
360 E 1.0000 1.0000
6.0000 S N .1250
.0000 S N .1250
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 1,100
TOTAL ORIGINAL BALANCE : 143,783,373.68
TOTAL PRINCIPAL BALANCE : 139,323,146.58
TOTAL ORIGINAL P+I : 1,201,835.48
TOTAL CURRENT P+I : 1,249,008.67
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.15.57 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 MULTI-FAM CUTOFF : 12/01/00
POOL : 0004477
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
--------------------------------------------------------------------------
4014390 .2250 .0000
693,883.13 .0500 -.1900
9.0900 .0000 -.1900
8.8650 .1400 -.1900
8.6750 .0000 -.1900
8.6750 .0000
4014392 .2250 .0000
453,296.57 .0500 -.1900
8.0000 .0000 -.1900
7.7750 .1400 -.1900
7.5850 .0000 -.1900
7.5850 .0000
4014393 .2250 .0000
303,641.31 .0500 -.1900
7.6250 .0000 -.1900
7.4000 .1400 -.1900
7.2100 .0000 -.1900
7.2100 .0000
4014394 .2250 .0000
248,361.79 .0500 -.1900
8.3750 .0000 -.1900
8.1500 .1400 -.1900
7.9600 .0000 -.1900
7.9600 .0000
4014395 .2250 .0000
432,712.42 .0500 -.1900
7.7500 .0000 -.1900
7.5250 .1400 -.1900
7.3350 .0000 -.1900
7.3350 .0000
4014396 .2250 .0000
254,156.40 .0500 -.1900
8.5000 .0000 -.1900
8.2750 .1400 -.1900
8.0850 .0000 -.1900
8.0850 .0000
1
4014397 .2250 .0000
532,963.65 .0500 -.1900
8.2500 .0000 -.1900
8.0250 .1400 -.1900
7.8350 .0000 -.1900
7.8350 .0000
4014398 .2250 .0000
268,998.02 .0500 -.1900
7.5000 .0000 -.1900
7.2750 .1400 -.1900
7.0850 .0000 -.1900
7.0850 .0000
4014399 .2250 .0000
254,480.28 .0500 -.1900
7.6250 .0000 -.1900
7.4000 .1400 -.1900
7.2100 .0000 -.1900
7.2100 .0000
4014400 .2250 .0000
434,998.47 .0500 -.1900
8.5000 .0000 -.1900
8.2750 .1400 -.1900
8.0850 .0000 -.1900
8.0850 .0000
4014401 .2250 .0000
532,274.69 .0500 -.1900
8.2500 .0000 -.1900
8.0250 .1400 -.1900
7.8350 .0000 -.1900
7.8350 .0000
4014402 .2250 .0000
398,415.14 .0500 -.1900
8.1250 .0000 -.1900
7.9000 .1400 -.1900
7.7100 .0000 -.1900
7.7100 .0000
4014403 .2250 .0000
774,640.89 .0500 -.1900
8.1250 .0000 -.1900
7.9000 .1400 -.1900
7.7100 .0000 -.1900
7.7100 .0000
4014404 .2250 .0000
387,108.97 .0500 -.1900
8.2500 .0000 -.1900
8.0250 .1400 -.1900
7.8350 .0000 -.1900
7.8350 .0000
1
4014406 .2250 .0000
306,070.91 .0500 -.1900
8.6250 .0000 -.1900
8.4000 .1400 -.1900
8.2100 .0000 -.1900
8.2100 .0000
4014407 .2250 .0000
380,368.64 .0500 -.1900
8.3750 .0000 -.1900
8.1500 .1400 -.1900
7.9600 .0000 -.1900
7.9600 .0000
4014408 .2250 .0000
439,996.35 .0500 -.1900
7.5000 .0000 -.1900
7.2750 .1400 -.1900
7.0850 .0000 -.1900
7.0850 .0000
4014409 .2250 .0000
415,252.88 .0500 -.1900
8.1250 .0000 -.1900
7.9000 .1400 -.1900
7.7100 .0000 -.1900
7.7100 .0000
4014410 .2250 .0000
425,951.78 .0500 -.1900
7.8750 .0000 -.1900
7.6500 .1400 -.1900
7.4600 .0000 -.1900
7.4600 .0000
4014411 .2250 .0000
414,983.15 .0500 -.1900
8.0000 .0000 -.1900
7.7750 .1400 -.1900
7.5850 .0000 -.1900
7.5850 .0000
4014412 .2250 .0000
437,476.39 .0500 -.1900
8.2500 .0000 -.1900
8.0250 .1400 -.1900
7.8350 .0000 -.1900
7.8350 .0000
4014413 .2250 .0000
727,909.83 .0500 -.1900
8.1250 .0000 -.1900
7.9000 .1400 -.1900
7.7100 .0000 -.1900
7.7100 .0000
1
4014414 .2250 .0000
460,707.19 .0500 -.1900
7.6250 .0000 -.1900
7.4000 .1400 -.1900
7.2100 .0000 -.1900
7.2100 .0000
4014415 .2250 .0000
408,183.79 .0500 -.1900
7.7500 .0000 -.1900
7.5250 .1400 -.1900
7.3350 .0000 -.1900
7.3350 .0000
4014416 .2250 .0000
381,762.09 .0500 -.1900
8.5000 .0000 -.1900
8.2750 .1400 -.1900
8.0850 .0000 -.1900
8.0850 .0000
4014417 .2250 .0000
663,937.33 .0500 -.1900
8.2900 .0000 -.1900
8.0650 .1400 -.1900
7.8750 .0000 -.1900
7.8750 .0000
4014419 .2250 .0000
1,032,905.30 .0500 -.1900
8.3500 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
TOTAL NUMBER OF LOANS: 27
TOTAL BALANCE........: 12,465,437.36
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 09.15.57 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 MULT ARM SUMMARY REPORT CUTOFF : 12/01/00
POOL : 0004477
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 8.1632 7.5000 9.0900
RFC NET RATE 7.9382 7.2750 8.8650
NET MTG RATE(INVSTR RATE) 7.7482 7.0850 8.6750
POST STRIP RATE 7.7482 7.0850 8.6750
SUB SERV FEE .2250 .2250 .2250
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .1400 .1400 .1400
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) .0000 .0000 .0000
MAX NET MTG RT(MAX INV RT) -.1900 -.1900 -.1900
MAX POST STRIP RATE -.1900 -.1900 -.1900
INV RATE MARGIN -.1900 -.1900 -.1900
POST STRIP MARGIN -.1900 -.1900 -.1900
TOTAL NUMBER OF LOANS: 27
TOTAL BALANCE........: 12,465,437.36
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 09.15.57 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 M CUTOFF : 12/01/00
POOL : 0004477
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
4014390 9.0900 700,000.00 100
CALIBER INVESTMENTS LLC 9.0900 693,883.13 ZZ
8.8650 5,917.58 46
.0000 5,917.58 70
CHICAGO IL 60653 .0000 12/03/99 1,000,000.00
10542 .0000 02/01/00 00
10542 .0000 01/01/10 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014392 8.0000 468,000.00 100
GOLD INVESTMENTS LLC 8.0000 453,296.57 ZZ
7.7750 3,612.10 48
.0000 3,612.10 78
PURCELL OK 73080 .0000 05/13/98 600,000.00
1881677 .0000 07/01/98 00
1881677 .0000 06/01/08 0
0 .0000 00/00/00 00/00/00
1
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014393 7.6250 315,000.00 100
THE 012-015 APTS,LLC 7.6250 303,641.31 ZZ
7.4000 2,353.49 9
.0000 2,353.49 75
EL MONTE CA 91732 .0000 03/13/98 420,000.00
1881685 .0000 05/01/98 00
1881685 .0000 04/01/13 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014394 8.3750 262,000.00 100
CHANDLER COURT, LLC 8.3750 248,361.79 ZZ
8.1500 2,253.01 12
.0000 2,253.01 80
NASHUA NH 03064 .0000 04/03/98 330,000.00
1881700 .0000 06/01/98 00
1881700 .0000 05/01/18 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
240 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014395 7.7500 440,000.00 100
LUCKHART LEHLAND 7.7500 432,712.42 ZZ
7.5250 3,152.21 12
.0000 3,152.21 74
BELLINGHAM WA 98225 .0000 10/15/98 600,000.00
1
1881754 .0000 12/01/98 00
1881754 .0000 11/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014396 8.5000 260,000.00 100
U&A BOCA APTS, INC 8.5000 254,156.40 ZZ
8.2750 2,093.59 8
.0000 2,093.59 69
BOCA RATON FL 33487 .0000 11/05/98 380,000.00
1881762 .0000 01/01/99 00
1881762 .0000 12/01/23 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
300 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014397 8.2500 550,000.00 100
TRAVIS CTY AFFD HSN 8.2500 532,963.65 ZZ
8.0250 4,336.48 42
.0000 4,336.48 74
AUSTIN TX 78722 .0000 04/23/98 750,000.00
1881789 .0000 06/01/98 00
1881789 .0000 05/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014398 7.5000 300,000.00 100
SKORNIAK ROBERT 7.5000 268,998.02 ZZ
1
7.2750 2,781.04 30
.0000 2,781.04 32
CORVALLIS OR 97330 .0000 03/05/98 950,000.00
1881798 .0000 05/01/98 00
1881798 .0000 04/01/13 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014399 7.6250 264,000.00 100
THE 012-015 APTS,LLC 7.6250 254,480.28 ZZ
7.4000 1,972.45 12
.0000 1,972.45 57
PASADENA CA 91106 .0000 03/13/98 465,000.00
1881813 .0000 05/01/98 00
1881813 .0000 04/01/13 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014400 8.5000 445,000.00 100
U&A BOCA APTS, INC 8.5000 434,998.47 ZZ
8.2750 3,583.26 12
.0000 3,583.26 69
BOCA RATON FL 33487 .0000 11/05/98 650,000.00
1881819 .0000 01/01/99 00
1881819 .0000 12/01/23 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
300 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
1
4014401 8.2500 550,000.00 100
BSM INVESTMENTS LLC 8.2500 532,274.69 ZZ
8.0250 4,336.48 32
.0000 4,336.48 75
FOREST PARK GA 30297 .0000 03/13/98 740,000.00
1881822 .0000 05/01/98 00
1881822 .0000 04/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014402 8.1250 412,000.00 100
OMEGA PROPERTIES,LLC 8.1250 398,415.14 ZZ
7.9000 3,214.07 28
