RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANK ONE, NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF NOVEMBER 1, 2001,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF JULY 1, 2001
Mortgage Pass-Through Certificates
Series 2001-S27
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions..........................................................-5-
-----------
Section 1.02 Use of Words and Phrases............................................-23-
------------------------
Section 1.03 Determination of LIBOR..............................................-23-
----------------------
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the Standard Terms)
-----------------------------------------------------------------------
...................................................................-25-
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
----------------------------------------------------------------
...................................................................-25-
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
------------------------------------------------------------------------
Company.............................................................-25-
-------
Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard
----------------------------------------------------------------------------
Terms)
------
...................................................................-27-
Section 2.05 Execution and Authentication of Certificates........................-28-
--------------------------------------------
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)
--------------------------------------------------------------
...................................................................-30-
Section 4.02 Distributions.......................................................-30-
-------------
Section 4.03 Statements to Certificateholders. (See Section 4.03(a) through (d) of the
--------------------------------------------------------------------------
Standard Terms and Exhibit Three attached hereto)...................-42-
-------------------------------------------------
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
-----------------------------------------------------------------------
Master Servicer.
...................................................................-42-
Section 4.05 Allocation of Realized Losses.......................................-44-
-----------------------------
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See
--------------------------------------------------------------------
Section 4.06 of the Standard Terms)
-----------------------------------
...................................................................-45-
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the
------------------------------------------------------------------------
Standard Terms)
...................................................................-45-
Section 4.08 [Reserved]
----------
...................................................................-45-
Section 4.09 Distributions on the Uncertificated REMIC I Regular Interests.......-45-
--------------------------------------------------------------
Section 4.10 Distributions on the Uncertificated Class A-V REMIC Regular Interests
---------------------------------------------------------------------
...................................................................-46-
Section 4.11 Reserve Fund........................................................-47-
------------
Section 4.12 Rounding Account....................................................-47-
----------------
Section 4.13 Principal Distributions on the Retail Certificates..................-48-
--------------------------------------------------
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (See Section 5.01 of the Standard Terms).........-53-
-----------------------------------------------------------
Section 5.02. Registration of Transfer and Exchange of Certificates...............-53-
------------------------------------------------------
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (See Section 5.03 of the
----------------------------------------------------------------------------
Standard Terms).....................................................-53-
---------------
Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard Terms)
----------------------------------------------------------------
...................................................................-53-
Section 5.05. Appointment of Paying Agent. (See Section 5.05 of the Standard Terms)
----------------------------------------------------------------------
...................................................................-53-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms)
----------------------------------------------------------------
...................................................................-58-
Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See
-----------------------------------------------------------------------
Section 10.02 of the Standard Terms)...............................-58-
-------------------------------------
Section 10.03 Designation of REMIC(s).............................................-58-
------------------------
Section 10.04 [Reserved]..........................................................-58-
-----------
Section 10.05 Compliance with Withholding Requirements............................-58-
-----------------------------------------
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
-----------------------------------------------------
...................................................................-59-
Section 11.02 Recordation of Agreement. Counterparts. (See Section 11.02 of the Standard
----------------------------------------------------------------------------
Terms)
------
...................................................................-59-
Section 11.03 Limitation on Rights of Certificateholders. (See Section 11.03 of the
----------------------------------------------------------------------
Standard Terms)
...................................................................-59-
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)
----------------------------------------------------------
...................................................................-59-
Section 11.05 Notices.............................................................-59-
-------
Section 11.06 Required Notices to Rating Agency and Subservicer.
--------------------------------------------------
...................................................................-60-
Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)
---------------------------------------------------------------------
...................................................................-61-
Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the
------------------------------------------------------------------------
Standard Terms)
...................................................................-61-
Section 11.09 Allocation of Voting Rights.........................................-61-
---------------------------
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section
12.01.Rights of the Certificate Insurer to Exercise Rights of Insured
Certificateholders..................................................-62-
------------------
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate Insurance Account...-62-
-----------------------------------------------------------------
Section 12.03.Effect of Payments by the Certificate Insurer; Subrogations.........-63-
-----------------------------------------------------------
Section 12.04.Notices and Information to the Certificate Insurer..................-64-
--------------------------------------------------
Section 12.05.Trustee to Hold Certificate Policy..................................-64-
----------------------------------
Section 12.06.Ratings.............................................................-64-
-------
Section 12.07.Third Party Beneficiaries...........................................-64-
-------------------------
EXHIBITS
Exhibit One: Mortgage Loan Schedule
Exhibit Two: Schedule of Discount Fractions
Exhibit Three: Information to be Included in
Monthly Distribution Date Statement
Exhibit Four: Standard Terms of Pooling and Servicing
Agreement dated as of July 1, 2001
Exhibit Five: Certificate Policy of MBIA Insurance Corporation
Exhibit Six: Planned Principal Balances
Exhibit Seven: Targeted Principal Balances
This is a Series Supplement, dated as of November 1, 2001 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as
of July 1, 2001 and attached as Exhibit Four hereto (the "Standard Terms" and,
together with this Series Supplement, the "Pooling and Servicing Agreement" or
"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL
ASSOCIATION, as Trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT
The Company intends to sell Mortgage Pass-Through Certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund. As provided herein, the REMIC Administrator will make an
election to treat the entire segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Reserve Fund and the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as the "REMIC I." The Uncertificated REMIC I Regular Interests will
be "regular interests" in REMIC I and the Class R-I Certificates will be the
sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein). A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and
the REMIC Administrator will make a separate REMIC election with respect
thereto. The Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates, Class A-9
Certificates, Class A-10 Certificates, Class A-11 Certificates, Class A-P
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates and the Uncertificated Class A-V REMIC Regular Interests will be
"regular interests" in REMIC II and the Class R-II Certificates will be the sole
class of "residual interests" therein for purposes of the REMIC Provisions. The
Class A-V Certificates will represent the entire beneficial ownership interest
in the Uncertificated Class A-V REMIC Regular Interests.
The terms and provisions of the Standard Terms are hereby incorporated
by reference herein as though set forth in full herein. If any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Standard Terms, the terms and provisions of this Series
Supplement shall govern. Any cross-reference to a section of the Pooling and
Servicing Agreement, to the extent the terms of the Standard Terms and Series
Supplement conflict with respect to that section, shall be a cross-reference to
the related section of the Series Supplement. All capitalized terms not
otherwise defined herein shall have the meanings set forth in the Standard
Terms. The Pooling and Servicing Agreement shall be dated as of the date of the
Series Supplement.
The following table irrevocably sets forth the designation, the
Uncertificated REMIC I Pass- Through Rate, the initial Uncertificated Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
Uncertificated REMIC I Regular Interests. None of the Uncertificated REMIC I
Regular Interests will be certificated.
-1-
UNCERTIFICATED INITIAL UNCERTIFICATED LATEST
-REMIC-I-PASS PRINCIPAL-BALANCE POSSIBLE-MATURITY(1)
DESIGNATION THROUGH RATE
REMIC I Regular Interest 5.00% $ 62,179,429.00 November 25, 2031
S%
REMIC I Regular Interest 8.50% $ 49,134,571.00 November 25, 2031
T%
REMIC I Regular Interest 6.25% $ 20,000,000.00 November 25, 2031
V%
REMIC I Regular Interest 6.50% $ 25,000,000.00 November 25, 2031
W%
REMIC I Regular Interest 6.50% $ 27,754,095.06 November 25, 2031
X%
REMIC I Regular Interest 6.50% $ 74,000,000.00 November 25, 2031
Y%
REMIC I Regular Interest 0.00% $ 694,099.65 November 25, 2031
Z Variable (2)
REMIC I Variable (2) N/A(3) November 25, 2031
IO Regular Interests
R-1 6.50% $ 100.00 November 25, 2031
-------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as
the "latest possible maturity date" for each REMIC I Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated
Pass-Through Rate" herein.
(3) The Uncertificated REMIC I IO Regular Interests have no Uncertificated
Principal Balance.
-2-
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
AGGREGATE
INITIAL
PASS- CERTIFICATE
THROUGH PRINCIPAL MATURITY MINIMUM
DESIGNATION RATE BALANCE FEATURES1 DATE S&P/FITCH DENOMINATIONS2
Class A-1 5.00% $ 4,024,000.00 Senior/PAC November 25, 2031 AAA/AAA $25,000
Adjustable
Class A-2 Rate $49,134,571.00 Senior/PAC/Floater November 25, 2031 AAA/AAA $25,000
Adjustable Senior/Inverse Floater/
Class A-3 Rate $ 0.00 Interest Only November 25, 2031 AAA/AAA $25,000
Class A-4 5.00% $58,155,429.00 Senior/PAC November 25, 2031 AAA/AAA $25,000
Class A-5 6.25% $20,000,000.00 Senior/PAC November 25, 2031 AAA/AAA $25,000
Senior/Component/Retail
Class A-6 6.20% $25,000,000.00 Insured November 25, 2031 AAA/AAA3 $1,000
Senior/Accrual/Accretion
Class A-7 6.50% $13,191,000.00 Directed/TAC November 25, 2031 AAA/AAA $25,000
Senior/Accrual/Accretion
Class A-8 6.50% $ 6,800,000.00 Directed November 25, 2031 AAA/AAA $25,000
Senior/Insured/Accretion
Class A-9 6.40% $74,000,000.00 Directed/TAC November 25, 2031 AAA/AAA3 $25,000
Class A-10 6.50% $ 0.00 Senior/Interest Only November 25, 2031 AAA/AAA $25,000
Class A-11 6.50% Senior/Interest Only November 25, 2031 AAA/AAA $25,000
Senior/Principal
Class A-P 0.00% $ 694,099.65 Only November 25, 2031 AAA/AAA $25,000
Class A-V Variable Rate$ 0.00 Senior/Variable Strip November 25, 2031 AAA/AAA 20%
Class R-I 6.50% $ 100.00 Senior/Residual November 25, 2031 AAA/AAA 20%
Class R-II 6.50% $ 100.00 Senior/Residual November 25, 2031 AAA/AAA 20%
Class M-1 6.50% $ 3,881,500.00 Mezzanine November 25, 2031 NA/AA $25,000
--------
1 The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11 and Class M Certificates
shall be Book-Entry Certificates. The Class A-P, Class A-V, Class R and
Class B Certificates shall be delivered to the holders thereof in physical
form.
2 The Certificates, other than the Class A-V and Class R Certificates, shall
be issuable in minimum dollar denominations as indicated above (by
Certificate Principal Balance or Notional Amount, as applicable) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of any of the Class A-P and Class B Certificates that
contains an uneven multiple of $1,000 shall be issued in a denomination
equal to the sum of the related minimum denomination set forth above and
such uneven multiple for such Class or the sum of such denomination and an
integral multiple of $1,000. The Class R Certificates and Class A-V
Certificates shall be issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however, that one Class R Certificate
will be issuable to Residential Funding as "tax matters person" pursuant to
Section 10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
3 The ratings on the Class A-6 Certificates and Class A-9 Certificates have
been determined without regard to the Certificate Policy issued by the
Certificate Insurer.
-3-
Class M-2 6.50% $ 1,552,600.00 Mezzanine November 25, 2031 NA/A $250,000
Class M-3 6.50% $ 905,600.00 Mezzanine November 25, 2031 NA/BBB $250,000
Class B-1 6.50% $ 517,600.00 Subordinate November 25, 2031 NA/BB $250,000
Class B-2 6.50% $ 388,100.00 Subordinate November 25, 2031 NA/B $250,000
Class B-3 6.50% $ 517,595.06 Subordinate November 25, 2031 NA $250,000
The Mortgage Loans have an aggregate principal balance as of the Cut-off
Date of $258,762,294.71.
The Class A-6 Certificates are comprised of two components, each having the
following designations, Pass-Through Rates, initial principal amounts and
features:
INITIAL COMPONENT PASS-THROUGH RATE DESIGNATIONS
PRINCIPAL BALANCE
Class A-6-1 Component $ 8,100,000.00 6.20% Senior/Fixed Rate
Class A-6-2 Component $ 16,900,000.00 6.20% Senior/Companion/ Fixed
Rate
The components of the Class A-6 Certificates are not separately
transferable.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
-4-
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed Certificates: Any one of the Class A-7 Certificates,
Class A-8 Certificates or Class A-9 Certificates.
Accretion Directed TAC Certificates: Any one of the Class A-7 Certificates
or Class A-9 Certificates.
Accretion Termination Date: The earlier to occur of (i) the Distribution
Date on which the Certificate Principal Balances of the Class A-7, Class A-8 and
Class A-9 Certificates have been reduced to zero and (ii) the Credit Support
Depletion Date.
Accrual Certificates: The Class A-7 and Class A-8 Certificates.
Accrual Distribution Amount: With respect to each Distribution Date
prior to the Accretion Termination Date, an amount equal to the aggregate amount
of Accrued Certificate Interest on the Class A-7 Certificates and Class A-8
Certificates, for such date, to the extent added to the amount thereof pursuant
to Section 4.02(f); provided that, with respect to each Distribution Date on or
after the Accretion Termination Date, the Accrued Certificate Interest on the
Class A-7 Certificates or Class A-8 Certificates for such date remaining after
reduction of the Certificate Principal Balances of the Class A-7, Class A-8 and
Class A-9 Certificates to zero will be payable to the Class A-7
Certificateholders or Class A-8 Certificateholders, as the case may be, pursuant
to Section 4.02(a)(i) hereof on the Accretion Termination Date; and provided
further, that if the Accretion Termination Date is the Credit Support Depletion
Date, the entire amount of Accrued Certificate Interest on the Class A-7
Certificates and Class A-8 Certificates for that date will be payable as
interest to the Class A-7 Certificateholders and Class A-8 Certificateholders,
respectively, pursuant to Section 4.02(a)(i) hereof.
Accrued Certificate Interest: With respect to each Distribution Date,
(a) in the case of each Class of Certificates (other than the Interest Only
Certificates and Principal Only Certificates), interest accrued during the
related Interest Accrual Period on the Certificate Principal Balance of the
Certificates of that Class immediately prior to such Distribution Date at the
related Pass-Through Rate and (b) as to the Interest Only Certificates, interest
accrued during the related Interest Accrual Period at the related Pass-Through
Rate on the Notional Amount thereof immediately prior to such Distribution Date.
Accrued Certificate Interest will be calculated on the basis of a 360-day year,
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class or Subclass of Certificates will be reduced by the amount of:
-5-
(i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by the Master Servicer with a payment of
Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans which remained unreimbursed following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property or (B)
made with respect to delinquencies that were ultimately
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Relief Act, as amended, or similar legislation or
regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the Holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Adjustable Rate Certificates: Any one of the Class A-2 Certificates or
Class A-3 Certificates.
Aggregate Planned Principal Balance: With respect to the PAC
Certificates and each Distribution Date, the amount set forth for such Classes
on such Distribution Date on Exhibit Six hereto.
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05 of
this Series Supplement. As of any date of determination on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of
-6-
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary (other than Additional Collateral
Loans, if any) having a Loan-to-Value Ratio at origination which
exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the product of (x) an amount equal
to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool (other
than Additional Collateral Loans, if any) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average
(based on the principal balance of the Mortgage Loans as of the
Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to maturity,
in months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000, over (2) the aggregate
amount of Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Insured Certificates)
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Certificate: Any Class A, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01 of the Standard Terms, which shall be
entitled "Bank One, National Association, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S27" and which must be an Eligible
Account.
Certificate Insurance Account: The account established pursuant to Section
12.02(b) of this Series Supplement.
-7-
Certificate Insurance Payment: Any payment made by the Certificate Insurer
with respect to any Insured Certificates under the Certificate Policy.
Certificate Insurer: MBIA Insurance Corporation, a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto, issuer of the Certificate Policy.
Certificate Insurer Default: The existence and continuance of a failure
by the Certificate Insurer to make a payment required under the Certificate
Policy in accordance with its terms.
Certificate Policy: The certificate guaranty insurance policy No. 36827
issued by the Certificate Insurer for the benefit of the Holders of any Insured
Certificates, including any endorsements thereto, attached hereto as Exhibit
Five.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, however, that solely for
purposes of determining the Certificate Insurer's rights as
subrogee to the Insured Certificateholders, the Certificate
Principal Balance of any Insured Certificate shall be deemed to
not be reduced by any principal amounts paid to the Holder
thereof from Certificate Insurance Payments, unless such amounts
have been reimbursed to the Certificate Insurer pursuant to
Section 4.02(a)(xvi) or Section 4.02(g);
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding (not taking into consideration any reductions
in the Certificate Principal Balance of the Retail Certificates due to a
withdrawal of funds from the Rounding Account).
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-P or Class A-V
-8-
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A.
Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in each REMIC for
purposes of the REMIC Provisions.
Closing Date: November 29, 2001.
Commitment Letter: The commitment to issue a financial guaranty
insurance policy, dated November 28, 2001, between the Senior Underwriter and
the Certificate Insurer.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at 0 Xxxx Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0126, Attention: Residential Funding Corporation Series 2001-S27.
Corresponding Certificated Interests: With respect to Uncertificated
REMIC I Regular Interest S, the Class A-1 and Class A-4 Certificates; with
respect to Uncertificated REMIC I Regular Interest T, the Class A-2
Certificates; with respect to Uncertificated REMIC I Regular Interest V, the
Class A-5 Certificates; with respect to Uncertificated REMIC I Regular Interest
W, the Class A-6 Certificates; with respect to Uncertificated REMIC I Regular
Interest X, the Class A-7, Class A-8, Class R-II, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates; with respect to
Uncertificated REMIC I Regular Interest Y, the Class A-9 Certificates; with
respect to Uncertificated REMIC I Regular Interest Z, the Class A-P
Certificates; and with respect to the Uncertificated REMIC I IO Regular
Interests, the Class A-V Certificates.
Cumulative Insurance Payments: As of any time of determination, the
aggregate of all Certificate Insurance Payments previously made by the
Certificate Insurer under the Certificate Policy minus the aggregate of all
payments previously made to the Certificate Insurer pursuant to Sections
4.02(a)(xvi) and 4.02(g) of this Series Supplement as reimbursement for
Certificate Insurance Payments.
Cut-off Date: November 1, 2001.
Deceased Holder: A Certificate Owner of a Retail Certificate who was a
natural person living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other person empowered to act on
behalf of a deceased Certificate Owner causes to be furnished to the Depository
Participant evidence of death satisfactory to the Depository Participant and any
tax waivers requested by the Depository Participant.
Deficiency Amount: With respect to each class of Insured Certificates and
as of any Distribution Date, an amount equal to:
-9-
(i) any interest shortfall allocated to the related Insured
Certificates, except for (a) any Prepayment Interest Shortfalls
allocated to those Insured Certificates that were not offset by the
Master Servicer and were otherwise covered by the Reserve Fund and (b)
any interest shortfalls caused by the application of the Relief Act
allocated to the Insured Certificates that were otherwise covered by the
Reserve Fund;
(ii) the principal portion of any Realized Losses allocated to the
related Insured Certificates; and
(iii) the Certificate Principal Balance of the related Insured
Certificates to the extent unpaid on the Scheduled Final Distribution
Date.
Determination Date: With respect to any Distribution Date, the second
Business Day prior to each Distribution Date.
Discount Net Mortgage Rate: 6.50% per annum.
Due Period: With respect to each Distribution Date and any Mortgage
Loan, the period commencing on the second day of the month prior to the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs.
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii) the Class A-P
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate amount of
Accrued Certificate Interest on the Class M, Class B-1 and Class B-2
Certificates.
Floater Certificates: Any one of the A-2 Certificates.
Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to:(X) prior to the first anniversary of the Cut-off Date
an amount equal to 3.00% of the aggregate principal balance of all of the
Mortgage Loans as of the Cut-off Date minus the aggregate amounts allocated
through subordination with respect to Fraud Losses up to that date of
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to 2.00% of the aggregate principal balance of all of the
Mortgage Loans as of the Cut-off Date minus the aggregate amounts allocated
through subordination with respect to Fraud Losses up to that 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 Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
principal balance of all of the Mortgage Loans as of the most recent anniversary
of the Cut-off Date minus (2) the aggregate amounts allocated through
subordination with respect to Fraud Losses since the most recent anniversary of
the Cut-off Date up to that date of determination. On and after the fifth
anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero and Fraud
Losses shall not be allocated through subordination.
-10-
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Insured Certificates)
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Individual Retail Certificate: A Retail Certificate that evidences $1,000
Initial Certificate Principal Balance.
Initial Monthly Payment Fund: $162,899, representing scheduled principal
amortization and interest at the Net Mortgage Rate during the Due Period ending
in November 2001, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment in accordance with the definition of "Trust
Fund". The Initial Monthly Payment Fund will not be part of any REMIC.
Initial Notional Amount: With respect to the Class A-3 Certificates,
$49,134,571.00. With respect to the Class A-10 Certificates, $961,538.00.
However, for federal income tax purposes, the Initial Notional Amount of the
Class A-10 Certificates will be $25,000,000.00. With respect to the Class A-11
Certificates, $455,384.00. However, for federal income tax purposes, the Initial
Notional Amount of the Class A-11 Certificates will be $74,000,000.00. With
respect to any Class A-V Certificates or Subclass thereof issued pursuant to
Section 5.01(c), the aggregate Cut-off Date Principal Balance of the Mortgage
Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests
represented by such Class or Subclass on such date.
Initial Subordinate Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class of Subordinate Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans as of the
Cut-off Date as follows:
Class M-1: 1.50% Class B-1: 0.20%
Class M-2: 0.60% Class B-2: 0.15%
Class M-3: 0.35% Class B-3: 0.20%
Insurance Premium: With respect to any Distribution Date, an amount
equal to the sum of (i) 1/12th of the product of (a) the Certificate Principal
Balance of the Class A-6 Certificates as of such Distribution Date (prior to
giving effect to any distributions thereon on such Distribution Date) and (b)
the Class A-6 Premium Percentage (as defined in the Commitment Letter) and (ii)
1/12th of the product of (a) the Certificate Principal Balance of the Class A-9
Certificates as of such Distribution Date (prior to giving effect to any
distributions thereon on such Distribution Date) and (b) the Class A-9 Premium
Percentage (as defined in the Commitment Letter).
-11-
Insured Certificates: Any one of the Class A-6 Certificates or Class A-9
Certificates.
Insured Payment: With respect to any Insured Certificates (a) as of any
Distribution Date, any Deficiency Amount, and (b) any Preference Amount.
Interest Accrual Period: With respect to any Certificates (other than
the Floater Certificates and Inverse Floater Certificates) and any Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs. With respect to the Floater Certificates and Inverse Floater
Certificates, the one-month period commencing on the 25th day of the month
preceding the month in which the distribution date occurs and ending on the 24th
day of the month in which the distribution date occurs.
Interest Only Certificates: Any one of Class A-3, Class A-10, Class A-11 or
Class A-V Certificates. The Interest Only Certificates will have no Certificate
Principal Balance.
Inverse Floater Certificates: Any one of the Class A-3 Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date and
the Floater Certificates and Inverse Floater Certificates, the second LIBOR
Business Day immediately preceding the commencement of the related Interest
Accrual Period on which banks are open for dealing in foreign currency and
exchange in London, England.
Living Owner: A Certificate Owner of a Retail Certificate other than a
Deceased Holder.
Maturity Date: With respect to each Class of Certificates, November 25,
2031, the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached
hereto as Exhibit One (as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which list or lists shall set forth the
following information as to each Mortgage Loan:
(a) the Mortgage Loan identifying number ("RFC LOAN #");
(b) the maturity of the Mortgage Note ("MATURITY DATE");
(c) the Mortgage Rate ("ORIG RATE");
(d) the Subservicer pass-through rate ("CURR NET");
(e) the Net Mortgage Rate ("NET MTG RT");
(f) the Pool Strip Rate ("STRIP");
(g) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(h) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i) the Loan-to-Value Ratio at origination ("LTV");
(j) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(k) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
-12-
(l) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Notional Amount: As of any Distribution Date, with respect to the Class
A-3 Certificates, an amount equal to the aggregate Certificate Principal Balance
of the Class A-2 Certificates. For federal income tax purposes, however, as of
any Distribution Date, with respect to the Class A-3 Certificates, the
equivalent of the foregoing, expressed as the Uncertificated Principal Balance
of Uncertificated REMIC I Regular Interest T. As of any date of determination,
with respect to the Class A-10 Certificates, an amount equal to 1/26 multiplied
by the Certificate Principal Balance of the Class A-6 Certificates immediately
prior to that date. As of the Closing Date, the Notional Amount of the Class
A-10 Certificates is equal to approximately $961,538.00. However, for federal
income tax purposes, the Notional Amount of the Class A-10 Certificates will be
the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest
W, and when a Notional Amount equal to Uncertificated REMIC I Regular Interest W
is multiplied by a Pass-Through Rate of 0.250%, the resulting Accrued
Certificate Interest will be the economic equivalent of the Accrued Certificate
Interest resulting under the definition thereof. As of any date of
determination, with respect to the Class A-11 Certificates, an amount equal to
2/325 multiplied by the Certificate Principal Balance of the Class A-9
Certificates immediately prior to that date. As of the Closing Date, the
Notional Amount of the Class A-11 Certificates is equal to approximately
$455,384.00. However, for federal income tax purposes, the Notional Amount of
the Class A-11 Certificates will be the Uncertificated Principal Balance of
Uncertificated REMIC I Regular Interest Y, and when a Notional Amount equal to
Uncertificated REMIC I Regular Interest Y is multiplied by a Pass- Through Rate
of 0.040%, the resulting Accrued Certificate Interest will be the economic
equivalent of the Accrued Certificate Interest resulting under the definition
thereof. As of any Distribution Date, with respect to any Class A-V Certificates
or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
Class A-V REMIC Regular Interests represented by such Class or Subclass as of
the day immediately preceding such Distribution Date (or, with respect to the
initial Distribution Date, at the close of business on the Cut-off Date).
Pass-Through Rate: With respect to the Class A Certificates (other than
the Floater, Inverse Floater, Class A-V and Principal Only Certificates), Class
M Certificates, Class B Certificates and Class R Certificates and any
Distribution Date, the per annum rates set forth in the Preliminary Statement
hereto. With respect to the Class A-2 Certificates and the initial Interest
Accrual Period, 2.8888% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.30%, subject to a maximum
rate of 8.50% per annum and a minimum rate of 0.30% per annum. With respect to
the Class A-3 Certificates and the initial Interest Accrual Period, 5.6112% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal
to 8.20% minus LIBOR, subject to a maximum rate of 8.20% per annum and a minimum
rate of 0.00% per annum. For federal income tax purposes, however, the
Pass-Through Rate of the Class A-10 Certificates will be 0.250%, and when such
Pass-Through Rate is multiplied by a Notional Amount equal to the Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interest W, the resulting
Accrued Certificate Interest will be the economic equivalent of the Accrued
Certificate
-13-
Interest resulting under the definition thereof. For federal income tax
purposes, the Pass-Through Rate of the Class A-11 Certificates will be 0.040%,
and when such Pass-Through Rate is multiplied by a Notional Amount equal to the
Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Y,
the resulting Accrued Certificate Interest will be the economic equivalent of
the Accrued Certificate Interest resulting under the definition thereof. With
respect to the Class A-V Certificates (other than any Subclass thereof) and any
Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans as of the Due Date in
the related Due Period, weighted on the basis of the respective Stated Principal
Balances of such Mortgage Loans as of the day immediately preceding such
Distribution Date (or, with respect to the initial Distribution Date, at the
close of business on the Cut-off Date). With respect to the Class A-V
Certificates and the initial Distribution Date the Pass-Through Rate is equal to
0.2347% per annum. With respect to any Subclass of Class A-V Certificates and
any Distribution Date, a rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage Loans corresponding to the
Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as
of the Due Date in the related Due Period, weighted on the basis of the
respective Stated Principal Balances of such Mortgage Loans as of the day
immediately preceding such Distribution Date (or with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). The Principal
Only Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Preference Amount: Any amount previously distributed to a
Certificateholder on an Insured Certificate that is recoverable and sought to be
recovered as a voidable preference by a trustee in bankruptcy pursuant to the
United States Bankruptcy Code (11 U.S.C.), as amended from time to time, in
accordance with a final nonappealable order of a court having competent
jurisdiction.
Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable
circumstances set forth below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution Date in
December 2006 (unless the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) have been reduced
to zero), 0%.
(ii) For any Distribution Date for which clause (i) above does
not apply, and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding with the Highest Priority and each other Class
of Subordinate Certificates for which the
-14-
related Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately prior
to such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of
(1) the Class of Subordinate Certificates then outstanding with
the Highest Priority and (2) all other Classes of Subordinate
Certificates for which the respective Prepayment Distribution
Triggers have been satisfied; and
(b) in the case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section
4.02 of this Series Supplement (determined without regard to the proviso
to the definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or Classes
of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be allocated among the
Non-Maturing Classes in proportion to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in accordance with the
provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2)
the related Adjustment Percentage.
Principal Only Certificates: Any one of the Class A-P Certificates.
---------------------------
Random Lot: With respect to any Distribution Date, the method by which
the Depository will determine which Retail Certificates will be paid, using its
established random lot procedures or, if the Retail Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
Record Date: With respect to each Distribution Date and each Class of
Certificates (other than the Floater and Inverse Floater Certificates), the
close of business on the last Business Day of the month next preceding the month
in which the related Distribution Date occurs. With respect to each Distribution
Date and the Floater and Inverse Floater Certificates, the 24th day of the month
in which such Distribution Date occurs.
-15-
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time.
Relief Act Shortfalls: Shortfalls in interest payable by a Mortgagor that
is not collectable from the Mortgagor pursuant to the Relief Act.
REMIC I: The segregated pool of assets related to this Series, with
respect to which a REMIC election is to be made (except as provided below)
pursuant to this Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from the
liquidation of Pledged Assets for any Pledged Asset Loan,
including amounts on deposit in the Initial Monthly Payment Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and
(v) all proceeds of clauses (i) through (iv) above.
Notwithstanding the foregoing, the REMIC election specifically excludes
the Initial Monthly Payment Fund, the Rounding Account and the Reserve Fund.
REMIC I Certificates: The Class R-I Certificates.
--------------------
REMIC II: The segregated pool of assets consisting of the Uncertificated
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A- 11, Class A-P, Class
A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and R-II
Certificates pursuant to Section 2.06, with respect to which a separate REMIC
election is to be made. The REMIC election with respect to REMIC II specifically
excludes the Initial Monthly Payment Fund, the Rounding Account and the Reserve
Fund.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificates.
Reserve Fund: Any one or more segregated trust accounts established
pursuant to Section 4.11 that are Eligible Accounts, which shall be titled
"Reserve Fund, Bank One, National
-16-
Association, as trustee for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
2001-S27, Class A-6 and Class A-9."
Reserve Fund Deposit: $7,350.
Reserve Fund Withdrawal: As defined in Section 4.11.
Retail Certificates: The Class A-6 Certificates.
Rounding Account: With respect to the Retail Certificates, the account
created and maintained for such Retail Certificates pursuant to Section 4.12.
Rounding Amount: With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the Retail
Certificates upward to the next higher integral multiple of $1,000.
Scheduled Final Distribution Date: November 25, 2031.
Senior Certificate: Any one of the Class A Certificates or Class R
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed to the Standard Terms as Exhibit A
and Exhibit D, respectively.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i), Section 4.02(a)(ii)(X) of this Series Supplement and the
distribution of the Insurance Premium, or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(c) of this Series Supplement and (b) the sum of the
amounts required to be distributed to the Senior Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvii) and (xviii) of this
Series Supplement and the distribution of the Insurance Premium.
Senior Underwriter: Bear, Xxxxxxx & Co. Inc.
------------------
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,125,446 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary of the Cut- off
Date, the Adjustment Amount shall be equal to the amount, if any, by which the
amount
-17-
calculated in accordance with the preceding sentence (without giving effect to
the deduction of the Adjustment Amount for such anniversary) exceeds the greater
of (A) the greatest of (i) twice the outstanding principal balance of the
Mortgage Loan in the Trust Fund which has the largest outstanding principal
balance on the Distribution Date immediately preceding such anniversary, (ii)
the product of 1.00% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution Date immediately preceding such anniversary
and (iii) the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the Mortgage Loans in any single five-digit
California zip code area with the largest amount of Mortgage Loans by aggregate
principal balance as of such anniversary and (B) the greater of (i) the product
of 0.50% multiplied by the outstanding principal balance of all Mortgage Loans
on the Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 45.00% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the Certificate Policy in the case of the Insured Certificates)
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class and
(y) the aggregate of the amounts calculated for such Distribution Date under
clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) of this Series Supplement
(without giving effect to the Senior Percentage) to the extent not payable to
the Senior Certificates; (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Subordinate Certificates then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) of this Series Supplement (without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such collections are
not otherwise distributed to the Senior Certificates; (iii) the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related Prepayment Period and
Curtailments received in the preceding calendar month (other than the related
Discount Fraction of such Principal Prepayments in Full and Curtailments with
respect to a Discount Mortgage Loan) to the extent not payable to the Senior
Certificates; (iv) if such Class is the Class of Subordinate Certificates with
the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a Class
-18-
of Subordinate Certificates minus (b) with respect to the Class of Subordinate
Certificates with the Lowest Priority, any Excess Subordinate Principal Amount
for such Distribution Date; provided, however, that the Subordinate Principal
Distribution Amount for any Class of Subordinate Certificates on any
Distribution Date shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
Targeted Principal Balance: With respect to each Accretion Directed TAC
Certificate and each Distribution Date, the amount set forth for such Class on
such Distribution Date on Exhibit Seven hereto.
Trust Fund: REMIC I, REMIC II, the Rounding Account, the Reserve Fund and
the Initial Monthly Payment Fund.
Uncertificated Class A-V REMIC Accrued Interest: With respect to each
Distribution Date, as to each Uncertificated Class A-V REMIC Regular Interest,
an amount equal to the aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such uncertificated
interest was equal to the related Uncertificated Class A-V REMIC Pass-Through
Rate and the notional amount of such uncertificated interest was equal to the
related Uncertificated Class A-V REMIC Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-V Certificateholders pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated Class A-V REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Class A-V REMIC Notional Amount and such Distribution Date.
Uncertificated Class A-V REMIC Notional Amount: With respect to each
Uncertificated Class A-V REMIC Regular Interest, the amount of the related
Uncertificated REMIC I IO Notional Amount.
Uncertificated Class A-V REMIC Pass-Through Rate: With respect to each
Uncertificated Class A-V REMIC Regular Interest, 100% of the interest payable on
the related Uncertificated REMIC I IO Regular Interest.
Uncertificated Class A-V REMIC Regular Interest Distribution Amounts:
With respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated Class AV REMIC Regular Interests for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated Class A-V REMIC Regular Interests: The 487 uncertificated
partial undivided beneficial ownership interests in the Trust Fund numbered
sequentially from 1 through 487 each relating to the particular Mortgage Loan
identified by sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing the respective Pool Strip Rate on the Stated
Principal Balance of the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to (A)(i)
$62,179,429.00 with respect to Uncertificated REMIC I Regular Interest S, (ii)
$49,134,571.00 with respect to Uncertificated
-19-
REMIC I Regular Interest T, (iii)$20,000,000.00 with respect to Uncertificated
REMIC I Regular Interest V, (iv) $25,000,000.00 with respect to Uncertificated
REMIC I Regular Interest W, (v) $27,754,095.00 with respect to Uncertificated
REMIC I Regular Interest X, (vi) $74,000,000.00 with respect to Uncertificated
REMIC I Regular Interest Y and (vii) $694,099.00 with respect to Uncertificated
REMIC I Regular Interest Z, minus (B) the sum of (x) the aggregate of all
amounts previously deemed distributed with respect to such interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant to Section
4.09(a)(ii) and (y) the aggregate of all reductions in Uncertificated Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 4.09(d).
Uncertificated REMIC I Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular Interest S, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-1 and Class A-4
Certificates if the Pass-Through Rate on such Class were equal to the
Uncertificated REMIC I Pass-Through Rate and the Uncertificated Principal
Balance were the Certificate Principal Balance, (ii) as to Uncertificated REMIC
I Regular Interest T, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-2 Certificates if the Pass-Through Rate on each such Class were
equal to the Uncertificated REMIC I Pass-Through Rate and the Uncertificated
Principal Balance were the Certificate Principal Balance, (iii) as to
Uncertificated REMIC I Regular Interest V, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the A-5 Certificates if the Pass-Through Rate on each such
Class were equal to the Uncertificated REMIC I Pass-Through Rate and the
Uncertificated Principal Balance were the Certificate Principal Balance, (iv) as
to Uncertificated REMIC I Regular Interest W, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-6 Certificates if the Pass-Through Rate on
each such Class were equal to the Uncertificated REMIC I Pass-Through Rate and
the Uncertificated Principal Balance were the Certificate Principal Balance, (v)
as to Uncertificated REMIC I Regular Interest X, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-7, Class A-8, Class R-II, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates if
the Uncertificated REMIC I Pass-Through Rate were the Pass-Through Rate and the
Uncertificated Principal Balance were the Certificate Principal Balance, (vi) as
to Uncertificated REMIC I Regular Interest Y, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-9 Certificates if the Pass-Through Rate on
each such Class were equal to the Uncertificated REMIC I Pass-Through Rate and
the Uncertificated Principal Balance were the Certificate Principal Balance and
(vii) as to each Uncertificated REMIC I IO Regular Interest, an amount equal to
the aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest was equal to the related
Uncertificated REMIC I Pass-Through Rate and the notional amount of such
uncertificated interest was equal to the related Uncertificated REMIC I IO
Notional Amount; provided, that any reduction in the amount of Accrued
Certificate Interest resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the Certificates pursuant to
Sections 4.02(a) and 4.05 hereof shall be allocated to the Uncertificated REMIC
I Regular Interests for which such Certificates are the Corresponding
Certificated Interests.
-20-
Uncertificated REMIC I IO Notional Amount: With respect to each
Uncertificated REMIC I IO Regular Interest, an amount equal to the aggregate
Stated Principal Balance of the related Non- Discount Mortgage Loan.
Uncertificated REMIC I IO Regular Interests: The 487 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
Mortgage Loan with a Net Mortgage Rate in excess of 6.50%, each having no
principal balance, and each bearing interest at the related Uncertificated REMIC
I Pass-Through Rate on the related Uncertificated REMIC I IO Notional Amount.
Uncertificated REMIC I Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests S, T, V, W, X, Y and Z, 5.00%, 8.50%,
6.25%, 6.50%, 6.50%, 6.50% and 0.00%, respectively. With respect to
Uncertificated REMIC I IO Regular Interest, an amount equal to the Pool Strip
Rate for the related Mortgage Loan.
Uncertificated REMIC I Regular Interest S: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-1 and Class
A-4 Certificates and which bears interest at a rate equal to 5.00% per annum.