.0000 3,214.07 75
BRONX NY 10459 .0000 03/25/98 550,000.00
1881828 .0000 05/01/98 00
1881828 .0000 04/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014403 8.1250 800,000.00 100
660-664 CONSTRUCTIONLLC 8.1250 774,640.89 ZZ
7.9000 6,240.92 42
.0000 6,240.92 80
BRONX NY 10456 .0000 04/08/98 1,000,000.00
1881837 .0000 06/01/98 00
1881837 .0000 05/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
1
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014404 8.2500 400,000.00 100
VISIONS PROPERTIES INC 8.2500 387,108.97 ZZ
8.0250 3,153.80 33
.0000 3,153.80 73
ST. LOUIS MO 63115 .0000 03/23/98 550,000.00
1881844 .0000 05/01/98 00
1881844 .0000 04/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014406 8.6250 320,000.00 100
SPROW RONALD 8.6250 306,070.91 ZZ
8.4000 2,802.40 26
.0000 2,802.40 80
PITTSBURGH PA 15206 .0000 08/05/98 400,000.00
1881915 .0000 10/01/98 00
1881915 .0000 09/01/05 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
84 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014407 8.3750 391,000.00 100
EAST 96 REALTY CORP 8.3750 380,368.64 ZZ
8.1500 3,115.57 17
.0000 3,115.57 61
BROOKLYN NY 11212 .0000 07/31/98 645,000.00
1881929 .0000 09/01/98 00
1881929 .0000 08/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
1
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014408 7.5000 455,000.00 100
GRP I EL MONTE PROP 7.5000 439,996.35 ZZ
7.2750 3,362.41 12
.0000 3,362.41 72
MONROVIA CA 91016 .0000 06/30/98 635,000.00
1881970 .0000 08/01/98 00
1881970 .0000 07/01/13 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014409 8.1250 427,000.00 100
AFFORDABLE LIFESTYLEINC 8.1250 415,252.88 ZZ
7.9000 3,331.09 30
.0000 3,331.09 75
RIVIERA BEACH FL 33404 .0000 08/26/98 570,000.00
1881978 .0000 10/01/98 00
1881978 .0000 09/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014410 7.8750 438,000.00 100
BARTLEY JAMES 7.8750 425,951.78 ZZ
7.6500 3,344.37 28
.0000 3,344.37 78
CONROE TX 77304 .0000 09/02/98 565,000.00
1881985 .0000 11/01/98 00
1881985 .0000 10/01/08 0
0 .0000 00/00/00 00/00/00
1
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014411 8.0000 427,000.00 100
1991 REALTY ASSC LLC 8.0000 414,983.15 ZZ
7.7750 3,295.66 21
.0000 3,295.66 75
JERSEY CITY NJ 07305 .0000 08/19/98 570,000.00
1881992 .0000 10/01/98 00
1881992 .0000 09/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014412 8.2500 450,000.00 100
1861 REALTY ASSC LLC 8.2500 437,476.39 ZZ
8.0250 3,548.03 24
.0000 3,548.03 73
JERSEY CITY NJ 07305 .0000 07/24/98 620,000.00
1881997 .0000 09/01/98 00
1881997 .0000 08/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014413 8.1250 750,000.00 100
1201 LLC 8.1250 727,909.83 ZZ
7.9000 5,850.86 38
.0000 5,850.86 75
BRONX NY 10452 .0000 06/18/98 1,000,000.00
1
1882003 .0000 08/01/98 00
1882003 .0000 07/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014414 7.6250 475,000.00 100
DEED REALTY LLC 7.6250 460,707.19 ZZ
7.4000 3,548.92 24
.0000 3,548.92 75
BROOKLYN NY 11226 .0000 08/25/98 635,000.00
1882009 .0000 10/01/98 00
1882009 .0000 09/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014415 7.7500 420,000.00 100
AFFINITO-JANOS HELEN 7.7500 408,183.79 ZZ
7.5250 3,172.38 12
.0000 3,172.38 76
VENTURA CA 93003 .0000 09/17/98 555,000.00
1882013 .0000 11/01/98 00
1882013 .0000 10/01/08 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014416 8.5000 391,000.00 100
URIEL CORPORATION 8.5000 381,762.09 ZZ
1
8.2750 3,148.44 12
.0000 3,148.44 72
CORAL GABLES FL 33134 .0000 10/22/98 550,000.00
1882392 .0000 12/01/98 00
1882392 .0000 11/01/18 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
240 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014417 8.2900 676,000.00 100
SHEFA CAPITAL CORP 8.2900 663,937.33 ZZ
8.0650 5,348.00 36
.0000 5,348.00 80
ELIZABETH NJ 07201 .0000 04/21/99 850,000.00
1902446 .0000 06/01/99 00
1902446 .0000 05/01/09 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 23 0 00/00/00
N .0000
4014419 8.3500 1,065,000.00 100
VILLARS, LLC 8.3500 1,032,905.30 ZZ
8.1250 8,468.28 36
.0000 8,468.28 73
PHOENIX AZ 85051 .0000 04/30/99 1,475,000.00
1904820 .0000 06/01/99 00
1904820 .0000 05/01/09 0
0 .0000 00/00/00 00/00/00
Q63/W22 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
120 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 2 00 00/00/00
.0000 23 0 00/00/00
N .0000
1
TOTAL NUMBER OF LOANS : 27
TOTAL ORIGINAL BALANCE : 12,851,000.00
TOTAL PRINCIPAL BALANCE : 12,465,437.36
TOTAL ORIGINAL P+I : 101,336.89
TOTAL CURRENT P+I : 101,336.89
***************************
* END OF REPORT *
***************************
EXHIBIT F-2
GROUP II LOAN SCHEDULE
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 10.05.03 ARM PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 FIXED CUTOFF : 12/01/00
POOL : 0004472
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE RFC NET CEILING(MX RFC NET RT)
PRINCIPAL BALANCE MSTR SERV FEE MAX NET MTG RT(MAX INV RT)
CURR NOTE RATE ALL EXP MAX POST STRIP RATE
RFC NET RATE MISC EXP INV RATE MARGIN
NET MTG RATE(INVSTR RATE) SPREAD POST STRIP MARGIN
POST STRIP RATE STRIP
-------------------------------------------------------------------------
1018562 .2500 .0000
47,675.91 .0500 -.1900
9.7500 .0000 -.1900
9.5000 .1400 -.1900
9.3100 .0000 -.1900
9.3100 .0000
1289380 .2500 .0000
173,502.11 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1293585 .2500 .0000
181,672.22 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1295532 .2500 .0000
43,319.33 .0500 -.1900
8.6250 .0000 -.1900
8.3750 .1400 -.1900
8.1850 .0000 -.1900
8.1850 .0000
1296212 .2500 .0000
361,204.94 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1297092 .2500 .0000
27,109.68 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1
1297317 1.3750 .0000
50,431.62 .0500 -.1900
9.0000 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1298172 .2500 .0000
169,966.12 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1298458 .2500 .0000
127,874.99 .0500 -.1900
8.3750 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
1299229 .2500 .0000
72,130.80 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1299320 .5000 .0000
68,434.39 .0500 -.1900
8.8750 .0000 -.1900
8.3750 .1400 -.1900
8.1850 .0000 -.1900
8.1850 .0000
1300439 .2500 .0000
69,930.02 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1301075 .2500 .0000
144,303.46 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1301470 .2500 .0000
40,969.32 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1
1301472 .3750 .0000
131,103.18 .0500 -.1900
8.5000 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
1301593 .2500 .0000
26,634.00 .0500 -.1900
8.7500 .0000 -.1900
8.5000 .1400 -.1900
8.3100 .0000 -.1900
8.3100 .0000
1302382 .2500 .0000
131,965.63 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1302493 .2500 .0000
169,031.33 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1303151 .2500 .0000
170,349.47 .0500 -.1900
8.3750 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
1303607 .3750 .0000
75,788.01 .0500 -.1900
8.0000 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1303950 .2500 .0000
27,169.75 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1304292 .2500 .0000
181,494.13 .0500 -.1900
8.3750 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
1
1304914 .2500 .0000
30,857.06 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
8.0600 .0000 -.1900
8.0600 .0000
1305118 .2500 .0000
142,046.88 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1306138 .2500 .0000
57,305.09 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1306485 .3750 .0000
143,315.56 .0500 -.1900
8.0000 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1308592 .1250 .0000
92,802.17 .0500 -.1900
7.8750 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1308614 .1250 .0000
140,498.91 .0500 -.1900
8.5000 .0000 -.1900
8.3750 .1400 -.1900
8.1850 .0000 -.1900
8.1850 .0000
1308695 .2500 .0000
193,753.94 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1308852 .3750 .0000
143,166.69 .0500 -.1900
8.0000 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1
1308865 .2500 .0000
138,598.60 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
8.0600 .0000 -.1900
8.0600 .0000
1308940 .2500 .0000
16,805.33 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1308942 .2500 .0000
68,961.81 .0500 -.1900
8.7500 .0000 -.1900
8.5000 .1400 -.1900
8.3100 .0000 -.1900
8.3100 .0000
1309017 .2500 .0000
55,994.21 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1309025 .2500 .0000
148,237.16 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1309032 .2500 .0000
190,203.14 .0500 -.1900
7.8750 .0000 -.1900
7.6250 .1400 -.1900
7.4350 .0000 -.1900
7.4350 .0000
1309113 .2500 .0000
58,454.60 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1309221 .2500 .0000
73,453.13 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1
1309363 .2500 .0000
100,827.31 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1309373 .2500 .0000
130,239.39 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1309390 .2500 .0000
38,909.49 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1309398 .2500 .0000
56,031.55 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1309404 .2500 .0000
61,312.69 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
8.0600 .0000 -.1900
8.0600 .0000
1309425 .2500 .0000
127,002.26 .0500 -.1900
8.8750 .0000 -.1900
8.6250 .1400 -.1900
8.4350 .0000 -.1900
8.4350 .0000
1309426 .2500 .0000
152,962.41 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1309427 .2500 .0000
53,546.51 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1
1309606 .2500 .0000
50,822.85 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1309641 .2500 .0000
168,981.93 .0500 -.1900
8.7500 .0000 -.1900
8.5000 .1400 -.1900
8.3100 .0000 -.1900
8.3100 .0000
1309685 .5000 .0000
63,655.74 .0500 -.1900
9.0000 .0000 -.1900
8.5000 .1400 -.1900
8.3100 .0000 -.1900
8.3100 .0000
1309697 .2500 .0000
153,540.30 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1309741 .2500 .0000
154,758.23 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
8.0600 .0000 -.1900
8.0600 .0000
1309951 .2500 .0000
130,278.68 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1309956 .2500 .0000
172,288.75 .0500 -.1900
8.1250 .0000 -.1900
7.8750 .1400 -.1900
7.6850 .0000 -.1900
7.6850 .0000
1310010 .2500 .0000
75,620.14 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
8.0600 .0000 -.1900
8.0600 .0000
1
1310303 .1250 .0000
147,271.73 .0500 -.1900
8.2500 .0000 -.1900
8.1250 .1400 -.1900
7.9350 .0000 -.1900
7.9350 .0000
1310304 .1250 .0000
123,417.92 .0500 -.1900
7.8750 .0000 -.1900
7.7500 .1400 -.1900
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7.5600 .0000
1310307 .1250 .0000
57,767.19 .0500 -.1900
8.5000 .0000 -.1900
8.3750 .1400 -.1900
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8.1850 .0000
1310452 .5000 .0000
213,026.44 .0500 -.1900
8.1250 .0000 -.1900
7.6250 .1400 -.1900
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1310534 .2500 .0000
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8.6250 .0000 -.1900
8.3750 .1400 -.1900
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130,765.91 .0500 -.1900
8.2500 .0000 -.1900
8.0000 .1400 -.1900
7.8100 .0000 -.1900
7.8100 .0000
1310547 .2500 .0000
286,669.35 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1310804 .2500 .0000
137,712.90 .0500 -.1900
8.0000 .0000 -.1900
7.7500 .1400 -.1900
7.5600 .0000 -.1900
7.5600 .0000
1
1310828 .2500 .0000
36,757.99 .0500 -.1900
8.5000 .0000 -.1900
8.2500 .1400 -.1900
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1310834 .5000 .0000
193,243.34 .0500 -.1900
8.7500 .0000 -.1900
8.2500 .1400 -.1900
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8.0600 .0000
1310839 .3750 .0000
129,198.38 .0500 -.1900
8.5000 .0000 -.1900
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1310848 .2500 .0000
142,315.59 .0500 -.1900
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82,413.71 .0500 -.1900
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7.9350 .0000
1
1311233 .2500 .0000
150,583.10 .0500 -.1900
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73,809.60 .0500 -.1900
8.2500 .0000 -.1900
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1
1312070 .2500 .0000
196,527.78 .0500 -.1900
8.2500 .0000 -.1900
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7.7500 .1400 -.1900
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8.0000 .0000 -.1900
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1
1312557 .2500 .0000
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1
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12.4900 .1400 -.1900
12.3000 .0000 -.1900
12.3000 .0000
4030181 .5000 .0000
80,983.29 .0500 -.1900
13.7400 .0000 -.1900
13.2400 .1400 -.1900
13.0500 .0000 -.1900
13.0500 .0000
4030182 .5000 .0000
109,755.52 .0500 -.1900
11.9900 .0000 -.1900
11.4900 .1400 -.1900
11.3000 .0000 -.1900
11.3000 .0000
4033100 .5000 .0000
38,945.36 .0500 -.1900
12.3750 .0000 -.1900
11.8750 .1400 -.1900
11.6850 .0000 -.1900
11.6850 .0000
1
4039051 .2500 .0000
134,818.96 .0500 -.1900
9.9900 .0000 -.1900
9.7400 .1400 -.1900
9.5500 .0000 -.1900
9.5500 .0000
4043496 .5000 .0000
48,642.25 .0500 -.1900
11.2500 .0000 -.1900
10.7500 .1400 -.1900
10.5600 .0000 -.1900
10.5600 .0000
4043497 .5000 .0000
33,981.58 .0500 -.1900
12.7500 .0000 -.1900
12.2500 .1400 -.1900
12.0600 .0000 -.1900
12.0600 .0000
4043498 .5000 .0000
27,953.62 .0500 -.1900
12.6250 .0000 -.1900
12.1250 .1400 -.1900
11.9350 .0000 -.1900
11.9350 .0000
4043500 .5000 .0000
35,305.08 .0500 -.1900
12.6250 .0000 -.1900
12.1250 .1400 -.1900
11.9350 .0000 -.1900
11.9350 .0000
4043502 .5000 .0000
59,659.31 .0500 -.1900
11.5000 .0000 -.1900
11.0000 .1400 -.1900
10.8100 .0000 -.1900
10.8100 .0000
4043503 .5000 .0000
67,815.66 .0500 -.1900
9.9990 .0000 -.1900
9.4990 .1400 -.1900
9.3090 .0000 -.1900
9.3090 .0000
4043504 .5000 .0000
41,189.75 .0500 -.1900
12.0000 .0000 -.1900
11.5000 .1400 -.1900
11.3100 .0000 -.1900
11.3100 .0000
1
4043505 .5000 .0000
135,459.30 .0500 -.1900
10.5000 .0000 -.1900
10.0000 .1400 -.1900
9.8100 .0000 -.1900
9.8100 .0000
4043506 .5000 .0000
105,068.74 .0500 -.1900
10.9900 .0000 -.1900
10.4900 .1400 -.1900
10.3000 .0000 -.1900
10.3000 .0000
4043507 .5000 .0000
34,343.92 .0500 -.1900
11.5000 .0000 -.1900
11.0000 .1400 -.1900
10.8100 .0000 -.1900
10.8100 .0000
TOTAL NUMBER OF LOANS: 1209
TOTAL BALANCE........: 159,525,455.66
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSDARM-01
AT : 10.05.03 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 FIXE ARM SUMMARY REPORT CUTOFF : 12/01/00
POOL : 0004472
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO---
CURR NOTE RATE 9.6332 6.2500 16.1250
RFC NET RATE 9.2965 6.0000 15.6250
NET MTG RATE(INVSTR RATE) 9.1065 5.8100 15.4350
POST STRIP RATE 9.1065 5.8100 15.4350
SUB SERV FEE .3367 .1250 2.3750
MSTR SERV FEE .0500 .0500 .0500
ALL EXP .0000 .0000 .0000
MISC EXP .1400 .1400 .1400
SPREAD .0000 .0000 .0000
STRIP .0000 .0000 .0000
RFC NET CEILING(MX RFC NET RT) .0078 .0000 10.4000
MAX NET MTG RT(MAX INV RT) -.1822 -.1900 10.2100
MAX POST STRIP RATE -.1822 -.1900 10.2100
INV RATE MARGIN -.1900 -.1900 -.1900
POST STRIP MARGIN -.1900 -.1900 -.1900
TOTAL NUMBER OF LOANS: 1209
TOTAL BALANCE........: 159,525,455.66
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/21/00 RFC DISCLOSURE SYSTEM RFFSD175-01
AT : 10.05.03 NONFIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RAMP 2000-RS4 F CUTOFF : 12/01/00
POOL : 0004472
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL LN FEATURE
CURR NET ORIGINAL P+I # OF UNITS
NOTE CEILING CURRENT P+I LTV
CITY STATE ZIP NET CEILING NOTE DATE VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX TO WINDOW