Uncertificated REMIC I Regular Interest T: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-2
Certificates and which bears interest at a rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-5
Certificates and which bears interest at a rate equal to 6.25% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-6
Certificates, and which bears interest at a rate equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-7, Class
A-8, Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates and which bears interest at a rate equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-9
Certificates, and which bears interest at a rate equal to 6.50% per annum.
Uncertificated REMIC I Regular Interest Z: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the aggregate Certificate Principal Balance of the Class A-P
Certificates, and which bears interest at a rate equal to 0.00% per annum.
-21-
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular
Interest S, Uncertificated REMIC I Regular Interest T, Uncertificated REMIC I
Regular Interest V, Uncertificated REMIC I Regular Interest W, Uncertificated
REMIC I Regular Interest X, Uncertificated REMIC I Regular Interest Y,
Uncertificated REMIC I Regular Interest Z and the Uncertificated REMIC I IO
Regular Interests.
Uncertificated REMIC I IO Regular Interest Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I IO Regular Interests for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest S Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest S for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest T Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest T for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Z for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest S Distribution Amount, Uncertificated
REMIC I Regular Interest T Distribution Amount, the Uncertificated REMIC I
Regular Interest V Distribution Amount, the Uncertificated REMIC I Regular
Interest W Distribution Amount, the Uncertificated REMIC I Regular Interest X
Distribution Amount, the Uncertificated REMIC I Regular Interest Y Distribution
Amount, the Uncertificated REMIC I Regular Interest Z Distribution Amount and
the Uncertificated REMIC I IO Regular Interest Distribution Amount.
-22-
Underwriters: Bear, Xxxxxxx & Co. Inc. and Banc of America Securities LLC.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definitions set forth herein include both the singular and the
plural.
Section 1.03 Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rates on the
Floater Certificates and Inverse Floater Certificates, if any, for any Interest
Accrual Period (other than the initial Interest Accrual Period) will be
determined on each LIBOR Rate Adjustment Date.
On each LIBOR Rate Adjustment Date (other than for the initial Interest
Accrual Period), 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), the rate will be the
Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by the reference
banks (which shall be any three major banks that are engaged in transactions in
the London interbank market, selected by the Trustee after consultation with the
Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment
Date to prime banks in the London interbank market for a period of one month in
amounts approximately equal to the aggregate Certificate Principal Balance of
the Floater Certificates and Inverse Floater 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, 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, with respect to each of the Floater
Certificates and Inverse Floater Certificates, the Certificate Principal
Balances of the Floater Certificates and Inverse Floater Certificates,
respectively, then outstanding. If no such quotations can be obtained, the rate
will be LIBOR for the prior Distribution Date, or in the case of the first LIBOR
Rate Adjustment Date, 2.3425% with respect to the Adjustable Rate Certificates;
provided however, if, under the priorities listed previously in this paragraph,
LIBOR for a Distribution Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee shall
select an alternative comparable index over which
-23-
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 Rates
applicable to each of the Floater Certificates and Inverse Floater 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 Rates on each of the Floater
Certificates and Inverse Floater Certificates for the current and the
immediately preceding Interest Accrual Period.
-24-
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (See Section 2.01 of the
Standard Terms)
Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) For representations, warranties and covenants of the Master
Servicer, see Section 2.03(a) of the Standard Terms.
(b) The Company hereby represents and warrants to the Trustee for
the benefit of Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days Delinquent in
payment of principal and interest as of the Cut-off Date and no
Mortgage Loan has been so Delinquent more than once in the
12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit One hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day
of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan is secured by a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures that (a) at
least 30% of the Stated Principal Balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and
90.01%, (b) at least 25% of such balance if the Loan-to-Value
Ratio is between 90.00% and 85.01%, and (c) at least 12% of such
balance if the Loan-to-Value Ratio is between 85.00% and 80.01%.
To the best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and the Trustee is
entitled to the benefits thereunder. One Pledged Asset Loan
representing approximately 0.2% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date will be
secured by Pledged Assets in addition to the related Mortgaged
Property and in lieu of any Primary Insurance Policy;
-25-
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are currently
acceptable to each Rating Agency;
(vi) No more than 1.3% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip code area in
California and no more than 0.9% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located in any one zip code area
outside California;
(vii) The improvements upon the Mortgaged Properties are
insured against loss by fire and other hazards as required by the
Program Guide, including flood insurance if required under the
National Flood Insurance Act of 1968, as amended. The Mortgage
requires the Mortgagor to maintain such casualty insurance at the
Mortgagor's expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such
insurance at the Mortgagor's expense and to seek reimbursement
therefor from the Mortgagor;
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) 11.09% of the Mortgage Loans were underwritten under a
reduced loan documentation program;
(x) Each Mortgagor represented in its loan application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied and therefore would not be an
investor property as of the date of origination of such Mortgage
Loan. No Mortgagor is a corporation or a partnership;
(xi) None of the Mortgage Loans is a Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect, unless the Mortgaged Properties
are located in the State of Iowa and an attorney's certificate
has been provided as described in the Program Guide;
(xiv) None of the Mortgage Loans are Cooperative Loans;
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or
updated appraisals of Mortgaged
-26-
Properties are obtained in connection with the refinancing
thereof), the related Seller has represented that either (a) the
value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised
value of such property at the time of origination of the
refinanced Mortgage Loan or (b) the Loan- to-Value Ratio of the
Mortgage Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii)One of the Mortgage Loans, representing
approximately 0.2% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date, is a Pledged Asset
Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) that materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement); provided, however, that in the
event of a breach of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall give such notice within
five days of discovery. Within 90 days of its discovery or its receipt of notice
of breach, the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that the Company
shall have the option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the omission or defect would cause
the Mortgage Loan to be other than a "qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. Any such substitution shall be
effected by the Company under the same terms and conditions as provided in
Section 2.04 for substitutions by Residential Funding. It is understood and
agreed that the obligation of the Company to cure such breach or to so purchase
or substitute for any Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04 Representations and Warranties of Sellers. (See Section
2.04 of the Standard Terms)
-27-
Section 2.05 Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
-28-
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
(SEE ARTICLE III OF THE STANDARD TERMS)
-29-
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)
Section 4.02 Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf
of the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Certificate Insurer the Insurance Premium, to the
Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii) below, the amount required to be distributed to the Master
Servicer or a Sub-Servicer pursuant to Section 4.02(a)(iii) below, to
the Certificate Insurer, in the case of a distribution pursuant to
Section 4.02(a)(xvi) below, the amount required to be distributed to the
Certificate Insurer pursuant to Section 4.02(a)(xvi) below, and to each
Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution),
either (1) 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 (2) if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register, such Certificateholder's share (which share (A)
with respect to each Class of Certificates (other than any Subclass of
the Class A-V Certificates), shall be based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Class A-V
Certificates, shall be equal to the amount (if any) distributed pursuant
to Section 4.02(a)(i) below to each Holder of a Subclass thereof) of the
following amounts, in the following order of priority (subject to the
provisions of Section 4.02(b) below), in each case to the extent of the
Available Distribution Amount (net of the Insurance Premium) together
with, as to any Insured Certificate, any Reserve Fund Withdrawal
pursuant to Section 4.11 of this Series Supplement and any Insured
Payment pursuant to Section 12.02 of this Series Supplement:
(i) to the Senior Certificates (other than the Principal
Only Certificates, and prior to the Accretion Termination Date,
the Accrual Certificates, to the extent of the Accrual
Distribution Amount) on a pro rata basis based on Accrued
Certificate Interest payable on such Certificates with respect to
such Distribution Date, Accrued Certificate Interest on such
Classes of Certificates (or Subclasses, if any, with respect to
the Class A-V Certificates) for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date except as provided in the last
paragraph of this Section 4.02(a) (the "Senior Interest
Distribution Amount"); and
(ii) (X) to the Class A-P Certificates, the Class A-P
Principal Distribution Amount (as defined in Section 4.02(b)(i)
herein); and
-30-
(Y) to the Senior Certificates (other than the
Class A-P Certificates), in the priorities and amounts set forth
in Section 4.02(b)(ii) through Section 4.02(f), the sum of the
following (applied to reduce the Certificate Principal Balances
of such Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the preceding
calendar month (or deemed to have been so
repurchased in accordance with Section 3.07(b) of
the Standard Terms) pursuant to Sections 2.02, 2.04
or 4.07 of the Standard Terms and Section 2.03 of
the Standard Terms and this Series Supplement, and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.04 of the Standard Terms or Section 2.03
of the Standard Terms and this Series Supplement,
during the preceding calendar month (other than the
related Discount Fraction of such Stated Principal
Balance or shortfall with respect to each Discount
Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B) of this Series
Supplement, including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds)
received during the preceding calendar month (or
deemed to have been so received in accordance with
Section 3.07(b) of the Standard Terms) to the
extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant
to Section 3.14 of the Standard Terms (other than
the related Discount Fraction of the principal
portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
-31-
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
preceding calendar month (or was deemed to have occurred
during such period in accordance with Section 3.07(b) of
the Standard Terms) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal
to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of
such Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with respect to
each Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 of the Standard
Terms (in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan, included in Section 4.02(b)(i)(C) of this
Series Supplement);
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full received in the related
Prepayment Period and Curtailments received in the
preceding calendar month (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to each Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Subordinate Certificates;
(iii) if the Certificate Principal Balances of the
Subordinate Certificates have not been reduced to zero, to the
Master Servicer or a Sub-Servicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for
any Advances or Sub-Servicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash Liquidation
or REO Disposition of such Mortgage Loan or REO Property, minus
any such Advances that were made with respect to delinquencies
that ultimately constituted Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest
-32-
thereon remaining unpaid from any previous Distribution Date,
except as provided below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) of this Series Supplement are insufficient therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date, minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) of this Series Supplement are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) of
this Series Supplement are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the
-33-
extent the amounts available pursuant to clause (x) of Sections
4.02(a)(xiii), (xiv) and (xv) of this Series Supplement are
insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates, to the extent the amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) of this Series
Supplement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution Date,
except as provided below, minus (y) the amount of any Class A-P
Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv)
of this Series Supplement are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the Subordinate Principal Distribution Amount
for such Class of Certificates for such Distribution Date minus
(y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Certificate Insurer, as subrogee of the
Insured Certificateholders, an amount necessary to reimburse the
Certificate Insurer for claims paid under the Certificate Policy,
to the extent of Cumulative Insurance Payments on the Insured
Certificates;
(xvii) to the Senior Certificates, in the priority set
forth in Section 4.02(b) of this Series Supplement, the portion,
if any, of the Available Distribution Amount remaining after the
foregoing distributions, together with Insured Payments pursuant
to Section 12.02 herein and any Reserve Fund Withdrawals pursuant
to Section 4.11 herein each with respect to the Insured
Certificates and Rounding Account withdrawals with respect to the
Retail Certificates, applied to reduce the Certificate Principal
Balances of such Senior Certificates, but in no event more than
the aggregate of the outstanding Certificate Principal Balances
of each such Class of Senior Certificates, and thereafter, to
each Class of Subordinate Certificates then outstanding beginning
with such Class with the Highest Priority, any portion of the
-34-
Available Distribution Amount remaining after the Senior
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Subordinate Certificates,
but in no event more than the outstanding Certificate Principal
Balance of each such Class of Subordinate Certificates; and
(xviii)to the Class R-II Certificates, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Subordinate Certificates outstanding on such Distribution Date with
the Lowest Priority, or in the event the Subordinate Certificates are no longer
outstanding, the Senior Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date will be distributable only
to the extent that such unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to the failure of the Master Servicer to make any
required Advance, or the determination by the Master Servicer that any proposed
Advance would be a Nonrecoverable Advance with respect to the related Mortgage
Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation
or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and
REO Proceeds have not yet been distributed to the Certificateholders.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the Credit Support Depletion Date
will be made as follows:
(i) to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the
"Class A-P Principal Distribution Amount") equal to the aggregate
of:
(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of
any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
or, in the case of Principal Prepayments in Full, during
the related Prepayment Period (other than amounts received
in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C)
below), including Principal Prepayments in Full,
Curtailments and repurchases (including deemed repurchases
under Section 3.07(b) of the Standard Terms) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
-35-
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not
result in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses,
an amount equal to the lesser of (1) the applicable
Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to clauses
(A) through (C) above) that remain undistributed; and
(E) the amount of any Class A-P Collection
Shortfalls for such Distribution Date and the amount of
any Class A-P Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount
shall be distributed in the following manner and priority:
(A) first, sequentially, to the Class A-9
Certificates and Class A-7 Certificates, in each case
until the Certificate Principal Balance thereof has been
reduced to the applicable Targeted Principal Balance for
such Distribution Date; and
(B) second, sequentially, to the Class A-8, Class
A-9 and Class A-7 Certificates, in that order, without
regard to the Targeted Principal Balance for the Accretion
Directed TAC Certificates for such Distribution Date, in
each case until the Certificate Principal Balance thereof
has been reduced to zero;
(iii) the Senior Principal Distribution Amount shall be
distributed, concurrently, to the Class R-I Certificates and
Class R-II Certificates, on a pro rata basis, until the
Certificate Principal Balances thereof have been reduced to zero;
(iv) commencing on the Distribution Date in December 2004,
an amount equal to $25,000 of the balance of the Senior Principal
Distribution Amount remaining after the distributions, if any,
described in clause (iii) above shall be distributed to the Class
A-6-1 Component, until the amount thereof has been reduced to
zero;
(v) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) and (iv) above shall be distributed to the Class
A-1 Certificates and Class A-2 Certificates concurrently as
follows, until the Certificate Principal Balances of the Class
A-1 Certificates and
-36-
Class A-2 Certificates have been reduced to the applicable
Planned Principal Balance for such Distribution Date:
(A) first, 57.14285714286% to the Class A-1 Certificates; and
(B) second, 42.85714285714% to the Class A-2 Certificates; and
(vi) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (v) above shall be distributed to the Class
A-2 Certificates and Class A-4 Certificates concurrently as
follows, until the Certificate Principal Balances of the Class
A-2 Certificates and Class A-4 Certificates have been reduced to
the applicable Planned Principal Balance for such Distribution
Date:
(A) 42.85714243603% to the Class A-2 Certificates; and
(B) 57.14285756397% to the Class A-4 Certificates;
(vii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (vi) above shall be distributed to the
Class A-2 Certificates and Class A-5 Certificates concurrently as
follows, until the Certificate Principal Balances of the Class
A-2 Certificates and Class A-5 Certificates have been reduced to
the applicable Planned Principal Balance for such Distribution
Date:
(A) 11.11111111111% to the Class A-2 Certificates; and
(B) 88.88888888889% to the Class A-5 Certificates;
(viii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (vii) above shall be distributed,
sequentially, to the Class A-9 Certificates and Class A-7
Certificates, in that order, in each case until the Certificate
Principal Balance thereof has been reduced to the applicable
Targeted Principal Balance for such Distribution Date;
(ix) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (viii) above shall be distributed to the
Class A-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(x) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (ix) above shall be distributed,
sequentially, to the Class A-9 Certificates and Class A-7
Certificates, in that order, in each case until the Certificate
Principal Balance thereof has been reduced to zero;
-37-
(xi) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (x) above shall be distributed to the Class
A-6-2 Component, until the amount thereof has been reduced to
zero;
(xii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (xi) above shall be distributed to the
Class A-1 Certificates and Class A-2 Certificates concurrently as
follows, without regard to the applicable Planned Principal
Balance for such Distribution Date, until the Certificate
Principal Balance of the Class A-1 Certificates has been reduced
to zero:
(A) 57.14285714286% to the Class A-1 Certificates; and
(B) 42.85714285714% to the Class A-2 Certificates;
(xiii) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (xii) above shall be distributed to the
Class A-2 Certificates and Class A-4 Certificates concurrently as
follows, without regard to the applicable Planned Principal
Balance for such Distribution Date, until the Certificate
Principal Balance of the Class A-4 Certificates has been reduced
to zero:
(A) 42.85714243603% to the Class A-2 Certificates; and
(B) 57.14285756397% to the Class A-4 Certificates;
(xiv) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (xiii) above shall be distributed to the
Class A-2 Certificates and Class A-5 Certificates concurrently as
follows, without regard to the applicable Planned Principal
Balance for such Distribution Date, until the Certificate
Principal Balances thereof have been reduced to zero:
(A) 11.11111111111% to the Class A-2 Certificates; and
(B) 88.88888888889% to the Class A-5 Certificates; and
(xv) the balance of the Senior Principal Distribution
Amount remaining after the distributions, if any, described in
clauses (iii) through (xiv) above shall be distributed to the
Class A-6-1 Component, until the amount thereof has been reduced
to zero.
(c) On or after the occurrence of the Credit Support Depletion
Date all priorities relating to distributions as described in Section
4.02(b) of this Series Supplement in respect of principal among the
Senior Certificates (other than the Class A-P Certificates) will be
-38-
disregarded, and (i) an amount equal to the Discount Fraction of the
principal portion of scheduled and unscheduled payments received or
advanced in respect of the Discount Mortgage Loans will be distributed
to the Class A-P Certificates, (ii) the Senior Principal Distribution
Amount will be distributed to the remaining Senior Certificates (other
than the Class A-P Certificates) pro rata in accordance with their
respective outstanding Certificate Principal Balances and (iii) the
amount set forth in Section 4.02(a)(i) herein will be distributed as set
forth therein.
(d) On or after the occurrence of the Credit Support Depletion
Date all priorities relating to distributions as described in clauses
4.02(b) and (c) above in respect of principal among the various classes
of Senior Certificates (other than the Class A-P Certificates and Class
A-V Certificates) will be disregarded, an amount equal to the Discount
Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of Discount Mortgage Loans
will be distributed to the Class A-P Certificates, and the Senior
Principal Distribution Amount will be distributed to the remaining
Senior Certificates (other than the Class A-P Certificates) pro rata in
accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) will be
distributed as set forth therein.
(e) After the reduction of the Certificate Principal Balances of
the Senior Certificates (other than the Class A-P Certificates) to zero
but prior to the Credit Support Depletion Date, the Senior Certificates
(other than the Class A-P Certificates) will be entitled to no further
distributions of principal thereon and the Available Distribution Amount
will be paid solely to the Holders of the Class A-P Certificates, Class
A-V Certificates, Class M Certificates and Class B Certificates in each
case as described herein.
(f) On each Distribution Date prior to the Accretion Termination
Date, an amount equal to the Accrued Certificate Interest that would
otherwise be distributed on the Class A-7 Certificates and Class A-8
Certificates shall be added to Certificate Principal Balances of the
Class A-7 Certificates and Class A-8 Certificates, respectively. On or
after the Accretion Termination Date, the entire amount of Accrued
Certificate Interest on the Class A-7 Certificates and Class A-8
Certificates for such Distribution Date shall be payable to the Class
A-7 Certificateholders and Class A-8 Certificateholders pursuant to
Section 4.02(a)(i) of this Series Supplement to the extent not required
to reduce the Certificate Principal Balances of the Class A-7, Class A-8
and Class A-9 Certificates to zero on such Accretion Termination Date;
provided that if the Accretion Termination Date is the Credit Support
Depletion Date, the entire amount of Accrued Certificate Interest on the
Class A-7 Certificates and Class A-8 Certificates for such Distribution
Date will be paid to the Class A-7 Certificateholders and Class A-8
Certificateholders, respectively, to the extent of Accrued Certificate
Interest on that class of Certificates for the related Distribution
Date. Any such Accrued Certificate Interest on the Class A-7
Certificates and Class A-8 Certificates which is required to be paid to
the Holders of the Class A-7, Class A-8 or Class A-9 Certificates in
reduction of their Certificate Principal Balances on the Accretion
Termination Date will be added to the Certificate Principal Balances of
the Class A-7 Certificates and Class A-8 Certificates, respectively, in
the manner described in the first sentence of this Section 4.02(f).
-39-
(g) 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 in respect of the representations and warranties
made by the related Seller pursuant to the applicable Seller's Agreement
and assigned to the Trustee pursuant to Section 2.04), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized Loss
was allocated (or to the Certificate Insurer, as subrogee for the
Insured Certificateholders, to the extent the Certificate Insurer made a
Insured Payment in respect of such Realized Loss, if applicable) (with
the amounts to be distributed allocated among such Classes (or to the
Certificate Insurer) in the same proportions as such Realized Loss was
allocated), and within each such Class to the Certificateholders of
record as of the Record Date immediately preceding the date of such
distribution (or if such Class of Certificates is no longer outstanding,
to the Certificateholders of record at the time that such Realized Loss
was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall
exceed, either individually or in the aggregate and together with any
other amounts paid in reimbursement therefor, the amount of the related
Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to
any instrument or fund established under Section 11.01(e) or (ii) such
Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments were
protected against the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a
combination thereof. Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the Master Servicer to
the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class A-V Certificates), on a
pro rata basis based on the Percentage Interest represented by each
Certificate of such Class as of such Record Date and (ii) with respect
to the Class A-V Certificates, to the Class A-V Certificates or any
Subclass thereof in the same proportion as the related Realized Loss was
allocated. Any amounts to be so distributed shall not be remitted to or
distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer assets of
the Trust Fund.
(h) Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be solely responsible for crediting the amount of such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall
be responsible for disbursing
-40-
such distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm") for
which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of
the Trustee, the Certificate Registrar, the Company or the Master
Servicer shall have any responsibility therefor.
(i) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of
such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on
such date to each Holder of such Class of Certificates a notice to the
effect that: (i) the Trustee anticipates that the final distribution
with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified
therein, and (ii) no interest shall accrue on such Certificates from and
after the end of the related Interest Accrual Period. In the event that
Certificateholders required to surrender their Certificates pursuant to
Section 9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with respect
to such Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
(j) Notwithstanding the priorities relating to distributions of
principal among the Retail Certificates described above, on any
Distribution Date, distributions in respect of principal on the Retail
Certificates will be allocated among the Certificate Owners of the
Retail Certificates as set forth in Section 4.13. On each Distribution
Date on which amounts are available for distributions in reduction of
the Certificate Principal Balance of the Retail Certificates (including,
for purposes of this paragraph, the portion of any Certificate Insurance
Payment allocable to principal) the aggregate amount available for such
distributions will be rounded upward by the Rounding Amount. Such
rounding will be accomplished on the first Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the
Retail Certificates are made by withdrawing from the Rounding Account
the Rounding Amount for deposit into the Certificate Account, and such
Rounding Amount will be added to the amount that is available for
distributions in reduction of the Certificate Principal Balance of the
Retail Certificates. On each succeeding Distribution Date on which
distributions in reduction of the Certificate Principal Balance of the
Retail Certificates are made, first, the aggregate amount available for
distribution in reduction of the Certificate Principal Balance of the
Retail Certificates will be applied to repay the Rounding Amount
withdrawn from the Rounding Account on the prior Distribution Date and
then, the remainder of such allocable amount, if any, will be similarly
rounded upward through another withdrawal from the Rounding Account and
such determined Rounding Amount will be added to the amount that is
available for distributions in reduction of the Certificate Principal
Balance of the Retail Certificates. Any funds remaining in the Rounding
Account after the Certificate Principal Balance of the Retail
Certificates is reduced to zero shall be distributed to the Class R-II
Certificateholders.
-41-
Section 4.03 Statements to Certificateholders. (See Section 4.03(a)
through (d) of the Standard Terms and Exhibit Three attached
hereto)
(e) The Trustee will make the reports referred to in this Section 4.03
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, the Certificate
Insurer and other parties to the Agreement via the Trustee's website, which is
presently located at xxx.xxx.xxxxxxx.xxx. Persons that are unable to use the
above website are entitled to have a paper copy mailed to them via first class
mail by calling the Trustee at (000) 000-0000. The Trustee shall have the right
to change the way the reports referred to in this Section 4.03 are distributed
in order to make such distribution more convenient and/or more accessible to the
above parties and to the Certificateholders and the Certificate Insurer. The
Trustee shall provide timely and adequate notification to all the parties
mentioned above and to the Certificateholders and the Certificate Insurer
regarding any such change.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Determination Date, the
Master Servicer shall furnish a written statement to the Trustee, the
Certificate Insurer, any Paying Agent and the Company (the information
in such statement to be made available to Certificateholders by the
Master Servicer on request) setting forth (i) the Available Distribution
Amount, (ii) the amounts required to be withdrawn from the Custodial
Account, Rounding Account or Reserve Fund and deposited into the
Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to Section 4.01(a), (iii) the amounts required to
be withdrawn from the Rounding Account or Reserve Fund and (iv) the
amount of Cumulative Insurance Payments as of such Determination Date;
provided, however, that the Master Servicer shall provide to the Trustee
a written statement setting forth the portion of the Senior Principal
Distribution Amount distributable to the Retail Certificates on any
Distribution Date no later than 12:00 Noon Eastern Standard Time on the
Business Day immediately preceding each Determination Date to enable the
Trustee to notify the Depository in accordance with Sections 4.13(c) and
(d). The determination by the Master Servicer of such amounts shall, in
the absence of obvious error, be presumptively deemed to be correct for
all purposes hereunder and the Trustee shall be protected in relying
upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the Master Servicer shall either (i) deposit in
the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by the
Master Servicer in respect of the related Distribution Date, which shall
be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Net
Mortgage Rate), less the amount of any related Servicing Modifications,
Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Relief Act, as amended,
or similar legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date, which Monthly Payments were
delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a
-42-
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a
portion of the Amount Held for Future Distribution in discharge of any
such Advance, or (iii) make advances in the form of any combination of
(i) and (ii) aggregating the amount of such Advance. Any portion of the
Amount Held for Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on or before 11:00
A.M. New York time on any future Certificate Account Deposit Date to the
extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in
the Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company, the Certificate Insurer and the
Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
-43-
Section 4.05 Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due during the related Due Period. The amount of each
Realized Loss shall be evidenced by an Officers' Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess
Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first,
to the Class B-3 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; second, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; and, thereafter, if any such Realized
Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an
amount equal to the Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses on the Discount Mortgage Loans and the entire
amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated
among all the Senior Certificates (other than the Class A-P Certificates) on a
pro rata basis, as described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount
Mortgage Loans will be allocated among the Senior Certificates (other than the
Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as
described below. The principal portion of such Realized Losses on the Discount
Mortgage Loans will be allocated to the Class A-P Certificates in an amount
equal to the Discount Fraction thereof and the remainder of such Realized Losses
on the Discount Mortgage Loans and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans will be allocated among the Senior Certificates
(other than the Class A-P Certificates) and Subordinate Certificates, on a pro
rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that, in determining the
Certificate Principal Balance of the Accrual Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Accrual Certificates shall be deemed to be equal to the lesser of
(a) the original Certificate Principal Balance of such Certificate and (b) the
Certificate Principal Balance of such Certificate prior to giving effect to
distributions made on such Distribution Date. Except as provided in the
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the
-44-
principal portion of Realized Losses (other than Debt Service Reductions) to the
Subordinate Certificates then outstanding with the Lowest Priority shall be made
by operation of the definition of "Certificate Principal Balance" and by
operation of the provisions of Section 4.02(a). Allocations of the interest
portions of Realized Losses shall be made in proportion to the amount of Accrued
Certificate Interest and by operation of the definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a). Allocations of
the principal portion of Debt Service Reductions shall be made by operation of
the provisions of Section 4.02(a). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby; provided that if any Subclasses of the Class A-V Certificates have been
issued pursuant to Section 5.01(c), such Realized Losses and other losses
allocated to the Class A-V Certificates shall be allocated among such Subclasses
in proportion to the respective amounts of Accrued Certificate Interest payable
on such Distribution Date that would have resulted absent such reductions.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property. (See Section 4.06 of the Standard Terms)
Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See
Section 4.07 of the Standard Terms)
Section 4.08 [Reserved]
Section 4.09 Distributions on the Uncertificated REMIC I Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, from
REMIC I, the following amounts in the following order of priority to the extent
of the Available Distribution Amount reduced by distributions made to the Class
R-I Certificates pursuant to Section 4.02(a):
(i) Uncertificated REMIC I Accrued Interest on the Uncertificated
REMIC I Regular Interests for such Distribution Date, plus any
Uncertificated REMIC I Accrued Interest thereon remaining unpaid from
any previous Distribution Date; and
(ii) In accordance with the priority set forth in Section 4.09(b),
an amount equal to the sum of the amounts in respect of principal
distributable on the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates,
Class A-6 Certificates, Class A-7 Certificates, Class A-8 Certificates,
Class A-9 Certificates, Class A-10 Certificates, Class A-11
Certificates, Class A-P Certificates, Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates and Class R-II Certificates under
Section 4.02(a), as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.09(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest S, (ii)Uncertificated
REMIC I Regular Interest T, (iii) Uncertificated REMIC I Regular Interest V,
(iv) Uncertificated REMIC I Regular Interest W, (v) Uncertificated REMIC I
Regular Interest X, (vi) Uncertificated REMIC I Regular Interest Y and (vii)
-45-
Uncertificated REMIC I Regular Interest Z with the amount to be distributed
allocated among such interests in accordance with the priority assigned to the
(i) Class A-1 and Class A-4 Certificates, (ii) Class A-2 Certificates, (iii)
Class A-5 Certificates, (iv) Class A-6 Certificates, (v) Class A-7, Class A-8,
Class R-II, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates, (vi) Class A-9 Certificates and (vii) Class A-P Certificates,
respectively, under Section 4.02(b) until the Uncertificated Principal Balance
of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.09(a)(i) shall be deemed distributed
by REMIC I to REMIC II in accordance with the priority assigned to the REMIC II
Certificates relative to that assigned to the REMIC I Certificates under Section
4.02(b).
(d) In determining from time to time the Uncertificated REMIC I Regular
Interest Distribution Amounts, Realized Losses allocated to the Certificates
shall be allocated to Uncertificated REMIC I Regular Interests in the same
amounts and priorities as allocated to the Corresponding Certificated Interests.
(e) Notwithstanding the deemed distributions on the Uncertificated REMIC
I Regular Interests described in this Section 4.09, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.10 Distributions on the Uncertificated Class A-V REMIC
Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated Class A-V REMIC Regular
Interests, from REMIC II, Uncertificated Class A-V REMIC Accrued Interest on the
Uncertificated Class A-V REMIC Regular Interests for such Distribution Date,
plus any Uncertificated Class A-V REMIC Accrued Interest thereon remaining
unpaid from any previous Distribution Date.
(b) In determining from time to time the Uncertificated Class A-V REMIC
Regular Interest Distribution Amounts, Realized Losses allocated to the Class
A-V Certificates under Section 4.05 shall be deemed allocated to Uncertificated
Class A-V REMIC Regular Interests on a pro rata basis based on the
Uncertificated Class A-V REMIC Accrued Interest for the related Distribution
Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class
A-V Certificates, the amounts distributable thereon from the Uncertificated
Class A-V REMIC Regular Interest Distribution Amounts deemed to have been
received by the Trustee from the Trust Fund under this Section 4.08. The amount
deemed distributable hereunder with respect to the Class A-V Certificates shall
equal 100% of the amounts payable with respect to the Uncertificated Class A-V
REMIC Regular Interests.
(d) Notwithstanding the deemed distributions on the Uncertificated Class
A-V REMIC Regular Interests described in this Section 4.10, distributions of
funds from the Certificate Account shall be made only in accordance with Section
4.02.
-46-
Section 4.11 Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
the Reserve Fund. On the Closing Date the Senior Underwriter shall deposit with
the Trustee, and the Trustee shall deposit into the Reserve Fund, cash in an
amount equal to the Reserve Fund Deposit.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Reserve Fund for deposit
into the Certificate Account, and to pay to the holders of any Insured
Certificates pursuant to Section 4.02(a), the amount of Prepayment Interest
Shortfalls and Relief Act Shortfalls otherwise allocable to any Insured
Certificates pursuant to the definition of Accrued Certificate Interest (to the
extent not offset by the Master Servicer pursuant to Section 3.16(e) of this
Series Supplement), and to the extent of funds on deposit in the Reserve Fund
(the amount of such withdrawal for any Distribution Date, the "Reserve Fund
Withdrawal").
For federal income tax purposes, the Senior Underwriter shall be the
owner of the Reserve Fund and shall report all items of income, deduction, gain
or loss arising therefrom. Notwithstanding anything herein to the contrary, the
Reserve Fund shall not be an asset of any REMIC. The Reserve Fund shall be
invested in Permitted Investments at the direction of the Senior Underwriter.
All income and gain realized from investment of funds deposited in the Reserve
Fund shall be deposited in the Reserve Fund for the sole use and exclusive
benefit of the Reserve Fund. The amount of any loss incurred in respect of any
such investments shall be deposited in the Reserve Fund by the Senior
Underwriter out of its own funds immediately as realized without any right of
reimbursement. The balance, if any, remaining in the Reserve Fund on the
Distribution Date on which the Certificate Principal Balance of the Insured
Certificates is reduced to zero will be distributed by the Trustee to the Senior
Underwriter. To the extent that the Reserve Fund constitutes a reserve fund for
federal income tax purposes, (1) it shall be an outside reserve fund and not an
asset of any REMIC, (2) it shall be owned by the Senior Underwriter, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations. The Reserve Fund
may not be owned by more than one Person and (3) for all federal tax purposes,
any amounts transferred by any REMIC to the Reserve Fund will be treated as
amounts distributed by any REMIC to the Senior Underwriter.
Section 4.12 Rounding Account.
----------------
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is an Eligible Account, which shall
be titled "Rounding Account, Bank One, National Association, as trustee for the
registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 2001-S27, Class A-6." On the Closing Date, the
Senior Underwriter shall deposit with the Trustee, and the Trustee shall deposit
into the Rounding Account, cash in an amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Rounding Account to pay the Rounding Amount to the Holders of the
Retail Certificates pursuant to Section 4.02(j). In addition, the Trustee on
each Distribution Date shall, based upon information provided by the Master
Servicer for the related Distribution Date, withdraw funds from the Certificate
Account to repay to the
-47-
Rounding Account the Rounding Amount from the prior Distribution Date as
contemplated in Section 4.02(j).
Section 4.13 Principal Distributions on the Retail Certificates.
Distributions in reduction of the Certificate Principal Balance of the
Retail Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Deceased Holders of such Retail
Certificates and at the request of Living Owners of such Retail Certificates or
by mandatory distributions by Random Lot, pursuant to clauses (a) and (d) below,
or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance priority among the Certificate Owners of the
Retail Certificates:
(i) any request by the personal representatives of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common, but not exceeding an
aggregate amount of $100,000 per request; and
(ii) any request by a Living Owner, but not exceeding an
aggregate amount of $10,000 per request.
Thereafter, distributions will be made, with respect to the Retail
Certificates, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions made by the Certificate Owners of the Retail
Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of the Retail Certificates presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in order of
their receipt by the Depository. Requests for distributions in reduction of the
Certificate Principal Balance of the Retail Certificate presented in accordance
with the provisions of clause (ii) above will be accepted in the order of their
receipt by the Depository after all requests presented in accordance with clause
(i) have been honored. All requests for distributions in reduction of the
Certificate Principal Balance of the Retail Certificates will be accepted in
accordance with the provisions set forth in Section 4.13(c). All requests for
distributions in reduction of the Certificate Principal Balance of the Retail
Certificates with respect to any Distribution Date must be received by the
Depository and on the Depository's "participant terminal system" and received by
the Trustee no later than the close of business on the related Record Date.
Requests for distributions that are on the Depository's participant terminal
system and received by the Trustee after the related Record Date and requests,
in either case, for distributions not accepted with respect to any Distribution
Date, will be treated as requests for distributions in reduction of the
Certificate Principal Balance of Retail Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until such
request is accepted or is withdrawn as provided in Section 4.13(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Certificate Owner
of the related Retail Certificate, all in accordance with the procedures of the
Depository and the Trustee. Upon the transfer of the beneficial ownership of any
Retail Certificate, any distribution request previously
-48-
submitted with respect to such Certificate will be deemed to have been withdrawn
only upon the receipt by the Trustee on or before the Record Date for such
Distribution Date of notification of such withdrawal in the manner set forth in
Section 4.13(c) on the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of the
Retail Certificates will be applied in an amount equal to the Senior Principal
Distribution Amount allocable to such Class pursuant to Section 4.02(b), plus,
with respect to the Retail Certificates, any amounts available for distribution
from the Rounding Account established as provided in Section 4.12, provided that
the aggregate distribution in reduction of the Certificate Principal Balance of
the Retail Certificates on any Distribution Date shall be made in an integral
multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution
Amount allocable to distributions in reduction of the Certificate Principal
Balance of the Retail Certificates on any Distribution Date exceeds the
aggregate Certificate Principal Balance of the Retail Certificates with respect
to which distribution requests, as set forth above, have been received (plus any
amounts required to be distributed pursuant to the Rounding Account with respect
to the Retail Certificates), distributions in reduction of the Certificate
Principal Balance of the Retail Certificates will be made by mandatory
distribution pursuant to Section 4.13(d).
(b) A Retail Certificate shall be deemed to be held by a Deceased Holder
for purposes of this Section 4.13 if the death of the Certificate Owner thereof
is deemed to have occurred. Retail Certificates beneficially owned by tenants by
the entirety, joint tenants or tenants in common will be considered to be
beneficially owned by a single owner. The death of a tenant by the entirety,
joint tenant or tenant in common will be deemed to be the death of the
Certificate Owner, and the Retail Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Retail Certificates beneficially owned by a trust will be considered to be
beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Retail Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate Owner of
the Retail Certificates, as applicable, owned by the trust to the extent of such
beneficiary's beneficial interest in such trust. The death of an individual who
was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Retail Certificates will be deemed to be the death of
the Certificate Owner of the Retail Certificates regardless of the registration
of ownership, if such beneficial interest can be established to the satisfaction
of the Depository Participant. Such beneficial interest will be deemed to exist
in typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or other
joint ownership arrangements between a husband and wife. Certificate beneficial
interests shall include the power to sell, transfer or otherwise dispose of a
Retail Certificate and the right to receive the proceeds therefrom, as well as
interest and distributions in reduction of the Certificate Principal Balance of
the Retail Certificates, as applicable, payable with respect thereto. The
Trustee shall not be under any duty to determine independently the occurrence of
the death of any deceased Certificate Owner.
-49-
The Trustee may rely entirely upon documentation delivered to it pursuant to
Section 4.13(c) in establishing the eligibility of any Certificate Owner to
receive the priority accorded Deceased Holders in Section 4.13(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Retail Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Retail
Certificates. In the case of a request on behalf of a Deceased Holder,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the Deceased Holder and the receipt of the appropriate death and tax waivers.
The Depository Participant should in turn make the request of the Depository
(or, in the case of an Indirect Depository Participant, such Indirect Depository
Participant must notify the related Depository Participant of such request,
which Depository Participant should make the request of the Depository) on the
Depository's participant terminal system. The Depository may establish such
procedures as it deems fair and equitable to establish the order of receipt of
requests for such distributions received by it on the same day. None of the
Company, the Master Servicer or the Trustee shall be liable for any delay in
delivery of requests for distributions or withdrawals of such requests by the
Depository, a Depository Participant or any Indirect Depository Participant.