OCCP CODE CNVT MARGIN
______________________________________________________________________________
1018562 9.7500 140,400.00 100
XXXXXXXX J 9.7500 47,675.91 ZZ
9.5000 1,206.26 1
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0690000138 .0000 06/01/86 10
1181694 .0000 11/01/02 17
0 .0000 00/00/00 00/00/00
227/G06 .0000 06/01/92 06/01/01
0 .0000 .0000 .0000
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XXXXXXX XXXXXXX 8.2500 173,502.11 ZZ
8.0000 2,881.32 1
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XXXXXXXX XX 00000 .0000 05/07/92 330,000.00
6414347 .0000 07/01/92 04
111621 .0000 06/01/07 17
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1
375/070 .0000 00/00/00 00/00/00
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XXXXX XXXX 7.8750 181,672.22 ZZ
7.6250 3,023.18 1
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XXXXXXX XXXXXX XX 00000 .0000 10/01/92 425,000.00
6430205 .0000 12/01/92 00
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526/070 .0000 00/00/00 00/00/00
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XXXXXX XXXXXX 8.6250 43,319.33 ZZ
8.3750 823.43 1
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XXXXXXXXX XX 00000 .0000 11/25/92 155,000.00
2023257 .0000 01/01/93 00
2023257 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
637/637 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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1296212 8.1250 588,000.00 100
XXXXX XXXXX 8.1250 361,204.94 ZZ
7.8750 5,661.75 1
.0000 5,661.75 00
XXXXX XXXXX XX 00000 .0000 10/27/92 1,500,000.00
1
202228455 .0000 12/01/92 00
7000012198 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
487/163 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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180 0 .0000 .0000
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O .0000
1297092 8.1250 70,000.00 100
XXXXXXXXX XXXX 8.1250 27,109.68 ZZ
7.8750 674.02 1
.0000 674.02 00
XXXXXX XXXXXX XX 00000 .0000 10/27/92 172,000.00
6425927 .0000 12/01/92 00
207962 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
567/070 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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180 0 .0000 .0000
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O .0000
1297317 9.0000 80,000.00 100
XXXXX XXXXXXX 9.0000 50,431.62 ZZ
7.6250 811.42 1
.0000 811.42 62
XXXXXXXX XX 00000 .0000 11/10/92 130,000.00
9417576 .0000 01/01/93 00
2998623 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
635/225 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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1298172 7.8750 280,000.00 100
D'XXXXXXXX XXXX 7.8750 169,966.12 ZZ
1
7.6250 2,655.66 1
.0000 2,655.66 89
XXXXXX XXXX XX 00000 .0000 11/20/92 316,000.00
202214605 .0000 01/01/93 10
6891059333 .0000 12/01/07 17
0 .0000 00/00/00 00/00/00
487/163 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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O .0000
1298458 8.3750 247,500.00 100
XXXXXXX XXXX 8.3750 127,874.99 ZZ
8.1250 2,419.13 1
.0000 2,419.13 90
XXXXXXXXXXXXX XX 00000 .0000 09/29/92 275,000.00
1037951 .0000 11/01/92 04
1037951 .0000 10/01/07 25
0 .0000 00/00/00 00/00/00
406/406 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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1299229 7.8750 282,500.00 000
XXXXXXXX XX XXXXX 0.0000 72,130.80 ZZ
7.6250 3,408.87 1
.0000 3,408.87 54
XXXXX XX 00000 .0000 10/20/92 525,000.00
833576 .0000 12/01/92 00
833576 .0000 11/01/02 0
0 .0000 00/00/00 00/00/00
112/112 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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120 0 .0000 .0000
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1
1299320 8.8750 108,000.00 100
XXXXX XXX 8.8750 68,434.39 T
8.3750 1,087.39 1
.0000 1,087.39 00
XXXXXXX XXXXX XX 00000 .0000 12/08/92 235,000.00
0010043768 .0000 02/01/93 00
099492610 .0000 01/01/08 0
0 .0000 00/00/00 00/00/00
028/M32 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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1300439 7.8750 120,000.00 100
XXXXXXX XXXXXX 7.8750 69,930.02 ZZ
7.6250 1,138.14 1
.0000 1,138.14 62
XXXXXXXXXX XX 00000 .0000 10/26/92 195,000.00
9417590 .0000 12/01/92 00
2999027 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
635/225 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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O .0000
1301075 7.8750 317,000.00 100
XXXXXXX XXXXXXX 7.8750 144,303.46 ZZ
7.6250 3,006.59 1
.0000 3,006.59 86
XX XXXXX XX 00000 .0000 11/09/92 370,000.00
740456 .0000 01/01/93 14
13503568 .0000 12/01/07 17
0 .0000 00/00/00 00/00/00
669/514 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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1
.0000 2 00 00/00/00
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O .0000
1301470 8.1250 66,000.00 100
XX XXXX 8.1250 40,969.32 ZZ
7.8750 635.50 1
.0000 635.50 51
XXXXXXXXXX XX 00000 .0000 12/09/92 130,000.00
6431018 .0000 02/01/93 00
320424 .0000 01/01/08 0
0 .0000 00/00/00 00/00/00
597/070 .0000 00/00/00 00/00/00
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1301472 8.5000 210,000.00 000
XXXXX XXXXXX 0.0000 131,103.18 ZZ
8.1250 2,067.95 1
.0000 2,067.95 75
XXXXXXXXXX XX 00000 .0000 12/08/92 280,000.00
6428843 .0000 02/01/93 00
121250 .0000 01/01/08 0
0 .0000 00/00/00 00/00/00
597/070 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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1301593 8.7500 50,000.00 000
XXXXXXXX XXXX 0.0000 26,634.00 ZZ
8.5000 499.72 1
.0000 499.72 41
XXXXX XX 00000 .0000 11/06/92 124,000.00
5319710 .0000 01/01/93 00
5319710 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
372/447 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
1
180 0 .0000 .0000
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1302382 7.8750 216,000.00 100
XXXXXXXXX XXXX 7.8750 131,965.63 ZZ
7.6250 2,048.66 1
.0000 2,048.66 00
XXXXXXXXXX XX 00000 .0000 10/30/92 270,000.00
191897677 .0000 01/01/93 00
1827963 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
403/076 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
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O .0000
1302493 8.0000 277,000.00 100
XXXXXX XXXXXX 8.0000 169,031.33 ZZ
7.7500 2,647.16 1
.0000 2,647.16 77
XXXXX XX 00000 .0000 11/10/92 360,000.00
50006166 .0000 01/01/93 00
8380 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
608/608 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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1303151 8.3750 275,000.00 100
XXXX XXXX-PING 8.3750 170,349.47 ZZ
8.1250 2,687.92 1
.0000 2,687.92 58
XXXXXXX XX 00000 .0000 11/16/92 478,500.00
5127766 .0000 01/01/93 00
5127766 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
1
372/447 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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1303607 8.0000 145,000.00 100
XXXXXX XXXXX 8.0000 75,788.01 ZZ
7.6250 1,385.70 1
.0000 1,385.70 39
XXXXXXX XX 00000 .0000 11/16/92 380,000.00
9418078 .0000 01/01/93 00
3026085 .0000 12/01/07 0
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635/225 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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1303950 8.2500 44,000.00 100
XXXXX XXXXXXX 8.2500 27,169.75 ZZ
8.0000 426.86 1
.0000 426.86 29
XXXXXXXXX XX 00000 .0000 11/10/92 156,000.00
202228442 .0000 01/01/93 00
7000012180 .0000 12/01/07 0
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487/163 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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O .0000
1304292 8.3750 294,160.00 000
XXXXXXX XXXXX 0.0000 181,494.13 ZZ
8.1250 2,875.20 1
.0000 2,875.20 80
XXXXXX XXXX XX 00000 .0000 11/13/92 367,700.00
1
6428396 .0000 01/01/93 00
098980257 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
028/070 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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1304914 8.5000 250,000.00 000
XXXXXX XXXXXXX 8.5000 30,857.06 ZZ
8.2500 2,461.85 1
.0000 2,461.85 80
XXXX XX 00000 .0000 09/26/91 313,000.00
1978396 .0000 11/01/91 00
1049025563 .0000 10/01/06 0
0 .0000 00/00/00 00/00/00
672/447 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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180 0 .0000 .0000
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1305118 7.8750 232,500.00 100
XXX XXX 7.8750 142,046.88 ZZ
7.6250 2,205.15 1
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XXXXXXX XXXX XX 00000 .0000 11/13/92 310,000.00
1039361 .0000 01/01/93 00
1039361 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
406/406 .0000 00/00/00 00/00/00
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180 0 .0000 .0000
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1306138 8.2500 220,000.00 100
XXXXXXX XXXXX 8.2500 57,305.09 ZZ
1
8.0000 2,134.31 1
.0000 2,134.31 55
XXXXXXXXXXX XX 00000 .0000 11/11/92 405,000.00
6429281 .0000 01/01/93 00
30768151 .0000 12/01/07 0
0 .0000 00/00/00 00/00/00
531/070 .0000 00/00/00 00/00/00
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1306485 8.0000 238,000.00 100
XXXXXXXXX XXXXXX 8.0000 143,315.56 ZZ
7.6250 2,274.45 1
.0000 2,274.45 60
XXXXXXXXXXXXXX XX 00000 .0000 09/25/92 400,000.00
6426923 .0000 11/01/92 00
41240758369423 .0000 10/01/07 0
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1308592 7.8750 159,300.00 100
XXXXX XXXXX 7.8750 92,802.17 ZZ
7.7500 1,510.88 1
.0000 1,510.88 53
XXXXXXXXX XX 00000 .0000 10/22/92 303,000.00
220491898 .0000 12/01/92 00
183800200 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
560/560 .0000 00/00/00 00/00/00
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1308614 8.5000 228,000.00 100
XXXXX XXXX 8.5000 140,498.91 ZZ
8.3750 2,245.21 1
.0000 2,245.21 80
XXXXXXXXXX XX 00000 .0000 10/23/92 285,000.00
220491716 .0000 12/01/92 00
183525401 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
560/560 .0000 00/00/00 00/00/00
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1308695 7.8750 320,000.00 100
XXXXXXX XXXXXXX 7.8750 193,753.94 ZZ
7.6250 3,035.04 1
.0000 3,035.04 00
XXXX XXXXXXXX XX 00000 .0000 10/06/92 685,000.00
9203731 .0000 12/01/92 00
9203731 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
076/076 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
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180 0 .0000 .0000
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1308852 8.0000 235,600.00 100
XXXXXXXXX XXXXXXXXX 8.0000 143,166.69 ZZ
7.6250 2,251.52 1
.0000 2,251.52 78
XXXXXXX XX 00000 .0000 10/14/92 305,000.00
6636131 .0000 12/01/92 00
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0 .0000 00/00/00 00/00/00
076/076 .0000 00/00/00 00/00/00
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1
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1308865 8.5000 221,000.00 000
XXXXXXXXX XXXXXX 0.0000 138,598.60 ZZ
8.2500 2,176.28 1
.0000 2,176.28 75
XXXXXXX XX 00000 .0000 12/09/92 295,000.00
6430568 .0000 02/01/93 00
19054273 .0000 01/01/08 0
0 .0000 00/00/00 00/00/00
171/070 .0000 00/00/00 00/00/00
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1308940 8.2500 59,000.00 100
SHOW XXXXX 8.2500 16,805.33 ZZ
8.0000 572.39 1
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XXX XXXXXX XXX XX 00000 .0000 10/15/92 102,000.00
0020089322 .0000 12/01/92 00
92060762 .0000 11/01/07 0
0 .0000 00/00/00 00/00/00
429/429 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
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O .0000
1308942 8.7500 114,000.00 100
XXXXXXXX III XXXX 8.7500 68,961.81 ZZ
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FUENTES LISA 13.8750 54,825.43 ZZ
13.3750 645.07 1
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3825833 12.7500 85,500.00 100
MENDEZ RAYMOND 12.7500 85,372.50 ZZ
12.2500 929.13 1
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1
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AVILA HERIBERTO 14.2500 83,524.37 ZZ
13.7500 1,008.33 1
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HULON SANDRA 12.3750 50,960.27 ZZ
11.8750 539.81 1
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WILSON CAROLE 13.0000 32,686.73 ZZ
1
12.5000 362.01 1
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MEMPHIS TN 38108 .0000 06/12/00 38,500.00
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FINCH LYDIA 13.0500 29,340.98 ZZ
12.5500 326.37 1
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PENSACOLA FL 32505 .0000 03/28/00 42,000.00
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3825840 13.7420 51,000.00 100
PAYNE TORCHIE 13.7420 50,928.61 ZZ
13.2420 593.89 1
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COOLVILLE OH 45742 .0000 04/24/00 68,000.00
0432295228 .0000 06/01/00 00
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3825841 11.6250 38,900.00 100
DEAN JERRY 11.6250 38,799.89 ZZ
11.1250 388.94 1
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ANDERSON SC 29625 .0000 03/24/00 46,000.00
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DONALD VALENCIA 13.2820 43,003.98 ZZ
12.7820 486.29 1
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CHATTAHOOCHEE FL 32324 .0000 04/25/00 55,000.00
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SMITH BESSIE 12.3920 49,903.42 ZZ
11.8920 529.44 1
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OXFORD NC 27565 .0000 04/01/00 63,000.00
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5300638 .0000 05/01/30 0
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WILLIAMS III SLATER 14.5880 34,172.18 ZZ
14.0880 421.19 1
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MADISON FL 32340 .0000 05/26/00 38,000.00
0432295277 .0000 08/01/00 23
5300655 .0000 07/01/30 0
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3825849 12.1000 26,100.00 100
HIBBARD VICKIE 12.1000 25,726.64 ZZ
11.6000 314.92 1
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CHESAPEAKE OH 45619 .0000 04/24/00 66,000.00
0432295012 .0000 06/01/00 00
5300710 .0000 05/01/15 0
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3825852 13.4750 28,700.00 100
MENYWEATHER SHIRLEY 13.4750 28,285.69 ZZ
12.9750 372.14 1
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MONROE LA 71203 .0000 03/03/00 32,000.00
0432295020 .0000 05/01/00 23
5300756 .0000 04/01/15 0
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3825853 12.7330 69,700.00 100
PELTIER RICHARD 12.7330 69,594.15 ZZ
12.2330 756.50 1
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JACKSONVILLE NC 28546 .0000 05/17/00 82,000.00
0432295293 .0000 07/01/00 23
5300807 .0000 06/01/30 0
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3825856 14.0420 50,400.00 100
NICHOLAS SHARON 14.0420 49,524.04 ZZ
13.5420 672.62 1
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DONALDSONVILLE LA 70346 .0000 03/28/00 86,000.00
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3825857 11.7080 67,100.00 100
BAKER JIMMY 11.7080 66,995.59 ZZ
11.2080 675.15 1
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NEWCASTLE OK 73065 .0000 06/26/00 112,000.00
0432294924 .0000 08/01/00 00
5300885 .0000 07/01/30 0
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3825859 14.1920 52,500.00 100
DEVER THOMAS 14.1920 52,443.51 ZZ
13.6920 630.04 1
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PRINCETON IN 47670 .0000 05/25/00 75,000.00
0432295301 .0000 07/01/00 00
5300900 .0000 06/01/30 0
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3825860 12.5910 57,700.00 100
DELEON ENEDINO 12.5910 57,641.24 ZZ
12.0910 619.88 1