The Depository shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Retail Certificates that have
submitted requests for distributions in reduction of the Certificate Principal
Balance of Retail Certificates, together with the order of receipt and the
amounts of such requests on the Depository's participant terminal system. The
Depository will honor requests for distributions in the order of their receipt
(subject to the priorities described in Section 4.13(a) above). The Trustee
shall notify the Depository as to which requests should be honored on each
Distribution Date at least two Business Days prior to such Distribution Date
based on the report received by the Trustee pursuant to Section 4.04 and shall
notify the Depository as to the amount of the Senior Principal Distribution
amount to be distributed to the Retail Certificates by Random Lot pursuant to
Section 4.13(d). Requests shall be honored by the Depository in accordance with
the procedures, and subject to the priorities and limitations, described in this
Section 4.13. The exact procedures to be followed by the Trustee and the
Depository for purposes of determining such priorities and limitations will be
those established from time to time by the Trustee or the Depository, as the
case may be. The decisions of the Trustee and the Depository concerning such
matters will be final and binding on all affected persons.
Individual Retail Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Retail Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the
-50-
Depository's participant terminal system. If such withdrawal of a request for
distribution has not been received on the Depository's participant terminal
system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Retail Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balance of the Retail Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.13, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Retail Certificates on a Distribution Date
exceed the outstanding Certificate Principal Balance of the Retail Certificates
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.13(a) above, the additional distributions
in reduction of the Certificate Principal Balance of the Retail Certificates
will be made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Retail Certificates will be made by Random Lot in
accordance with the then-applicable Random Lot procedures of the Depository, the
Depository Participants and the Indirect Depository Participants representing
the Certificate Owners. The Trustee shall notify the Depository of the aggregate
amount of the mandatory distribution in reduction of the Certificate Principal
Balance of the Retail Certificates to be made on any such Distribution Date. The
Depository shall then allocate such aggregate amount among its Depository
Participants on a Random Lot basis. Each Depository Participant and, in turn,
each Indirect Depository Participant will then select, in accordance with its
own procedures, Individual Retail Certificates from among those held in its
accounts to receive mandatory distributions in reduction of the Certificate
Principal Balance of the Retail Certificates, such that the total amount so
selected is equal to the aggregate amount of such mandatory distributions
allocated to such Depository Participant by the Depository and to such Indirect
Depository Participant by its related Depository Participant, as the case may
be. Depository Participants and Indirect Depository Participants that hold
Retail Certificates selected for mandatory distributions in reduction of the
Certificate Principal Balance thereof are required to provide notice of such
mandatory distributions to the affected Certificate Owners. The Master Servicer
agrees to notify the Trustee of the amount of distributions in reduction of the
Certificate Principal Balance of the Retail Certificates to be made on each
Distribution Date in a timely manner such that the Trustee may fulfill its
obligations pursuant to the letter of representations dated the Closing Date
among the Company, the Trustee and the Depository.
(e) Notwithstanding any provisions herein to the contrary, on any
Distribution Date on which (i) any Realized Losses are allocated to the Retail
Certificates and (ii) a Certificate Insurer Default has occurred and/or is
continuing, distributions in reduction of the Certificate Principal Balance of
the Retail Certificates will be made pro rata on the basis of their respective
Percentage Interests with the respect to the Retail Certificates among the
Certificate Owners of the Retail Certificates and will not be made in integral
multiples of $1,000 nor pursuant to requests for distribution as permitted by
this Section 4.13 or mandatory distributions by Random Lot.
-51-
(f) In the event that Definitive Certificates representing the Retail
Certificates are issued pursuant to Section 5.01 of the Standard Terms, an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Certificate Principal Balance of such Retail
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Retail
Certificates, with the provisions of this Section 4.13.
-52-
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates. (See Section 5.01 of the Standard Terms)
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) - (e)(iii)(A). (See Section 5.02(a) - (e)(iii)(A) of the
Standard Terms)
(B) Any purported Certificate Owner whose acquisition or holding
of any Class M Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e) shall
indemnify and hold harmless the Company, the Trustee, the Master
Servicer, any Subservicer, the Underwriters and the Trust Fund
from and against any and all liabilities, claims, costs or
expenses incurred by such parties as a result of such acquisition
or holding.
(f) - (h). (See Section 5.02(f) - (h) of the Standard Terms)
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (See
Section 5.03 of the Standard Terms)
Section 5.04. Persons Deemed Owners. (See Section 5.04 of the Standard
Terms)
Section 5.05. Appointment of Paying Agent. (See Section 5.05 of the
Standard Terms)
-53-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
(SEE ARTICLE VI OF THE STANDARD TERMS)
-54-
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
-55-
ARTICLE VIII
CONCERNING THE TRUSTEE
(SEE ARTICLE VIII OF THE STANDARD TERMS)
-56-
ARTICLE IX
TERMINATION
(SEE ARTICLE IX OF THE STANDARD TERMS)
-57-
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. (See Section 10.01 of the Standard
Terms)
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard Terms)
Section 10.03 Designation of REMIC(s).
The REMIC Administrator will make elections to treat each of REMIC I and
REMIC II, and subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund) as a REMIC for federal income tax
purposes.
The Uncertificated REMIC I Regular Interests shall be designated as the
"regular interests" and the Class R-I Certificates shall be designated as the
sole class of "residual interests" in REMIC I. The Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates and the rights in and to which will be
represented by the Class A-V Certificates, will be "regular interests" in REMIC
II, and the Class R-II Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as defined in the
Standard Terms) under federal income tax law. On and after the date of issuance
of any Subclass of Class A-V Certificates pursuant to Section 5.01(c) of the
Standard Terms, any such Subclass will represent the Uncertificated Class A-V
REMIC Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
Section 10.04 [Reserved].
Section 10.05 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or
any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original interest discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholder pursuant to the terms of such requirements.
-58-
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)
Section 11.02 Recordation of Agreement. Counterparts. (See Section
11.02 of the Standard Terms)
Section 11.03 Limitation on Rights of Certificateholders. (See Section
11.03 of the Standard Terms)
Section 11.04 Governing Laws. (See Section 11.04 of the Standard Terms)
Section 11.05 Notices. All demands and notices hereunder shall be
in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when
received), to the appropriate address for each recipient
listed in the table below or, in each case, such other
address as may hereafter be furnished in writing to the
Master Servicer, the Trustee and the Company, as
applicable:
Recipient Address
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Company Attention: President
0000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000-0000,
Master Servicer Attention: Managing Director/Master Servicing
Corporate Trust Office
The Trustee designates its offices located at
00 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx
00000, for the purposes of Section 8.12
Trustee of the Standard Terms
One State Street Plaza
Fitch New York, New York 10007
00 Xxxxxx Xxxxxx
Xxxxx'x Xxx Xxxx, Xxx Xxxx 00000
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention: Insured Portfolio Management--
Structured Finance
Certificate Insurer (RFMSI 2001-S27)
-59-
Any notice required or permitted to be mailed to a Certificateholder shall be
given by first class mail, postage prepaid, at the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06 Required Notices to Rating Agency and Subservicer.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer
or Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Certificate Insurer Default that has not been cured,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard Terms)
-60-
Section 11.08 Supplemental Provisions for Resecuritization. (See
Section 11.08 of the Standard Terms)
Section 11.09 Allocation of Voting Rights.
95.0% of all Voting Rights shall be allocated among Holders of
Certificates, other than the Interest Only Certificates and Residual
Certificates, in proportion to the outstanding Certificate Principal Balances of
their respective Certificates, 1.0% of all Voting Rights shall be allocated
among the Holders of the Class A-3 Certificates, 1.0% of all Voting Rights shall
be allocated among the Holders of the Class A-10 Certificates, 1.0% of all
Voting Rights shall be allocated among the Holders of the Class A-11
Certificates, 1.0% of all Voting Rights shall be allocated among the Holders of
the Class A-V Certificates in accordance with their respective Percentage
Interests; and 0.5% and 0.5% of all Voting Rights shall be allocated among the
Holders of the Class R-I Certificates and Class R-II Certificates, respectively,
in accordance with their respective Percentage Interests.
Notwithstanding the foregoing, so long as there does not exist a failure
by the Certificate Insurer to make a required payment under the Certificate
Policy, the Insurer shall have the right to exercise all rights of the Holders
of the Insured Certificates without any consent of such holders, and such
Holders may exercise such rights only with the prior written consent of the
Certificate Insurer.
-61-
ARTICLE XII
CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER
Section 12.01.Rights of the Certificate Insurer to Exercise Rights of
Insured Certificateholders.
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Certificate Insurer Default exists, the Certificate Insurer shall have
the right to exercise all consent, voting, direction and other control rights of
the Insured Certificateholders under this Agreement without any further consent
of the Insured Certificateholders.
Section 00.00.Xxxxxx Upon the Certificate Policy; Certificate
Insurance Account.
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Reserve Fund Withdrawal for the related
Distribution Date, are insufficient to pay the Accrued Certificate Interest for
such Distribution Date; provided however, Accrued Certificate Interest on the
Insured Certificates will be deemed to include any portion of the amounts
allocated to such Certificates described in clause (i) of the definition thereof
(to the extent such amounts are not offset by payments made by the Master
Servicer or from the Reserve Fund Withdrawal) and clauses (ii) through (iv) of
the definition thereof (in each case, to the extent such shortfalls are not
covered by the subordination provided by the Class M and Class B Certificates or
otherwise offset by the Reserve Fund Withdrawals) on such Distribution Date,
(ii) the principal portion of any Realized Loss is allocated to the Insured
Certificates on such Distribution Date or (iii) the funds available on the
Scheduled Final Distribution Date will be insufficient to reduce the Certificate
Principal Balance of the Insured Certificates to zero, the Master Servicer shall
deliver to the Trustee not later than 1:00 p.m. New York City time on the
Business Day next succeeding the Determination Date a certificate signed by a
Servicing Officer directing the Trustee to draw on the Certificate Policy and
stating the amount to be drawn and stating the Insured Payment for each Insured
Certificate, and the Trustee shall give notice by telephone or telecopy of the
aggregate amount of such deficiency, confirmed in writing in the form set forth
as Exhibit A to the Certificate Policy, to the Certificate Insurer at or before
12:00 noon, New York City time, on the Business Day prior to such Distribution
Date. If, subsequent to such notice, and prior to payment by the Certificate
Insurer pursuant to such notice, additional amounts are deposited in the
Certificate Account, the Trustee shall reasonably promptly notify the
Certificate Insurer and withdraw the notice or reduce the amount claimed, as
appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and the Certificate
Insurer referred to herein as the "Certificate Insurance Account" over which the
Trustee shall have exclusive control and sole right of withdrawal. The Trustee
shall deposit any amount paid under the Certificate Policy in the Certificate
Insurance Account and distribute such amount only for purposes of payment to
Holders of Insured Certificates of the Insured Payment for which a claim was
made. Such amount may not be applied to satisfy any costs, expenses or
liabilities of the Master Servicer, the Trustee or the Trust Fund. Amounts paid
-62-
under the Certificate Policy shall be transferred to the Certificate Account in
accordance with the next succeeding paragraph and disbursed by the Trustee to
Holders of Insured Certificates in accordance with Section 4.02 or Section
9.01(c), as applicable. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
pay the Insured Payment with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Insured
Certificates to be paid from funds transferred from the Certificate Insurance
Account shall be noted as provided in paragraph (c) below and in the statement
to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds
held in the Certificate Insurance Account shall not be invested by the Master
Servicer or any other Person.
On any Distribution Date with respect to which a claim has been made
under the Certificate Policy, the amount of any funds received by the Trustee as
a result of any claim under the Certificate Policy, to the extent required to
make the Insured Payment on such Distribution Date, shall be withdrawn from the
Certificate Insurance Account and deposited in the Certificate Account and
applied by the Master Servicer on behalf of the Trustee, together with the other
funds to be distributed to the Insured Certificateholders pursuant to Section
4.02, directly to the payment in full of the Insured Payment due on the Insured
Certificates. Any funds remaining in the Certificate Insurance Account on the
first Business Day following a Distribution Date shall be remitted to the
Certificate Insurer, pursuant to the instructions of the Certificate Insurer, by
the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount
of interest and principal paid into the Certificate Insurance Account in respect
of any Insured Certificate from moneys received under the Certificate Policy.
The Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Day's prior
notice to the Trustee.
(d) In accordance with the terms of the Certificate Policy, any claim on
the Certificate Policy in respect of a Preference Amount, shall require the
Trustee to obtain a certified copy of the order requiring the return of a
preference payment, an opinion of counsel satisfactory to the Certificate
Insurer that the order is final and not subject to appeal, and other
documentation as required by the Certificate Policy. Any such opinion of counsel
shall be provided at the sole expense of the Senior Underwriter, in accordance
with the terms of the Commitment Letter.
Section 12.03.Effect of Payments by the Certificate Insurer; Subrogations.
Anything herein to the contrary notwithstanding, for purposes of this
Section 12.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the Certificate Policy shall not be considered payment of the Insured
Certificates from the Trust Fund. The Master Servicer, the Company and the
Trustee acknowledge, and each Holder by its acceptance of an Insured Certificate
agrees, that without the need for any further action on the part of the
Certificate Insurer, the Master Servicer, the Company, the Trustee or the
Certificate Registrar, to the extent the Certificate Insurer makes payments,
directly or indirectly, on account of principal of or interest on the Insured
Certificates to the Holders of such Certificates, the Certificate Insurer will
be fully subrogated to, and each Insured Certificateholder,
-63-
the Master Servicer, the Company and the Trustee hereby delegate and assign to
the Certificate Insurer, to the fullest extent permitted by law, the rights of
such Holders to receive such principal and interest from the Trust Fund;
provided that the Certificate Insurer shall be paid such amounts only from the
sources and in the manner explicitly provided for herein.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by the Certificate Insurer for action to preserve or
enforce the Certificate Insurer's rights or interests under this Agreement
without limiting the rights or affecting the interests of the Holders as
otherwise set forth herein.
Section 12.04.Notices and Information to the Certificate Insurer.
(a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent to any other party hereto to the Rating Agencies or
to the Certificateholders shall also be sent to the Certificate Insurer.
(b) the Master Servicer shall designate a Person who shall be available
to the Certificate Insurer to provide reasonable access to information regarding
the Mortgage Loans.
Section 12.05.Trustee to Hold Certificate Policy.
The Trustee will hold the Certificate Policy in trust as agent for the
Insured Certificateholders for the purpose of making claims thereon and
distributing the proceeds thereof. Neither the Certificate Policy, nor the
amounts paid on the Certificate Policy will constitute part of the Trust Fund or
assets of any REMIC created by this Agreement. Each Insured Certificateholder,
by accepting its Certificate, appoints the Trustee as attorney-in-fact for the
purpose of making claims on the Certificate Policy. The Trustee shall surrender
the Certificate Policy to the Certificate Insurer for cancellation upon the
payment in full of the Insured Certificates. To the extent that the Certificate
Policy constitutes a reserve fund for federal income tax purposes, (1) it shall
be an outside credit support agreement and not an asset of any REMIC and (2) it
shall be owned by the Certificate Insurer, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 12.06.Ratings.
The parties hereto agree that references in this Agreement or in the
Standard Terms to ratings on the Certificates or interests of the
Certificateholders shall be determined without regard to the Certificate Policy.
Section 12.07.Third Party Beneficiaries.
The Certificate Insurer shall be an express third-party beneficiary of
this Agreement to the extent of its express subrogation rights, its rights to
receive the Insurance Premium pursuant to Section 4.02(a) and its express rights
set forth in Article XII of this Agreement and shall have the right to enforce
the related provisions of this Agreement as if it were a party hereto.
-64-
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
[Seal] RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
Attest: /s/ Xxxx Xxxxxxxx By:/s/ Xxxxx Xxx Xxx
--------------------------------------- -----------------
Name: Xxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Vice President Title: Vice President
[Seal]
RESIDENTIAL FUNDING CORPORATION
Attest: /s/ Xxxxx Xxx Xxx By:/s/ Xxxx Xxxxxxxx
--------------------------------------- -----------------
Name: Xxxxx Xxx Xxx Name: Xxxx Xxxxxxxx
Title: Director Title: Managing Director
[Seal] BANK ONE, NATIONAL ASSOCIATION
as Trustee
Attest: /s/ X. Xxxxxx
----------------------------------------
Name: X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------
Title: Vice President Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
-1-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2001 before me, a notary public in
and for said State, personally appeared Xxxxx Xxx Xxx, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-----------------
[Notarial Seal]
-2-
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 2001 before me, a notary public in
and for said State, personally appeared Xxxx Xxxxxxxx, known to me to be a
Managing Director of Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
------------------
[Notarial Seal]
-3-
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 29th day of November, 2001 before me, a notary public in
and for said State, personally appeared Xxxxx X. Xxxxxxxxxx, known to me to be a
Vice President of Bank One, National Association, a national banking association
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking corporation and acknowledged to me that
such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
-------------------
[Notarial Seal]
-4-
EXHIBIT ONE
MORTGAGE LOAN SCHEDULE
(Available Upon Request)
RUN ON : 11/26/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.50.44 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI 2001-S27 CUTOFF : 11/01/01
POOL : 0004552
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
-----------------------------------------------------------------------
3961441 .2500
649,480.20 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
4256726 .2500
44,979.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4745257 .2500
315,418.03 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
4768991 .2500
270,829.41 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
4832312 .2500
462,747.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
4948828 .2500
388,534.60 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
4964994 .2500
399,950.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
4973491 .2500
334,949.80 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
4984477 .2500
291,125.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
4998002 .2500
314,032.35 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5172222 .2500
418,909.03 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5177428 .2500
348,057.97 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5184850 .2500
612,221.75 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5202499 .2500
66,365.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
1
5232167 .2500
348,924.82 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5232301 .2500
459,022.88 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5235334 .2500
353,575.45 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5244568 .2500
299,575.15 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5257241 .2500
324,503.90 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5260991 .2500
333,056.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5299283 .2500
518,978.09 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5302306 .2500
447,614.28 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
5302319 .2500
196,346.71 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5312746 .2500
514,173.88 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5318275 .2500
331,734.50 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5338506 .2500
329,333.67 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5353852 .2500
116,406.84 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5363493 .2500
318,017.87 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5364025 .2500
299,765.97 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5369026 .2500
319,246.59 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5369221 .2500
336,463.24 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5374226 .2500
320,842.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5393234 .2500
549,071.34 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5401771 .2500
374,383.43 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5407389 .2500
304,497.70 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5408683 .2500
798,808.85 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5412404 .2500
587,198.21 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5416178 .2500
307,139.70 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5418719 .2500
410,356.84 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5428226 .2500
343,461.66 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5433728 .2500
439,648.13 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5440798 .2500
650,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5444079 .2500
371,687.47 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5452885 .2500
399,580.21 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5461175 .2500
389,404.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5462699 .2500
307,753.70 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5462961 .2500
768,853.53 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5464005 .2500
649,007.76 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5465201 .2500
494,888.22 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5466078 .2500
397,939.32 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5468263 .2500
310,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5468586 .2500
442,213.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5469587 .2500
349,726.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5470429 .2500
348,720.91 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5471837 .2500
321,505.17 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5473232 .2500
489,858.04 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5475785 .2500
298,504.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5477223 .2500
474,600.93 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5488913 .2500
419,680.41 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5491191 .2500
387,674.03 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5494795 .2500
388,100.70 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5495950 .2500
347,225.71 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5498723 .2500
348,874.65 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5499322 .2500
479,643.77 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5499782 .2500
386,367.06 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5500628 .2500
294,211.72 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5500663 .2500
384,534.62 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5501908 .2500
399,404.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5504735 .2500
298,570.38 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5507191 .2500
337,230.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5516949 .2500
298,520.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5519993 .2500
313,688.95 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5520661 .2500
384,684.42 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5522614 .2500
461,648.45 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5530432 .2500
399,680.13 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5530690 .2500
366,924.89 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5534350 .2500
360,304.30 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5534558 .2500
326,766.98 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5538310 .2500
386,619.30 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5539196 .2500
317,629.15 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5539788 .2500
343,360.53 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5539815 .2500
297,128.98 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
5540282 .2500
309,420.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5546386 .2500
329,483.56 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5549970 .2500
562,527.01 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5556590 .2500
365,114.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5559400 .2500
308,758.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5562523 .2500
359,386.38 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5562555 .2500
126,938.40 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5563059 .2500
997,645.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5564021 .2500
399,680.13 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5565414 .2500
445,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5567924 .2500
692,431.95 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5569152 .2500
302,745.44 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
5570178 .2500
299,530.53 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5571132 .2500
623,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5574460 .2500
501,567.79 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5580666 .5000
334,442.23 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5580673 .3750
847,948.67 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5581116 .2500
442,540.10 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5581839 .6250
339,279.74 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5581848 .6250
406,378.70 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5581953 .2500
506,601.40 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582148 .5000
379,105.30 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582297 .5000
424,334.92 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582298 .5000
367,438.26 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5582300 .5000
510,589.01 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5582301 .2500
335,447.55 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582304 .3750
467,625.74 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582311 .3750
369,406.48 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5582317 .3750
324,478.65 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582320 .2500
359,363.01 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5582321 .2500
492,169.27 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5582322 .2500
494,186.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582329 .5000
403,367.78 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582334 .5000
339,467.93 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582337 .2500
561,428.84 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5582340 .3750
316,142.06 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5582342 .5000
499,236.74 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5582354 .2500
509,075.40 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
5582356 .5000
419,342.74 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582361 .5000
398,375.59 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582368 .3750
309,502.72 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582369 .3750
475,486.02 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582372 .2500
348,176.58 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5582377 .3750
285,771.29 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5582380 .2500
359,704.91 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5583212 .2500
414,692.01 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5583338 .2500
309,752.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5585164 .2500
337,243.19 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5591991 .2500
437,141.38 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5596429 .2500
457,115.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5598741 .2500
387,689.72 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5600294 .2500
301,252.86 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5600692 .2500
429,647.53 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5600827 .2500
296,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5602281 .2500
428,949.92 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5603785 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5606263 .2500
356,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5607063 .2500
311,756.61 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5609947 .2500
408,332.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5611015 .2500
299,747.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
5614866 .2500
376,675.42 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5615047 .2500
37,973.18 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5615071 .2500
192,221.16 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5615300 .2500
749,426.45 .0800
7.3500 .0000
7.1000 .0000
7.0200 .0000
6.5000 .5200
5618453 .2500
321,729.48 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5619351 .2500
322,032.59 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5619821 .2500
323,517.58 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5623074 .2500
334,467.53 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1
5625270 .2500
409,710.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5625704 .2500
449,203.33 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5627737 .2500
349,565.58 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5631955 .2500
362,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5632402 .2500
313,386.49 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5632487 .2500
315,727.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5632743 .2500
299,754.09 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5636946 .2500
327,731.14 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5637451 .2500
284,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5637588 .2500
491,586.66 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5639728 .2500
339,714.36 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5639750 .2500
303,756.90 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5643839 .2500
359,397.81 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5644397 .2500
466,617.66 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5646213 .2500
380,767.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5648184 .2500
305,541.81 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5648261 .2500
303,512.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5648264 .2500
353,945.23 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5648313 .2500
297,771.56 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5648330 .2500
334,662.31 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5653924 .2500
331,505.68 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5657597 .2500
358,894.10 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5658442 .2500
411,792.88 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
5659063 .2500
498,501.71 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
5659647 .2500
345,937.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5659909 .2500
407,015.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5659913 .2500
330,380.77 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5659934 .2500
510,963.55 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5659948 .2500
383,753.27 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
5659959 .2500
648,982.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5659999 .2500
378,194.29 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5660005 .2500
427,043.21 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5660025 .2500
423,267.83 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5660030 .2500
307,104.73 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5660032 .2500
578,565.38 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5660041 .2500
422,387.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5660057 .2500
399,308.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5660061 .2500
344,466.65 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5660088 .2500
480,827.45 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5660103 .2500
381,387.24 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5660121 .2500
583,588.22 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5660156 .2500
299,481.97 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5660719 .2500
339,741.28 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5662651 .2500
560,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5663080 .2500
496,369.51 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5663866 .2500
331,727.87 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5668465 .2500
296,768.32 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5668642 .2500
517,178.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
5668671 .2500
291,604.81 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5671883 .2500
366,566.90 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
5674383 .2500
337,600.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5674427 .2500
335,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5675666 .2500
320,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5677639 .2500
335,737.89 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5678062 .2500
328,224.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5678147 .2500
299,771.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
5679396 .2500
506,084.82 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5679667 .2500
344,231.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5684452 .2500
323,505.40 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5693131 .2500
344,800.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5695286 .2500
399,900.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5703101 .2500
368,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5704692 .2500
432,645.07 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5704898 .2500
579,547.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5705038 .2500
339,241.67 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5705044 .2500
307,759.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5705528 .2500
860,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5709366 .2500
324,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5716512 .2500
310,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5717793 .2500
299,200.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5718478 .2500
344,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5719113 .2500
519,594.35 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5720283 .2500
342,126.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5722564 .2500
384,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5723766 .2500
400,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5724044 .2500
339,734.77 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5724072 .2500
503,586.88 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5724716 .2500
519,084.56 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5726346 .2500
824,372.24 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5726947 .2500
418,000.00 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
1
5727217 .2500
299,494.48 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5728416 .2500
464,254.07 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5728994 .2500
319,374.03 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5730549 .2500
340,313.22 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5734378 .2500
356,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5734704 .2500
404,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5736220 .2500
334,718.56 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5745838 .2500
399,555.69 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
5746054 .2500
384,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5761618 .2500
385,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5762236 .2500
330,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5766860 .2500
613,532.79 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5766884 .2500
412,500.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5767318 .2500
352,303.77 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5767338 .2500
332,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5769276 .2500
649,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
5771612 .2500
345,755.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
5772164 .2500
683,271.88 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5772622 .2500
374,707.46 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5775252 .2500
420,854.75 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5776516 .2500
338,235.93 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5777474 .2500
288,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5779984 .2500
349,705.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5782940 .2500
360,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
5790632 .2500
446,859.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5796094 .2500
389,903.89 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5801374 .2500
297,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5805650 .2500
626,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5808280 .2500
319,200.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5811680 .2500
990,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5811802 .2500
407,473.89 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5811904 .2500
321,729.48 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
5812104 .2500
314,754.27 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5821786 .2500
634,879.17 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5821788 .2500
466,178.19 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
5823458 .2500
355,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5824594 .2500
367,200.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5835830 .2500
374,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5835868 .2500
319,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5836026 .2500
539,511.83 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
5843822 .2500
620,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5849000 .2500
350,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5849060 .2500
419,342.74 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850652 .2500
174,002.74 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5850674 .2500
283,978.91 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850688 .2500
299,078.44 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850702 .2500
315,027.15 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850704 .2500
315,194.30 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5850706 .2500
315,456.58 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850718 .2500
322,679.95 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850728 .2500
329,470.65 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5850732 .2500
333,856.56 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850734 .2500
333,771.54 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850750 .2500
347,160.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850762 .2500
356,268.75 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5850766 .2500
357,289.99 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5850772 .2500
359,408.10 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5850774 .2500
363,672.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5850804 .2500
384,697.77 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5850808 .2500
387,304.01 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5850810 .2500
387,585.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850814 .2500
389,081.75 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850828 .2500
411,528.78 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850830 .2500
415,968.58 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
5850868 .2500
487,996.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5850878 .2500
512,789.80 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5857016 .2500
365,017.83 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5858194 .2500
350,335.13 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5858200 .2500
340,915.67 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5858206 .2500
331,467.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5860356 .2500
336,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5860442 .2500
280,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5860594 .2500
419,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5869726 .2500
407,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5869750 .2500
406,674.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5870322 .2500
390,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5870864 .2500
580,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5871368 .2500
415,667.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5874670 .2500
345,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5875036 .2500
366,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5875052 .2500
373,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5875068 .2500
319,768.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
5875072 .2500
308,400.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5877894 .2500
335,200.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5885750 .2500
449,640.15 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5885754 .2500
350,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5886878 .2500
299,120.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5886944 .2500
319,800.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5901876 .2500
327,200.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5902228 .2500
331,100.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5908944 .2500
389,500.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5910488 .2500
393,750.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5910568 .2500
327,200.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5910580 .2500
400,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5910664 .2500
368,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5910672 .2500
422,400.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
5915530 .2500
316,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5918404 .2500
734,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5920700 .2500
430,625.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
5930036 .2500
346,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5935158 .2500
380,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5935180 .2500
341,600.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5935208 .2500
452,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5935444 .2500
800,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5935470 .2500
367,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5942832 .2500
297,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5943464 .2500
603,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5947064 .2500
350,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5948014 .2500
299,803.92 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5949410 .2500
324,250.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5954092 .2500
507,091.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5954114 .2500
399,238.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5954116 .2500
615,059.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5954126 .2500
299,530.53 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5954128 .2500
298,543.57 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5954132 .2500
170,869.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5954136 .2500
320,447.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5954138 .2500
306,719.25 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5954140 .2500
309,864.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5954146 .2500
431,654.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
5954150 .2500
479,596.74 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5954156 .2500
308,752.89 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5954158 .2500
346,500.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5954270 .2500
457,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5961288 .2500
680,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
5961548 .2500
650,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5961846 .2500
330,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5961850 .2500
334,200.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
5961854 .2500
362,400.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
5961862 .2500
309,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
5961904 .2500
649,467.20 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5967772 .2500
356,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5968004 .2500
395,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5973078 .2500
295,757.37 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5979660 .2500
298,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5985940 .2500
850,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
5985958 .2500
682,500.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5985994 .2500
310,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
5986106 .2500
425,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5986110 .2500
455,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5986332 .2500
295,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
5986340 .2500
463,700.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
5990258 .2500
321,600.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
5999954 .2500
445,150.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
5999956 .2500
457,350.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
5999958 .2500
314,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6010850 .2500
347,500.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6010928 .2500
980,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6011016 .2500
469,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6011036 .2500
424,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6020276 .2500
319,664.17 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6027122 .2500
500,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
6028940 .2500
382,700.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6033944 .2500
310,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6034060 .2500
425,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6034330 .2500
322,900.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6054130 .2500
367,700.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6059728 .2500
320,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6071706 .2500
376,690.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075340 .2500
399,663.95 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
6075398 .5000
333,612.66 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075422 .2500
338,442.62 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075428 .5000
493,923.57 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075434 .3750
394,856.41 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075448 .5000
319,298.61 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075456 .6250
331,493.18 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075462 .3750
335,461.00 .0800
7.1250 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075468 .5000
403,367.78 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6075470 .6250
550,158.89 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075488 .5000
439,656.75 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075490 .7500
704,476.78 .0800
7.5000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075508 .5000
648,982.80 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6075510 .6250
307,750.61 .0800
7.3750 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6078856 .2500
421,500.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6078858 .2500
345,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6078860 .2500
450,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6083616 .2500
292,300.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6083700 .2500
260,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6083704 .2500
395,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6083768 .2500
284,500.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6083852 .2500
615,594.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6084552 .2500
338,907.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6084586 .2500
349,705.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6087340 .2500
649,453.92 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
6087886 .2500
301,346.62 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6088640 .2500
311,737.88 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6088820 .2500
440,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6089138 .2500
649,480.21 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6091356 .2500
263,700.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
6097202 .2500
366,684.02 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6099308 .2500
408,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6099310 .2500
507,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6101114 .2500
362,150.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6111058 .2500
300,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6117250 .2500
356,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6126396 .2500
610,400.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6136546 .2500
139,300.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6136604 .2500
320,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6136662 .2500
423,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6136698 .2500
74,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
6137116 .2500
330,500.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6137122 .2500
327,700.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6140758 .2500
510,560.04 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6158946 .2500
405,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6161288 .2500
649,950.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6163680 .2500
359,712.11 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6173026 .2500
403,127.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6173846 .2500
551,558.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
6174410 .2500
318,747.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
6175162 .2500
359,450.44 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6175206 .2500
422,700.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6175400 .2500
349,465.70 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6177124 .2500
399,078.24 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
6177284 .5000
361,419.32 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177286 .5000
339,787.03 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6177288 .5000
424,334.92 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6177290 .5000
368,713.80 .0800
7.6250 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6177292 .5000
499,177.93 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177296 .5000
343,062.30 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6177298 .5000
527,899.25 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6177302 .5000
326,735.21 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177304 .5000
423,302.88 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177306 .5000
479,267.28 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6177308 .5000
325,726.65 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
6177310 .5000
344,473.35 .0800
7.3750 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6177312 .5000
459,062.10 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177314 .5000
299,530.53 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6177318 .5000
349,713.11 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177320 .5000
499,609.95 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6177326 .5000
499,167.63 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6177328 .5000
321,919.96 .0800
7.5000 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6177330 .5000
479,616.15 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
6177332 .5000
314,507.05 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6177336 .3750
350,305.46 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177340 .5000
436,450.69 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177342 .5000
399,672.12 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177344 .5000
599,508.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177350 .2500
318,674.73 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177358 .5000
599,508.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177362 .5000
749,385.23 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177378 .3750
649,453.92 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177382 .5000
649,467.20 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177384 .2500
574,504.94 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177394 .3750
349,705.96 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177402 .5000
307,753.69 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177404 .2500
486,776.73 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
6177408 .5000
341,319.99 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177418 .2500
355,685.89 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
6177424 .5000
430,147.12 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177426 .5000
559,540.97 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177428 .2500
309,733.09 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177432 .3750
610,486.68 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177434 .5000
459,622.93 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177440 .3750
649,453.92 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177448 .5000
308,000.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177452 .5000
415,659.01 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177458 .5000
389,680.32 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177464 .5000
361,303.59 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177466 .5000
294,758.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177468 .5000
421,154.50 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177470 .5000
307,747.53 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177482 .3750
440,929.09 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177492 .3750
553,277.09 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177500 .5000
476,609.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177510 .5000
574,528.68 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177516 .5000
354,558.45 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177530 .3750
372,886.47 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177534 .5000
449,631.13 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177538 .5000
421,754.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177542 .5000
309,745.89 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177544 .3750
344,710.15 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177548 .5000
354,723.06 .0800
7.2500 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6177554 .5000
363,705.71 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177556 .5000
419,946.21 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177562 .3750
349,705.96 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177564 .3750
384,676.55 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177568 .5000
508,734.37 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177574 .5000
569,532.77 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177580 .5000
359,712.11 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177588 .5000
358,905.56 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177594 .5000
599,508.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177596 .5000
618,869.49 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177604 .5000
489,598.34 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177614 .5000
307,747.53 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177624 .5000
537,569.77 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177638 .5000
391,000.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177642 .5000
470,613.92 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177644 .2500
362,687.46 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177648 .5000
416,000.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177650 .5000
599,508.18 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177654 .2500
359,682.38 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6177660 .2500
357,500.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177664 .5000
326,632.04 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177666 .5000
449,631.13 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177672 .3750
443,626.98 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177676 .3750
461,611.87 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177678 .3750
405,658.91 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177688 .5000
347,200.00 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177690 .2500
567,510.96 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177698 .5000
324,733.59 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177700 .2500
303,631.87 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6177718 .5000
364,000.00 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177722 .5000
614,495.89 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177728 .3750
388,173.61 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177734 .2500
309,600.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6177736 .5000
367,658.38 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177748 .3750
448,000.00 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177758 .3750
325,726.12 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177766 .3750
384,676.55 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177778 .3750
369,689.15 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177780 .3750
287,758.04 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177784 .3750
487,590.02 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6177786 .3750
453,618.58 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177788 .2500
318,244.56 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177792 .5000
349,720.11 .0800
7.1250 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6177794 .5000
474,610.64 .0300
7.0000 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177798 .3750
464,609.34 .0300
6.8750 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177800 .2500
340,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6177806 .2500
414,143.12 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6178414 .2500
426,032.87 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6178774 .2500
593,971.27 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6179926 .2500
330,235.70 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6180152 .2500
389,419.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6180582 .2500
356,969.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
6188466 .2500
109,250.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6189254 .2500
480,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6189532 .2500
468,301.68 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6189802 .2500
311,744.25 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6190172 .2500
371,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6190242 .2500
413,260.97 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6190762 .2500
456,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6193328 .2500
408,771.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6201244 .2500
394,184.52 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6212016 .2500
449,640.15 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6213172 .2500
325,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6213270 .2500
399,999.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
6213476 .2500
332,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6213738 .2500
424,398.14 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
6216748 .2500
419,672.36 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6225282 .2500
506,784.25 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6228262 .2500
383,399.07 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6228866 .2500
359,463.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6229994 .2500
365,608.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6230348 .2500
338,235.93 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
6230916 .2500
328,949.51 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6233908 .2500
335,700.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6236914 .2500
370,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6237010 .2500
582,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6237130 .2500
439,200.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6237552 .2500
359,751.68 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6241504 .2500
335,200.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6243040 .2500
446,500.18 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
6250210 .2500
478,450.10 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6250450 .2500
319,750.37 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6251900 .2500
411,618.41 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
6253212 .2500
359,719.16 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6254534 .2500
648,957.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6256840 .2500
576,694.87 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6266214 .2500
307,053.46 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
6266394 .2500
439,069.78 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1
6266678 .2500
596,661.45 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
6266742 .2500
319,344.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6267570 .2500
435,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6267576 .2500
434,284.78 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6270524 .2500
458,142.95 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
6271226 .2500
382,385.59 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6271572 .2500
748,883.30 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6271950 .2500
474,631.03 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
6272056 .2500
559,540.97 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6273578 .2500
299,564.33 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
6275946 .2500
349,720.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6275948 .2500
349,705.96 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6275954 .2500
391,838.61 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6275956 .2500
380,204.08 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6275958 .2500
382,230.03 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
6275962 .2500
327,351.96 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
1
6277850 .2500
284,097.12 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
6279426 .2500
486,428.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6281960 .2500
498,879.81 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6282452 .2500
392,051.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6283244 .2500
512,750.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6283412 .2500
439,612.50 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6283596 .2500
335,189.09 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6290888 .2500
332,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
6290890 .2500
435,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6291674 .2500