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HOLLAND OH 43528 .0000 07/10/00 75,000.00
0432294957 .0000 09/01/00 00
5300923 .0000 08/01/30 0
0 .0000 00/00/00 00/00/00
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3825863 15.3070 43,600.00 100
BROWN ANNIE 15.3070 43,557.33 ZZ
14.8070 562.02 1
.0000 562.02 90
SHREVEPORT LA 71108 .0000 04/19/00 48,500.00
1
0432295319 .0000 06/01/00 23
5301015 .0000 05/01/30 0
0 .0000 00/00/00 00/00/00
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3825864 12.1700 94,400.00 100
BATTLE CHESTER 12.1700 94,184.40 ZZ
11.6700 983.38 1
.0000 983.38 90
CLEVELAND HEIG OH 44112 .0000 03/27/00 105,000.00
0432295327 .0000 05/01/00 23
5301021 .0000 04/01/30 0
0 .0000 00/00/00 00/00/00
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3825866 13.3170 51,800.00 100
PRICE JOSEPH 13.3170 51,714.25 ZZ
12.8170 585.87 1
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DUNKIRK NY 14048 .0000 05/08/00 65,000.00
0432295335 .0000 07/01/00 00
5301102 .0000 06/01/30 0
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3825868 14.4670 53,100.00 100
LEWIS CHIZANNA 14.4670 53,037.03 ZZ
1
13.9670 648.84 1
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GULFPORT MS 39507 .0000 04/14/00 66,500.00
0432295343 .0000 06/01/00 00
5301158 .0000 05/01/30 0
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3825873 14.8000 39,500.00 100
MAGEE DELORES 14.8000 39,126.60 ZZ
14.3000 547.44 1
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TYLERTOWN MS 39667 .0000 05/24/00 46,500.00
0432295350 .0000 07/01/00 23
5301369 .0000 06/01/15 0
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3825876 10.0000 59,800.00 100
HARRIGER GARY 10.0000 59,589.65 ZZ
9.5000 524.79 3
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CHEEKTOWAGA NY 14206 .0000 06/23/00 75,000.00
0432294973 .0000 08/01/00 00
5301397 .0000 07/01/30 0
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3825877 10.0000 133,900.00 100
GLOWCZYNSKI JOSEPH 10.0000 133,660.07 ZZ
9.5000 1,175.07 1
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CLINTON TOWNSH MI 48035 .0000 07/27/00 136,500.00
0432294981 .0000 09/01/00 10
5301472 .0000 08/01/30 30
0 .0000 00/00/00 00/00/00
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3825881 12.7250 30,500.00 100
DERIEG DANNY 12.7250 30,327.26 ZZ
12.2250 380.40 1
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EL RENO OK 73036 .0000 08/21/00 34,000.00
0432296002 .0000 10/01/00 23
5304291 .0000 09/01/15 0
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3825882 10.5000 115,200.00 100
ALEXANDER ANTHONY 10.5000 114,458.93 ZZ
10.0000 1,053.78 4
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DECATUR GA 30032 .0000 02/01/00 128,000.00
0432294999 .0000 03/01/00 04
5747555 .0000 02/01/30 25
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3825883 10.6250 76,500.00 100
RANGEL MICHAELA 10.6250 76,040.68 ZZ
10.1250 706.93 1
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SUN VALLEY NV 89433 .0000 02/08/00 102,000.00
0432295004 .0000 04/01/00 00
5751623 .0000 03/01/30 0
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3826203 8.5000 77,610.00 100
FREEMAN ROBERT 8.5000 77,273.83 ZZ
8.0000 596.75 1
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CHATHAM VA 24531 .0000 04/12/00 81,700.00
0432307072 .0000 06/01/00 10
23937030 .0000 05/01/30 30
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3826204 10.6900 72,000.00 100
BANKER ROBERT 10.6900 70,654.69 ZZ
10.1900 804.39 1
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COVINGTON VA 24426 .0000 04/24/00 72,000.00
0432303220 .0000 05/28/00 23
23981010 .0000 04/28/15 0
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3826209 12.3000 161,500.00 100
CANNON RALPH 12.3000 161,233.91 ZZ
12.0500 1,698.60 2
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BORO OF BROOKL NY 11225 .0000 05/24/00 190,000.00
0432296044 .0000 07/01/00 23
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3826210 11.6250 200,000.00 100
MCCLYMONT RAMSFORD 11.6250 199,617.78 ZZ
11.3750 1,999.68 2
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QUEENS NY 11369 .0000 05/23/00 250,000.00
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FRASER KWESI 11.8000 153,765.08 ZZ
11.5500 1,560.40 1
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BROOKLYN NY 11203 .0000 06/06/00 220,000.00
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RICH NORMAN 11.1750 165,400.64 ZZ
10.9250 1,600.43 1
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BRONX NY 10463 .0000 05/23/00 221,000.00
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VESPREY ELIZABETH 12.0250 280,757.63 ZZ
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BROOKLYN NY 11238 .0000 05/23/00 375,000.00
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3826222 11.7000 29,400.00 100
PHILLIPS REBECCA 11.7000 28,730.69 ZZ
11.2000 347.20 1
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DETROIT MI 48209 .0000 04/28/00 50,000.00
1
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3826225 12.4000 109,000.00 100
DYNOWSKI KATHLEEN 12.4000 108,824.36 ZZ
11.9000 1,154.86 1
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STREETSBORO OH 44241 .0000 05/26/00 109,000.00
0432302966 .0000 07/01/00 23
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3826229 12.1000 112,500.00 100
TIBAI KATHLEEN 12.1000 112,272.80 ZZ
11.6000 1,165.86 1
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HOLLAND OH 43528 .0000 05/30/00 112,500.00
0432306660 .0000 06/30/00 23
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3826233 10.9500 113,000.00 100
SMITH MONICA 10.9500 112,668.05 ZZ
1
10.4500 1,071.86 1
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LITHONIA GA 30058 .0000 06/02/00 113,000.00
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3826234 11.2000 64,000.00 100
JONES SHANE 11.2000 63,795.88 ZZ
10.7000 619.18 1
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ANDREWS IN 46702 .0000 03/15/00 80,000.00
0432306611 .0000 04/20/00 00
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M0010377 .0000 07/01/15 0
0 .0000 00/00/00 00/00/00
E63/U56 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
1
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 1 00 00/00/00
.0000 05 0 00/00/00
O .0000
4043505 10.5000 136,000.00 100
XXXXXX XXXXXXX 10.5000 135,459.30 ZZ
10.0000 1,244.05 1
.0000 1,244.05 80
XXXXX XX 00000 .0000 06/23/00 170,000.00
0432434405 .0000 08/01/00 00
M0010820 .0000 07/01/30 0
0 .0000 00/00/00 00/00/00
E63/U56 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
360 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4043506 10.9900 105,300.00 100
XXXXX XXXXX 10.9900 105,068.74 ZZ
10.4900 1,002.01 1
.0000 1,002.01 90
XXXXXXXXXXXX XX 00000 .0000 05/19/00 117,000.00
0432434488 .0000 07/01/00 23
M0010837 .0000 06/01/15 0
0 .0000 00/00/00 00/00/00
E63/U56 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
180 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
4043507 11.5000 34,400.00 100
XXXXXXX XXXXX 11.5000 34,343.92 ZZ
11.0000 340.67 1
.0000 340.67 80
XXXXXXXXX XX 00000 .0000 06/01/00 43,000.00
0432434363 .0000 08/01/00 00
M0012136 .0000 07/01/30 0
0 .0000 00/00/00 00/00/00
1
E63/U56 .0000 00/00/00 00/00/00
0 .0000 .0000 .0000
F .0000 0 0
360 0 .0000 .0000
.0000 X X .0000
.0000 X X .0000
.0000 5 00 00/00/00
.0000 05 0 00/00/00
O .0000
TOTAL NUMBER OF LOANS : 1,209
TOTAL ORIGINAL BALANCE : 170,230,341.43
TOTAL PRINCIPAL BALANCE : 159,525,455.66
TOTAL ORIGINAL P+I : 1,520,627.43
TOTAL CURRENT P+I : 1,521,949.22
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below. Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan pursuant to 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 Date
--------------------
Title
G-1
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
) :ss.