409,509.24 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6291806 .2500
368,464.16 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
6291992 .2500
347,707.63 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6292124 .2500
449,016.70 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
6292412 .2500
335,247.23 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
6294270 .2500
548,239.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6294996 .2500
476,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
6300014 .2500
430,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6301186 .2500
607,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6303054 .2500
401,900.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6303074 .2500
590,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
6305956 .2500
400,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6309008 .2500
445,634.42 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6309300 .2500
292,759.83 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6312866 .2500
325,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6313630 .2500
525,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
6315564 .2500
357,430.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
6315802 .2500
487,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
6319694 .2500
298,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6320286 .2500
334,538.82 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
6320714 .2500
599,587.08 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
6336500 .2500
360,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6336646 .2500
374,400.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
6344302 .2500
400,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
6378634 .2500
464,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
TOTAL NUMBER OF LOANS: 640
TOTAL BALANCE........: 258,762,293.71
RUN ON : 11/26/01 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.50.44 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI 2001-S27 FIXED SUMMARY REPORT CUTOFF : 11/01/01
POOL : 0004552
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
----------------------------------------------------------------------------
CURR NOTE RATE 7.0807 6.3750 8.2500
RFC NET RATE 6.7846 6.1250 8.0000
NET MTG RATE(INVSTR RATE) 6.7173 6.0950 7.9200
POST STRIP RATE 6.4826 6.0950 6.5000
SUB SERV FEE .2961 .2500 .7500
MSTR SERV FEE .0674 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2347 .0000 1.4200
TOTAL NUMBER OF LOANS: 640
TOTAL BALANCE........: 258,762,293.71
***************************
* END OF REPORT *
***************************
RUN ON : 11/26/01 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.50.44 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI 2001-S27 CUTOFF : 11/01/01
POOL : 0004552
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
ORIG TERM PRINCIPAL BAL # OF UNITS
ORIG RATE ORIGINAL P+I LTV
CURR NET CURRENT P+I
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
3961441 253/253 F 650,000.00 ZZ
360 649,480.20 1
7.125 4,379.18 60
6.875 4,379.18
BOULDER CO 80303 4 09/13/01 00
958586 05 11/01/01 0
958586 O 10/01/31
0
4256726 532/G01 F 46,000.00 ZZ
360 44,979.00 1
7.500 321.64 66
7.250 321.64
TWENTYNINE PALM CA 92277 5 02/06/01 00
0432618874 05 04/01/01 0
070192895 O 03/01/31
0
4745257 E82/G01 F 317,000.00 ZZ
360 315,418.03 1
7.000 2,109.01 80
6.750 2,109.01
HADDONFIELD NJ 08033 2 04/30/01 00
0400410247 05 06/01/01 0
0400410247 O 05/01/31
0
4768991 E22/G01 F 272,000.00 ZZ
360 270,829.41 1
7.750 1,948.64 80
7.500 1,948.64
AURORA CO 80016 2 05/02/01 00
0412590077 03 06/01/01 0
1
0412590077 O 05/01/31
0
4832312 L60/F27 F 464,594.35 ZZ
359 462,747.64 1
7.250 3,171.83 72
7.000 3,171.83
CHARLOTTE NC 28226 1 06/15/01 00
6610545813 05 07/01/01 0
6610545813 O 05/01/31
0
4948828 286/286 F 390,000.00 ZZ
360 388,534.60 1
7.500 2,726.94 80
7.250 2,726.94
SAN JOSE CA 95111 1 05/18/01 00
341578 05 07/01/01 0
341578 O 06/01/31
0
4964994 964/G01 F 399,950.00 ZZ
360 399,950.00 1
6.875 2,627.39 28
6.625 2,627.39
SANTA BARBARA CA 93105 5 10/04/01 00
0433256930 05 12/01/01 0
129411 O 11/01/31
0
4973491 994/994 F 336,000.00 ZZ
360 334,949.80 1
7.875 2,436.23 74
7.625 2,436.23
BOSTON MA 02114 5 06/21/01 00
1 01 08/01/01 0
1 O 07/01/31
0
4984477 A50/G01 F 292,000.00 ZZ
360 291,125.00 1
7.500 2,041.71 76
7.250 2,041.71
FERNANDINA BEAC FL 32034 1 06/22/01 00
0433331410 03 08/01/01 0
521475507 O 07/01/31
0
1
4998002 975/G01 F 315,000.00 ZZ
360 314,032.35 1
7.375 2,175.63 63
7.125 2,175.63
ARCADIA CA 91006 2 06/20/01 00
0432945772 05 08/01/01 0
2012366 O 07/01/31
0
5172222 L46/L46 F 420,000.00 ZZ
360 418,909.03 1
6.750 2,724.12 73
6.500 2,724.12
SOUTHLAKE TX 76092 1 08/01/01 00
0000941369 03 09/01/01 0
0000941369 O 08/01/31
0
5177428 L38/G01 F 348,900.00 ZZ
360 348,057.97 1
7.125 2,350.61 80
6.875 2,350.61
LEESBURG VA 20175 1 07/30/01 00
0433284346 03 09/01/01 0
07540000002674 O 08/01/31
0
5184850 R65/G01 F 613,600.00 ZZ
360 612,221.75 1
7.500 4,290.38 80
7.250 4,290.38
RIDGEFIELD CT 06877 2 07/30/01 00
0433334992 05 09/01/01 0
20013226 O 08/01/31
0
5202499 E22/G01 F 66,500.00 ZZ
360 66,365.26 1
8.000 487.95 95
7.750 487.95
LOS LUNAS NM 87031 1 07/25/01 04
0412822082 05 09/01/01 30
0412822082 O 08/01/31
0
5232167 L38/G01 F 350,000.00 ZZ
360 348,924.82 1
7.375 2,417.37 67
7.125 2,417.37
1
CARLSBAD CA 92009 1 06/19/01 00
0433258787 03 08/01/01 0
07060 O 07/01/31
0
5232301 575/G01 F 460,000.00 ZZ
360 459,022.88 1
6.750 2,983.55 80
6.500 2,983.55
CLARKSVILLE MD 21029 1 08/20/01 00
0433256971 05 10/01/01 0
12020608 O 09/01/31
0
5235334 994/X14 F 355,200.00 ZZ
360 353,575.45 1
7.125 2,393.05 80
6.875 2,393.05
SEATTLE WA 98116 1 05/29/01 00
0218289787 05 07/01/01 0
0218289787 O 06/01/31
0
5244568 994/994 F 300,000.00 ZZ
360 299,575.15 1
7.750 2,149.24 84
7.500 2,149.24
RIVERSIDE CA 92506 1 08/24/01 11
648683922 05 10/01/01 25
648683922 O 09/01/31
0
5257241 144/144 F 325,000.00 ZZ
360 324,503.90 1
7.375 2,244.69 44
7.125 2,244.69
CHAPPAQUA NY 10514 5 08/30/01 00
160672360 05 10/01/01 0
160672360 O 09/01/31
0
5260991 T44/G01 F 336,000.00 ZZ
360 333,056.42 1
7.125 2,263.69 80
6.875 2,263.69
LAS VEGAS NV 89129 2 08/20/01 00
0433256245 03 10/01/01 0
1018590 O 09/01/31
0
1
5299283 N60/N60 F 520,840.00 ZZ
360 518,978.09 1
7.750 3,731.36 80
7.500 3,731.36
DAYTON OH 45406 2 05/07/01 00
783311589 05 07/01/01 0
783311589 O 06/01/31
0
5302306 313/G01 F 448,000.00 ZZ
360 447,614.28 1
6.750 2,905.72 80
6.500 2,905.72
DALLAS TX 75230 1 09/07/01 00
0433290749 05 11/01/01 0
0008309809 O 10/01/31
0
5302319 253/253 F 196,500.00 ZZ
360 196,346.71 1
7.250 1,340.48 65
7.000 1,340.48
MISSION VIEJO CA 92692 2 09/07/01 00
973633 03 11/01/01 0
973633 O 10/01/31
0
5312746 R84/G01 F 515,000.00 ZZ
360 514,173.88 1
7.125 3,469.65 77
6.875 3,469.65
BAINBRIDGE ISLA WA 98110 1 08/16/01 00
0433228004 05 10/01/01 0
WA371371 O 09/01/31
0
5318275 356/G01 F 332,000.00 ZZ
360 331,734.50 1
7.125 2,236.75 31
6.875 2,236.75
PALO ALTO CA 94301 2 09/11/01 00
0433266954 05 11/01/01 0
2889921 O 10/01/31
0
5338506 G75/G75 F 330,400.00 ZZ
360 329,333.67 1
1
7.125 2,225.97 80
6.875 2,225.97
BOWIE MD 20721 1 06/27/01 00
04375261 03 08/01/01 0
04375261 O 07/01/31
0
5353852 Q73/G01 F 116,500.00 ZZ
360 116,406.84 1
7.125 784.88 43
6.875 784.88
CORINTH MS 38834 2 09/13/01 00
0433292760 05 11/01/01 0
2846372 O 10/01/31
0
5363493 R65/G01 F 318,750.00 ZZ
360 318,017.87 1
7.375 2,201.53 75
7.125 2,201.53
MARRIOTTSVILLE MD 21104 1 07/26/01 00
0433116811 05 09/01/01 0
20014050 O 08/01/31
0
5364025 L46/L46 F 300,000.00 ZZ
360 299,765.97 1
7.250 2,046.53 75
7.000 2,046.53
DAVISBURG MI 48350 5 09/11/01 00
0002095586 05 11/01/01 0
0002095586 O 10/01/31
0
5369026 994/X14 F 320,000.00 ZZ
360 319,246.59 1
7.250 2,182.96 67
7.000 2,182.96
NEW BRAUNFELS TX 78132 4 07/26/01 00
403355651 05 09/01/01 0
403355651 O 08/01/31
0
5369221 994/X14 F 337,500.00 ZZ
360 336,463.24 1
7.375 2,331.03 80
7.125 2,331.03
SOUTHLAKE TX 76092 2 06/28/01 00
218444960 03 08/01/01 0
1
218444960 O 07/01/31
0
5374226 623/G01 F 321,600.00 ZZ
360 320,842.80 1
7.250 2,193.88 80
7.000 2,193.88
MARIETTA GA 30066 1 07/09/01 00
0433110848 03 09/01/01 0
5361330 O 08/01/31
0
5393234 738/G01 F 549,500.00 ZZ
360 549,071.34 1
7.250 3,748.56 70
7.000 3,748.56
MARIETTA GA 30062 5 09/05/01 00
0433314796 05 11/01/01 0
5841323 O 10/01/31
0
5401771 757/G01 F 375,000.00 ZZ
360 374,383.43 1
7.000 2,494.89 67
6.750 2,494.89
BURLINGTON MA 01803 1 08/31/01 00
0433244787 05 10/01/01 0
1000331247 O 09/01/31
0
5407389 E22/G01 F 305,000.00 ZZ
360 304,497.70 1
7.000 2,029.17 61
6.750 2,029.17
XXXXXXXX OR 97544 2 08/14/01 00
0412792533 05 10/01/01 0
0412792533 O 09/01/31
0
5408683 144/144 F 800,000.00 ZZ
360 798,808.85 1
7.500 5,593.72 63
7.250 5,593.72
ARMONK NY 10504 1 08/30/01 00
160672477 05 10/01/01 0
160672477 O 09/01/31
0
1
5412404 196/G01 F 588,550.00 ZZ
360 587,198.21 1
7.375 4,064.97 80
7.125 4,064.97
AUSTIN TX 78733 1 07/12/01 00
0433188059 03 09/01/01 0
1429614 O 08/01/31
0
5416178 025/025 F 308,900.00 ZZ
360 307,139.70 1
7.125 2,081.12 78
6.875 2,081.12
NASHVILLE TN 37215 2 03/28/01 00
0025268434 05 05/01/01 0
0025268434 O 04/01/31
0
5418719 A06/G01 F 411,000.00 ZZ
360 410,356.84 1
7.250 2,803.75 50
7.000 2,803.75
BIRMINGHAM MI 48009 2 08/31/01 00
0433208766 05 10/01/01 0
021000020114510 O 09/01/31
0
5428226 E82/G01 F 344,000.00 ZZ
360 343,461.66 1
7.250 2,346.69 80
7.000 2,346.69
SCOTTSDALE AZ 85258 1 08/22/01 00
0400465613 03 10/01/01 0
0400465613 O 09/01/31
0
5433728 K89/G01 F 440,000.00 ZZ
360 439,648.13 1
7.125 2,964.37 80
6.875 2,964.37
CORAL GABLES FL 33156 1 09/26/01 00
0433284908 05 11/01/01 0
200107153 O 10/01/31
0
5440798 N47/G01 F 650,000.00 ZZ
360 650,000.00 1
6.875 4,270.04 62
6.625 4,270.04
1
OAKLAND CA 94618 2 10/10/01 00
0433296977 05 12/01/01 0
20211321 O 11/01/31
0
5444079 757/G01 F 372,000.00 ZZ
360 371,687.47 1
6.875 2,443.78 71
6.625 2,443.78
BATESVILLE IN 47006 2 08/31/01 00
0433214319 05 11/01/01 0
1000390490 O 10/01/31
0
5452885 B57/G01 F 399,900.00 ZZ
360 399,580.21 1
7.125 2,694.20 80
6.875 2,694.20
GLENDORA CA 91741 1 09/19/01 00
0433261773 05 11/01/01 0
2116718 O 10/01/31
0
5461175 W56/M32 F 390,000.00 ZZ
360 389,404.66 1
7.375 2,693.63 89
7.125 2,693.63
MARBLEHEAD MA 01945 1 08/31/01 00
0400468278 05 10/01/01 0
0400468278 O 09/01/31
0
5462699 P67/G01 F 308,000.00 ZZ
360 307,753.70 1
7.125 2,075.05 79
6.875 2,075.05
MILLBURN NJ 07041 2 09/06/01 00
0433282175 05 11/01/01 0
2873 O 10/01/31
0
5462961 696/G01 F 770,000.00 ZZ
360 768,853.53 1
7.500 5,383.95 70
7.250 5,383.95
ARLINGTON VA 22209 1 08/24/01 00
0433333481 06 10/01/01 0
25501134 O 09/01/31
0
1
5464005 356/G01 F 650,000.00 ZZ
360 649,007.76 1
7.375 4,489.39 80
7.125 4,489.39
WALNUT CREEK CA 94596 1 09/05/01 00
0433292638 05 10/01/01 0
2893444 O 09/01/31
0
5465201 J37/286 F 497,000.00 ZZ
360 494,888.22 1
6.875 3,264.94 77
6.625 3,264.94
DALLAS TX 75214 2 05/11/01 00
5391742 05 07/01/01 0
5391742 O 06/01/31
0
5466078 253/253 F 398,250.00 ZZ
360 397,939.32 1
7.250 2,716.77 75
7.000 2,716.77
EDINA MN 55439 5 09/10/01 00
979673 05 11/01/01 0
979673 O 10/01/31
0
5468263 964/G01 F 310,000.00 ZZ
360 310,000.00 1
6.625 1,984.96 62
6.375 1,984.96
SAN JOSE CA 95111 5 10/03/01 00
0433272382 05 12/01/01 0
145835 O 11/01/31
0
5468586 L60/F27 F 444,100.00 ZZ
360 442,213.02 1
6.875 2,917.42 80
6.625 2,917.42
SPRINGFIELD VA 22153 1 05/24/01 00
6920090573 05 07/01/01 0
6920090573 O 06/01/31
0
5469587 356/G01 F 350,000.00 ZZ
360 349,726.96 1
1
7.250 2,387.62 40
7.000 2,387.62
PALO ALTO CA 94306 2 09/07/01 00
0433267812 05 11/01/01 0
2898443 O 10/01/31
0
5470429 356/G01 F 349,000.00 ZZ
360 348,720.91 1
7.125 2,351.28 35
6.875 2,351.28
LOS ALTOS CA 94024 2 09/11/01 00
0433266145 05 11/01/01 0
2895605 O 10/01/31
0
5471837 757/G01 F 321,750.00 ZZ
360 321,505.17 1
7.375 2,222.25 75
7.125 2,222.25
CLIFTON VA 20124 5 09/07/01 00
0433309507 03 11/01/01 0
5BODEKE O 10/01/31
0
5473232 J37/286 F 492,000.00 ZZ
360 489,858.04 1
6.750 3,191.10 80
6.500 3,191.10
RICHMOND VA 23233 1 05/15/01 00
5391708 05 07/01/01 0
5391708 O 06/01/31
0
5475785 J37/286 F 300,000.00 ZZ
360 298,504.88 1
7.375 2,072.03 68
7.125 2,072.03
NORTH RICHLAND TX 76180 4 04/06/01 00
5391795 05 06/01/01 0
5391795 O 05/01/31
0
5477223 A21/G01 F 475,000.00 ZZ
360 474,600.93 1
6.875 3,120.42 67
6.625 3,120.42
TENAFLY NJ 07670 5 09/06/01 00
0433234655 05 11/01/01 0
1
0100117787 O 10/01/31
0
5488913 356/G01 F 420,000.00 ZZ
360 419,680.41 1
7.375 2,900.84 70
7.125 2,900.84
NEWARK CA 94560 5 09/10/01 00
0433267861 05 11/01/01 0
2895308 O 10/01/31
0
5491191 964/G01 F 388,000.00 ZZ
360 387,674.03 1
6.875 2,548.89 80
6.625 2,548.89
LAKE OSWEGO OR 97035 1 09/12/01 00
0433199288 03 11/01/01 0
140970 O 10/01/31
0
5494795 J37/286 F 390,000.00 ZZ
360 388,100.70 1
7.125 2,627.51 65
6.875 2,627.51
PLANO TX 75093 1 04/27/01 00
5391310 03 06/01/01 0
5391310 O 05/01/31
0
5495950 J37/286 F 348,602.00 ZZ
360 347,225.71 1
7.250 2,378.09 80
7.000 2,378.09
NAPERVILLE IL 60564 1 05/15/01 00
5391717 05 07/01/01 0
5391717 O 06/01/31
0
5498723 356/G01 F 349,168.00 ZZ
360 348,874.65 1
6.875 2,293.79 56
6.625 2,293.79
SAN MATEO CA 94403 5 09/18/01 00
0433317724 05 11/01/01 0
2897551 O 10/01/31
0
1
5499322 950/G01 F 480,000.00 ZZ
360 479,643.77 1
7.500 3,356.23 80
7.250 3,356.23
MILPITAS CA 95035 1 09/14/01 00
0433277647 05 11/01/01 0
A6104031 O 10/01/31
0
5499782 U62/G01 F 386,700.00 ZZ
360 386,367.06 1
6.750 2,508.13 69
6.500 2,508.13
XXX HILLS NY 11746 5 09/14/01 00
0433235470 05 11/01/01 0
2001289537 O 10/01/31
0
5500628 J37/286 F 296,000.00 ZZ
360 294,211.72 1
7.125 1,994.21 80
6.875 1,994.21
MARIETTA GA 30066 1 03/30/01 00
5390771 05 05/01/01 0
5390771 O 04/01/31
0
5500663 J37/286 F 389,130.00 ZZ
360 384,534.62 1
7.500 2,720.86 90
7.250 2,720.86
SAN MATEO CA 94401 2 03/23/01 10
5391463 05 05/01/01 25
5391463 O 04/01/31
0
5501908 696/G01 F 400,000.00 ZZ
360 399,404.42 1
7.500 2,796.86 73
7.250 2,796.86
RECTORTOWN VA 20140 5 08/29/01 00
0433252012 05 10/01/01 0
50101124 O 09/01/31
0
5504735 J37/286 F 300,000.00 ZZ
360 298,570.38 1
7.250 2,046.53 50
7.000 2,046.53
1
ANNAPOLIS MD 21401 1 04/03/01 00
5390776 05 06/01/01 0
5390776 O 05/01/31
0
5507191 A06/G01 F 337,500.00 ZZ
360 337,230.10 1
7.125 2,273.81 66
6.875 2,273.81
HUNTINGTON WOOD MI 48070 2 09/20/01 00
0433257482 05 11/01/01 0
001000010012826 O 10/01/31
0
5516949 E22/G01 F 299,000.00 ZZ
360 298,520.36 1
7.125 2,014.42 47
6.875 2,014.42
BOULDER CO 80302 2 08/31/01 00
0412887358 05 10/01/01 0
0412887358 O 09/01/31
0
5519993 964/G01 F 313,940.00 ZZ
360 313,688.95 1
7.125 2,115.07 80
6.875 2,115.07
SAN LEANDRO CA 94577 1 09/19/01 00
0433255007 03 11/01/01 0
144810 O 10/01/31
0
5520661 A35/A35 F 385,000.00 ZZ
360 384,684.42 1
7.000 2,561.41 80
6.750 2,561.41
FOREST HILLS NY 11375 1 09/11/01 00
12152 05 11/01/01 0
12152 O 10/01/31
0
5522614 M29/G01 F 462,000.00 ZZ
360 461,648.45 1
7.375 3,190.92 47
7.125 3,190.92
AUSTIN TX 78703 2 09/24/01 00
0433284361 05 11/01/01 0
0108146CFC O 10/01/31
0
1
5530432 T29/G01 F 400,000.00 ZZ
360 399,680.13 1
7.125 2,694.87 49
6.875 2,694.87
SCOTTSDALE AZ 85255 2 09/19/01 00
0433254950 03 11/01/01 0
1210504 O 10/01/31
0
5530690 696/G01 F 367,500.00 ZZ
360 366,924.89 1
7.250 2,507.00 72
7.000 2,507.00
WASHINGTON DC 20016 5 09/05/01 00
0433273182 05 10/01/01 0
31101196 O 09/01/31
0
5534350 664/G01 F 361,500.00 ZZ
360 360,304.30 1
7.000 2,405.07 73
6.750 2,405.07
LA CANADA CA 91011 2 06/15/01 00
0433150885 05 08/01/01 0
0008109928 O 07/01/31
0
5534558 664/G01 F 327,825.00 ZZ
360 326,766.98 1
7.125 2,208.62 80
6.875 2,208.62
COLLEGEVILLE PA 19426 1 06/22/01 00
0433150463 05 08/01/01 0
0006938518 O 07/01/31
0
5538310 664/G01 F 388,000.00 ZZ
360 386,619.30 1
6.625 2,484.41 80
6.375 2,484.41
NARBERTH PA 19072 1 06/08/01 00
0433149788 05 08/01/01 0
8091597 O 07/01/31
0
5539196 664/G01 F 319,000.00 ZZ
360 317,629.15 1
1
7.500 2,230.50 78
7.250 2,230.50
LIVERMORE CA 94550 2 06/08/01 00
0433149044 05 08/01/01 0
8063638 O 07/01/31
0
5539788 664/G01 F 344,500.00 ZZ
360 343,360.53 1
7.000 2,291.97 81
6.750 2,291.97
GILBERT AZ 85296 1 06/20/01 11
0433140985 03 08/01/01 25
701315 O 07/01/31
0
5539815 664/G01 F 298,000.00 ZZ
360 297,128.98 1
7.625 2,109.23 80
7.375 2,109.23
ANAHEIM CA 92808 1 06/27/01 00
0433146099 05 08/01/01 0
8180564 O 07/01/31
0
5540282 664/G01 F 310,350.00 ZZ
360 309,420.00 1
7.500 2,170.02 80
7.250 2,170.02
AMBLER PA 19002 1 07/02/01 00
0433144169 05 08/01/01 0
0006940407 O 07/01/31
0
5546386 A06/G01 F 330,000.00 ZZ
360 329,483.56 1
7.250 2,251.19 75
7.000 2,251.19
HUNTINGTON WOOD MI 48070 5 08/31/01 00
0433271178 05 10/01/01 0
021000020143443 O 09/01/31
0
5549970 L46/L46 F 563,000.00 ZZ
360 562,527.01 1
6.875 3,698.51 78
6.625 3,698.51
PLANO TX 75093 2 09/25/01 00
0000944827 05 11/01/01 0
1
0000944827 O 10/01/31
0
5556590 A21/A21 F 365,400.00 ZZ
360 365,114.95 1
7.250 2,492.68 68
7.000 2,492.68
MONTVALE NJ 07645 2 09/26/01 00
0100122410 05 11/01/01 0
0100122410 O 10/01/31
0
5559400 964/G01 F 309,000.00 ZZ
360 308,758.95 1
7.250 2,107.93 74
7.000 2,107.93
SACRAMENTO CA 95818 5 09/17/01 00
0433254372 05 11/01/01 0
143690 O 10/01/31
0
5562523 926/G01 F 360,000.00 ZZ
351 359,386.38 1
7.125 2,443.40 39
6.875 2,443.40
SAVANNAH GA 31411 1 09/01/01 00
0433325180 03 10/01/01 0
1 O 12/01/30
0
5562555 K89/G01 F 127,040.00 ZZ
360 126,938.40 1
7.125 855.90 80
6.875 855.90
MIAMI FL 33018 1 09/11/01 00
0433284593 05 11/01/01 0
200108196 O 10/01/31
0
5563059 R88/G01 F 1,000,000.00 ZZ
360 997,645.55 1
7.250 6,821.76 65
7.000 6,821.76
GOLETA CA 93117 4 07/31/01 00
0433321635 05 09/01/01 0
1227597 O 08/01/31
0
1
5564021 P60/G01 F 400,000.00 ZZ
360 399,680.13 1
7.125 2,694.87 60
6.875 2,694.87
SHAKER HEIGHTS OH 44122 2 09/18/01 00
0433284940 05 11/01/01 0
6100058967 O 10/01/31
0
5565414 356/G01 F 445,000.00 ZZ
360 445,000.00 1
7.125 2,998.05 68
6.875 2,998.05
HAYWARD CA 94544 2 10/09/01 00
0433317179 03 12/01/01 0
2874020 O 11/01/31
0
5567924 E33/G01 F 693,000.00 ZZ
360 692,431.95 1
7.000 4,610.55 73
6.750 4,610.55
LAKE FOREST IL 60045 5 09/05/01 00
0433313491 05 11/01/01 0
XXXXXX O 10/01/31
0
5569152 964/G01 F 303,000.00 ZZ
360 302,745.44 1
6.875 1,990.50 66
6.625 1,990.50
OAKLAND CA 94602 2 09/24/01 00
0433260304 05 11/01/01 0
400147952 O 10/01/31
0
5570178 R88/G01 F 300,000.00 ZZ
360 299,530.53 1
7.250 2,046.53 58
7.000 2,046.53
XXX HILLS NY 11746 1 08/09/01 00
0433178084 05 10/01/01 0
1118116 O 09/01/31
0
5571132 356/G01 F 623,000.00 ZZ
360 623,000.00 1
7.250 4,249.96 38
7.000 4,249.96
1
PLEASANTON CA 94566 2 09/28/01 00
0433325347 05 12/01/01 0
2898740 O 11/01/31
0
5574460 E22/G01 F 502,000.00 ZZ
360 501,567.79 1
6.750 3,255.96 80
6.500 3,255.96
WESTON FL 33327 1 09/14/01 00
0412936148 03 11/01/01 0
0412936148 O 10/01/31
0
5580666 405/405 F 336,000.00 ZZ
360 334,442.23 1
7.375 2,320.67 75
6.875 2,320.67
ALEDO TX 76008 2 09/29/00 00
0012180675 03 06/01/01 0
0012180675 O 05/01/31
0
5580673 405/405 F 850,000.00 ZZ
360 847,948.67 1
7.125 5,726.61 60
6.750 5,726.61
HOUSTON TX 77056 2 07/26/01 00
0012304820 03 09/01/01 0
0012304820 O 08/01/31
0
5581116 994/X14 F 443,200.00 ZZ
360 442,540.10 1
7.500 3,098.92 80
7.250 3,098.92
MCALLEN TX 78504 2 08/13/01 00
218626939 05 10/01/01 0
218626939 O 09/01/31
0
5581839 405/405 F 340,000.00 ZZ
360 339,279.74 1
7.375 2,348.30 72
6.750 2,348.30
HUNTINGTON BEAC CA 92649 2 08/01/01 00
0017572777 01 10/01/01 0
0017572777 O 09/01/31
0
1
5581848 405/405 F 407,000.00 ZZ
360 406,378.70 1
7.375 2,811.05 26
6.750 2,811.05
PASADENA CA 91105 2 08/08/01 00
0017618984 05 10/01/01 0
0017618984 O 09/01/31
0
5581953 405/405 F 508,000.00 ZZ
360 506,601.40 1
7.000 3,379.74 80
6.750 3,379.74
HOUSTON TX 77024 1 07/30/01 00
0012360129 03 09/01/01 0
0012360129 O 08/01/31
0
5582148 405/405 F 380,000.00 ZZ
360 379,105.30 1
7.250 2,592.27 80
6.750 2,592.27
SAN ANTONIO TX 78261 2 07/25/01 00
0012358222 03 09/01/01 0
0012358222 O 08/01/31
0
5582297 405/405 F 425,000.00 ZZ
360 424,334.92 1
7.250 2,899.25 58
6.750 2,899.25
FRONTENAC MO 63131 2 08/22/01 00
0012408837 03 10/01/01 0
0012408837 O 09/01/31
0
5582298 405/405 F 368,000.00 ZZ
360 367,438.26 1
7.375 2,541.68 80
6.875 2,541.68
BETHESDA MD 20817 1 08/20/01 00
0012409967 05 10/01/01 0
0012409967 O 09/01/31
0
5582300 405/405 F 512,000.00 ZZ
360 510,589.01 1
1
7.375 3,536.26 80
6.875 3,536.26
HUNTINGTON BEAC CA 92648 1 08/16/01 00
0012414835 05 10/01/01 0
0012414835 O 09/01/31
0
5582301 405/405 F 336,000.00 ZZ
360 335,447.55 1
7.000 2,235.42 80
6.750 2,235.42
SAN DIEGO CA 92128 1 08/15/01 00
0012416566 03 10/01/01 0
0012416566 O 09/01/31
0
5582304 405/405 F 468,000.00 ZZ
360 467,625.74 1
7.125 3,153.01 80
6.750 3,153.01
MONROVIA CA 91016 1 09/05/01 00
0017456153 05 11/01/01 0
0017456153 O 10/01/31
0
5582311 405/405 F 370,000.00 ZZ
360 369,406.48 1
7.125 2,492.76 76
6.750 2,492.76
AGOURA HILLS CA 91301 5 08/22/01 00
0017656810 03 10/01/01 0
0017656810 O 09/01/31
0
5582317 405/405 F 325,000.00 ZZ
360 324,478.65 1
7.125 2,189.59 62
6.750 2,189.59
SIMI VALLEY CA 93065 1 08/22/01 00
0017677501 03 10/01/01 0
0017677501 O 09/01/31
0
5582320 405/405 F 360,000.00 ZZ
360 359,363.01 1
6.625 2,305.12 80
6.375 2,305.12
REDONDO BEACH CA 90277 1 08/28/01 00
0017680869 01 10/01/01 0
1
0017680869 O 09/01/31
0
5582321 405/405 F 493,000.00 ZZ
360 492,169.27 1
6.875 3,238.66 72
6.625 3,238.66
TORRANCE CA 90505 2 08/29/01 00
0017681263 05 10/01/01 0
0017681263 O 09/01/31
0
5582322 405/405 F 495,000.00 ZZ
360 494,186.13 1
7.000 3,293.25 71
6.750 3,293.25
SOUTH SAN FRANC CA 94080 5 08/21/01 00
0017682741 03 10/01/01 0
0017682741 O 09/01/31
0
5582329 405/405 F 404,000.00 ZZ
360 403,367.78 1
7.250 2,755.99 68
6.750 2,755.99
LONG BEACH CA 90803 5 08/16/01 00
0017691866 05 10/01/01 0
0017691866 O 09/01/31
0
5582334 405/405 F 340,000.00 ZZ
360 339,467.93 1
7.250 2,319.40 80
6.750 2,319.40
CULVER CITY CA 90232 2 08/28/01 00
0017694761 05 10/01/01 0
0017694761 O 09/01/31
0
5582337 405/405 F 562,400.00 ZZ
360 561,428.84 1
6.750 3,647.72 80
6.500 3,647.72
OAKLAND CA 94610 1 08/22/01 00
0017695305 05 10/01/01 0
0017695305 O 09/01/31
0
1
5582340 405/405 F 316,650.00 ZZ
360 316,142.06 1
7.125 2,133.33 80
6.750 2,133.33
CLARKSBURG MD 20871 1 08/30/01 00
0017699273 05 10/01/01 0
0017699273 O 09/01/31
0
5582342 405/405 F 500,000.00 ZZ
360 499,236.74 1
7.375 3,453.38 42
6.875 3,453.38
SAN FRANCISCO CA 94115 5 08/23/01 00
0017700220 05 10/01/01 0
0017700220 O 09/01/31
0
5582354 405/405 F 510,000.00 ZZ
360 509,075.40 1
6.500 3,223.55 55
6.250 3,223.55
SAN JOSE CA 95135 1 08/30/01 00
0017710864 05 10/01/01 0
0017710864 O 09/01/31
0
5582356 405/405 F 420,000.00 ZZ
360 419,342.74 1
7.250 2,865.14 80
6.750 2,865.14
SAN FRANCISCO CA 94116 1 08/22/01 00
0017713728 05 10/01/01 0
0017713728 O 09/01/31
0
5582361 405/405 F 399,000.00 ZZ
360 398,375.59 1
7.250 2,721.89 80
6.750 2,721.89
CHEVY CHASE MD 20815 1 08/31/01 00
0017719014 05 10/01/01 0
0017719014 O 09/01/31
0
5582368 405/405 F 310,000.00 ZZ
360 309,502.72 1
7.125 2,088.53 56
6.750 2,088.53
1
ALAMEDA CA 94501 2 08/20/01 00
0017723123 05 10/01/01 0
0017723123 O 09/01/31
0
5582369 405/405 F 476,250.00 ZZ
360 475,486.02 1
7.125 3,208.59 75
6.750 3,208.59
OAKLAND CA 94602 5 08/27/01 00
0017724030 05 10/01/01 0
0017724030 O 09/01/31
0
5582372 405/405 F 348,750.00 ZZ
360 348,176.58 1
7.000 2,320.25 75
6.750 2,320.25
DAVIE FL 33330 5 08/30/01 00
0017727280 05 10/01/01 0
0017727280 O 09/01/31
0
5582377 405/405 F 286,000.00 ZZ
360 285,771.29 1
7.125 1,926.84 85
6.750 1,926.84
HERCULES CA 94547 2 09/04/01 01
0017731670 05 11/01/01 12
0017731670 O 10/01/31
0
5582380 405/405 F 360,000.00 ZZ
360 359,704.91 1
7.000 2,395.09 69
6.750 2,395.09
REDLANDS CA 92373 1 09/04/01 00
0019914407 05 11/01/01 0
0019914407 O 10/01/31
0
5583212 964/G01 F 415,000.00 ZZ
360 414,692.01 1
7.500 2,901.74 63
7.250 2,901.74
WALNUT CREEK CA 94596 5 09/21/01 00
0433255056 05 11/01/01 0
400145831 O 10/01/31
0
1
5583338 H58/G01 F 310,000.00 ZZ
360 309,752.10 1
7.125 2,088.53 70
6.875 2,088.53
GALT CA 95632 1 09/20/01 00
0433296373 05 11/01/01 0
0000075929 O 10/01/31
0
5585164 470/G01 F 337,500.00 ZZ
360 337,243.19 1
7.375 2,331.03 75
7.125 2,331.03
FOLSOM CA 95630 5 09/24/01 00
0433271186 05 11/01/01 0
93103588 O 10/01/31
0
5591991 U80/U80 F 437,500.00 ZZ
360 437,141.38 1
7.000 2,910.70 61
6.750 2,910.70
LEESVILLE SC 29070 2 09/24/01 00
10003217 03 11/01/01 0
10003217 O 10/01/31
0
5596429 E76/G01 F 457,500.00 ZZ
360 457,115.64 1
6.875 3,005.45 61
6.625 3,005.45
WHEAT RIDGE CO 80033 2 09/24/01 00
0433253994 05 11/01/01 0
10008282 O 10/01/31
0
5598741 964/G01 F 388,000.00 ZZ
360 387,689.72 1
7.125 2,614.03 80
6.875 2,614.03
SAN JOSE CA 95111 2 09/25/01 00
0433254356 05 11/01/01 0
145784 O 10/01/31
0
5600294 E22/G01 F 301,500.00 ZZ
360 301,252.86 1
1
7.000 2,005.89 59
6.750 2,005.89
DESTIN FL 32541 2 09/13/01 00
0412935926 03 11/01/01 0
0412935926 O 10/01/31
0
5600692 E33/G01 F 430,000.00 ZZ
360 429,647.53 1
7.000 2,860.80 63
6.750 2,860.80
LAKE FOREST IL 60045 2 09/14/01 00
0433254331 05 11/01/01 0
1 O 10/01/31
0
5600827 757/G01 F 296,000.00 ZZ
360 296,000.00 1
7.125 1,994.21 78
6.875 1,994.21
WASHINGTON DC 20003 2 10/05/01 00
0433298304 07 12/01/01 0
1000414662 O 11/01/31
0
5602281 994/X14 F 435,000.00 ZZ
360 428,949.92 1
7.000 2,894.07 63
6.750 2,894.07
VIENNA VA 22181 2 06/19/01 00
218477473 03 08/01/01 0
218477473 O 07/01/31
0
5603785 964/G01 F 300,000.00 ZZ
360 300,000.00 1
7.250 2,046.53 75
7.000 2,046.53
PLEASANT HILL CA 94523 5 10/01/01 00
0433256005 09 12/01/01 0
400146701 O 11/01/31
0
5606263 356/G01 F 356,000.00 ZZ
360 356,000.00 1
7.125 2,398.44 64
6.875 2,398.44
DAVIS CA 95616 2 10/11/01 00
0433318144 05 12/01/01 0
1
2898013 O 11/01/31
0
5607063 E23/G01 F 312,000.00 ZZ
360 311,756.61 1
7.250 2,128.39 80
7.000 2,128.39
OAK PARK AREA CA 91377 1 09/24/01 00
0433254901 05 11/01/01 0
11005457 O 10/01/31
0
5609947 025/025 F 409,500.00 ZZ
360 408,332.66 1
7.750 2,933.71 74
7.500 2,933.71
LAYTON UT 84040 2 06/28/01 00
0139248470 05 08/01/01 0
0139248470 O 07/01/31
0
5611015 E60/G01 F 300,000.00 ZZ
360 299,747.96 1
6.875 1,970.79 68
6.625 1,970.79
LOS ANGELES CA 91356 1 09/24/01 00
0433300126 05 11/01/01 0
521786 O 10/01/31
0
5614866 E22/G01 F 377,000.00 ZZ
360 376,675.42 1
6.750 2,445.21 33
6.500 2,445.21
LITTLETON CO 80121 2 09/14/01 00
0412972770 03 11/01/01 0
0412972770 O 10/01/31
0
5615047 E22/G01 F 38,000.00 ZZ
360 37,973.18 1
7.750 272.24 95
7.500 272.24
TREMONT MS 38876 1 09/20/01 01
0413033424 05 11/01/01 30
0413033424 O 10/01/31
0
1
5615071 E22/G01 F 192,375.00 ZZ
360 192,221.16 1
7.125 1,296.07 95
6.875 1,296.07
EVERETT WA 98208 1 09/17/01 11
0413048489 05 11/01/01 30
0413048489 O 10/01/31
0
5615300 550/550 F 750,000.00 ZZ
360 749,426.45 1
7.350 5,167.30 32
7.100 5,167.30
SAN FRANCISCO CA 94123 5 09/12/01 00
120542985 05 11/01/01 0
120542985 O 10/01/31
0
5618453 964/G01 F 322,000.00 ZZ
360 321,729.48 1
6.875 2,115.31 78
6.625 2,115.31
SEATTLE WA 98117 2 09/12/01 00
0433235488 05 11/01/01 0
144560 O 10/01/31
0
5619351 025/025 F 322,550.00 ZZ
360 322,032.59 1
7.125 2,173.08 80
6.875 2,173.08
MANASSAS VA 20110 1 08/14/01 00
0139396279 05 10/01/01 0
0139396279 O 09/01/31
0
5619821 025/025 F 324,000.00 ZZ
360 323,517.58 1
7.500 2,265.46 80
7.250 2,265.46
BOCA RATON FL 33486 1 08/07/01 00
0139333272 05 10/01/01 0
0139333272 O 09/01/31
0
5623074 025/025 F 335,200.00 ZZ
360 334,467.53 1
7.625 2,372.53 80
7.375 2,372.53
1
DENVER CO 80210 1 07/13/01 00
0139169817 05 09/01/01 0
0139169817 O 08/01/31
0
5625270 B57/G01 F 410,000.00 ZZ
360 409,710.63 1
7.750 2,937.29 70
7.500 2,937.29
GILROY CA 95020 5 09/20/01 00
0433264306 05 11/01/01 0
2117003 O 10/01/31
0
5625704 830/G01 F 449,600.00 ZZ
360 449,203.33 1
6.625 2,878.84 80
6.375 2,878.84
DRAPER UT 84020 1 09/27/01 00
0433276086 05 11/01/01 0
COLGROVE546010 O 10/01/31
0
5627737 B68/G01 F 350,100.00 ZZ
360 349,565.58 1
7.375 2,418.05 45
7.125 2,418.05
WAYLAND MA 01778 2 08/24/01 00
0433189644 05 10/01/01 0
1031035360 O 09/01/31
0
5631955 964/G01 F 362,000.00 ZZ
360 362,000.00 1
6.625 2,317.93 56
6.375 2,317.93
SAN DIEGO CA 92109 2 10/05/01 00
0433289162 01 12/01/01 0
147379 O 11/01/31
0
5632402 369/G01 F 313,650.00 ZZ
360 313,386.49 1
6.875 2,060.46 85
6.625 2,060.46
ESCONDIDO CA 92025 1 09/26/01 10
0433302908 05 11/01/01 12
17915362 O 10/01/31
0
1
5632487 U62/G01 F 316,000.00 ZZ
360 315,727.93 1
6.750 2,049.57 66
6.500 2,049.57
FREMONT CA 94539 2 09/26/01 00
0433255692 05 11/01/01 0
2001282054 O 10/01/31
0
5632743 E33/G01 F 300,000.00 ZZ
360 299,754.09 1
7.000 1,995.91 80
6.750 1,995.91
LAKE FOREST IL 60045 2 09/17/01 00
0433289394 05 11/01/01 0
XXXXXXX O 10/01/31
0
5636946 964/G01 F 328,000.00 ZZ
360 327,731.14 1
7.000 2,182.19 64
6.750 2,182.19
DUBLIN CA 94568 2 09/28/01 00
0433253333 05 11/01/01 0
400149947 O 10/01/31
0
5637451 T44/G01 F 284,000.00 ZZ
360 284,000.00 1
7.000 1,889.46 65
6.750 1,889.46
SONOMA CA 95476 5 10/01/01 00
0433294717 05 12/01/01 0
1021866 O 11/01/31
0
5637588 B57/G01 F 492,000.00 ZZ
360 491,586.66 1
6.875 3,232.09 80
6.625 3,232.09
LOS ANGELES CA 90027 2 09/26/01 00
0433274073 05 11/01/01 0
2160246 O 10/01/31
0
5639728 E22/G01 F 340,000.00 ZZ
360 339,714.36 1
1
6.875 2,233.56 80
6.625 2,233.56
EAST HANOVER NJ 07936 1 09/25/01 00
0413019902 05 11/01/01 0
0413019902 O 10/01/31
0
5639750 E22/G01 F 304,000.00 ZZ
360 303,756.90 1
7.125 2,048.10 68
6.875 2,048.10
CLARKSVILLE MD 21029 2 09/20/01 00
0413032525 05 11/01/01 0
0413032525 O 10/01/31
0
5643839 B44/G01 F 359,700.00 ZZ
360 359,397.81 1
6.875 2,362.97 78
6.625 2,362.97
EAGLE ID 83616 2 09/24/01 00
0433255981 05 11/01/01 0
4011587 O 10/01/31
0
5644397 025/025 F 468,750.00 ZZ
360 466,617.66 1
7.125 3,158.06 75
6.875 3,158.06
LOOKOUT MOUNTAI TN 37353 5 05/23/01 00
0025708587 05 07/01/01 0
0025708587 O 06/01/31
0
5646213 025/025 F 382,000.00 ZZ
360 380,767.18 1
7.125 2,573.60 80
6.875 2,573.60
LARGO FL 33778 2 06/28/01 00
0020844619 03 08/01/01 0
0020844619 O 07/01/31
0
5648184 286/286 F 306,700.00 ZZ
360 305,541.81 1
7.000 2,040.49 65
6.750 2,040.49
FAIRFAX STATION VA 22039 2 08/27/01 00
535630 03 10/01/01 0
1
535630 O 09/01/31
0
5648261 286/286 F 304,000.00 ZZ
360 303,512.34 1
7.125 2,048.11 80
6.875 2,048.11
DALLAS TX 75214 1 08/15/01 00
511977 05 10/01/01 0
511977 O 09/01/31
0
5648264 286/286 F 354,500.00 ZZ
360 353,945.23 1
7.250 2,418.32 80
7.000 2,418.32
HILLIARD OH 43026 1 08/30/01 00
166391 05 10/01/01 0
166391 O 09/01/31
0
5648313 286/286 F 298,250.00 ZZ
360 297,771.56 1
7.125 2,009.37 61
6.875 2,009.37
NEWARK DE 19711 2 08/24/01 00
539386 03 10/01/01 0
539386 O 09/01/31
0
5648330 286/286 F 335,200.00 ZZ
360 334,662.31 1
7.125 2,258.30 78
6.875 2,258.30
SOUTHLAKE TX 76092 2 08/24/01 00
9889692 05 10/01/01 0
9889692 O 09/01/31
0
5653924 E84/G01 F 332,000.00 ZZ
360 331,505.68 1
7.500 2,321.39 80
7.250 2,321.39
DEERFIELD IL 60015 1 08/17/01 00
0433203940 09 10/01/01 0
11008734 O 09/01/31
0
1
5657597 664/G01 F 360,000.00 ZZ
360 358,894.10 1
7.375 2,486.44 80
7.125 2,486.44
GEORGETOWN MA 01833 1 07/05/01 00
0433221041 05 08/01/01 0
0008205783 O 07/01/31
0
5658442 664/G01 F 413,000.00 ZZ
360 411,792.88 1
7.625 2,923.19 40
7.375 2,923.19
LOS ANGELES CA 90064 5 06/05/01 00
0433222106 05 08/01/01 0
0003823739 O 07/01/31
0
5659063 664/G01 F 500,000.00 ZZ
360 498,501.71 1
7.500 3,496.08 41
7.250 3,496.08
APTOS CA 95003 5 06/20/01 00
0433218955 05 08/01/01 0
0008131005 O 07/01/31
0
5659647 664/G01 F 347,500.00 ZZ
360 345,937.25 1
7.250 2,370.57 75
7.000 2,370.57
DUXBURY MA 02332 2 06/19/01 00
0433218344 05 08/01/01 0
0008125650 O 07/01/31
0
5659909 286/286 F 408,000.00 ZZ
360 407,015.33 1
7.125 2,748.78 80
6.875 2,748.78
GIBSONIA PA 15044 1 08/03/01 00
507264 03 09/01/01 0
507264 O 08/01/31
0
5659913 286/286 F 331,200.00 ZZ
360 330,380.77 1
7.000 2,203.49 80
6.750 2,203.49
1
ST LOUIS MO 63127 1 08/02/01 00
435216 05 09/01/01 0
435216 O 08/01/31
0
5659934 286/286 F 512,000.00 ZZ
360 510,963.55 1
7.000 3,406.35 80
6.750 3,406.35
EVERGREEN CO 80439 1 08/13/01 00
513845 03 10/01/01 0
513845 O 09/01/31
0
5659948 286/286 F 386,900.00 ZZ
360 383,753.27 1
7.625 2,738.46 79
7.375 2,738.46
ATASCOCITA TX 77346 2 06/25/01 00
439889 03 08/01/01 0
439889 O 07/01/31
0
5659959 286/286 F 650,000.00 ZZ
360 648,982.80 1
7.250 4,434.15 69
7.000 4,434.15
TUSTIN CA 92782 1 08/01/01 00
502097 05 10/01/01 0
502097 O 09/01/31
0
5659999 286/286 F 380,000.00 ZZ
360 378,194.29 1
7.250 2,592.27 80
7.000 2,592.27
KINNELON NJ 07405 1 04/05/01 00
438965 05 06/01/01 0
438965 O 05/01/31
0
5660005 286/286 F 428,000.00 ZZ
360 427,043.21 1
7.000 2,847.50 80
6.750 2,847.50
ATLANTA GA 30350 1 08/10/01 00
515562 05 10/01/01 0
515562 O 09/01/31
0
1
5660025 286/286 F 424,000.00 ZZ
360 423,267.83 1
6.750 2,750.06 80
6.500 2,750.06
MCLEAN VA 22102 1 08/10/01 00
418711 05 10/01/01 0
418711 O 09/01/31
0
5660030 286/286 F 308,000.00 ZZ
360 307,104.73 1
7.125 2,075.06 80
6.875 2,075.06
SYLVANIA OH 43560 1 08/13/01 00
501804 05 10/01/01 0
501804 O 09/01/31
0
5660032 286/286 F 580,000.00 ZZ
360 578,565.38 1
7.000 3,858.76 74
6.750 3,858.76
MCLEAN VA 22101 1 07/31/01 00
147148 05 09/01/01 0
147148 O 08/01/31
0
5660041 286/286 F 423,050.00 ZZ
360 422,387.96 1
7.250 2,885.95 71
7.000 2,885.95
ALDIE VA 22001 2 08/13/01 00
500696 05 10/01/01 0
500696 O 09/01/31
0
5660057 286/286 F 399,950.00 ZZ
360 399,308.42 1
7.125 2,694.54 80
6.875 2,694.54
INDIANAPOLIS IN 46236 1 08/13/01 00
516560 03 10/01/01 0
516560 O 09/01/31
0
5660061 286/286 F 345,300.00 ZZ
360 344,466.65 1
1
7.125 2,326.36 80
6.875 2,326.36
DALLAS TX 75244 1 07/31/01 00
510520 05 09/01/01 0
510520 O 08/01/31
0
5660088 286/286 F 481,600.00 ZZ
360 480,827.45 1
7.125 3,244.63 80
6.875 3,244.63
CHEVY CHASE MD 20815 1 08/14/01 00
9937691 05 10/01/01 0
9937691 O 09/01/31
0
5660103 286/286 F 382,000.00 ZZ
360 381,387.24 1
7.125 2,573.60 75
6.875 2,573.60
OAKTON VA 22031 2 08/10/01 00
9937978 03 10/01/01 0
9937978 O 09/01/31
0
5660121 286/286 F 585,000.00 ZZ
360 583,588.22 1
7.125 3,941.25 80
6.875 3,941.25
SCOTTSDALE AZ 85259 2 07/31/01 00
9879905 03 09/01/01 0
9879905 O 08/01/31
0
5660156 286/286 F 300,000.00 ZZ
360 299,481.97 1
6.750 1,945.79 69
6.500 1,945.79
VIRGINIA BEACH VA 23452 1 08/06/01 00
9937662 05 10/01/01 0
9937662 O 09/01/31
0
5660719 E82/G01 F 340,000.00 T
360 339,741.28 1
7.375 2,348.30 77
7.125 2,348.30
COROLLA NC 27927 2 09/20/01 00
0400482287 05 11/01/01 0
1
3568159 O 10/01/31
0
5662651 964/G01 F 560,000.00 ZZ
360 560,000.00 1
6.625 3,585.74 80
6.375 3,585.74
TORTRENCE CA 90277 1 10/12/01 00
0433286598 05 12/01/01 0
151093 O 11/01/31
0
5663080 F26/G01 F 497,252.65 ZZ
352 496,369.51 1
6.875 3,289.15 80
6.625 3,289.15
STEILACOOM WA 98388 4 09/17/01 00
0433273281 05 10/01/01 0
7142664003 O 01/01/31
0
5663866 964/G01 F 332,000.00 ZZ
360 331,727.87 1
7.000 2,208.80 80
6.750 2,208.80
PHOENIX AZ 85048 1 09/27/01 00
0433227584 03 11/01/01 0
152697 O 10/01/31
0
5668465 956/G01 F 297,000.00 ZZ
360 296,768.32 1
7.250 2,026.06 60
7.000 2,026.06
NEWBERG OR 97132 5 09/07/01 00
0433241445 05 11/01/01 0
30001668 O 10/01/31
0
5668642 168/168 F 520,000.00 ZZ
360 517,178.66 1
7.375 3,591.51 80
7.125 3,591.51
CULLMAN AL 35057 2 03/19/01 00
0169644774 05 05/01/01 0
0169644774 O 04/01/31
0
1
5668671 956/G01 F 291,850.00 ZZ
360 291,604.81 1
6.875 1,917.25 95
6.625 1,917.25
BEAVERTON OR 97006 1 09/18/01 04
0433223526 03 11/01/01 30
1411090057 O 10/01/31
0
5671883 806/G01 F 367,100.00 ZZ
360 366,566.90 1
7.625 2,598.32 80
7.375 2,598.32
SAN XXXX CAPIST CA 92675 1 08/27/01 00
0433334455 03 10/01/01 0
1130001970 O 09/01/31
0
5674383 964/G01 F 337,600.00 ZZ
360 337,600.00 1
7.125 2,274.47 80
6.875 2,274.47
NOVATO CA 94947 1 10/16/01 00
0433286382 05 12/01/01 0
135515 O 11/01/31
0
5674427 964/G01 F 335,000.00 ZZ
360 335,000.00 1
7.250 2,285.29 75
7.000 2,285.29
HAYWARD CA 94542 2 10/15/01 00
0433300639 05 12/01/01 0
400150714 O 11/01/31
0
5675666 964/G01 F 320,000.00 ZZ
360 320,000.00 1
7.000 2,128.97 80
6.750 2,128.97
FOLSOM CA 95630 2 10/16/01 00
0433309069 03 12/01/01 0
149589 O 11/01/31
0
5677639 F19/G01 F 336,000.00 ZZ
360 335,737.89 1
7.250 2,292.11 80
7.000 2,292.11
1
SANTA CRUZ CA 95062 1 09/07/01 00
0433274495 05 11/01/01 0
705808 O 10/01/31
0
5678062 U28/G01 F 328,500.00 ZZ
360 328,224.02 1
6.875 2,158.01 70
6.625 2,158.01
WAKE FOREST NC 27587 2 09/20/01 00
0433253556 05 11/01/01 0
SIVERMABB O 10/01/31
0
5678147 E82/G01 F 300,000.00 ZZ
360 299,771.72 1
7.375 2,072.03 89
7.125 2,072.03
INVER GROVE HEI MN 55076 1 09/28/01 04
0400403143 05 11/01/01 25
0400403143 O 10/01/31
0
5679396 A06/G01 F 506,500.00 ZZ
360 506,084.82 1
7.000 3,369.76 62
6.750 3,369.76
FRANKLIN MI 48025 2 10/01/01 00
0433273778 05 11/01/01 0
5621721 O 10/01/31
0
5679667 944/G01 F 344,500.00 ZZ
360 344,231.25 1
7.250 2,350.10 70
7.000 2,350.10
ROSEVILLE CA 95661 5 09/17/01 00
0433241130 03 11/01/01 0
W01071493 O 10/01/31
0
5684452 025/025 F 324,000.00 ZZ
360 323,505.40 1
7.375 2,237.79 80
7.125 2,237.79
XXXXXXXX CA 94553 1 08/06/01 00
130389406 05 10/01/01 0
130389406 O 09/01/31
0
1
5693131 964/G01 F 344,800.00 ZZ
360 344,800.00 1
6.750 2,236.37 80
6.500 2,236.37
RANCHO MURIETA CA 95683 1 10/08/01 00
0433293628 03 12/01/01 0
115696 O 11/01/31
0
5695286 964/G01 F 399,900.00 ZZ
360 399,900.00 1
7.000 2,660.55 80
6.750 2,660.55
LAFAYETTE CA 94549 1 10/17/01 00
0433320041 05 12/01/01 0
400152114 O 11/01/31
0
5703101 964/G01 F 368,000.00 ZZ
360 368,000.00 1
7.000 2,448.31 80
6.750 2,448.31
DALY CITY CA 94015 1 10/08/01 00
0433288206 05 12/01/01 0
151069 O 11/01/31
0
5704692 E22/G01 F 433,000.00 ZZ
360 432,645.07 1
7.000 2,880.76 70
6.750 2,880.76
JONESTOWN TX 78645 4 09/28/01 00
0413074139 03 11/01/01 0
0413074139 O 10/01/31
0
5704898 696/G01 F 580,000.00 ZZ
360 579,547.55 1
7.250 3,956.62 79
7.000 3,956.62
MCLEAN VA 22101 2 09/21/01 00
0433238151 03 11/01/01 0
10101109 O 10/01/31
0
5705038 E82/G01 F 339,500.00 ZZ
360 339,241.67 1
1
7.375 2,344.84 77
7.125 2,344.84
REDDING CT 06896 2 09/26/01 00
0400489837 05 11/01/01 0
0400489837 O 10/01/31
0
5705044 E82/G01 F 308,000.00 ZZ
360 307,759.73 1
7.250 2,101.10 64
7.000 2,101.10
ALISO VIEJO (AR CA 92656 2 09/24/01 00
0400478350 05 11/01/01 0
3018712 O 10/01/31
0
5705528 A06/G01 F 860,000.00 ZZ
360 860,000.00 1
6.875 5,649.59 54
6.625 5,649.59
WEST BLOOMFIELD MI 48322 2 10/08/01 00
0433285541 05 12/01/01 0
001000010012831 O 11/01/31
0
5709366 964/G01 F 324,000.00 ZZ
360 324,000.00 1
7.125 2,182.85 77
6.875 2,182.85
REDONDO BEACH CA 90278 2 10/18/01 00
0433316163 01 12/01/01 0
146868 O 11/01/31
0
5716512 964/G01 F 310,000.00 ZZ
360 310,000.00 1
6.625 1,984.96 53
6.375 1,984.96
INVERNESS CA 94937 5 10/10/01 00
0433290772 05 12/01/01 0
152375 O 11/01/31
0
5717793 964/G01 F 299,200.00 ZZ
360 299,200.00 1
6.750 1,940.61 80
6.500 1,940.61
ORANGE CA 92869 1 10/08/01 00
0433287547 05 12/01/01 0
1
148711 O 11/01/31
0
5718478 N47/G01 F 344,000.00 ZZ
360 344,000.00 1
6.875 2,259.84 80
6.625 2,259.84
SAN JOSE CA 95132 1 10/09/01 00
0433297934 05 12/01/01 0
20311422 O 11/01/31
0
5719113 994/X14 F 520,000.00 ZZ
360 519,594.35 1
7.250 3,547.32 38
7.000 3,547.32
DEL MAR CA 92014 2 09/06/01 00
1418705402 05 11/01/01 0
1418705402 O 10/01/31
0
5720283 L46/L46 F 342,400.00 ZZ
360 342,126.18 1
7.125 2,306.82 80
6.875 2,306.82
PLANO TX 75093 1 10/01/01 00
0000944207 05 11/01/01 0
0000944207 O 10/01/31
0
5722564 964/G01 F 384,000.00 ZZ
360 384,000.00 1
7.000 2,554.76 80
6.750 2,554.76
SAN JOSE CA 95117 1 10/05/01 00
0433286358 05 12/01/01 0
154614 O 11/01/31
0
5723766 964/G01 F 400,000.00 ZZ
360 400,000.00 1
6.625 2,561.24 73
6.375 2,561.24
BELLEVUE WA 98005 1 10/15/01 00
0433287315 03 12/01/01 0
154030 O 11/01/31
0
1
5724044 E22/G01 F 340,000.00 ZZ
360 339,734.77 1
7.250 2,319.40 58
7.000 2,319.40
CHEVY CHASE MD 20815 5 09/26/01 00
0412982613 05 11/01/01 0
0412982613 O 10/01/31
0
5724072 E22/G01 F 504,000.00 ZZ
360 503,586.88 1
7.000 3,353.12 62
6.750 3,353.12
RIDGFIELD CT 06877 2 09/26/01 00
0413018011 05 11/01/01 0
0413018011 O 10/01/31
0
5724716 994/X14 F 519,500.00 ZZ
360 519,084.56 1
7.125 3,499.97 79
6.875 3,499.97
BETHESDA MD 20816 1 09/06/01 00
918723082 05 11/01/01 0
918723082 O 10/01/31
0
5726346 253/253 F 825,000.00 ZZ
360 824,372.24 1
7.375 5,698.07 69
7.125 5,698.07
PALO ALTO CA 94303 4 09/14/01 00
956238 05 11/01/01 0
956238 O 10/01/31
0
5726947 757/G01 F 418,000.00 T
360 418,000.00 1
6.375 2,607.78 42
6.125 2,607.78
GLENVILLE NC 28736 2 10/15/01 00
0433324589 05 12/01/01 0
1LOVEGL O 11/01/31
0
5727217 994/X14 F 300,000.00 ZZ
360 299,494.48 1
6.875 1,970.79 75
6.625 1,970.79
1
MINNETONKA MN 55305 5 08/30/01 00
218678278 05 10/01/01 0
218678278 O 09/01/31
0
5728416 994/X14 F 465,000.00 ZZ
360 464,254.07 1
7.125 3,132.80 71
6.875 3,132.80
SWAMPSCOTT MA 01907 1 08/29/01 00
1000314059 05 10/01/01 0
1000314059 O 09/01/31
0
5728994 994/X14 F 319,900.00 ZZ
360 319,374.03 1
7.000 2,128.30 80
6.750 2,128.30
FAIR HAVEN NJ 07704 1 08/17/01 00
402067681 05 10/01/01 0
402067681 O 09/01/31
0
5730549 994/X14 F 340,860.00 T
360 340,313.22 1
7.125 2,296.44 80
6.875 2,296.44
BLUFFTON SC 29910 1 08/28/01 00
80945905 03 10/01/01 0
80945905 O 09/01/31
0
5734378 964/G01 F 356,000.00 ZZ
360 356,000.00 1
7.000 2,368.48 80
6.750 2,368.48
MOORPARK CA 93021 2 10/15/01 00
0433323557 03 12/01/01 0
410153583 O 11/01/31
0
5734704 U62/G01 F 404,000.00 ZZ
360 404,000.00 1
6.750 2,620.33 60
6.500 2,620.33
MORGAN HILL CA 95037 5 10/09/01 00
0433296696 05 12/01/01 0
2001295369 O 11/01/31
0
1
5736220 E22/G01 F 335,000.00 ZZ
360 334,718.56 1
6.875 2,200.71 67
6.625 2,200.71
LA MESA CA 91941 5 09/19/01 00
0413017468 05 11/01/01 0
0413017468 O 10/01/31
0
5745838 L46/L46 F 399,900.00 ZZ
360 399,555.69 1
6.750 2,593.75 66
6.500 2,593.75
HIGHLAND PARK TX 75205 2 10/03/01 00
0000944181 05 11/01/01 0
0000944181 O 10/01/31
0
5746054 964/G01 F 384,000.00 ZZ
360 384,000.00 1
6.875 2,522.61 80
6.625 2,522.61
IRVINE CA 92614 1 10/16/01 00
0433331394 03 12/01/01 0
151661 O 11/01/31
0
5761618 964/G01 F 385,000.00 ZZ
360 385,000.00 1
6.875 2,529.18 74
6.625 2,529.18
BELLEVUE WA 98006 2 10/10/01 00
0433300498 05 12/01/01 0
139659 O 11/01/31
0
5762236 964/G01 F 330,000.00 ZZ
360 330,000.00 1
6.625 2,113.03 77
6.375 2,113.03
PORTLAND OR 97201 1 10/08/01 00
0433288313 05 12/01/01 0
154184 O 11/01/31
0
5766860 E82/G01 F 614,000.00 ZZ
360 613,532.79 1
1
7.375 4,240.75 80
7.125 4,240.75
OAKLAND CA 94619 2 09/28/01 00
0400488193 03 11/01/01 0
0400488193 O 10/01/31
0
5766884 E82/G01 F 412,500.00 ZZ
360 412,500.00 1
7.125 2,779.09 66
6.875 2,779.09
RIDGEWOOD NJ 07450 2 10/01/01 00
0400478855 05 12/01/01 0
0400478855 O 11/01/31
0
5767318 E22/G01 F 352,600.00 ZZ
360 352,303.77 1
6.875 2,316.33 59
6.625 2,316.33
ENGLEWOOD CO 80111 2 09/28/01 00
0413023474 03 11/01/01 0
0413023474 O 10/01/31
0
5767338 E22/G01 F 332,500.00 ZZ
360 332,500.00 1
7.250 2,268.24 73
7.000 2,268.24
REDWOOD CITY CA 94061 2 09/26/01 00
0413031626 05 12/01/01 0
0413031626 O 11/01/31
0
5769276 964/G01 F 649,000.00 ZZ
360 649,000.00 1
6.875 4,263.47 59
6.625 4,263.47
CUPERTINO CA 95014 2 10/15/01 00
0433293172 03 12/01/01 0
153765 O 11/01/31
0
5771612 994/X14 F 346,000.00 ZZ
360 345,755.79 1
7.750 2,478.79 56
7.500 2,478.79
CASTRO VALLEY CA 94552 2 08/28/01 00
218743130 03 11/01/01 0
1
218743130 O 10/01/31
0
5772164 196/196 F 685,000.00 ZZ
360 683,271.88 1
7.250 4,672.91 46
7.000 4,672.91
NEWPORT BEACH CA 92660 1 08/08/01 00
1433354 03 10/01/01 0
1433354 O 09/01/31
0
5772622 196/196 F 375,000.00 ZZ
360 374,707.46 1
7.250 2,558.17 89
7.000 2,558.17
RAMONA CA 92065 1 09/07/01 14
1437300 05 11/01/01 25
1437300 O 10/01/31
0
5775252 E23/G01 F 421,200.00 ZZ
360 420,854.75 1
7.000 2,802.25 52
6.750 2,802.25
LOS ANGELES CA 90027 2 09/24/01 00
0433283819 05 11/01/01 0
51007740 O 10/01/31
0
5776516 994/X14 F 338,500.00 ZZ
360 338,235.93 1
7.250 2,309.17 70
7.000 2,309.17
PHOENIX AZ 85020 2 09/07/01 00
218726465 05 11/01/01 0
218726465 O 10/01/31
0
5777474 964/G01 F 288,000.00 ZZ
360 288,000.00 1
6.875 1,891.95 80
6.625 1,891.95
ROSEVILLE CA 95661 2 10/12/01 00
0433289139 03 12/01/01 0
153911 O 11/01/31
0
1
5779984 714/G01 F 350,000.00 ZZ
360 349,705.96 1
6.875 2,299.25 61
6.625 2,299.25
BELGIUM WI 53004 2 09/26/01 00
0433288339 05 11/01/01 0
0489093 O 10/01/31
0
5782940 964/G01 F 360,000.00 ZZ
360 360,000.00 1
6.750 2,334.95 63
6.500 2,334.95
PISMO BEACH CA 93449 5 10/10/01 00
0433310372 05 12/01/01 0
149711 O 11/01/31
0
5790632 994/X14 F 447,200.00 ZZ
360 446,859.72 1
7.375 3,088.70 80
7.125 3,088.70
CAMBRIDGE MA 02138 1 09/10/01 00
1000254655 07 11/01/01 0
1000254655 O 10/01/31
0
5796094 W53/G01 F 390,500.00 ZZ
360 389,903.89 1
7.375 2,697.09 75
7.125 2,697.09
OLDSMAR FL 34677 2 08/08/01 00
0433300548 03 10/01/01 0
7601410252 O 09/01/31
0
5801374 964/G01 F 297,000.00 ZZ
360 297,000.00 1
6.750 1,926.34 76
6.500 1,926.34
SANTA ROSA CA 95404 1 10/09/01 00
0433274875 05 12/01/01 0
151666 O 11/01/31
0
5805650 964/G01 F 626,000.00 ZZ
360 626,000.00 1
6.875 4,112.38 54
6.625 4,112.38
1
FAIRFAX CA 94930 2 10/15/01 00
0433319068 05 12/01/01 0
153675 O 11/01/31
0
5808280 470/G01 F 319,200.00 ZZ
360 319,200.00 1
7.000 2,123.65 80
6.750 2,123.65
HUNTINGTON BEAC CA 92646 1 10/01/01 00
0433316437 05 12/01/01 0
110100058 O 11/01/31
0
5811680 E22/G01 F 990,000.00 ZZ
360 990,000.00 1
7.250 6,753.55 55
7.000 6,753.55
HIGHLAND PARK TX 75205 2 10/01/01 00
0412889487 05 12/01/01 0
0412889487 O 11/01/31
0
5811802 E22/G01 F 407,800.00 ZZ
360 407,473.89 1
7.125 2,747.42 70
6.875 2,747.42
PLANO TX 75093 2 10/01/01 00
0413041211 03 11/01/01 0
0413041211 O 10/01/31
0
5811904 E22/G01 F 322,000.00 ZZ
360 321,729.48 1
6.875 2,115.31 80
6.625 2,115.31
SIMI VALLEY CA 93065 2 09/28/01 00
0413085648 03 11/01/01 0
0413085648 O 10/01/31
0
5812104 696/G01 F 315,000.00 ZZ
360 314,754.27 1
7.250 2,148.86 70
7.000 2,148.86
WASHINGTON DC 20012 1 10/01/01 00
0433243672 05 11/01/01 0
25601193 O 10/01/31
0
1
5821786 696/G01 F 635,400.00 ZZ
360 634,879.17 1
7.000 4,227.33 80
6.750 4,227.33
LEESBURG VA 20175 1 09/28/01 00
0433257029 05 11/01/01 0
21401116 O 10/01/31
0
5821788 696/G01 F 466,600.00 ZZ
360 466,178.19 1
6.500 2,949.23 80
6.250 2,949.23
ALEXANDRIA VA 22310 1 10/01/01 00
0433244266 05 11/01/01 0
25101217 O 10/01/31
0
5823458 N47/G01 F 355,000.00 ZZ
360 355,000.00 1
7.000 2,361.82 75
6.750 2,361.82
SAN JOSE CA 95135 1 10/11/01 00
0433297181 05 12/01/01 0
20311455 O 11/01/31
0
5824594 K21/G01 F 367,200.00 ZZ
360 367,200.00 1
7.000 2,442.99 80
6.750 2,442.99
WOODLAND HILLS CA 91303 1 10/11/01 00
0433296118 05 12/01/01 0
0115824 O 11/01/31
0
5835830 E82/G01 F 374,500.00 ZZ
360 374,500.00 1
7.250 2,554.75 63
7.000 2,554.75
ALEXANDRIA VA 22314 2 10/02/01 00
0400487443 09 12/01/01 0
0400487443 O 11/01/31
0
5835868 E82/G01 F 319,000.00 ZZ
360 319,000.00 1
1
7.000 2,122.31 57
6.750 2,122.31
DOWNERS GROVE IL 60515 2 10/04/01 00
0400491825 05 12/01/01 0
0400491825 O 11/01/31
0
5836026 696/G01 F 540,000.00 ZZ
360 539,511.83 1
6.500 3,413.17 80
6.250 3,413.17
ALEXANDRIA VA 22302 1 09/21/01 00
0433273547 05 11/01/01 0
23101083 O 10/01/31
0
5843822 964/G01 F 620,000.00 ZZ
360 620,000.00 1
6.875 4,072.96 74
6.625 4,072.96
SCOTTS VALLEY CA 95066 1 10/24/01 00
0433325560 05 12/01/01 0
155687 O 11/01/31
0
5849000 964/G01 F 350,000.00 ZZ
360 350,000.00 1
6.625 2,241.09 70
6.375 2,241.09
SAN MATEO CA 94401 5 10/18/01 00
0433306289 05 12/01/01 0
153653 O 11/01/31
0
5849060 286/286 F 420,000.00 ZZ
360 419,342.74 1
7.250 2,865.14 80
7.000 2,865.14
ALEXANDRIA VA 22314 1 08/20/01 00
517378 03 10/01/01 0
517378 O 09/01/31
0
5850652 L60/F27 F 175,000.00 ZZ
360 174,002.74 1
7.125 1,179.01 42
6.875 1,179.01
DATAW ISLAND SC 29920 2 03/02/01 00
6610605131 05 05/01/01 0
1
6610605131 O 04/01/31
0
5850674 L60/F27 F 285,000.00 ZZ
360 283,978.91 1
7.375 1,968.43 95
7.125 1,968.43
BALDWIN MD 21013 1 06/22/01 01
6990379171 05 08/01/01 30
6990379171 O 07/01/31
0
5850688 L60/F27 F 300,000.00 ZZ
360 299,078.44 1
7.375 2,072.03 49
7.125 2,072.03
BETHESDA MD 20814 1 06/22/01 00
6920100544 03 08/01/01 0
6920100544 O 07/01/31
0
5850702 L60/F27 F 327,850.00 ZZ
360 315,027.15 1
7.375 2,264.38 83
7.125 2,264.38
ALEXANDRIA VA 22315 1 06/14/01 14
6990383284 03 08/01/01 12
6990383284 O 07/01/31
0
5850704 L60/F27 F 316,000.00 ZZ
360 315,194.30 1
7.250 2,155.68 75
7.000 2,155.68
WILMINGTON NC 28412 5 07/17/01 00
6960194304 05 09/01/01 0
6960194304 O 08/01/31
0
5850706 L60/F27 F 315,950.00 ZZ
359 315,456.58 1
7.375 2,183.85 89
7.125 2,183.85
THOMASVILLE NC 27360 2 08/13/01 10
6610382531 05 10/01/01 25
6610382531 O 08/01/31
0
1
5850718 L60/F27 F 325,200.00 ZZ
360 322,679.95 1
7.375 2,246.08 80
7.125 2,246.08
CASTLE ROCK CO 80104 2 02/28/01 00
6960092625 05 05/01/01 0
6960092625 O 04/01/31
0
5850728 L60/F27 F 330,000.00 ZZ
360 329,470.65 1
7.125 2,223.27 80
6.875 2,223.27
HERNDON VA 20171 1 08/07/01 00
6920137065 05 10/01/01 0
6920137065 O 09/01/31
0
5850732 L60/F27 F 335,000.00 ZZ
360 333,856.56 1
7.375 2,313.76 90
7.125 2,313.76
ROME GA 30165 1 06/27/01 12
6990393298 05 08/01/01 25
6990393298 O 07/01/31
0
5850734 L60/F27 F 334,800.00 ZZ
360 333,771.54 1
7.375 2,312.38 90
7.125 2,312.38
MANDEVILLE LA 70471 1 06/15/01 12
6960185380 05 08/01/01 25
6960185380 O 07/01/31
0
5850750 L60/F27 F 350,000.00 ZZ
360 347,160.80 1
7.250 2,387.62 73
7.000 2,387.62
ATLANTA GA 30319 5 07/23/01 00
6960194193 05 09/01/01 0
6960194193 O 08/01/31
0
5850762 L60/F27 F 356,800.00 ZZ
360 356,268.75 1
7.500 2,494.80 80
7.250 2,494.80
1
PINEHURST NC 28374 2 08/03/01 00
6610313572 05 10/01/01 0
6610313572 O 09/01/31
0
5850766 L60/F27 F 357,850.00 ZZ
360 357,289.99 1
7.250 2,441.17 71
7.000 2,441.17
STAFFORD VA 22554 2 08/20/01 00
6920140708 05 10/01/01 0
6920140708 O 09/01/31
0
5850772 L60/F27 F 360,000.00 ZZ
360 359,408.10 1
7.000 2,395.09 72
6.750 2,395.09
ATLANTA GA 30305 2 08/14/01 00
6610506419 05 10/01/01 0
6610506419 O 09/01/31
0
5850774 L60/F27 F 365,150.00 ZZ
360 363,672.55 1
7.125 2,460.08 80
6.875 2,460.08
LEESBURG VA 20175 1 05/11/01 00
6920041661 05 07/01/01 0
6920041661 O 06/01/31
0
5850804 L60/F27 F 386,250.00 ZZ
360 384,697.77 1
7.375 2,667.73 75
7.125 2,667.73
HILTON HEAD SC 29926 2 05/11/01 00
6990364786 03 07/01/01 0
6990364786 O 06/01/31
0
5850808 L60/F27 F 388,000.00 ZZ
360 387,304.01 1
6.750 2,516.56 80
6.500 2,516.56
MANASSAS VA 20112 1 08/28/01 00
6920141755 05 10/01/01 0
6920141755 O 09/01/31
0
1
5850810 L60/F27 F 388,500.00 ZZ
360 387,585.31 1
7.250 2,650.25 70
7.000 2,650.25
PURCELLVILLE VA 20132 2 07/05/01 00
6920100064 05 09/01/01 0
6920100064 O 08/01/31
0
5850814 L60/F27 F 390,000.00 ZZ
360 389,081.75 1
7.250 2,660.49 67
7.000 2,660.49
WARRENTON VA 20186 1 07/25/01 00
6920012998 05 09/01/01 0
6920012998 O 08/01/31
0
5850828 L60/F27 F 412,500.00 ZZ
360 411,528.78 1
7.250 2,813.98 80
7.000 2,813.98
PORTSMOUTH VA 23704 2 07/25/01 00
6920119970 05 09/01/01 0
6920119970 O 08/01/31
0
5850830 L60/F27 F 417,000.00 ZZ
360 415,968.58 1
7.000 2,774.31 69
6.750 2,774.31
FAIRFAX STATION VA 22039 2 07/23/01 00
6920124222 05 09/01/01 0
6920124222 O 08/01/31
0
5850868 L60/F27 F 490,650.00 ZZ
360 487,996.25 1
7.250 3,347.10 75
7.000 3,347.10
HAYMARKET VA 20169 1 04/30/01 00
6920020877 05 06/01/01 0
6920020877 O 05/01/31
0
5850878 L60/F27 F 514,000.00 ZZ
360 512,789.80 1
1
7.250 3,506.39 80
7.000 3,506.39
SPRINGFIELD VA 22150 2 07/23/01 00
6920091448 05 09/01/01 0
6920091448 O 08/01/31
0
5857016 367/367 F 365,362.41 ZZ
346 365,017.83 1
6.750 2,399.74 70
6.500 2,399.74
POTOMAC MD 20854 1 10/01/01 00
99243280 05 11/01/01 0
99243280 O 08/01/30
0
5858194 286/286 F 350,898.00 ZZ
360 350,335.13 1
7.125 2,364.06 59
6.875 2,364.06
FRISCO TX 75034 2 08/30/01 00
541589 03 10/01/01 0
541589 O 09/01/31
0
5858200 286/286 F 341,450.00 ZZ
360 340,915.67 1
7.250 2,329.29 80
7.000 2,329.29
ASHBURN VA 20147 1 08/24/01 00
547460 03 10/01/01 0
547460 O 09/01/31
0
5858206 286/286 F 332,000.00 ZZ
360 331,467.42 1
7.125 2,236.75 80
6.875 2,236.75
RESTON VA 20194 1 08/24/01 00
463343 03 10/01/01 0
463343 O 09/01/31
0
5860356 E22/G01 F 336,000.00 ZZ
360 336,000.00 1
7.250 2,292.11 79
7.000 2,292.11
CHEVY CHASE MD 20815 5 10/03/01 00
0412990228 05 12/01/01 0
1
0412990228 O 11/01/31
0
5860442 E22/G01 F 280,000.00 ZZ
360 280,000.00 1
7.250 1,910.09 80
7.000 1,910.09
SAUGUS (AREA) CA 91350 5 10/01/01 00
0413046772 05 12/01/01 0
0413046772 O 11/01/31
0
5860594 E22/G01 F 419,000.00 ZZ
360 419,000.00 1
7.125 2,822.88 68
6.875 2,822.88
OAKLAND CA 94605 5 10/02/01 00
0413105578 05 12/01/01 0
0413105578 O 11/01/31
0
5869726 956/G01 F 407,000.00 ZZ
360 407,000.00 1
7.000 2,707.78 76
6.750 2,707.78
KENT WA 98031 2 10/01/01 00
0433282209 03 12/01/01 0
1311090209 O 11/01/31
0
5869750 956/G01 F 407,000.00 ZZ
360 406,674.53 1
7.125 2,742.03 57
6.875 2,742.03
LAS VEGAS NV 89123 2 09/27/01 00
0433271301 05 11/01/01 0
3711090057 O 10/01/31
0
5870322 956/G01 F 390,000.00 ZZ
360 390,000.00 1
7.000 2,594.68 65
6.750 2,594.68
ANACORTES WA 98221 5 10/01/01 00
0433282217 05 12/01/01 0
1311090081 O 11/01/31
0
1
5870864 956/G01 F 580,000.00 ZZ
360 580,000.00 1
7.000 3,858.75 71
6.750 3,858.75
BETHESDA MD 20816 2 10/01/01 00
0433309358 05 12/01/01 0
4411090049 O 11/01/31
0
5871368 956/G01 F 416,000.00 ZZ
360 415,667.33 1
7.125 2,802.67 80
6.875 2,802.67
LAGUNA HILLS CA 92653 1 09/26/01 00
0433288362 03 11/01/01 0
1911090015 O 10/01/31
0
5874670 U80/U80 F 345,000.00 ZZ
360 345,000.00 1
6.875 2,266.40 79
6.625 2,266.40
NORTH CHARLESTO SC 29406 1 10/11/01 00
10003604 05 12/01/01 0
10003604 O 11/01/31
0
5875036 E82/G01 F 366,000.00 ZZ
360 366,000.00 1
7.250 2,496.77 80
7.000 2,496.77
TIGARD OR 97224 2 10/03/01 00
0400492666 05 12/01/01 0
3983957 O 11/01/31
0
5875052 E82/G01 F 373,500.00 ZZ
360 373,500.00 1
7.250 2,547.93 90
7.000 2,547.93
ALAMEDA CA 94502 2 10/03/01 04
0400488151 03 12/01/01 25
3787006 O 11/01/31
0
5875068 E82/G01 F 320,000.00 ZZ
360 319,768.39 1
7.625 2,264.94 80
7.375 2,264.94
1
BELLE HARBOR NY 11694 2 10/01/01 00
0400472346 05 11/01/01 0
0400472346 O 10/01/31
0
5875072 E82/G01 F 308,400.00 ZZ
360 308,400.00 1
7.250 2,103.83 76
7.000 2,103.83
VIRGINIA BEACH VA 23456 2 10/05/01 00
0400498606 03 12/01/01 0
3456918 O 11/01/31
0
5877894 964/G01 F 335,200.00 ZZ
360 335,200.00 1
6.750 2,174.10 80
6.500 2,174.10
HERMOSA BEACH CA 90254 1 10/19/01 00
0433322088 05 12/01/01 0
156563 O 11/01/31
0
5885750 696/G01 F 450,000.00 ZZ
360 449,640.15 1
7.125 3,031.73 75
6.875 3,031.73
FAIRFAX VA 22031 5 09/24/01 00
0433275583 03 11/01/01 0
23101089 O 10/01/31
0
5885754 696/G01 F 350,000.00 ZZ
360 350,000.00 1
6.875 2,299.25 52
6.625 2,299.25
MCLEAN VA 22101 5 10/04/01 00
0433261666 05 12/01/01 0
30501157 O 11/01/31
0
5886878 E22/G01 F 299,120.00 ZZ
360 299,120.00 1
7.000 1,990.05 80
6.750 1,990.05
SAN DIEGO CA 92129 1 09/28/01 00
0413055997 03 12/01/01 0
0413055997 O 11/01/31
0
1
5886944 E22/G01 F 319,800.00 ZZ
360 319,800.00 1
7.250 2,181.60 54
7.000 2,181.60
FORT LAUDERDALE FL 33308 2 10/04/01 00
0413089962 05 12/01/01 0
0413089962 O 11/01/31
0
5901876 964/G01 F 327,200.00 ZZ
360 327,200.00 1
6.875 2,149.47 80
6.625 2,149.47
SAN RAFAEL CA 94901 1 10/23/01 00
0433326642 05 12/01/01 0
136110 O 11/01/31
0
5902228 696/G01 F 331,100.00 ZZ
360 331,100.00 1
6.750 2,147.51 80
6.500 2,147.51
LORTON VA 22079 1 10/09/01 00
0433252145 03 12/01/01 0
24501021 O 11/01/31
0
5908944 964/G01 F 389,500.00 ZZ
360 389,500.00 1
6.875 2,558.74 75
6.625 2,558.74
FELTON CA 95018 2 10/23/01 00
0433310018 05 12/01/01 0
155915 O 11/01/31
0
5910488 E22/G01 F 393,750.00 ZZ
360 393,750.00 1
7.125 2,652.77 75
6.875 2,652.77
AUSTIN TX 78705 5 10/04/01 00
0413023276 05 12/01/01 0
0413023276 O 11/01/31
0
5910568 E22/G01 F 327,200.00 ZZ
360 327,200.00 1
1
6.875 2,149.47 80
6.625 2,149.47
UNION CITY CA 94587 1 09/27/01 00
0413076175 05 12/01/01 0
0413076175 O 11/01/31
0
5910580 E22/G01 F 400,000.00 ZZ
360 400,000.00 1
6.875 2,627.72 80
6.625 2,627.72
CASTRO VALLEY CA 94552 1 10/02/01 00
0413080540 03 12/01/01 0
0413080540 O 11/01/31
0
5910664 E22/G01 F 368,000.00 T
360 368,000.00 1
6.875 2,417.50 80
6.625 2,417.50
GREENBANK WA 98253 1 10/05/01 00
0413121369 05 12/01/01 0
0413121369 O 11/01/31
0
5910672 E22/G01 F 422,400.00 ZZ
360 422,400.00 1
6.625 2,704.67 80
6.375 2,704.67
CHARLOTTE NC 28226 1 10/11/01 00
0413140641 05 12/01/01 0
0413140641 O 11/01/31
0
5915530 964/G01 F 316,000.00 ZZ
360 316,000.00 1
6.875 2,075.90 80
6.625 2,075.90
TIGARD OR 97224 1 10/16/01 00
0433287968 05 12/01/01 0
120875 O 11/01/31
0
5918404 964/G01 F 734,500.00 ZZ
360 734,500.00 1
7.000 4,886.65 65
6.750 4,886.65
ANAHEIM CA 92807 2 10/04/01 00
0433288412 05 12/01/01 0
1
148030 O 11/01/31
0
5920700 N60/N60 F 432,917.00 ZZ
360 430,625.35 1
7.500 3,027.02 62
7.250 3,027.02
XXXXXXX CO 81632 4 04/01/01 00
467167331 05 05/01/01 0
467167331 O 04/01/31
0
5930036 964/G01 F 346,000.00 ZZ
360 346,000.00 1
6.625 2,215.48 66
6.375 2,215.48
BERKELEY CA 94702 5 10/23/01 00
0433326527 05 12/01/01 0
153185 O 11/01/31
0
5935158 E22/G01 F 380,000.00 ZZ
360 380,000.00 1
7.000 2,528.15 63
6.750 2,528.15
APTOS CA 95003 2 10/05/01 00
0413107541 05 12/01/01 0
0413107541 O 11/01/31
0
5935180 E22/G01 F 341,600.00 ZZ
360 341,600.00 1
6.875 2,244.07 80
6.625 2,244.07
SAN DIEGO CA 92128 1 10/11/01 00
0413115346 03 12/01/01 0
0413115346 O 11/01/31
0
5935208 E22/G01 F 452,000.00 ZZ
360 452,000.00 1
6.875 2,969.32 80
6.625 2,969.32
GIG HARBOR WA 98332 1 10/10/01 00
0413136433 05 12/01/01 0
0413136433 O 11/01/31
0
1
5935444 E82/G01 F 800,000.00 ZZ
360 800,000.00 1
7.250 5,457.41 54
7.000 5,457.41
UPPERVILLE VA 20184 2 10/09/01 00
0400492385 05 12/01/01 0
0400492385 O 11/01/31
0
5935470 E82/G01 F 367,000.00 ZZ
360 367,000.00 1
7.250 2,503.59 79
7.000 2,503.59
LITTLE ROCK AR 72223 2 10/10/01 00
0400492872 03 12/01/01 0
3855810 O 11/01/31
0
5942832 975/G01 F 297,000.00 ZZ
360 297,000.00 1
7.000 1,975.95 75
6.750 1,975.95
ARCADIA CA 91007 1 10/04/01 00
0433319472 05 12/01/01 0
2014395 O 11/01/31
0
5943464 964/G01 F 603,000.00 ZZ
360 603,000.00 1
6.875 3,961.28 58
6.625 3,961.28
SAN JOSE CA 95125 2 10/21/01 00
0433322005 05 12/01/01 0
153741 O 11/01/31
0
5947064 470/G01 F 350,000.00 ZZ
360 350,000.00 1
6.750 2,270.10 52
6.500 2,270.10
LAFAYETTE CA 94549 5 10/22/01 00
0433332426 05 12/01/01 0
45000965 O 11/01/31
0
5948014 956/G01 F 300,056.00 ZZ
360 299,803.92 1
6.875 1,971.15 80
6.625 1,971.15
1
MORRISVILLE NC 27560 1 10/05/01 00
0433284767 03 11/01/01 0
3911090117 O 10/01/31
0
5949410 830/G01 F 324,250.00 T
360 324,250.00 1
6.750 2,103.08 75
6.500 2,103.08
SALT LAKE CITY UT 84121 2 10/18/01 00
0433329034 01 12/01/01 0
1932651 O 11/01/31
0
5954092 G75/G75 F 508,000.00 ZZ
360 507,091.93 1
7.375 3,508.63 80
7.125 3,508.63
RARITAN TOWNSHI NJ 08822 1 08/29/01 00
04419809 05 10/01/01 0
04419809 O 09/01/31
0
5954114 G75/G75 F 399,550.00 ZZ
360 399,238.31 1
7.250 2,725.64 48
7.000 2,725.64
ANNAPOLIS MD 21401 2 09/21/01 00
04449282 05 11/01/01 0
04449282 O 10/01/31
0
5954116 G75/G75 F 616,000.00 ZZ
360 615,059.66 1
7.375 4,254.56 69
7.125 4,254.56
WASHINGTON DC 20009 5 08/17/01 00
04427351 05 10/01/01 0
04427351 O 09/01/31
0
5954126 G75/G75 F 300,000.00 ZZ
360 299,530.53 1
7.250 2,046.53 75
7.000 2,046.53
OCEANPORT NJ 07757 1 08/31/01 00
04429773 05 10/01/01 0
04429773 O 09/01/31
0
1
5954128 G75/G75 F 299,000.00 ZZ
360 298,543.57 1
7.375 2,065.12 75
7.125 2,065.12
BOROUGH OF CHES NJ 07930 1 08/29/01 00
04270257 05 10/01/01 0
04270257 O 09/01/31
0
5954132 G75/G75 F 171,000.00 ZZ
360 170,869.88 1
7.375 1,181.06 95
7.125 1,181.06
XXXXXX OH 45102 1 09/06/01 10
04445020 05 11/01/01 30
04445020 O 10/01/31
0
5954136 G75/G75 F 320,950.00 ZZ
360 320,447.73 1
7.250 2,189.45 75
7.000 2,189.45
IJAMSVILLE MD 21754 2 08/22/01 00
04377657 03 10/01/01 0
04377657 O 09/01/31
0
5954138 G75/G75 F 307,200.00 ZZ
360 306,719.25 1
7.250 2,095.65 80
7.000 2,095.65
GLEN ALLEN VA 23059 1 08/31/01 00
04452772 05 10/01/01 0
04452772 O 09/01/31
0
5954140 G75/G75 F 310,400.00 ZZ
360 309,864.00 1
6.750 2,013.25 80
6.500 2,013.25
RALEIGH NC 27607 1 08/31/01 00
04441349 05 10/01/01 0
04441349 O 09/01/31
0
5954146 G75/G75 F 432,000.00 ZZ
360 431,654.53 1
1
7.125 2,910.47 80
6.875 2,910.47
PALOS HEIGHTS IL 60463 1 09/14/01 00
04429800 05 11/01/01 0
04429800 O 10/01/31
0
5954150 G75/G75 F 480,000.00 ZZ
360 479,596.74 1
6.875 3,153.26 77
6.625 3,153.26
BERNARDSVILLE NJ 07924 1 09/21/01 00
04434128 05 11/01/01 0
04434128 O 10/01/31
0
5954156 G75/G75 F 309,000.00 ZZ
360 308,752.89 1
7.125 2,081.80 89
6.875 2,081.80
MIDDLETOWN NJ 07718 1 10/01/01 14
04410647 05 11/01/01 25
04410647 O 10/01/31
0
5954158 G75/G75 F 346,500.00 ZZ
360 346,500.00 1
6.875 2,276.26 90
6.625 2,276.26
MONROE NC 28110 2 10/02/01 10
04462230 05 12/01/01 25
04462230 O 11/01/31
0
5954270 964/G01 F 457,000.00 T
360 457,000.00 1
6.875 3,002.16 51
6.625 3,002.16
CARMEL CA 93923 2 10/22/01 00
0433326352 05 12/01/01 0
154668 O 11/01/31
0
5961288 E22/G01 F 680,000.00 ZZ
360 680,000.00 1
6.500 4,298.06 53
6.250 4,298.06
LA CANADA FLINT CA 91011 2 10/02/01 00
0412682932 05 12/01/01 0
1
0412682932 O 11/01/31
0
5961548 E22/G01 F 650,000.00 ZZ
360 650,000.00 1
6.875 4,270.04 70
6.625 4,270.04
FRISCO TX 75034 1 10/15/01 00
0413124488 03 12/01/01 0
0413124488 O 11/01/31
0
5961846 E82/G01 F 330,000.00 ZZ
360 330,000.00 1
7.375 2,279.23 56
7.125 2,279.23
LOS ANGELES CA 90027 2 10/10/01 00
0400465720 05 12/01/01 0
5961846 O 11/01/31
0
5961850 E82/G01 F 334,200.00 ZZ
360 334,200.00 1
7.250 2,279.83 66
7.000 2,279.83
LOS ANGELES CA 91403 2 10/05/01 00
0400491627 05 12/01/01 0
4378570 O 11/01/31
0
5961854 E82/G01 F 362,400.00 T
360 362,400.00 1
7.250 2,472.21 80
7.000 2,472.21
PALM BEACH GARD FL 33418 2 10/08/01 00
0400491916 03 12/01/01 0
3379556 O 11/01/31
0
5961862 E82/G01 F 309,000.00 ZZ
360 309,000.00 1
6.625 1,978.56 79
6.375 1,978.56
HERNDON VA 20170 2 10/05/01 00
0400496725 05 12/01/01 0
2912548 O 11/01/31
0
1
5961904 696/G01 F 650,000.00 ZZ
360 649,467.20 1
7.000 4,324.47 69
6.750 4,324.47
CABIN XXXX MD 20818 1 10/11/01 00
0433298098 05 11/01/01 0
30201137 O 10/01/31
0
5967772 944/G01 F 356,000.00 ZZ
360 356,000.00 1
7.000 2,368.48 80
6.750 2,368.48
NEWCASTLE WA 98056 2 10/19/01 00
0433334638 05 12/01/01 0
W01093089 O 11/01/31
0
5968004 B57/G01 F 395,000.00 ZZ
360 395,000.00 1
6.875 2,594.87 79
6.625 2,594.87
LOS ANGELES CA 90068 2 10/19/01 00
0433332632 05 12/01/01 0
2117645 O 11/01/31
0
5973078 369/G01 F 296,000.00 ZZ
360 295,757.37 1
7.000 1,969.30 80
6.750 1,969.30
NASHVILLE TN 37215 2 09/26/01 00
0433305141 05 11/01/01 0
0073393480 O 10/01/31
0
5979660 964/G01 F 298,000.00 ZZ
360 298,000.00 1
7.000 1,982.60 80
6.750 1,982.60
ROCKLIN CA 95765 1 10/12/01 00
0433287430 03 12/01/01 0
400154617 O 11/01/31
0
5985940 E22/G01 F 850,000.00 ZZ
360 850,000.00 1
6.750 5,513.08 50
6.500 5,513.08
1
PALOS VERDES ES CA 90274 2 10/03/01 00
0412998718 05 12/01/01 0
0412998718 O 11/01/31
0
5985958 E22/G01 F 682,500.00 ZZ
360 682,500.00 1
6.875 4,483.54 65
6.625 4,483.54
HOUSTON TX 77030 5 10/09/01 00
0413036310 05 12/01/01 0
0413036310 O 11/01/31
0
5985994 E22/G01 F 310,500.00 ZZ
360 310,500.00 1
7.000 2,065.76 90
6.750 2,065.76
CONCORD CA 94518 1 10/09/01 01
0413061342 05 12/01/01 25
0413061342 O 11/01/31
0
5986106 E22/G01 F 425,000.00 ZZ
360 425,000.00 1
6.875 2,791.95 49
6.625 2,791.95
WILDWOOD MO 63005 1 10/16/01 00
0413121609 03 12/01/01 0
0413121609 O 11/01/31
0
5986110 E22/G01 F 455,000.00 ZZ
360 455,000.00 1
6.750 2,951.12 40
6.500 2,951.12
SACRAMENTO CA 95864 2 10/11/01 00
0413122896 05 12/01/01 0
0413122896 O 11/01/31
0
5986332 E82/G01 F 295,000.00 ZZ
360 295,000.00 1
7.125 1,987.47 74
6.875 1,987.47
MANHATTAN BEACH CA 90266 2 10/03/01 00
0400502019 05 12/01/01 0
0400502019 O 11/01/31
0
1
5986340 E82/G01 F 463,700.00 ZZ
360 463,700.00 1
7.375 3,202.66 67
7.125 3,202.66
OAKLAND CA 94611 2 10/10/01 00
0400494274 05 12/01/01 0
4185911 O 11/01/31
0
5990258 964/G01 F 321,600.00 ZZ
360 321,600.00 1
6.875 2,112.68 80
6.625 2,112.68
VISALIA CA 93291 1 10/22/01 00
0433319183 03 12/01/01 0
159014 O 11/01/31
0
5999954 696/G01 F 445,150.00 ZZ
360 445,150.00 1
6.875 2,924.32 80
6.625 2,924.32
POTOMAC MD 20854 1 10/15/01 00
0433296167 05 12/01/01 0
30401135 O 11/01/31
0
5999956 696/G01 F 457,350.00 ZZ
360 457,350.00 1
6.750 2,966.36 80
6.500 2,966.36
WASHINGTON DC 20015 1 10/17/01 00
0433286168 05 12/01/01 0
31201502 O 11/01/31
0
5999958 696/G01 F 314,000.00 ZZ
360 314,000.00 1
6.875 2,062.76 80
6.625 2,062.76
BETHESDA MD 20816 1 10/15/01 00
0433286325 05 12/01/01 0
31901122 O 11/01/31
0
6010850 E22/G01 F 347,500.00 ZZ
360 347,500.00 1
1
6.625 2,225.08 80
6.375 2,225.08
VENTURA CA 93003 1 10/09/01 00
0412853624 05 12/01/01 0
0412853624 O 11/01/31
0
6010928 E22/G01 F 980,000.00 ZZ
360 980,000.00 1
6.750 6,356.26 70
6.500 6,356.26
AURORA CO 80016 2 10/12/01 00
0413070418 03 12/01/01 0
0413070418 O 11/01/31
0
6011016 E22/G01 F 469,000.00 ZZ
360 469,000.00 1
6.750 3,041.93 59
6.500 3,041.93
BETHESDA MD 20814 2 10/12/01 00
0413122250 05 12/01/01 0
0413122250 O 11/01/31
0
6011036 E22/G01 F 424,000.00 ZZ
360 424,000.00 1
7.000 2,820.88 80
6.750 2,820.88
BERKLEY CA 94603 1 10/11/01 00
0413133232 05 12/01/01 0
0413133232 O 11/01/31
0
6020276 696/G01 F 319,920.00 ZZ
360 319,664.17 1
7.125 2,155.36 80
6.875 2,155.36
STERLING VA 20164 1 09/28/01 00
0433260866 03 11/01/01 0
21401110 O 10/01/31
0
6027122 944/G01 F 500,000.00 ZZ
360 500,000.00 1
6.625 3,201.56 34
6.375 3,201.56
WOODWAY WA 98020 2 10/24/01 00
0433331949 05 12/01/01 0
1
W01093118 O 11/01/31
0
6028940 696/G01 F 382,700.00 ZZ
240 382,700.00 1
7.125 2,995.85 75
6.875 2,995.85
GAITHERSBURG MD 20882 2 10/08/01 00
0433288917 05 12/01/01 0
30401116 O 11/01/21
0
6033944 E22/G01 F 310,000.00 ZZ
360 310,000.00 1
7.375 2,141.09 73
7.125 2,141.09
MOORPARK CA 93021 2 10/03/01 00
0412953978 03 12/01/01 0
0412953978 O 11/01/31
0
6034060 E22/G01 F 425,000.00 ZZ
360 425,000.00 1
6.750 2,756.54 69
6.500 2,756.54
PLEASANTON CA 94566 2 10/12/01 00
0413142811 05 12/01/01 0
0413142811 O 11/01/31
0
6034330 E82/G01 F 322,900.00 ZZ
360 322,900.00 1
7.375 2,230.19 79
7.125 2,230.19
SAN JOSE CA 95148 2 10/10/01 00
0400489605 03 12/01/01 0
4190154 O 11/01/31
0
6054130 696/G01 F 367,700.00 ZZ
360 367,700.00 1
7.000 2,446.32 74
6.750 2,446.32
LEESBURG VA 20176 1 10/18/01 00
0433296233 03 12/01/01 0
24501044 O 11/01/31
0
1
6059728 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
6.750 2,075.51 80
6.500 2,075.51
LOS ANGELES CA 90731 1 10/11/01 00
0413121393 05 12/01/01 0
0413121393 O 11/01/31
0
6071706 W93/G01 F 377,000.00 ZZ
360 376,690.98 1
7.000 2,508.19 58
6.750 2,508.19
LA CANADA CA 91011 2 09/21/01 00
0433275567 05 11/01/01 0
3349546 O 10/01/31
0
6075340 W93/G01 F 400,000.00 ZZ
360 399,663.95 1
6.875 2,627.72 54
6.625 2,627.72
VANCOVER WA 98682 5 09/19/01 00
0433286945 05 11/01/01 0
29287514 O 10/01/31
0
6075398 405/405 F 334,400.00 ZZ
360 333,612.66 1
7.250 2,281.20 80
6.750 2,281.20
LAGUNA NIGUEL CA 92677 1 07/09/01 00
0012303285 03 09/01/01 0
0012303285 O 08/01/31
0
6075422 405/405 F 339,000.00 ZZ
360 338,442.62 1
7.000 2,255.38 62
6.750 2,255.38
SAN FRANCISCO CA 94121 5 08/27/01 00
0017618323 05 10/01/01 0
0017618323 O 09/01/31
0
6075428 405/405 F 495,000.00 ZZ
360 493,923.57 1
7.250 3,376.77 77
6.750 3,376.77
1
TUSTIN CA 92782 2 08/27/01 00
0017664343 03 10/01/01 0
0017664343 O 09/01/31
0
6075434 405/405 F 397,500.00 ZZ
360 394,856.41 1
7.125 2,678.04 75
6.750 2,678.04
LAFAYETTE CA 94549 5 08/28/01 00
0017668039 05 10/01/01 0
0017668039 O 09/01/31
0
6075448 405/405 F 320,000.00 ZZ
360 319,298.61 1
7.250 2,182.97 80
6.750 2,182.97
PETALUMA CA 94952 1 08/16/01 00
0017676750 05 10/01/01 0
0017676750 O 09/01/31
0
6075456 405/405 F 332,000.00 ZZ
360 331,493.18 1
7.375 2,293.05 80
6.750 2,293.05
REDONDO BEACH CA 90278 1 08/20/01 00
0017690181 01 10/01/01 0
0017690181 O 09/01/31
0
6075462 405/405 F 336,000.00 ZZ
360 335,461.00 1
7.125 2,263.70 80
6.750 2,263.70
LOS ANGELES CA 91326 2 08/24/01 00
0017691262 03 10/01/01 0
0017691262 O 09/01/31
0
6075468 405/405 F 404,000.00 ZZ
360 403,367.78 1
7.250 2,755.99 80
6.750 2,755.99
WALNUT CA 91789 1 08/29/01 00
0017697467 05 10/01/01 0
0017697467 O 09/01/31
0
1
6075470 405/405 F 551,000.00 ZZ
360 550,158.89 1
7.375 3,805.62 62
6.750 3,805.62
LOS GATOS CA 95032 2 08/27/01 00
0017698390 05 10/01/01 0
0017698390 O 09/01/31
0
6075488 405/405 F 440,000.00 ZZ
360 439,656.75 1
7.250 3,001.58 65
6.750 3,001.58
LA CANADA FLINT CA 91011 5 09/05/01 00
0017718008 05 11/01/01 0
0017718008 O 10/01/31
0
6075490 405/405 F 705,000.00 ZZ
360 704,476.78 1
7.500 4,929.47 53
6.750 4,929.47
LOS ANGELES CA 90068 2 09/06/01 00
0017721754 05 11/01/01 0
0017721754 O 10/01/31
0
6075508 405/405 F 650,000.00 ZZ
360 648,982.80 1
7.250 4,434.15 49
6.750 4,434.15
SANTA MONICA CA 90402 5 08/25/01 00
0019916626 05 10/01/01 0
0019916626 O 09/01/31
0
6075510 405/405 F 308,400.00 ZZ
360 307,750.61 1
7.375 2,130.05 80
6.750 2,130.05
WOODLAND HILLS CA 91367 5 08/27/01 00
0019926088 05 10/01/01 0
0019926088 O 09/01/31
0
6078856 696/G01 F 421,500.00 ZZ
360 421,500.00 1
1
6.875 2,768.95 80
6.625 2,768.95
KENSINGTON MD 20895 2 10/17/01 00
0433289725 05 12/01/01 0
32201239 O 11/01/31
0
6078858 696/G01 F 345,000.00 ZZ
360 345,000.00 1
7.125 2,324.33 80
6.875 2,324.33
WASHINGTON DC 20008 2 10/17/01 00
0433289782 08 12/01/01 0
32601268 O 11/01/31
0
6078860 696/G01 F 450,500.00 ZZ
360 450,500.00 1
7.000 2,997.19 79
6.750 2,997.19
STERLING VA 20165 2 10/16/01 00
0433289733 03 12/01/01 0
25101242 O 11/01/31
0
6083616 E22/G01 F 292,300.00 ZZ
360 292,300.00 1
7.125 1,969.28 75
6.875 1,969.28
SAN JOSE CA 95135 2 10/11/01 00
0413016494 01 12/01/01 0
0413016494 O 11/01/31
0
6083700 E22/G01 F 260,000.00 ZZ
360 260,000.00 1
6.875 1,708.01 68
6.625 1,708.01
COPPELL TX 75019 5 10/17/01 00
0413079997 05 12/01/01 0
0413079997 O 11/01/31
0
6083704 E22/G01 F 395,000.00 ZZ
360 395,000.00 1
6.875 2,594.87 42
6.625 2,594.87
LOS ANGELES CA 90064 2 10/12/01 00
0413080201 05 12/01/01 0
1
0413080201 O 11/01/31
0
6083768 E22/G01 F 284,500.00 ZZ
360 284,500.00 1
6.625 1,821.68 67
6.375 1,821.68
OAKLAND CA 94602 2 10/09/01 00
0413110925 05 12/01/01 0
0413110925 O 11/01/31
0
6083852 E22/G01 F 615,594.00 ZZ
360 615,594.00 1
6.625 3,941.72 53
6.375 3,941.72
PLEASANTON CA 94566 5 10/16/01 00
0413150756 05 12/01/01 0
0413150756 O 11/01/31
0
6084552 W93/G01 F 339,200.00 ZZ
360 338,907.95 1
6.750 2,200.05 68
6.500 2,200.05
CLOVIS CA 93611 2 09/24/01 00
0433285327 03 11/01/01 0
45351072 O 10/01/31
0
6084586 W93/G01 F 350,000.00 ZZ
360 349,705.96 1
6.875 2,299.25 78
6.625 2,299.25
RANCHO CUCAMONG CA 91737 1 09/25/01 00
0433321007 05 11/01/01 0
67334832 O 10/01/31
0
6087340 W93/G01 F 650,000.00 ZZ
360 649,453.92 1
6.875 4,270.04 55
6.625 4,270.04
ANAHEIM CA 92808 5 09/24/01 00
0433284221 05 11/01/01 0
4295254 O 10/01/31
0
1
6087886 W93/G01 F 301,600.00 ZZ
360 301,346.62 1
6.875 1,981.30 80
6.625 1,981.30
PHOENIX AZ 85050 1 09/22/01 00
0433284668 03 11/01/01 0
35347615 O 10/01/31
0
6088640 W93/G01 F 312,000.00 ZZ
360 311,737.88 1
6.875 2,049.62 80
6.625 2,049.62
LONGMONT CO 80504 2 09/27/01 00
0433284890 03 11/01/01 0
30346646 O 10/01/31
0
6088820 L94/G01 F 440,000.00 T
360 440,000.00 1
6.875 2,890.49 55
6.625 2,890.49
PARK CITY UT 84060 2 10/19/01 00
0433334208 05 12/01/01 0
1000005338 O 11/01/31
0
6089138 W93/G01 F 650,000.00 ZZ
360 649,480.21 1
7.125 4,379.17 57
6.875 4,379.17
CASTLE ROCK CO 80104 5 09/14/01 00
0433285236 03 11/01/01 0
77337466 O 10/01/31
0
6091356 D03/D03 F 263,700.00 ZZ
360 263,700.00 1
6.500 1,666.76 21
6.250 1,666.76
STANFORD CA 94305 5 09/28/01 00
1 02 12/01/01 0
1 O 11/01/31
0
6097202 W93/G01 F 367,000.00 ZZ
360 366,684.02 1
6.750 2,380.36 74
6.500 2,380.36
1
FREMONT CA 94539 2 09/20/01 00
0433275997 05 11/01/01 0
20299993 O 10/01/31
0
6099308 696/G01 F 408,000.00 ZZ
360 408,000.00 1
6.750 2,646.28 80
6.500 2,646.28
WASHINGTON DC 20016 1 10/18/01 00
0433293610 05 12/01/01 0
30201185 O 11/01/31
0
6099310 696/G01 F 507,000.00 ZZ
360 507,000.00 1
6.750 3,288.39 70
6.500 3,288.39
POTOMAC MD 20854 2 10/18/01 00
0433293602 03 12/01/01 0
32701264 O 11/01/31
0
6101114 E87/G01 F 362,150.00 ZZ
360 362,150.00 1
7.000 2,409.39 80
6.750 2,409.39
GOLETA CA 93117 1 10/26/01 00
0433330016 09 12/01/01 0
70003817 O 11/01/31
0
6111058 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
6.750 1,945.79 79
6.500 1,945.79
LA PALMA CA 90623 5 10/12/01 00
0413148974 05 12/01/01 0
0413148974 O 11/01/31
0
6117250 964/G01 F 356,000.00 ZZ
360 356,000.00 1
6.875 2,338.67 80
6.625 2,338.67
SACRAMENTO CA 95829 1 10/22/01 00
0433320827 05 12/01/01 0
158334 O 11/01/31
0
1
6126396 696/G01 F 610,400.00 ZZ
360 610,400.00 1
6.750 3,959.04 67
6.500 3,959.04
CHEVY CHASE MD 20815 2 10/19/01 00
0433291499 06 12/01/01 0
32901310 O 11/01/31
0
6136546 E22/G01 F 139,300.00 ZZ
360 139,300.00 1
7.250 950.27 38
7.000 950.27
AUSTIN TX 78703 2 10/18/01 00
0413077074 05 12/01/01 0
0413077074 O 11/01/31
0
6136604 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
6.625 2,049.00 48
6.375 2,049.00
BERKELEY CA 94705 1 10/19/01 00
0413106998 05 12/01/01 0
0413106998 O 11/01/31
0
6136662 E22/G01 F 423,000.00 ZZ
360 423,000.00 1
6.875 2,778.81 65
6.625 2,778.81
BELLEVUE WA 98006 2 10/17/01 00
0413137522 05 12/01/01 0
0413137522 O 11/01/31
0
6136698 E22/G01 F 74,000.00 ZZ
360 74,000.00 1
7.500 517.42 68
7.250 517.42
GRANTS PASS OR 97526 1 10/15/01 00
0413163213 05 12/01/01 0
0413163213 O 11/01/31
0
6137116 E82/G01 F 330,500.00 ZZ
360 330,500.00 1
1
7.125 2,226.64 72
6.875 2,226.64
GLENELG MD 21737 2 10/22/00 00
0400496089 05 12/01/01 0
1637491 O 11/01/31
0
6137122 E82/G01 F 327,700.00 ZZ
360 327,700.00 1
7.375 2,263.34 71
7.125 2,263.34
ANTIOCH CA 94509 2 10/04/01 00
0400490157 05 12/01/01 0
3994072 O 11/01/31
0
6140758 W93/G01 F 511,000.00 ZZ
360 510,560.04 1
6.750 3,314.34 79
6.500 3,314.34
ALBUQUERQUE NM 87122 2 09/27/01 00
0433285558 05 11/01/01 0
36351522 O 10/01/31
0
6158946 356/G01 F 405,000.00 ZZ
360 405,000.00 1
7.250 2,762.82 65
7.000 2,762.82
PLEASANTON CA 94566 2 10/03/01 00
0433324555 05 12/01/01 0
28851368 O 11/01/31
0
6161288 E22/G01 F 649,950.00 ZZ
360 649,950.00 1
7.000 4,324.13 77
6.750 4,324.13
SAN FRANCISCO CA 94116 1 10/15/01 00
0413133968 03 12/01/01 0
0413133968 O 11/01/31
0
6163680 W93/G01 F 360,000.00 ZZ
360 359,712.11 1
7.125 2,425.39 72
6.875 2,425.39
PHOENIX AZ 85018 5 09/28/01 00
0433288842 05 11/01/01 0
1
35347609 O 10/01/31
0
6173026 W93/G01 F 403,450.00 ZZ
360 403,127.36 1
7.125 2,718.12 80
6.875 2,718.12
PLACENTIA CA 92870 1 09/10/01 00
0433321502 03 11/01/01 0
04295146 O 10/01/31
0
6173846 994/994 F 552,000.00 ZZ
360 551,558.57 1
7.125 3,718.93 60
6.875 3,718.93
PHOENIX AZ 85048 1 09/26/01 00
1818781312 03 11/01/01 0
1818781312 O 10/01/31
0
6174410 994/994 F 319,200.00 ZZ
360 318,747.96 1
7.750 2,286.79 80
7.500 2,286.79
EMERSON NJ 07630 1 08/28/01 00
1000279374 05 10/01/01 0
1000279374 O 09/01/31
0
6175162 994/994 F 360,000.00 ZZ
360 359,450.44 1
7.375 2,486.44 38
7.125 2,486.44
HOPEWELL NJ 08525 1 08/31/01 00
1000316368 05 10/01/01 0
1000316368 O 09/01/31
0
6175206 956/G01 F 422,700.00 ZZ
360 422,700.00 1
6.875 2,776.84 75
6.625 2,776.84
SAMMAMISH WA 98074 2 10/11/01 00
0433297249 05 12/01/01 0
1311100048 O 11/01/31
0
1
6175400 994/994 F 350,000.00 ZZ
360 349,465.70 1
7.375 2,417.37 70
7.125 2,417.37
LAFAYETTE IN 47909 2 08/22/01 00
41014156 05 10/01/01 0
41014156 O 09/01/31
0
6177124 994/994 F 400,000.00 ZZ
360 399,078.24 1
8.250 3,005.07 70
8.000 3,005.07
GILROY CA 95020 5 06/25/01 00
718498545 05 09/01/01 0
718498545 O 08/01/31
0
6177284 405/405 F 362,000.00 ZZ
360 361,419.32 1
7.125 2,438.86 79
6.625 2,438.86
HOUSTON TX 77030 2 08/24/01 00
0012288833 05 10/01/01 0
0012288833 O 09/01/31
0
6177286 405/405 F 340,550.00 ZZ
360 339,787.03 1
7.500 2,381.18 80
7.000 2,381.18
LAFAYETTE CO 80026 1 07/26/01 00
0012313243 03 09/01/01 0
0012313243 O 08/01/31
0
6177288 405/405 F 425,000.00 ZZ
360 424,334.92 1
7.250 2,899.25 46
6.750 2,899.25
ROLLING HILLS E CA 90274 1 08/07/01 00
0012346698 03 10/01/01 0
0012346698 O 09/01/31
0
6177290 405/405 F 369,250.00 ZZ
360 368,713.80 1
7.625 2,613.53 77
7.125 2,613.53
1
MEAD CO 80542 2 08/09/01 00
0012354627 03 10/01/01 0
0012354627 O 09/01/31
0
6177292 405/405 F 500,000.00 ZZ
360 499,177.93 1
7.000 3,326.51 80
6.500 3,326.51
SILVER SPRINGS MD 20905 1 08/31/01 00
0012400016 03 10/01/01 0
0012400016 O 09/01/31
0
6177296 405/405 F 343,600.00 ZZ
360 343,062.30 1
7.250 2,343.96 80
6.750 2,343.96
BOTHELL WA 98021 1 08/09/01 00
0012405528 05 10/01/01 0
0012405528 O 09/01/31
0
6177298 405/405 F 529,000.00 ZZ
360 527,899.25 1
7.500 3,698.85 66
7.000 3,698.85
BROOMFIELD CO 80020 2 08/27/01 00
0012406807 03 10/01/01 0
0012406807 O 09/01/31
0
6177302 405/405 F 328,000.00 ZZ
360 326,735.21 1
7.125 2,209.80 51
6.625 2,209.80
POTOMAC MD 20854 5 07/26/01 00
0012410668 05 09/01/01 0
0012410668 O 08/01/31
0
6177304 405/405 F 424,000.00 ZZ
360 423,302.88 1
7.000 2,820.88 71
6.500 2,820.88
XXXXX PARK CO 80517 2 08/27/01 00
0012411195 03 10/01/01 0
0012411195 O 09/01/31
0
1
6177306 405/405 F 480,000.00 ZZ
360 479,267.28 1
7.375 3,315.24 80
6.875 3,315.24
ALAMEDA CA 94501 1 08/28/01 00
0012411310 05 10/01/01 0
0012411310 O 09/01/31
0
6177308 405/405 F 326,250.00 ZZ
360 325,726.65 1
7.125 2,198.01 75
6.625 2,198.01
BOULDER CO 80305 5 08/30/01 00
0012412987 05 10/01/01 0
0012412987 O 09/01/31
0
6177310 405/405 F 345,000.00 ZZ
360 344,473.35 1
7.375 2,382.83 75
6.875 2,382.83
COSTA MESA CA 92627 2 08/27/01 00
0012417358 05 10/01/01 0
0012417358 O 09/01/31
0
6177312 405/405 F 460,000.00 ZZ
360 459,062.10 1
7.125 3,099.11 71
6.625 3,099.11
LAYTONSVILLE MD 20882 1 08/30/01 00
0012427696 03 10/01/01 0
0012427696 O 09/01/31
0
6177314 405/405 F 300,000.00 ZZ
360 299,530.53 1
7.250 2,046.53 57
6.750 2,046.53
LOS ANGELES CA 90046 1 08/20/01 00
0012429205 05 10/01/01 0
0012429205 O 09/01/31
0
6177318 405/405 F 350,000.00 ZZ
360 349,713.11 1
1
7.000 2,328.56 80
6.500 2,328.56
HOUSTON TX 77007 1 09/04/01 00
0012435996 05 11/01/01 0
0012435996 O 10/01/31
0
6177320 405/405 F 500,000.00 ZZ
360 499,609.95 1
7.250 3,410.88 42
6.750 3,410.88
AGOURA HILLS CA 91301 1 09/19/01 00
0012437687 03 11/01/01 0
0012437687 O 10/01/31
0
6177326 405/405 F 499,950.00 ZZ
360 499,167.63 1
7.250 3,410.54 36
6.750 3,410.54
NEWPORT BEACH CA 92663 1 08/29/01 00
0012447017 03 10/01/01 0
0012447017 O 09/01/31
0
6177328 405/405 F 322,400.00 ZZ
360 321,919.96 1
7.500 2,254.27 80
7.000 2,254.27
PHOENIX MD 21131 5 08/29/01 00
0012449930 03 10/01/01 0
0012449930 O 09/01/31
0
6177330 405/405 F 480,000.00 ZZ
360 479,616.15 1
7.125 3,233.85 71
6.625 3,233.85
LITTLETON CO 80127 1 09/14/01 00
0012450177 03 11/01/01 0
0012450177 O 10/01/31
0
6177332 405/405 F 315,000.00 ZZ
360 314,507.05 1
7.250 2,148.86 70
6.750 2,148.86
LONG BEACH CA 90814 2 08/24/01 00
0012460333 01 10/01/01 0
1
0012460333 O 09/01/31
0
6177336 405/405 F 350,600.00 ZZ
360 350,305.46 1
6.875 2,303.19 80
6.500 2,303.19
PORTLAND OR 97229 1 09/25/01 00
0012465043 03 11/01/01 0
0012465043 O 10/01/31
0
6177340 405/405 F 436,800.00 ZZ
360 436,450.69 1
7.125 2,942.81 70
6.625 2,942.81
STAMFORD CT 06903 2 09/13/01 00
0017386970 05 11/01/01 0
0017386970 O 10/01/31
0
6177342 405/405 F 400,000.00 ZZ
360 399,672.12 1
7.000 2,661.21 78
6.500 2,661.21
LOS ANGELES CA 91423 5 09/24/01 00
0017437450 05 11/01/01 0
0017437450 O 10/01/31
0
6177344 405/405 F 600,000.00 ZZ
360 599,508.18 1
7.000 3,991.82 48
6.500 3,991.82
LOS ANGELES CA 90069 2 09/18/01 00
0017472887 05 11/01/01 0
0017472887 O 10/01/31
0
6177350 405/405 F 320,000.00 ZZ
360 318,674.73 1
6.750 2,075.52 39
6.500 2,075.52
OAKLAND CA 94610 2 09/13/01 00
0017572207 03 11/01/01 0
0017572207 O 10/01/31
0
1
6177358 405/405 F 600,000.00 ZZ
360 599,508.18 1
7.000 3,991.82 50
6.500 3,991.82
LA CANADAFLINTR CA 91011 5 09/14/01 00
0017605775 05 11/01/01 0
0017605775 O 10/01/31
0
6177362 405/405 F 750,000.00 ZZ
360 749,385.23 1
7.000 4,989.77 72
6.500 4,989.77
COTO DE CAZA CA 92679 2 09/06/01 00
0017647868 03 11/01/01 0
0017647868 O 10/01/31
0
6177378 405/405 F 650,000.00 ZZ
360 649,453.92 1
6.875 4,270.04 74
6.500 4,270.04
TOPANGA CA 90290 1 09/25/01 00
0017679176 05 11/01/01 0
0017679176 O 10/01/31
0
6177382 405/405 F 650,000.00 ZZ
360 649,467.20 1
7.000 4,324.47 77
6.500 4,324.47
THOUSAND OAKS CA 91362 1 09/10/01 00
0017681024 03 11/01/01 0
0017681024 O 10/01/31
0
6177384 405/405 F 575,000.00 ZZ
360 574,504.94 1
6.750 3,729.44 53
6.500 3,729.44
CAMPBELL CA 95008 5 09/20/01 00
0017690702 05 11/01/01 0
0017690702 O 10/01/31
0
6177394 405/405 F 350,000.00 ZZ
360 349,705.96 1
6.875 2,299.25 45
6.500 2,299.25
1
AROMAS CA 95004 5 09/14/01 00
0017698846 05 11/01/01 0
0017698846 O 10/01/31
0
6177402 405/405 F 308,000.00 ZZ
360 307,753.69 1
7.125 2,075.06 80
6.625 2,075.06
LOS ANGELES CA 91344 2 09/10/01 00
0017710120 05 11/01/01 0
0017710120 O 10/01/31
0
6177404 405/405 F 487,228.00 ZZ
360 486,776.73 1
6.375 3,039.67 33
6.125 3,039.67
BURLINGAME CA 94010 2 09/20/01 00
0017710328 05 11/01/01 0
0017710328 O 10/01/31
0
6177408 405/405 F 341,600.00 ZZ
360 341,319.99 1
7.000 2,272.68 80
6.500 2,272.68
COSTA MESA CA 92627 1 09/19/01 00
0017711862 05 11/01/01 0
0017711862 O 10/01/31
0
6177418 405/405 F 356,000.00 ZZ
360 355,685.89 1
6.625 2,279.51 60
6.375 2,279.51
RANCHO PALOS VE CA 90275 2 09/07/01 00
0017718032 05 11/01/01 0
0017718032 O 10/01/31
0
6177424 405/405 F 430,500.00 ZZ
360 430,147.12 1
7.000 2,864.13 69
6.500 2,864.13
NOVATO CA 94945 5 09/05/01 00
0017720004 05 11/01/01 0
0017720004 O 10/01/31
0
1
6177426 405/405 F 560,000.00 ZZ
360 559,540.97 1
7.000 3,725.70 48
6.500 3,725.70
SAN JOSE CA 95121 5 09/18/01 00
0017720038 05 11/01/01 0
0017720038 O 10/01/31
0
6177428 405/405 F 310,000.00 ZZ
360 309,733.09 1
6.750 2,010.66 65
6.500 2,010.66
ENCINITAS CA 92024 5 09/28/01 00
0017720392 05 11/01/01 0
0017720392 O 10/01/31
0
6177432 405/405 F 611,000.00 ZZ
360 610,486.68 1
6.875 4,013.84 64
6.500 4,013.84
SIMI VALLEY CA 93065 2 09/14/01 00
0017720871 03 11/01/01 0
0017720871 O 10/01/31
0
6177434 405/405 F 460,000.00 ZZ
360 459,622.93 1
7.000 3,060.40 66
6.500 3,060.40
LOS ANGELES CA 91364 2 09/07/01 00
0017721325 05 11/01/01 0
0017721325 O 10/01/31
0
6177440 405/405 F 650,000.00 ZZ
360 649,453.92 1
6.875 4,270.04 73
6.500 4,270.04
UNION CITY CA 94587 1 09/11/01 00
0017722687 05 11/01/01 0
0017722687 O 10/01/31
0
6177448 405/405 F 308,000.00 ZZ
360 308,000.00 1
1
7.000 2,049.14 80
6.500 2,049.14
WILMINGTON DE 19807 1 10/01/01 00
0017725045 05 12/01/01 0
0017725045 O 11/01/31
0
6177452 405/405 F 416,000.00 ZZ
360 415,659.01 1
7.000 2,767.66 80
6.500 2,767.66
LOS ANGELES CA 91423 1 09/24/01 00
0017725763 05 11/01/01 0
0017725763 O 10/01/31
0
6177458 405/405 F 390,000.00 ZZ
360 389,680.32 1
7.000 2,594.68 65
6.500 2,594.68
SAN JOSE CA 95120 2 09/19/01 00
0017726407 03 11/01/01 0
0017726407 O 10/01/31
0
6177464 405/405 F 361,600.00 ZZ
360 361,303.59 1
7.000 2,405.74 80
6.500 2,405.74
SIMI VALLEY CA 93065 1 09/06/01 00
0017729112 03 11/01/01 0
0017729112 O 10/01/31
0
6177466 405/405 F 295,000.00 ZZ
360 294,758.18 1
7.000 1,962.65 40
6.500 1,962.65
RANCHO PALOS VE CA 90275 2 09/19/01 00
0017730102 03 11/01/01 0
0017730102 O 10/01/31
0
6177468 405/405 F 421,500.00 ZZ
360 421,154.50 1
7.000 2,804.25 80
6.500 2,804.25
SIMI VALLEY CA 93065 1 09/07/01 00
0017730250 03 11/01/01 0
1
0017730250 O 10/01/31
0
6177470 405/405 F 308,000.00 ZZ
360 307,747.53 1
7.000 2,049.14 78
6.500 2,049.14
CHULA VISTA CA 91910 5 09/11/01 00
0017730607 05 11/01/01 0
0017730607 O 10/01/31
0
6177482 405/405 F 441,500.00 ZZ
360 440,929.09 1
6.875 2,900.34 63
6.500 2,900.34
FREMONT CA 94536 1 09/14/01 00
0017733445 05 11/01/01 0
0017733445 O 10/01/31
0
6177492 405/405 F 560,000.00 ZZ
360 553,277.09 1
6.875 3,678.80 47
6.500 3,678.80
PALOS VERDES ES CA 90274 2 09/25/01 00
0017734427 05 11/01/01 0
0017734427 O 10/01/31
0
6177500 405/405 F 477,000.00 ZZ
360 476,609.00 1
7.000 3,173.50 71
6.500 3,173.50
DANVILLE CA 94526 5 09/21/01 00
0017740127 05 11/01/01 0
0017740127 O 10/01/31
0
6177510 405/405 F 575,000.00 ZZ
360 574,528.68 1
7.000 3,825.49 78
6.500 3,825.49
LOS ANGELES CA 91607 2 09/13/01 00
0017744905 05 11/01/01 0
0017744905 O 10/01/31
0
1
6177516 405/405 F 355,000.00 ZZ
360 354,558.45 1
7.125 2,391.71 79
6.625 2,391.71
SEMINOLE FL 33776 2 09/21/01 00
0017745662 05 11/01/01 0
0017745662 O 10/01/31
0
6177530 405/405 F 373,200.00 ZZ
360 372,886.47 1
6.875 2,451.66 78
6.500 2,451.66
SIMI VALLEY CA 93065 2 09/06/01 00
0017748187 03 11/01/01 0
0017748187 O 10/01/31
0
6177534 405/405 F 450,000.00 ZZ
360 449,631.13 1
7.000 2,993.87 55
6.500 2,993.87
CAMARILLO CA 93010 2 09/14/01 00
0017748492 03 11/01/01 0
0017748492 O 10/01/31
0
6177538 405/405 F 422,100.00 ZZ
360 421,754.00 1
7.000 2,808.25 70
6.500 2,808.25
HUNTINGTON BEAC CA 92646 1 10/30/01 00
0017750480 05 11/01/01 0
0017750480 O 10/01/31
0
6177542 405/405 F 310,000.00 ZZ
360 309,745.89 1
7.000 2,062.44 36
6.500 2,062.44
REDWOOD CITY CA 94062 2 09/20/01 00
0017750878 05 11/01/01 0
0017750878 O 10/01/31
0
6177544 405/405 F 345,000.00 ZZ
360 344,710.15 1
6.875 2,266.41 75
6.500 2,266.41
1
LOS ANGELES CA 91335 1 09/27/01 00
0017751108 05 11/01/01 0
0017751108 O 10/01/31
0
6177548 405/405 F 355,000.00 ZZ
360 354,723.06 1
7.250 2,421.73 55
6.750 2,421.73
LINCOLNWOOD IL 60712 5 09/20/01 00
0017753005 05 11/01/01 0
0017753005 O 10/01/31
0
6177554 405/405 F 364,000.00 ZZ
360 363,705.71 1
7.125 2,452.34 75
6.625 2,452.34
FALLS CHURCH VA 22043 5 09/18/01 00
0017754581 05 11/01/01 0
0017754581 O 10/01/31
0
6177556 405/405 F 421,300.00 ZZ
360 419,946.21 1
7.000 2,802.92 72
6.500 2,802.92
AUSTIN TX 78738 2 09/26/01 00
0017754912 05 11/01/01 0
0017754912 O 10/01/31
0
6177562 405/405 F 350,000.00 ZZ
360 349,705.96 1
6.875 2,299.25 64
6.500 2,299.25
REDWOOD CITY CA 94061 5 09/20/01 00
0017757568 05 11/01/01 0
0017757568 O 10/01/31
0
6177564 405/405 F 385,000.00 ZZ
360 384,676.55 1
6.875 2,529.18 54
6.500 2,529.18
OAKLAND CA 94609 5 09/07/01 00
0017757980 05 11/01/01 0
0017757980 O 10/01/31
0
1
6177568 405/405 F 510,000.00 ZZ
360 508,734.37 1
7.000 3,393.05 54
6.500 3,393.05
TOPANGA CA 90290 2 09/19/01 00
0017758996 05 11/01/01 0
0017758996 O 10/01/31
0
6177574 405/405 F 570,000.00 ZZ
360 569,532.77 1
7.000 3,792.23 75
6.500 3,792.23
AUSTIN TX 78730 2 10/03/01 00
0017760190 03 11/01/01 0
0017760190 O 10/01/31
0
6177580 405/405 F 360,000.00 ZZ
360 359,712.11 1
7.125 2,425.39 80
6.625 2,425.39
TAKOMA PARK MD 20912 2 09/24/01 00
0017761966 05 11/01/01 0
0017761966 O 10/01/31
0
6177588 405/405 F 359,200.00 ZZ
360 358,905.56 1
7.000 2,389.77 80
6.500 2,389.77
SAN RAMON CA 94583 1 09/21/01 00
0017763145 03 11/01/01 0
0017763145 O 10/01/31
0
6177594 405/405 F 600,000.00 ZZ
360 599,508.18 1
7.000 3,991.82 70
6.500 3,991.82
SAN ANSELMO CA 94960 2 09/20/01 00
0017764374 05 11/01/01 0
0017764374 O 10/01/31
0
6177596 405/405 F 620,000.00 ZZ
360 618,869.49 1
1
7.125 4,177.06 78
6.625 4,177.06
ROCKVILLE MD 20850 2 09/21/01 00
0017764713 05 11/01/01 0
0017764713 O 10/01/31
0
6177604 405/405 F 490,000.00 ZZ
360 489,598.34 1
7.000 3,259.99 57
6.500 3,259.99
YORBA LINDA CA 92887 2 09/25/01 00
0017767856 05 11/01/01 0
0017767856 O 10/01/31
0
6177614 405/405 F 308,000.00 ZZ
360 307,747.53 1
7.000 2,049.14 80
6.500 2,049.14
SIMI VALLEY CA 93065 1 09/19/01 00
0017770587 05 11/01/01 0
0017770587 O 10/01/31
0
6177624 405/405 F 538,000.00 ZZ
360 537,569.77 1
7.125 3,624.61 57
6.625 3,624.61
SAN DIEGO CA 92037 5 09/20/01 00
0017772187 05 11/01/01 0
0017772187 O 10/01/31
0
6177638 405/405 F 391,000.00 ZZ
360 391,000.00 1
7.000 2,601.34 80
6.500 2,601.34
LOS ANGELES CA 91356 1 10/03/01 00
0017775883 05 12/01/01 0
0017775883 O 11/01/31
0
6177642 405/405 F 471,000.00 ZZ
360 470,613.92 1
7.000 3,133.58 80
6.500 3,133.58
PASADENA CA 91103 1 09/19/01 00
0017776352 05 11/01/01 0
1
0017776352 O 10/01/31
0
6177644 405/405 F 363,000.00 ZZ
360 362,687.46 1
6.750 2,354.42 79
6.500 2,354.42
LONG BEACH CA 90803 1 09/24/01 00
0017776642 05 11/01/01 0
0017776642 O 10/01/31
0
6177648 405/405 F 416,000.00 ZZ
360 416,000.00 1
7.000 2,767.66 80
6.500 2,767.66
BETHESDA MD 20816 1 10/01/01 00
0017778408 05 12/01/01 0
0017778408 O 11/01/31
0
6177650 405/405 F 600,000.00 ZZ
360 599,508.18 1
7.000 3,991.82 42
6.500 3,991.82
SANTA MONICA CA 90402 2 09/20/01 00
0017780263 05 11/01/01 0
0017780263 O 10/01/31
0
6177654 405/405 F 360,000.00 ZZ
360 359,682.38 1
6.625 2,305.12 49
6.375 2,305.12
VENTURA CA 93003 1 09/24/01 00
0017780461 03 11/01/01 0
0017780461 O 10/01/31
0
6177660 405/405 F 357,500.00 ZZ
360 357,500.00 1
6.750 2,318.74 80
6.500 2,318.74
SAN RAMON CA 94583 1 10/02/01 00
0017781972 03 12/01/01 0
0017781972 O 11/01/31
0
1
6177664 405/405 F 326,900.00 ZZ
360 326,632.04 1
7.000 2,174.88 80
6.500 2,174.88
PARKLAND FL 33076 1 09/28/01 00
0017782566 03 11/01/01 0
0017782566 O 10/01/31
0
6177666 405/405 F 450,000.00 ZZ
360 449,631.13 1
7.000 2,993.87 75
6.500 2,993.87
REDWOOD CITY CA 94065 2 09/20/01 00
0017782871 03 11/01/01 0
0017782871 O 10/01/31
0
6177672 405/405 F 444,000.00 ZZ
360 443,626.98 1
6.875 2,916.77 68
6.500 2,916.77
SAN JOSE CA 95120 2 09/21/01 00
0017784851 05 11/01/01 0
0017784851 O 10/01/31
0
6177676 405/405 F 462,000.00 ZZ
360 461,611.87 1
6.875 3,035.01 63
6.500 3,035.01
FOSTER CITY CA 94404 5 09/28/01 00
0017786120 05 11/01/01 0
0017786120 O 10/01/31
0
6177678 405/405 F 406,000.00 ZZ
360 405,658.91 1
6.875 2,667.13 78
6.500 2,667.13
SIMI VALLEY CA 93065 1 09/21/01 00
0017786369 03 11/01/01 0
0017786369 O 10/01/31
0
6177688 405/405 F 347,200.00 ZZ
360 347,200.00 1
7.125 2,339.16 80
6.625 2,339.16
1
OAKLAND CA 94602 1 10/02/01 00
0017790841 05 12/01/01 0
0017790841 O 11/01/31
0
6177690 405/405 F 568,000.00 ZZ
360 567,510.96 1
6.750 3,684.04 80
6.500 3,684.04
LOS ANGELES CA 90004 1 09/21/01 00
0017790866 05 11/01/01 0
0017790866 O 10/01/31
0
6177698 405/405 F 325,000.00 ZZ
360 324,733.59 1
7.000 2,162.24 69
6.500 2,162.24
LOS ANGELES CA 90039 5 09/28/01 00
0017791864 05 11/01/01 0
0017791864 O 10/01/31
0
6177700 405/405 F 303,900.00 ZZ
360 303,631.87 1
6.625 1,945.91 80
6.375 1,945.91
SAN MARCOS CA 92069 1 09/20/01 00
0017792946 03 11/01/01 0
0017792946 O 10/01/31
0
6177718 405/405 F 364,000.00 ZZ
360 364,000.00 1
7.000 2,421.71 80
6.500 2,421.71
DANVILLE CA 94526 1 10/01/01 00
0017797655 03 12/01/01 0
0017797655 O 11/01/31
0
6177722 405/405 F 615,000.00 ZZ
360 614,495.89 1
7.000 4,091.61 73
6.500 4,091.61
LOS ANGELES CA 90024 5 09/26/01 00
0017797762 05 11/01/01 0
0017797762 O 10/01/31
0
1
6177728 405/405 F 388,500.00 ZZ
360 388,173.61 1
6.875 2,552.17 54
6.500 2,552.17
SAN FRANCISCO CA 94114 2 10/01/01 00
0017799925 01 11/01/01 0
0017799925 O 10/01/31
0
6177734 405/405 F 309,600.00 ZZ
360 309,600.00 1
6.625 1,982.41 80
6.375 1,982.41
GLENDALE CA 91201 1 10/04/01 00
0017807512 05 12/01/01 0
0017807512 O 11/01/31
0
6177736 405/405 F 367,960.00 ZZ
360 367,658.38 1
7.000 2,448.05 80
6.500 2,448.05
SAN JOSE CA 95130 1 09/27/01 00
0017807652 05 11/01/01 0
0017807652 O 10/01/31
0
6177748 405/405 F 448,000.00 ZZ
360 448,000.00 1
6.875 2,943.04 80
6.500 2,943.04
SOUTH SAN FRANC CA 94080 1 10/02/01 00
0017828716 05 12/01/01 0
0017828716 O 11/01/31
0
6177758 405/405 F 326,000.00 ZZ
360 325,726.12 1
6.875 2,141.59 80
6.500 2,141.59
STUDIO CITY CA 91602 1 09/14/01 00
0019908284 05 11/01/01 0
0019908284 O 10/01/31
0
6177766 405/405 F 385,000.00 ZZ
360 384,676.55 1
1
6.875 2,529.18 48
6.500 2,529.18
SAN RAFAEL CA 94903 5 09/12/01 00
0019926203 03 11/01/01 0
0019926203 O 10/01/31
0
6177778 405/405 F 370,000.00 ZZ
360 369,689.15 1
6.875 2,430.64 60
6.500 2,430.64
LAGUNA BEACH CA 92651 5 09/12/01 00
0019930577 05 11/01/01 0
0019930577 O 10/01/31
0
6177780 405/405 F 288,000.00 ZZ
360 287,758.04 1
6.875 1,891.96 80
6.500 1,891.96
WOODLAND HILLS CA 91367 1 09/07/01 00
0019931104 05 11/01/01 0
0019931104 O 10/01/31
0
6177784 405/405 F 488,000.00 ZZ
360 487,590.02 1
6.875 3,205.81 80
6.500 3,205.81
RANCHO PALOS VE CA 90275 1 09/19/01 00
0019932391 05 11/01/01 0
0019932391 O 10/01/31
0
6177786 405/405 F 454,000.00 ZZ
360 453,618.58 1
6.875 2,982.46 80
6.500 2,982.46
FREMONT CA 94539 1 09/26/01 00
0019933977 05 11/01/01 0
0019933977 O 10/01/31
0
6177788 405/405 F 320,600.00 ZZ
360 318,244.56 1
6.750 2,079.41 71
6.500 2,079.41
LOS ANGELES CA 90019 1 09/25/01 00
0019935055 05 11/01/01 0
1
0019935055 O 10/01/31
0
6177792 405/405 F 350,000.00 ZZ
360 349,720.11 1
7.125 2,358.02 64
6.625 2,358.02
HAYWARD CA 94544 5 09/21/01 00
0019936384 03 11/01/01 0
0019936384 O 10/01/31
0
6177794 405/405 F 475,000.00 ZZ
360 474,610.64 1
7.000 3,160.19 20
6.500 3,160.19
WOODSIDE CA 94062 5 09/24/01 00
0019936970 05 11/01/01 0
0019936970 O 10/01/31
0
6177798 405/405 F 465,000.00 ZZ
360 464,609.34 1
6.875 3,054.72 52
6.500 3,054.72
XXXXXXX OAKS CA 91403 5 09/21/01 00
0019938174 05 11/01/01 0
0019938174 O 10/01/31
0
6177800 405/405 F 340,000.00 ZZ
360 340,000.00 1
6.750 2,205.24 80
6.500 2,205.24
SAN DIEGO CA 92101 1 10/02/01 00
0019944578 03 12/01/01 0
0019944578 O 11/01/31
0
6177806 405/405 F 414,500.00 ZZ
360 414,143.12 1
6.750 2,688.44 70
6.500 2,688.44
LONG BEACH CA 90814 1 09/18/01 00
0019948041 05 11/01/01 0
0019948041 O 10/01/31
0
1
6178414 W93/G01 F 426,400.00 ZZ
360 426,032.87 1
6.750 2,765.63 69
6.500 2,765.63
PISMO BEACH CA 93449 1 09/13/01 00
0433290228 05 11/01/01 0
48286523 O 10/01/31
0
6178774 994/994 F 598,000.00 ZZ
360 593,971.27 1
7.125 4,028.84 72
6.875 4,028.84
VIENNA VA 22182 2 06/01/01 00
218336901 03 07/01/01 0
218336901 O 06/01/31
0
6179926 W93/G01 F 330,500.00 ZZ
360 330,235.70 1
7.125 2,226.64 78
6.875 2,226.64
PORTLAND OR 97221 5 09/14/01 00
0433289485 05 11/01/01 0
37310963 O 10/01/31
0
6180152 994/994 F 390,000.00 ZZ
360 389,419.31 1
7.500 2,726.94 89
7.250 2,726.94
MARLBOROUGH MA 01752 1 08/30/01 11
1000303199 05 10/01/01 25
1000303199 O 09/01/31
0
6180582 994/994 F 358,000.00 ZZ
360 356,969.33 1
7.750 2,564.76 80
7.500 2,564.76
SAN FRANCISCO CA 94116 2 08/16/01 00
718656100 05 10/01/01 0
718656100 O 09/01/31
0
6188466 E22/G01 F 109,250.00 ZZ
360 109,250.00 1
7.375 754.56 95
7.125 754.56
1
NORTH EAST NY 12546 1 10/26/01 04
0413161662 05 12/01/01 30
0413161662 O 11/01/31
0
6189254 F28/G01 F 480,000.00 ZZ
360 480,000.00 1
7.250 3,274.45 80
7.000 3,274.45
FOREST HILLS NY 11375 1 10/11/01 00
0433296134 05 12/01/01 0
7423579 O 11/01/31
0
6189532 994/994 F 469,000.00 ZZ
360 468,301.68 1
7.500 3,279.32 70
7.250 3,279.32
WILTON CT 06897 1 08/30/01 00
1000290708 05 10/01/01 0
1000290708 O 09/01/31
0
6189802 994/994 F 312,000.00 ZZ
360 311,744.25 1
7.000 2,075.75 80
6.750 2,075.75
SILVER SPRINGS MD 20906 1 09/28/01 00
404220073 03 11/01/01 0
404220073 O 10/01/31
0
6190172 994/994 F 371,000.00 ZZ
360 371,000.00 1
7.125 2,499.50 79
6.875 2,499.50
CREVE COEUR MO 63141 2 10/03/01 00
404221807 03 12/01/01 0
404221807 O 11/01/31
0
6190242 F28/G01 F 413,600.00 ZZ
360 413,260.97 1
7.000 2,751.70 80
6.750 2,751.70
CORNELIUS NC 28031 2 09/19/01 00
0433308137 03 11/01/01 0
7419940 O 10/01/31
0
1
6190762 F28/G01 F 456,000.00 ZZ
360 456,000.00 1
7.000 3,033.78 80
6.750 3,033.78
HOUSTON TX 77057 2 10/01/01 00
0433295813 03 12/01/01 0
7443849 O 11/01/31
0
6193328 994/994 F 410,000.00 ZZ
360 408,771.42 1
7.500 2,866.78 72
7.250 2,866.78
BROWNSVILLE TX 78520 2 06/25/01 00
218350324 05 08/01/01 0
218350324 O 07/01/31
0
6201244 168/168 F 394,500.00 ZZ
360 394,184.52 1
7.125 2,657.82 72
6.875 2,657.82
SAN JOSE CA 95148 2 09/21/01 00
59862963 05 11/01/01 0
59862963 O 10/01/31
0
6212016 168/168 F 450,000.00 ZZ
360 449,640.15 1
7.125 3,031.73 63
6.875 3,031.73
NEW ROCHELLE NY 10804 1 09/26/01 00
59629487 05 11/01/01 0
59629487 O 10/01/31
0
6213172 E22/G01 F 325,000.00 ZZ
360 325,000.00 1
7.125 2,189.59 69
6.875 2,189.59
PETALUMA CA 94954 2 10/02/01 00
0413046608 05 12/01/01 0
0413046608 O 11/01/31
0
6213270 E22/G01 F 399,999.00 ZZ
360 399,999.00 1
1
7.000 2,661.20 29
6.750 2,661.20
PLANO TX 75093 5 10/23/01 00
0413106618 03 12/01/01 0
0413106618 O 11/01/31
0
6213476 E22/G01 F 332,000.00 ZZ
360 332,000.00 1
6.875 2,181.00 65
6.625 2,181.00
LAGUNA HILLS CA 92653 2 10/17/01 00
0413174772 05 12/01/01 0
0413174772 O 11/01/31
0
6213738 168/168 F 425,000.00 ZZ
360 424,398.14 2
7.750 3,044.75 74
7.500 3,044.75
STATEN ISLAND NY 10307 1 07/26/01 00
59334584 05 09/01/01 0
59334584 O 08/01/31
0
6216748 F28/G01 F 420,000.00 ZZ
360 419,672.36 1
7.250 2,865.14 53
7.000 2,865.14
FALMOUTH ME 04105 5 09/27/01 00
0433315520 05 11/01/01 0
7418571 O 10/01/31
0
6225282 F28/G01 F 507,200.00 ZZ
360 506,784.25 1
7.000 3,374.42 80
6.750 3,374.42
BELLAIRE TX 77401 1 09/26/01 00
0433311206 05 11/01/01 0
7473424 O 10/01/31
0
6228262 F28/G01 F 384,000.00 ZZ
360 383,399.07 1
7.250 2,619.56 80
7.000 2,619.56
SAN JOSE CA 95132 1 08/27/01 00
0433317674 05 10/01/01 0
1
7290513 O 09/01/31
0
6228866 F28/G01 F 360,000.00 ZZ
360 359,463.96 1
7.500 2,517.17 74
7.250 2,517.17
BOULDER CO 80303 5 08/30/01 00
0433297892 05 10/01/01 0
7282148 O 09/01/31
0
6229994 F28/G01 F 367,000.00 ZZ
240 365,608.10 1
7.125 2,872.95 54
6.875 2,872.95
FLORISSANT CO 80816 5 08/17/01 00
0433297504 05 10/01/01 0
7318449 O 09/01/21
0
6230348 F28/G01 F 338,500.00 ZZ
360 338,235.93 1
7.250 2,309.17 78
7.000 2,309.17
QUAKERTOWN PA 18951 1 09/05/01 00
0433317013 05 11/01/01 0
7401575 O 10/01/31
0
6230916 F28/G01 F 329,200.00 ZZ
360 328,949.51 1
7.375 2,273.70 72
7.125 2,273.70
CANTON MI 48188 5 10/01/01 00
0433317161 05 11/01/01 0
7404841 O 10/01/31
0
6233908 956/G01 F 335,700.00 ZZ
360 335,700.00 1
6.750 2,177.34 80
6.500 2,177.34
RIVERSIDE CA 92508 1 10/05/01 00
0433318276 05 12/01/01 0
1911010139 O 11/01/31
0
1
6236914 E22/G01 F 370,000.00 ZZ
240 370,000.00 1
6.750 2,813.35 44
6.500 2,813.35
POWAY CA 92064 5 10/24/01 00
0413074378 05 12/01/01 0
0413074378 O 11/01/21
0
6237010 E22/G01 F 582,000.00 ZZ
360 582,000.00 1
7.000 3,872.06 79
6.750 3,872.06
CAREFREE AZ 85377 2 10/22/01 00
0413140278 05 12/01/01 0
0413140278 O 11/01/31
0
6237130 E22/G01 F 439,200.00 ZZ
360 439,200.00 1
6.750 2,848.64 80
6.500 2,848.64
SAN JOSE CA 95135 1 10/18/01 00
0413182940 05 12/01/01 0
0413182940 O 11/01/31
0
6237552 F28/G01 F 360,000.00 ZZ
347 359,751.68 1
7.375 2,512.21 80
7.125 2,512.21
EXETER NH 03833 2 09/10/01 00
0433301777 05 11/01/01 0
7429840 O 09/01/30
0
6241504 F28/G01 F 335,200.00 ZZ
360 335,200.00 1
7.250 2,286.65 80
7.000 2,286.65
NEW CITY NY 10956 1 10/10/01 00
0433315348 05 12/01/01 0
7371206 O 11/01/31
0
6243040 F28/G01 F 447,200.00 ZZ
360 446,500.18 1
7.250 3,050.69 70
7.000 3,050.69
1
NAPLES FL 34109 1 08/17/01 00
0433295938 03 10/01/01 0
2157279 O 09/01/31
0
6250210 F28/G01 F 479,200.00 ZZ
360 478,450.10 1
7.250 3,268.99 80
7.000 3,268.99
BROOKLINE MA 02446 2 08/31/01 00
0433334075 01 10/01/01 0
7377601 O 09/01/31
0
6250450 F28/G01 F 320,000.00 ZZ
360 319,750.37 1
7.250 2,182.96 69
7.000 2,182.96
WOODBURY MN 55125 1 09/27/01 00
0433298841 05 11/01/01 0
7469531 O 10/01/31
0
6251900 F28/G01 F 412,000.00 T
360 411,618.41 1
6.375 2,570.34 75
6.125 2,570.34
SEA ISLE CITY NJ 08243 2 10/09/01 00
0433299799 01 11/01/01 0
7361464 O 10/01/31
0
6253212 F28/G01 F 360,000.00 ZZ
360 359,719.16 1
7.250 2,455.84 68
7.000 2,455.84
MONTGOMERY AL 36117 2 09/26/01 00
0433305547 05 11/01/01 0
7372642 O 10/01/31
0
6254534 F28/G01 F 650,000.00 ZZ
360 648,957.33 1
7.125 4,379.17 60
6.875 4,379.17
CINCINNATI OH 45243 2 08/24/01 00
0433317682 05 10/01/01 0
5933076 O 09/01/31
0
1
6256840 F28/G01 F 580,000.00 ZZ
360 576,694.87 1
7.125 3,907.57 80
6.875 3,907.57
CINCINNATI OH 45244 1 03/13/01 00
0433299047 05 05/01/01 0
5897032 O 04/01/31
0
6266214 F28/G01 F 307,500.00 ZZ
360 307,053.46 1
7.625 2,176.47 87
7.375 2,176.47
HAM LAKE MN 55304 2 08/15/01 04
0433314069 05 10/01/01 25
6610558 O 09/01/31
0
6266394 F28/G01 F 440,325.00 ZZ
360 439,069.78 1
7.750 3,154.55 90
7.500 3,154.55
SANTA FE NM 87501 4 06/07/00 14
0433315959 03 08/01/01 25
7013271 O 07/01/31
0
6266678 F28/G01 F 598,500.00 ZZ
360 596,661.45 1
7.375 4,133.69 67
7.125 4,133.69
MEDFIELD MA 02052 2 06/29/01 00
0433313855 05 08/01/01 0
7041868 O 07/01/31
0
6266742 F28/G01 F 319,600.00 ZZ
360 319,344.42 1
7.125 2,153.20 80
6.875 2,153.20
ELLICOTT CITY MD 21043 2 09/27/01 00
0433305117 05 11/01/01 0
7331590 O 10/01/31
0
6267570 Q51/G01 F 435,000.00 ZZ
360 435,000.00 1
1
7.000 2,894.07 73
6.750 2,894.07
SANTA CLARA CA 95051 2 10/15/01 00
0433323573 05 12/01/01 0
0500258R1092828 O 11/01/31
0
6267576 F28/G01 F 435,000.00 ZZ
360 434,284.78 1
7.000 2,894.07 75
6.750 2,894.07
IRVINE CA 92606 2 08/28/01 00
0433312147 03 10/01/01 0
6681722 O 09/01/31
0
6270524 F28/G01 F 460,000.00 ZZ
360 458,142.95 1
6.375 2,869.80 59
6.125 2,869.80
BELMONT CA 94002 5 08/09/01 00
0433314846 05 10/01/01 0
7263841 O 09/01/31
0
6271226 F28/G01 F 383,000.00 ZZ
360 382,385.59 1
7.125 2,580.34 50
6.875 2,580.34
RAMONA CA 92065 2 08/16/01 00
0433307410 05 10/01/01 0
7265608 O 09/01/31
0
6271572 F28/G01 F 750,000.00 ZZ
360 748,883.30 1
7.500 5,244.11 63
7.250 5,244.11
DEL MAR CA 92014 5 08/10/01 00
0433314770 05 10/01/01 0
7274089 O 09/01/31
0
6271950 F28/G01 F 477,000.00 ZZ
360 474,631.03 1
7.375 3,294.52 72
7.125 3,294.52
ST XXXXXXX IL 60175 2 08/21/01 00
0433307543 03 10/01/01 0
1
7273246 O 09/01/31
0
6272056 F28/G01 F 560,000.00 ZZ
360 559,540.97 1
7.000 3,725.70 74
6.750 3,725.70
WINSTON SALEM NC 27104 1 10/01/01 00
0433334000 05 11/01/01 0
7344849 O 10/01/31
0
6273578 F28/G01 F 300,000.00 T
360 299,564.33 1
7.625 2,123.38 80
7.375 2,123.38
NAGS HEAD NC 27959 2 08/29/01 00
0433307980 03 10/01/01 0
7271895 O 09/01/31
0
6275946 076/076 F 350,000.00 ZZ
360 349,720.12 1
7.125 2,358.01 78
6.875 2,358.01
COLUMBUS OH 43221 1 09/27/01 00
1260557 05 11/01/01 0
1260557 O 10/01/31
0
6275948 076/076 F 350,000.00 ZZ
360 349,705.96 1
6.875 2,299.25 71
6.625 2,299.25
ROSEVILLE CA 95747 5 09/26/01 00
1260558 05 11/01/01 0
1260558 O 10/01/31
0
6275954 076/076 F 392,500.00 ZZ
360 391,838.61 1
6.875 2,578.45 72
6.625 2,578.45
MANHASSET NY 11030 2 08/22/01 00
4519613 05 10/01/01 0
4519613 O 09/01/31
0
1
6275956 076/076 F 380,800.00 ZZ
360 380,204.08 1
7.250 2,597.73 80
7.000 2,597.73
SIOUX CITY IA 51108 1 08/15/01 00
5445835 05 10/01/01 0
5445835 O 09/01/31
0
6275958 076/076 F 382,500.00 ZZ
360 382,230.03 1
7.750 2,740.28 70
7.500 2,740.28
GROSSE ILE MI 48138 5 09/14/01 00
5462364 05 11/01/01 0
5462364 O 10/01/31
0
6275962 076/076 F 328,000.00 ZZ
360 327,351.96 1
8.125 2,435.39 90
7.875 2,435.39
TOWNSHIP OF GEN MI 48114 1 07/27/01 12
5768853 05 09/01/01 25
5768853 O 08/01/31
0
6277850 F28/G01 F 284,500.00 ZZ
360 284,097.12 1
7.750 2,038.19 95
7.500 2,038.19
NATICK MA 01760 1 08/10/01 10
0433309572 05 10/01/01 30
6363402 O 09/01/31
0
6279426 F28/G01 F 487,350.00 ZZ
360 486,428.57 1
7.125 3,283.37 80
6.875 3,283.37
GREENSBORO NC 27407 1 09/26/01 00
0433315637 03 11/01/01 0
7516739 O 10/01/31
0
6281960 F28/G01 F 500,000.00 ZZ
360 498,879.81 2
7.500 3,496.07 57
7.250 3,496.07
1
BOSTON MA 02118 1 07/23/01 00
0433315223 07 09/01/01 0
7242928 O 08/01/31
0
6282452 F28/G01 F 393,000.00 T
360 392,051.53 1
7.125 2,647.71 75
6.875 2,647.71
RANGELEY ME 04970 1 07/27/01 00
0433316312 05 09/01/01 0
7080724 O 08/01/31
0
6283244 696/G01 F 512,750.00 ZZ
360 512,750.00 1
7.000 3,411.34 80
6.750 3,411.34
ROCKVILLE MD 20850 1 10/31/01 00
0433311024 03 12/01/01 0
32700144 O 11/01/31
0
6283412 F28/G01 F 440,000.00 ZZ
360 439,612.50 1
7.125 2,964.37 70
6.875 2,964.37
NEW BERLIN WI 53151 5 09/27/01 00
0433315009 05 11/01/01 0
7385216 O 10/01/31
0
6283596 F28/G01 F 336,000.00 ZZ
360 335,189.09 1
7.125 2,263.69 47
6.875 2,263.69
MORAGA CA 94556 2 07/09/01 00
0433311388 05 09/01/01 0
7053574 O 08/01/31
0
6290888 E22/G01 F 332,000.00 ZZ
360 332,000.00 1
6.875 2,181.00 80
6.625 2,181.00
LIVERMORE CA 94550 1 10/19/01 00
0413160110 05 12/01/01 0
0413160110 O 11/01/31
0
1
6290890 E22/G01 F 435,000.00 ZZ
360 435,000.00 1
7.000 2,894.07 66
6.750 2,894.07
SANTA CLARITA CA 91321 2 10/22/01 00
0413160615 05 12/01/01 0
0413160615 O 11/01/31
0
6291674 F28/G01 F 410,000.00 ZZ
360 409,509.24 1
7.000 2,727.74 71
6.750 2,727.74
LONG GROVE IL 60047 2 09/26/01 00
0433315314 05 11/01/01 0
7133657 O 10/01/31
0
6291806 F28/G01 F 369,000.00 ZZ
360 368,464.16 1
7.625 2,611.76 90
7.375 2,611.76
DELAFIELD WI 53018 1 08/17/01 10
0433313541 05 10/01/01 25
7122633 O 09/01/31
0
6291992 F28/G01 F 348,000.00 ZZ
360 347,707.63 1
6.875 2,286.12 80
6.625 2,286.12
MORRISVILLE NC 27560 1 10/01/01 00
0433303302 03 11/01/01 0
7485446 O 10/01/31
0
6292124 F28/G01 F 450,000.00 ZZ
360 449,016.70 1
7.625 3,185.07 75
7.375 3,185.07
NEWTON MA 02460 1 07/31/01 00
0433313400 01 09/01/01 0
7108832 O 08/01/31
0
6292412 F28/G01 F 336,000.00 ZZ
360 335,247.23 1
1
7.500 2,349.36 80
7.250 2,349.36
DANA POINT CA 92629 2 07/11/01 00
0433315108 05 09/01/01 0
7105929 O 08/01/31
0
6294270 M45/G01 F 548,700.00 ZZ
360 548,239.02 1
6.875 3,604.57 66
6.625 3,604.57
SCOTTS VALLEY CA 95066 5 09/07/01 00
0433315132 03 11/01/01 0
A0280247 O 10/01/31
0
6294996 D03/D03 F 476,000.00 ZZ