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is a Director of _________________ (record or
beneficial owner of the Mortgage Asset-Backed Pass-Through Certificates, Series
2000-RS4, Class R-I and Class R-II (together, the "Class R Certificates"), (the
"Owner"), a corporation duly organized and existing under the laws of the State
of Delaware, on behalf of which he/she makes this affidavit and agreement.
2. That the Owner (i) is not and will not be, as of December ___,
2000, a "disqualified organization" within the meaning of Section 860E(e)(5) of
the Internal Revenue Code of 1986, as amended (the "Code") or an "electing large
partnership" within the meaning of Section 775 of the Code, (ii) will endeavor
to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership 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 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 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, 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 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.
H-1-1
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates 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. 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.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(g) 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(g) 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(g)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. 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 Residual Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. 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.
10. 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.
11. 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
Certificates that the Owner intends to pay taxes associated with holding such
Class R Certificates as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificates.
12. 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.
H-1-2
13. The Owner is a citizen or resident of the United States, a
corporation, partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) 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 regulations), provided that with respect to any partnership or other
entity treated as a partnership for United States federal income tax purposes,
all persons that own an interest in such partnership either directly or through
any entity that is not a corporation for United States federal income tax
purposes are required by the applicable operative agreement to be United States
Persons, an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the
United States, or a trust other than a "foreign trust" as defined in Section
7701(a)(31) of the Code;
14. The Purchaser hereby certifies, represents and warrants to,
and covenants with the Depositor, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Xxxxx plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The Owner will provide the Trustee, the Depositor and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Depositor and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Depositor or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants
to, and covenants with, the Depositor, the Trustee and the Master Servicer that
the Owner 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.
H-1-3
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
a [Title of Officer] and its corporate seal to be hereunto attached, attested by
a [Assistant] Secretary, this _____ day of _________, 20___.
[NAME OF OWNER]
By:_________________________
Name: [Name of Officer]
Title: [Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proven to me to be the same person who executed the foregoing
instrument and to be a [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ______ day of _________,
20___.
NOTARY PUBLIC
COUNTY OF STATE OF My Commission
expires the _____ day of
____________, 19____.
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
---------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RS4,
Class R-I and Class R-II
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 Asset-Backed
Pass-Through Certificates, Series 2000-RS4, Class R-I and Class R-II (the "Class
R Certificates"), pursuant to Section 5.02 of the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2000,
among Residential Asset Mortgage Products, Inc., as depositor (the "Depositor"),
Residential Funding Corporation, as master servicer and Bank One, National
Association, as trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit H-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income
H-2-1
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:
------------------------------
H-2-2
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
-------------------, ------
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS4, [Class R-I and R-II]
[Class SB-I and SB-II]
Ladies and Gentlemen:
_________________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $___________ Initial Certificate Principal Balance
of Mortgage Asset-Backed Pass- Through Certificates, Series 2000-RS4, [Class R-I
and R-II][Class SB-I and SB-II] (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2000 among Residential Asset Mortgage Products, Inc., as
seller (the "Depositor"), Residential Funding Corporation, as master servicer
and Bank One, National Association, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Depositor and the Trustee that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Depositor is not required to so register
or qualify the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the provisions of
the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend
to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
I-1
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 ________________, ____, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement
and [b] [c] such other information concerning the Certificates,
the Mortgage Loans and the Depositor as has been requested by the
Purchaser from the Depositor or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser
has had any questions arising from such review answered by the
Depositor or the Seller to the satisfaction of the Purchaser. [If
the Purchaser did not purchase the Certificates from the Seller
in connection with the initial distribution of the Certificates
and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Depositor, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Depositor solely
for use in connection with the Original Sale and the Depositor
did not participate in or facilitate in any way the purchase of
the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and not
to the Depositor with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a)
error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized
or will it authorize any person to (a) offer, pledge, sell,
dispose of or otherwise transfer any Certificate, any interest in
any Certificate or any other similar security to any person in
any manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in
any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
I-2
Very truly yours,
(Seller)
By:
--------------
Name:
--------------
Title:
--------------
I-3
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
----------------, -----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Series 2000-RS4
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS4, [Class R-I and R-II]
[Class SB-I and SB-II]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to
______________ (the "Purchaser") of $____________ Initial Certificate Principal
Balance of Mortgage Asset-Backed Pass-Through Certificates, Series 2000-RS4,
[Class R-I and R-II][Class SB-I and SB-II] (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 2000 among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and Bank One, National Association, as trustee (the "Trustee"). The
Seller hereby certifies, represents and warrants to, and covenants with, the
Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing sentence with respect to
any Certificate. The Seller has not and will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
J-1
Very truly yours,
(Seller)
By:
--------------
Name:
--------------
Title:
--------------
J-2
EXHIBIT K
Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(c) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(c), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c).
(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 R 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 R Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(c);
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 R
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 R 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 R 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
K-1
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 R
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 R Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Depositor obtains an
Opinion of Counsel (which need not be an opinion of Independent counsel) to the
effect that obtaining such substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar instrument or reserve fund will
not cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Depositor obtains
written confirmation from each nationally recognized credit rating agency that
rated the Class R Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class R Certificates below the
lesser of (a) the then-current rating assigned to the Class R Certificates by
such rating agency and (b) the original rating assigned to the Class R
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
K-2
instrument constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall reasonably
request. Neither the Depositor, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XI may be amended in any manner; in each case by
written instrument executed or consented to by the Depositor and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Depositor shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class R Certificates at the request of the
Depositor to the effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class R Certificates below the lesser of (a)
the then-current rating assigned to the Class R Certificates by such rating
agency and (b) the original rating assigned to the Class R Certificates by such
rating agency, unless (A) the Holder of 100% of the Class R Certificates is
Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Depositor obtains, 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.
K-3
EXHIBIT L
FORM OF LIMITED GUARANTY
LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Mortgage Asset-Backed Pass-Through Certificates
Series 2000-RS4
____________________, 20___
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of December 1, 2000 (the "Servicing Agreement"), among
Residential Asset Mortgage Products, Inc. (the "Depositor"), Residential Funding
and Bank One, National Association (the "Trustee") as amended by Amendment No. 1
thereto, dated as of _________, with respect to the Mortgage Asset-Backed
Pass-Through Certificates, Series 2000-RS4 (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 R
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect
to the ability of Residential Funding to secure sufficient funds and faithfully
to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained
and certain other good and valuable consideration, the receipt of which is
hereby acknowledged, GMAC agrees as follows:
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
L-1
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 11.01 of
the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Depositor and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
L-2
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:
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:___________________
Name:________________
Title:_________________
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.
By:___________________
Name:________________
Title:_________________
L-3
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
----------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
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 3.12(d) of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of December 1, 2000, among Residential Asset Mortgage Products, Inc., as
depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior
to such proposed assignment; and
(iv) such assignment is at the request of the borrower under
the related Mortgage Loan.
M-1
Very truly yours,
(Lender)
By:
---------------
Name:
---------------
Title:
---------------
M-2
EXHIBIT N
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
=========================================
=========================================
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the undersigned
buyer (the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 0000 Xxx.
2. The Buyer warrants and represents to and covenants with the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of December 1, 2000 among
Residential Funding Corporation, as Master Servicer, Residential Asset Mortgage
Products, Inc., as Depositor and Bank One, National Association, as trustee,
pursuant to Section 5.02 of the Agreement, 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
N-1
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. Reserved]
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.
N-2
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:__________________
N-3
ANNEX 1 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $____________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked below.
____ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
____ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking and
is supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
____ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
____ Broker-Dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.
____ Insurance Depositor. 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.
N-4
____ 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 Depositor. 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.
N-5
____ ____ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
-----------------------------
Print Name of Buyer
By: ___________________
Name:
Title:
Date: ______________________
N-6
ANNEX 2 TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
The Buyer is part of a Family of Investment Companies which owned in
the aggregate $_________________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each
of the parties to which this certification is made are relying and will continue
to rely on the statements made herein because one or more sales to the Buyer
will be in reliance on Rule 144A. In addition, the Buyer will only purchase for
the Buyer's own account.
N-7
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
---------------------
Print Name of Buyer
By:__________________
Name:
Title:
IF AN ADVISER:
------------------------
Print Name of Buyer
Date: __________________
N-8
EXHIBIT O
HIGH COST LOANS
To be provided upon request.