360 476,000.00 1
6.500 3,008.64 70
6.250 3,008.64
MENLO PARK CA 94025 5 10/12/01 00
1010001223 05 12/01/01 0
1010001223 O 11/01/31
0
6300014 M45/G01 F 430,000.00 ZZ
360 430,000.00 1
7.000 2,860.81 51
6.750 2,860.81
BERKELEY CA 94705 2 10/05/01 00
0433311131 05 12/01/01 0
A0284186 O 11/01/31
0
6301186 R88/G01 F 607,000.00 ZZ
360 607,000.00 1
6.875 3,987.56 72
6.625 3,987.56
LOS ANGELES CA 90210 2 09/27/01 00
0433321700 05 12/01/01 0
01020337 O 11/01/31
0
6303054 M45/G01 F 401,900.00 ZZ
360 401,900.00 1
6.875 2,640.20 60
6.625 2,640.20
RANCHO PALOS VE CA 90275 2 10/17/01 00
0433314127 05 12/01/01 0
1
A0297553 O 11/01/31
0
6303074 M45/G01 F 590,000.00 ZZ
360 590,000.00 1
6.750 3,826.73 66
6.500 3,826.73
HALF NOON BAY CA 94019 5 10/08/01 00
0433312428 05 12/01/01 0
A0295618 O 11/01/31
0
6305956 M45/G01 F 400,000.00 ZZ
360 400,000.00 1
6.625 2,561.25 69
6.375 2,561.25
NOVATO CA 94947 5 10/10/01 00
0433310570 05 12/01/01 0
A0298533 O 11/01/31
0
6309008 M45/G01 F 446,000.00 ZZ
360 445,634.42 1
7.000 2,967.25 65
6.750 2,967.25
VIENNA VA 22182 2 09/24/01 00
0433310331 03 11/01/01 0
A0297599 O 10/01/31
0
6309300 M45/G01 F 293,000.00 ZZ
360 292,759.83 1
7.000 1,949.34 76
6.750 1,949.34
BRIDGEWATER NJ 08836 2 09/24/01 00
0433314747 05 11/01/01 0
A0292212 O 10/01/31
0
6312866 M45/G01 F 325,000.00 ZZ
360 325,000.00 1
6.750 2,107.95 65
6.500 2,107.95
PLEASANT HILL CA 94523 5 10/08/01 00
0433313103 05 12/01/01 0
A0298788 O 11/01/31
0
1
6313630 M45/G01 F 525,000.00 ZZ
360 525,000.00 1
6.625 3,361.64 56
6.375 3,361.64
SANTA BARBARA CA 93108 5 10/04/01 00
0433313566 05 12/01/01 0
A0298279 O 11/01/31
0
6315564 M45/G01 F 357,430.00 ZZ
360 357,430.00 1
7.125 2,408.08 77
6.875 2,408.08
ASHBURN VA 20147 2 10/18/01 00
0433316106 03 12/01/01 0
A0298317 O 11/01/31
0
6315802 956/G01 F 487,000.00 ZZ
360 487,000.00 1
7.000 3,240.02 80
6.750 3,240.02
SHELTON CT 06484 2 10/19/01 00
0433324621 05 12/01/01 0
34110808171 O 11/01/31
0
6319694 E22/G01 F 298,000.00 ZZ
360 298,000.00 1
6.875 1,957.65 78
6.625 1,957.65
SUPERIOR CO 80027 2 10/29/01 00
0413158122 03 12/01/01 0
0413158122 O 11/01/31
0
6320286 F99/G01 F 334,800.00 ZZ
360 334,538.82 1
7.250 2,283.93 80
7.000 2,283.93
BROOKFIELD CT 06804 1 09/28/01 00
0433334356 05 11/01/01 0
4702156975 O 10/01/31
0
6320714 F99/G01 F 600,000.00 ZZ
360 599,587.08 1
7.875 4,350.42 73
7.625 4,350.42
1
SOUTHBURY CT 06488 5 09/21/01 00
0433334372 05 11/01/01 0
4702159701 O 10/01/31
0
6336500 696/G01 F 360,000.00 ZZ
360 360,000.00 1
6.875 2,364.94 77
6.625 2,364.94
BROAD RUN VA 20137 2 11/01/01 00
0433329620 05 12/01/01 0
23301310 O 11/01/31
0
6336646 696/G01 F 374,400.00 ZZ
360 374,400.00 1
6.750 2,428.35 80
6.500 2,428.35
NEW MARKET MD 21774 2 10/29/01 00
0433329703 03 12/01/01 0
30301180 O 11/01/31
0
6344302 696/G01 F 400,000.00 ZZ
360 400,000.00 1
6.875 2,627.72 73
6.625 2,627.72
LEESBURG VA 20175 2 10/31/01 00
0433335841 05 12/01/01 0
23601144 O 11/01/31
0
6378634 696/G01 F 464,000.00 ZZ
360 464,000.00 1
7.000 3,087.00 80
6.750 3,087.00
ALEXANDRIA VA 22302 2 11/01/01 00
0433334539 03 12/01/01 0
25101296 O 11/01/31
0
1
TOTAL NUMBER OF LOANS : 640
TOTAL ORIGINAL BALANCE : 259,100,686.41
TOTAL PRINCIPAL BALANCE : 258,762,293.71
TOTAL ORIGINAL P+I : 1,739,471.71
TOTAL CURRENT P+I : 1,739,471.71
***************************
* END OF REPORT *
***************************
EXHIBIT TWO
SCHEDULE OF DISCOUNT FRACTIONS
(Available Upon Request)
Loan Number Current Balance Net Mortgage Rate Discount Fraction PO Balance
6251900 "$411,618.41 " 0.06095 0.062307692 "$25,646.99 "
6177404 "$486,776.73 " 0.06095 0.062307692 "$30,329.93 "
6270524 "$458,142.95 " 0.06095 0.062307692 "$28,545.83 "
5726947 "$418,000.00 " 0.06095 0.062307692 "$26,044.62 "
5821788 "$466,178.19 " 0.0622 0.043076923 "$20,081.52 "
6091356 "$263,700.00 " 0.0622 0.043076923 "$11,359.38 "
5836026 "$539,511.83 " 0.0622 0.043076923 "$23,240.51 "
5582354 "$509,075.40 " 0.0622 0.043076923 "$21,929.40 "
6294996 "$476,000.00 " 0.0622 0.043076923 "$20,504.62 "
5961288 "$680,000.00 " 0.0622 0.043076923 "$29,292.31 "
5762236 "$330,000.00 " 0.06345 0.023846154 "$7,869.23 "
6177734 "$309,600.00 " 0.06345 0.023846154 "$7,382.77 "
6177700 "$303,631.87 " 0.06345 0.023846154 "$7,240.45 "
5849000 "$350,000.00 " 0.06345 0.023846154 "$8,346.15 "
5930036 "$346,000.00 " 0.06345 0.023846154 "$8,250.77 "
6010850 "$347,500.00 " 0.06345 0.023846154 "$8,286.54 "
5910672 "$422,400.00 " 0.06345 0.023846154 "$10,072.62 "
6027122 "$500,000.00 " 0.06345 0.023846154 "$11,923.08 "
6083768 "$284,500.00 " 0.06345 0.023846154 "$6,784.23 "
6083852 "$615,594.00 " 0.06345 0.023846154 "$14,679.55 "
6136604 "$320,000.00 " 0.06345 0.023846154 "$7,630.77 "
5468263 "$310,000.00 " 0.06345 0.023846154 "$7,392.31 "
6177418 "$355,685.89 " 0.06345 0.023846154 "$8,481.74 "
5961862 "$309,000.00 " 0.06345 0.023846154 "$7,368.46 "
5662651 "$560,000.00 " 0.06345 0.023846154 "$13,353.85 "
6313630 "$525,000.00 " 0.06345 0.023846154 "$12,519.23 "
5538310 "$386,619.30 " 0.06345 0.023846154 "$9,219.38 "
5582320 "$359,363.01 " 0.06345 0.023846154 "$8,569.43 "
5625704 "$449,203.33 " 0.06345 0.023846154 "$10,711.77 "
5723766 "$400,000.00 " 0.06345 0.023846154 "$9,538.46 "
5716512 "$310,000.00 " 0.06345 0.023846154 "$7,392.31 "
5631955 "$362,000.00 " 0.06345 0.023846154 "$8,632.31 "
6305956 "$400,000.00 " 0.06345 0.023846154 "$9,538.46 "
6177654 "$359,682.38 " 0.06345 0.023846154 "$8,577.04 "
6177304 "$423,302.88 " 0.0647 0.004615385 "$1,953.71 "
5499782 "$386,367.06 " 0.0647 0.004615385 "$1,783.23 "
6097202 "$366,684.02 " 0.0647 0.004615385 "$1,692.39 "
6099308 "$408,000.00 " 0.0647 0.004615385 "$1,883.08 "
6099310 "$507,000.00 " 0.0647 0.004615385 "$2,340.00 "
6111058 "$300,000.00 " 0.0647 0.004615385 "$1,384.62 "
6126396 "$610,400.00 " 0.0647 0.004615385 "$2,817.23 "
6084552 "$338,907.95 " 0.0647 0.004615385 "$1,564.19 "
6059728 "$320,000.00 " 0.0647 0.004615385 "$1,476.92 "
6177292 "$499,177.93 " 0.0647 0.004615385 "$2,303.90 "
6010928 "$980,000.00 " 0.0647 0.004615385 "$4,523.08 "
6177318 "$349,713.11 " 0.0647 0.004615385 "$1,614.06 "
6177336 "$350,305.46 " 0.0647 0.004615385 "$1,616.79 "
6177342 "$399,672.12 " 0.0647 0.004615385 "$1,844.64 "
6177344 "$599,508.18 " 0.0647 0.004615385 "$2,766.96 "
6177350 "$318,674.73 " 0.0647 0.004615385 "$1,470.81 "
6177358 "$599,508.18 " 0.0647 0.004615385 "$2,766.96 "
6177362 "$749,385.23 " 0.0647 0.004615385 "$3,458.70 "
6177378 "$649,453.92 " 0.0647 0.004615385 "$2,997.48 "
6177382 "$649,467.20 " 0.0647 0.004615385 "$2,997.54 "
5473232 "$489,858.04 " 0.0647 0.004615385 "$2,260.88 "
6140758 "$510,560.04 " 0.0647 0.004615385 "$2,356.43 "
6177432 "$610,486.68 " 0.0647 0.004615385 "$2,817.63 "
5717793 "$299,200.00 " 0.0647 0.004615385 "$1,380.92 "
5734704 "$404,000.00 " 0.0647 0.004615385 "$1,864.62 "
5745838 "$399,555.69 " 0.0647 0.004615385 "$1,844.10 "
5693131 "$344,800.00 " 0.0647 0.004615385 "$1,591.38 "
5782940 "$360,000.00 " 0.0647 0.004615385 "$1,661.54 "
5801374 "$297,000.00 " 0.0647 0.004615385 "$1,370.77 "
5660156 "$299,481.97 " 0.0647 0.004615385 "$1,382.22 "
5614866 "$376,675.42 " 0.0647 0.004615385 "$1,738.50 "
5582337 "$561,428.84 " 0.0647 0.004615385 "$2,591.21 "
5850808 "$387,304.01 " 0.0647 0.004615385 "$1,787.56 "
5857016 "$365,017.83 " 0.0647 0.004615385 "$1,684.70 "
5574460 "$501,567.79 " 0.0647 0.004615385 "$2,314.93 "
5902228 "$331,100.00 " 0.0647 0.004615385 "$1,528.15 "
6034060 "$425,000.00 " 0.0647 0.004615385 "$1,961.54 "
5302306 "$447,614.28 " 0.0647 0.004615385 "$2,065.91 "
6177384 "$574,504.94 " 0.0647 0.004615385 "$2,651.56 "
5947064 "$350,000.00 " 0.0647 0.004615385 "$1,615.38 "
5949410 "$324,250.00 " 0.0647 0.004615385 "$1,496.54 "
5954140 "$309,864.00 " 0.0647 0.004615385 "$1,430.14 "
5232301 "$459,022.88 " 0.0647 0.004615385 "$2,118.57 "
5172222 "$418,909.03 " 0.0647 0.004615385 "$1,933.43 "
5985940 "$850,000.00 " 0.0647 0.004615385 "$3,923.08 "
5986110 "$455,000.00 " 0.0647 0.004615385 "$2,100.00 "
5999956 "$457,350.00 " 0.0647 0.004615385 "$2,110.85 "
6011016 "$469,000.00 " 0.0647 0.004615385 "$2,164.62 "
5877894 "$335,200.00 " 0.0647 0.004615385 "$1,547.08 "
6177678 "$405,658.91 " 0.0647 0.004615385 "$1,872.27 "
6177758 "$325,726.12 " 0.0647 0.004615385 "$1,503.35 "
6177748 "$448,000.00 " 0.0647 0.004615385 "$2,067.69 "
6177736 "$367,658.38 " 0.0647 0.004615385 "$1,696.88 "
6177728 "$388,173.61 " 0.0647 0.004615385 "$1,791.57 "
6177722 "$614,495.89 " 0.0647 0.004615385 "$2,836.13 "
6177718 "$364,000.00 " 0.0647 0.004615385 "$1,680.00 "
6177648 "$416,000.00 " 0.0647 0.004615385 "$1,920.00 "
6177690 "$567,510.96 " 0.0647 0.004615385 "$2,619.28 "
6177780 "$287,758.04 " 0.0647 0.004615385 "$1,328.11 "
6177676 "$461,611.87 " 0.0647 0.004615385 "$2,130.52 "
6177672 "$443,626.98 " 0.0647 0.004615385 "$2,047.51 "
6177666 "$449,631.13 " 0.0647 0.004615385 "$2,075.22 "
6177664 "$326,632.04 " 0.0647 0.004615385 "$1,507.53 "
6177660 "$357,500.00 " 0.0647 0.004615385 "$1,650.00 "
6177426 "$559,540.97 " 0.0647 0.004615385 "$2,582.50 "
6177698 "$324,733.59 " 0.0647 0.004615385 "$1,498.77 "
6177806 "$414,143.12 " 0.0647 0.004615385 "$1,911.43 "
5632487 "$315,727.93 " 0.0647 0.004615385 "$1,457.21 "
6336646 "$374,400.00 " 0.0647 0.004615385 "$1,728.00 "
6312866 "$325,000.00 " 0.0647 0.004615385 "$1,500.00 "
6303074 "$590,000.00 " 0.0647 0.004615385 "$2,723.08 "
6237130 "$439,200.00 " 0.0647 0.004615385 "$2,027.08 "
6236914 "$370,000.00 " 0.0647 0.004615385 "$1,707.69 "
6177766 "$384,676.55 " 0.0647 0.004615385 "$1,775.43 "
6178414 "$426,032.87 " 0.0647 0.004615385 "$1,966.31 "
6177778 "$369,689.15 " 0.0647 0.004615385 "$1,706.26 "
6177800 "$340,000.00 " 0.0647 0.004615385 "$1,569.23 "
6177798 "$464,609.34 " 0.0647 0.004615385 "$2,144.35 "
6177794 "$474,610.64 " 0.0647 0.004615385 "$2,190.51 "
6177788 "$318,244.56 " 0.0647 0.004615385 "$1,468.82 "
6177786 "$453,618.58 " 0.0647 0.004615385 "$2,093.62 "
6177784 "$487,590.02 " 0.0647 0.004615385 "$2,250.42 "
6177644 "$362,687.46 " 0.0647 0.004615385 "$1,673.94 "
6233908 "$335,700.00 " 0.0647 0.004615385 "$1,549.38 "
6177448 "$308,000.00 " 0.0647 0.004615385 "$1,421.54 "
6177492 "$553,277.09 " 0.0647 0.004615385 "$2,553.59 "
6177482 "$440,929.09 " 0.0647 0.004615385 "$2,035.06 "
6177470 "$307,747.53 " 0.0647 0.004615385 "$1,420.37 "
6177468 "$421,154.50 " 0.0647 0.004615385 "$1,943.79 "
6177466 "$294,758.18 " 0.0647 0.004615385 "$1,360.42 "
6177464 "$361,303.59 " 0.0647 0.004615385 "$1,667.56 "
6177650 "$599,508.18 " 0.0647 0.004615385 "$2,766.96 "
6177452 "$415,659.01 " 0.0647 0.004615385 "$1,918.43 "
6177530 "$372,886.47 " 0.0647 0.004615385 "$1,721.01 "
6177440 "$649,453.92 " 0.0647 0.004615385 "$2,997.48 "
6177434 "$459,622.93 " 0.0647 0.004615385 "$2,121.34 "
5660025 "$423,267.83 " 0.0647 0.004615385 "$1,953.54 "
6177428 "$309,733.09 " 0.0647 0.004615385 "$1,429.54 "
6177424 "$430,147.12 " 0.0647 0.004615385 "$1,985.29 "
6177408 "$341,319.99 " 0.0647 0.004615385 "$1,575.32 "
6177458 "$389,680.32 " 0.0647 0.004615385 "$1,798.52 "
6177564 "$384,676.55 " 0.0647 0.004615385 "$1,775.43 "
6177642 "$470,613.92 " 0.0647 0.004615385 "$2,172.06 "
6177638 "$391,000.00 " 0.0647 0.004615385 "$1,804.62 "
6177614 "$307,747.53 " 0.0647 0.004615385 "$1,420.37 "
6177604 "$489,598.34 " 0.0647 0.004615385 "$2,259.68 "
6177594 "$599,508.18 " 0.0647 0.004615385 "$2,766.96 "
6177588 "$358,905.56 " 0.0647 0.004615385 "$1,656.49 "
6177500 "$476,609.00 " 0.0647 0.004615385 "$2,199.73 "
6177568 "$508,734.37 " 0.0647 0.004615385 "$2,348.00 "
6177510 "$574,528.68 " 0.0647 0.004615385 "$2,651.67 "
6177562 "$349,705.96 " 0.0647 0.004615385 "$1,614.03 "
6177556 "$419,946.21 " 0.0647 0.004615385 "$1,938.21 "
6177544 "$344,710.15 " 0.0647 0.004615385 "$1,590.97 "
6177542 "$309,745.89 " 0.0647 0.004615385 "$1,429.60 "
6177538 "$421,754.00 " 0.0647 0.004615385 "$1,946.56 "
6177534 "$449,631.13 " 0.0647 0.004615385 "$2,075.22 "
6177394 "$349,705.96 " 0.0647 0.004615385 "$1,614.03 "
6177574 "$569,532.77 " 0.0647 0.004615385 "$2,628.61 "
153 "$65,353,354.45 " 1.06207043% "$694,098.65 "
EXHIBIT THREE
INFORMATION TO BE INCLUDED IN
MONTHLY DISTRIBUTION DATE STATEMENT
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the Insured Payment for such Distribution Date, and the
respective portions thereof allocable to principal and interest for the
Insured Certificates;
(vii) the amount of any Certificate Insurance Payment made on
such Distribution Date, the amount of any reimbursement payment made to
the Certificate Insurer on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after
giving effect to any such Certificate Insurance Payment or any such
reimbursement payment to the Certificate Insurer;
(viii) the aggregate Certificate Principal Balance of each Class
of Certificates and the Senior Percentage, after giving effect to the
amounts distributed on such Distribution Date, separately identifying
any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it by
Sub-Servicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage
Loans that are in foreclosure;
(xi) the number, aggregate principal balance and book value of
any REO Properties;
-1-
(xii) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xiii) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution Date
and a description of any change in the calculation of such amounts;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date and the Pass- Through Rate with respect to the Class A-V
Certificates and each Subclass, if any, thereof;
(xv) the Notional Amount with respect to each class of Interest
Only Certificates and each Subclass Notional Amount;
(xvi) the occurrence of the Credit Support Depletion Date;
(xvii) the related Senior Accelerated Distribution Percentage
applicable to such distribution;
(xviii)the related Senior Percentage for such Distribution Date;
(xix) the aggregate amount of Realized Losses for such
Distribution Date;
(xx) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty assigned to the Trustee pursuant to Section 2.04;
(xxi) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
(xxii) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date;
(xxiii)the Accrual Distribution Amount for such Distribution Date;
(xxiv) the amount of Reserve Fund Withdrawals for such
Distribution Date; and
(xxv) the amount of Rounding Account withdrawals for such
Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination.
The Trustee's internet website will initially be located at
xxxx://xxx.xxx.xxxxxxx.xxx. To receive this statement via first class mail,
telephone the Trustee at (000) 000-0000.
-2-
EXHIBIT FOUR
STANDARD TERMS OF POOLING AND SERVICING
AGREEMENT DATED AS OF JULY 1, 2001
EXECUTION COPY
--------------------------------------------------------------------------------
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2001
Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01 Definitions............................................................1
Section 1.02 Use of Words and Phrases..............................................29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans..........................................30
Section 2.02 Acceptance by Trustee.................................................36
Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the
Company...............................................................37
Section 2.04 Representations and Warranties of Sellers.............................39
Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates
Evidencing Interests in REMIC I.......................................41
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II Regular Interests;
Acceptance by the Trustee.............................................41
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.............41
Section 2.08 Purposes and Powers of the Trust......................................41
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer....................................41
Section 3.02 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.................43
Section 3.03 Successor Subservicers................................................44
Section 3.04 Liability of the Master Servicer......................................44
Section 3.05 No Contractual Relationship Between Subservicer and Trustee or
Certificateholders....................................................45
Section 3.06 Assumption or Termination of Subservicing Agreements by Trustee.......45
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account...............................................................45
Section 3.08 Subservicing Accounts; Servicing Accounts.............................48
Section 3.09 Access to Certain Documentation and Information Regarding the Mortgage
Loans.................................................................49
Section 3.10 Permitted Withdrawals from the Custodial Account......................50
Section 3.11 Maintenance of the Primary Insurance Policies; Collections Thereunder
.....................................................................51
i
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity Coverage.....52
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.......................................54
Section 3.14 Realization Upon Defaulted Mortgage Loans.............................56
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.......................59
Section 3.16 Servicing and Other Compensation; Compensating Interest...............60
Section 3.17 Reports to the Trustee and the Company................................61
Section 3.18 Annual Statement as to Compliance.....................................61
Section 3.19 Annual Independent Public Accountants' Servicing Report...............62
Section 3.20 Rights of the Company in Respect of the Master Servicer...............62
Section 3.21 Administration of Buydown Funds.......................................63
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account...................................................63
Section 4.02 Distributions.........................................................64
Section 4.03 Statements to Certificateholders......................................64
Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer.......................................................65
Section 4.05 Allocation of Realized Losses.........................................66
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.........66
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.........................67
Section 4.08 Surety Bond...........................................................67
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates......................................................68
Section 5.02 Registration of Transfer and Exchange of Certificates.................70
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................75
Section 5.04 Persons Deemed Owners.................................................76
Section 5.05 Appointment of Paying Agent...........................................76
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master Servicer.........77
Section 6.02 Merger or Consolidation of the Company or the Master Servicer; Assignment
of Rights and Delegation of Duties by Master Servicer.................77
Section 6.03 Limitation on Liability of the Company, the Master Servicer and Others
.....................................................................78
Section 6.04 Company and Master Servicer Not to Resign.............................79
ARTICLE VII
ii
DEFAULT
Section 7.01 Events of Default.....................................................79
Section 7.02 Trustee or Company to Act; Appointment of Successor...................81
Section 7.03 Notification to Certificateholders....................................82
Section 7.04 Waiver of Events of Default...........................................82
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.....................................................83
Section 8.02 Certain Matters Affecting the Trustee.................................84
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................86
Section 8.04 Trustee May Own Certificates..........................................86
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses; Indemnification...86
Section 8.06 Eligibility Requirements for Trustee..................................87
Section 8.07 Resignation and Removal of the Trustee................................88
Section 8.08 Successor Trustee.....................................................89
Section 8.09 Merger or Consolidation of Trustee....................................89
Section 8.10 Appointment of Co-Trustee or Separate Trustee.........................89
Section 8.11 Appointment of Custodians.............................................90
Section 8.12 Appointment of Office or Agency.......................................91
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans
91
Section 9.02 Additional Termination Requirements...................................94
Section 9.03 Termination of Multiple REMICs........................................95
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration..................................................95
Section 10.02 Master Servicer, REMIC Administrator and Trustee Indemnification......99
Section 10.03 Designation of REMIC(s)...............................................99
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.............................................................99
Section 11.02 Recordation of Agreement; Counterparts...............................102
Section 11.03 Limitation on Rights of Certificateholders...........................102
Section 11.04 Governing Law........................................................103
Section 11.05 Notices..............................................................103
iii
Section 11.06 Required Notices to Rating Agency and Subservicer....................103
Section 11.07 Severability of Provisions...........................................104
Section 11.08 Supplemental Provisions for Resecuritization.........................104
Section 11.09 Allocation of Voting Rights..........................................105
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Seller/Servicer Contract
Exhibit F: Forms of Request for Release
Exhibit G-1: Form of Transfer Affidavit and Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor Representation Letter
Exhibit I: Form of Transferor Representation Letter
Exhibit J: Form of Rule 144A Investment Representation Letter
Exhibit K: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit L: Form of Limited Guaranty
Exhibit M: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N: Request for Exchange Form
iv
This is the Standard Terms of Pooling and Servicing Agreement, dated as
of July 1, 2001 (the "Standard Terms", and as incorporated by reference into a
Series Supplement dated as of the Cut-off Date, the "Pooling and Servicing
Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and assigns, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with
its permitted successors and assigns, the "Master Servicer"), and the trustee
named in the applicable Series Supplement (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell certain mortgage pass-through certificates
(collectively, the "Certificates"), to be issued under the Agreement in multiple
classes, which in the aggregate will evidence the entire beneficial ownership
interest in the Mortgage Loans.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date: As defined in the Series Supplement.
Accrual Certificates: As defined in the Series Supplement.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class or Subclass of Certificates (other than any Principal Only
Certificates), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Certificate Principal Balance or Notional
Amount thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year, consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i) Prepayment Interest Shortfalls on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (to the extent not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) of Realized Losses on all Mortgage Loans or, if the
Mortgage Pool is comprised of two or more Loan Groups, on the
Mortgage Loans in the related Loan Group (including Excess
Special Hazard
1
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances that were (A) previously made
with respect to a Mortgage Loan or REO Property on all Mortgage
Loans or, if the Mortgage Pool is comprised of two or more Loan
Groups, on the Mortgage Loans in the related Loan Group, which
remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property or (B) made
with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, and
(iv) any other interest shortfalls not covered by the subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as amended, or similar legislation or regulations as in effect
from time to time,
with all such reductions allocated (A) among all of the Certificates in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date absent such reductions or (B) if the Mortgage Pool is
comprised of two or more Loan Groups, the related Senior Percentage of such
reductions among the related Senior Certificates in proportion to the amounts of
Accrued Certificate Interest payable from the related Loan Group on such
Distribution Date absent such reductions, with the remainder of such reductions
allocated among the holders of the Class M Certificates and Class B Certificates
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date absent such reductions. In addition to that
portion of the reductions described in the preceding sentence that are allocated
to any Class of Class B Certificates or any Class of Class M Certificates,
Accrued Certificate Interest on such Class of Class B Certificates or such Class
of Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: Any of the following held, in addition to the
related Mortgaged Property, as security for a Mortgage Loan: (i) all money,
securities, security entitlements, accounts, general intangibles, payment
rights, instruments, documents, deposit accounts, certificates of deposit,
commodities contracts and other investment property and other property of
whatever kind or description now existing or hereafter acquired which is pledged
as security for the repayment of such Mortgage Loan, (ii) third-party
guarantees, and (A) all money, securities, security entitlements, accounts,
general intangibles, payment rights, instruments, documents, deposit accounts,
certificates of deposit, commodities contracts and other investment property and
other property of whatever kind or description now existing or hereafter
acquired which is pledged as collateral for such guarantee or (B) any mortgaged
property securing the performance of such guarantee, or (iii) such other
collateral as may be set forth in the Series Supplement.
2
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Ambac: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation).
Amount Held for Future Distribution: As to any Distribution Date and,
with respect to any Mortgage Pool that is comprised of two or more Loan Groups,
each Loan Group, the total of the amounts held in the Custodial Account at the
close of business on the preceding Determination Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, Curtailments, Mortgage Loan purchases
made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.03 or 2.04 received or made in the
month of such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer has deemed to
have been received in the preceding month in accordance with Section 3.07(b)),
and Principal Prepayments in Full made after the related Prepayment Period, and
(ii) payments which represent early receipt of scheduled payments of principal
and interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assigned Contracts: With respect to any Pledged Asset Loan: the Credit
Support Pledge Agreement; the Funding and Pledge Agreement, among GMAC Mortgage
Corporation, National Financial Services Corporation and the Mortgagor or other
person pledging the related Pledged Assets; the Additional Collateral Agreement,
between GMAC Mortgage Corporation and the Mortgagor or other person pledging the
related Pledged Assets; or such other contracts as may be set forth in the
Series Supplement.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property
3
is located to reflect of record the sale of the Mortgage Loan to the Trustee for
the benefit of Certificateholders, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the
Closing Date, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan
Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit in the Custodial Account as of the close of business on the
immediately preceding Determination Date and amounts deposited in the Custodial
Account in connection with the substitution of Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to the second
paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate
Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not
permitted to withdraw from the Custodial Account or the Certificate Account
pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to
the Surety Bond in respect of such Distribution Date and (vii) the proceeds of
any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount
shall be determined separately for each Loan Group. Additionally, with respect
to any Mortgage Pool that is comprised of two or more Loan Groups, if on any
Distribution Date Compensating Interest provided pursuant to Section 3.16(e) is
less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in
connection with Principal Prepayments in Full received during the related
Prepayment Period and Curtailments made in the prior calendar month, such
Compensating Interest shall be allocated on such Distribution Date to the
Available Distribution Amount for each Loan Group on a pro rata basis in
accordance with the respective amounts of such Prepayment Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan is not in default with
regard to payments due thereunder or (B) delinquent payments of principal and
interest under the related Mortgage Loan and any premiums on any
4
applicable primary hazard insurance policy and any related escrow payments in
respect of such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving effect to any
Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, and designated as such in the Preliminary Statement
to the Series Supplement.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, and, in respect of any Insured
Certificates, the Certificate Insurer to the extent of Cumulative Insurance
Payments, except that neither a Disqualified Organization nor a Non-United
States Person shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than a Class R Certificate, registered in the
name of the Company, the Master Servicer or any Subservicer or any Affiliate
thereof shall be deemed not to be outstanding and the Percentage Interest or
Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary
to effect any such consent or direction has been obtained. All references herein
to "Holders" or "Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Insurer: As defined in the Series Supplement.
5
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Certificate (other than
any Interest Only Certificate), on any date of determination, an amount equal
to:
(i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, plus
(ii) in the case of each Accrual Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the Certificate
Principal Balance thereof prior to such date of determination,
minus
(iii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05;
provided, that the Certificate Principal Balance of the Class of Subordinate
Certificates with the Lowest Priority at any given time shall be calculated to
equal the Percentage Interest evidenced by such Certificate times the excess, if
any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate Principal Balance of all other Classes
of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation. The initial Class A-V Certificates and any Subclass thereof issued
pursuant to Section 5.01(c) shall be a single Class for purposes of this
Agreement.
Class A-P Certificate: Any one of the Certificates designated as a Class
A-P Certificate.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02.
Class A-V Certificate: Any one of the Certificates designated as a Class
A-V Certificate, including any Subclass thereof.
6
Class B Certificate: Any one of the Certificates designated as a Class
B-1 Certificate, Class B-2 Certificate or Class B-3 Certificate.
Class M Certificate: Any one of the Certificates designated as a Class
M-1 Certificate, Class M-2 Certificate or Class M-3 Certificate.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986.
Combined Collateral LLC: Combined Collateral LLC, a Delaware limited
liability company.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period and Curtailments during the prior
calendar month and included in the Available Distribution Amount for such
Distribution Date, but not more than the lesser of (a) one-twelfth of 0.125% of
the Stated Principal Balance of the Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the Servicing Fee and all income and gain
on amounts held in the Custodial Account and the Certificate Account and payable
to the Certificateholders with respect to such Distribution Date; provided that
for purposes of this definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02 except as may be required pursuant to the last
sentence of such Section.
Cooperative: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
7
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Subordinate Certificates have been reduced
to zero.
Credit Support Pledge Agreement: The Credit Support Pledge Agreement,
dated as of November 24, 1998, among the Master Servicer, GMAC Mortgage
Corporation, Combined Collateral LLC and The First National Bank of Chicago (now
known as Bank One, National Association), as custodian.
Cumulative Insurance Payments: As defined in the Series Supplement.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian pursuant to which the
Custodian will hold certain documents relating to the Mortgage Loans on behalf
of the Trustee.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
8
Definitive Certificate: Any Certificate other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: As defined in the Series Supplement.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is the Discount Net
Mortgage Rate minus the