O-1
EXHIBIT P
FORM OF ERISA LETTER
--------------, ----
Residential Asset Mortgage Products, Inc.
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Bank One, National Association
1 Bank Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000-0000
Residential Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2000-RS4
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 2000-RS4 [Class SB-__]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase
from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
2000-RS4, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2000 among Residential Asset Mortgage Products, Inc., as the company
(the "Depositor"), Residential Funding Corporation, as master servicer (the
"Master Servicer") and Bank One, National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, the Depositor, the
Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit or
other plan subject to the prohibited transaction provisions of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee
of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan
P-1
within the meaning of the Department of Labor ("DOL") regulation
at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser has provided the Trustee, the
Depositor and the Master Servicer with an opinion of counsel
acceptable to and in form and substance satisfactory to the
Trustee, the Depositor and the Master Servicer to the effect that
the purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not
subject the Trustee, the Depositor or the Master Servicer to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Depositor, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
(Purchaser)
By:________________________
Name:
----------------------
Title:
---------------------
P-2
EXHIBIT Q
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy No. AB0425BE December 27, 2000
issued to:
Bank One, National Association, as Trustee on behalf of, and for the benefit of
the Holders of, the Mortgage Asset- Backed Pass-Through Certificates, Series
2000-RS4, Class A Certificates, as Issued pursuant to the Agreement
For all purposes of this Policy, the following terms shall have the following
meanings:
"Agreement" shall mean the Pooling and Servicing Agreement, dated as of
December 1, 2000, among Residential Asset Mortgage Products, Inc., as Depositor,
Residential Funding Corporation, as Master Servicer, and the Trustee, as
Trustee, without regard to any amendment or supplement thereto unless such
amendment or supplement has been approved in writing by the Insurer.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement or the Insurer is
located are authorized or obligated by law or executive order to close.
"Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the Certificate Account to pay interest at the Pass-Through Rate for the
related Interest Accrual Period on the Certificate Principal Balance of the
related Class A Certificates at the then applicable Pass-Through Rate, net of
any interest shortfalls relating to Deferred Interest, the Relief Act and any
Prepayment Interest Shortfalls allocated to the related Class A Certificates,
(ii) the principal portion of any Realized Losses allocated to the related Class
A Certificates with respect to such Distribution Date and (iii) the Certificate
Principal Balance of the Class A Certificates to the extent unpaid on the Final
Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of the Agreement. The Deficiency Amount does not include any Basis Risk
Shortfalls.
"Due for Payment" shall mean, with respect to any Insured Amounts, such
amount that is due and payable under the Agreement on the related Distribution
Date.
"Final Distribution Date" shall mean the Distribution Date in December
2032.
Q-1
"First Distribution Date" shall mean January 25, 2001.
"Holder" shall mean any person who is the registered owner or beneficial
owner of any of the Class A Certificates and who, on the applicable Distribution
Date, is entitled under the terms of the Class A Certificates to payment
thereunder.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time), dated as of
December 27, 2000, by and among the Insurer, Residential Funding Corporation, as
Seller of the Mortgage Loans to the Depositor and as Master Servicer, the
Depositor and Bank One, National Association, as Trustee.
"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.
"Insured Amounts" shall mean, with respect to any Distribution Date, the
Deficiency Amount for such Distribution Date.
"Insured Obligations" shall mean the Class A Certificates.
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate (any change in such rate of interest to
be effective on the date such change is announced by Citibank, N.A.), and (ii)
the then applicable highest rate of interest on the Class A Certificates and (b)
the maximum rate permissible under applicable usury or similar laws limiting
interest rates. The Late Payment Rate shall be computed on the basis of the
actual number of days elapsed over a year of 360 days for any Distribution Date.
"Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount which is Due for Payment but has not been and will not be paid in
respect of such Distribution Date pursuant to the Agreement.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail from the Trustee specifying the Insured Amount which shall be due
and owing on the applicable Distribution Date.
"Premium Percentage" shall have the meaning set forth in the Insurance
Agreement.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such
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Distribution Date pursuant to Section 4.02 of the Agreement, plus (ii) interest
accrued thereon, calculated at the Late Payment Rate from the date the Trustee
received the related Insured Payments, and (y) (i) any other amounts then due
and owing to the Insurer under the Insurance Agreement, but for which the
Insurer has not been reimbursed prior to such Distribution Date pursuant to
Section 4.02 of the Agreement, plus (ii) interest on such amounts at the Late
Payment Rate.
"Trustee" shall mean Bank One, National Association, or any successor
thereto under the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement as of the date of execution of the
Policy, without giving effect to any subsequent amendment to or modification of
the Agreement unless such amendment or modification has been approved in writing
by the Insurer.
The Insurer hereby agrees that if, as of any Distribution Date, it has
become subrogated to the rights of Holders by virtue of a previous payment under
this Policy, no recovery of such payment will occur unless the full amount of
the Holders' allocable distributions for such Distribution Date can be made. In
so doing, the Insurer does not waive its rights to seek full payment of all
Reimbursement Amounts owed to it under the Agreement.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount is due or the Business
Day following receipt in New York, New York on a Business Day by the Insurer of
a Notice; provided that, if such Notice is received after 12:00 noon, New York
City time, on such Business Day, it will be deemed to be received on the
following Business Day. If any such Notice is not in proper form or is otherwise
insufficient for the purpose of making claim under the Policy, it shall be
deemed not to have been received for purposes of this paragraph, and the Insurer
shall promptly so advise the Trustee and the Trustee may submit an amended
Notice.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A Premium will be payable on this Policy on each Distribution Date as
provided in the Agreement, beginning with the First Distribution Date, in an
amount equal to the sum of (a) 1/12th of the product of (i) the Premium
Percentage applicable to the Class A-I Certificates and (ii) the aggregate
Certificate Principal Balance of the Class A-I Certificates on the prior
Distribution Date (after giving effect to any distributions to be made on such
Distribution Date) and (b) 1/12th of the product of (i) the Premium Percentage
applicable to the Class A-II Certificates and (ii) the aggregate Certificate
Principal Balance of the Class A-II Certificates on the prior Distribution Date
(after giving effect to any distributions to be made on such Distribution Date);
provided that on the First Distribution Date, the premium will be equal to the
sum of (a) 1/12th of the product of the (i) Premium Percentage applicable to the
Class A-I Certificates and (ii) aggregate Certificate Principal Balance of the
Class A-I Certificates as of the Cut-off Date and (b) 1/12th of the product of
the (i) Premium Percentage applicable to the Class A-II Certificates and (ii)
aggregate Certificate Principal Balance of the Class A-II Certificates as of the
Cut-off Date.
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The Policy to which this Endorsement is attached and of which it forms a
part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of the
Insurer. This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust Fund, any REMIC or the Trustee for withholding taxes, if
any (including interest and penalties in respect of any such liability).
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).
IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the
Policy to be signed by its duly authorized officers.
First Vice President Assistant Secretary
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EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0425BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date:
AMBAC ASSURANCE CORPORATION
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No. AB0425BE
(the "Policy") issued by Ambac Assurance Corporation ("Ambac"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Class A
Certificates.
2. The relevant Distribution Date or Final Distribution Date is
[date].
3. Payment on the Class A Certificates in respect of the
Distribution Date is due to be received on
_______________________________ under the Agreement, in an amount
equal to $_________________.
[3. The amount to be paid to the Holders of the Class A Certificates
on the Final Distribution Date is $__________________.]
4. There is a Deficiency Amount of $___________________ in respect
of the Class A Certificates, which amount is an Insured Amount
pursuant to the terms of the Agreement.
5. The sum of $ _________________ is the Insured Amount that is Due
for Payment.
6. The Trustee has not heretofore made a demand for the Insured
Amount in respect of the Distribution Date.
7. The Trustee hereby requests the payment of the Insured Amount
that is Due for Payment be made by Ambac under the Policy and
directs that payment under the Policy be made to the following
account by bank wire transfer of federal or other immediately
available funds in accordance with the terms of the Policy to:
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[Trustee's account number.]
8. The Trustee hereby agrees that, following receipt of the Insured
Amount from Ambac, it shall (a) hold such amounts in trust and
apply the same directly to the distribution of payment on the
Class A Certificates when due; (b) not apply such funds for any
other purpose; (c) deposit such funds to the Insurance Account
and not commingle such funds with other funds held by the Trustee
and (d) maintain an accurate record of such payments with respect
to the Class A Certificates and the corresponding claim on the
Policy and proceeds thereof.
[Name of Trustee]
By:_______________________________
Title:____________________________
(Officer)
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EXHIBIT R
LIST OF RE-PERFORMING LOANS
To be provided upon request.
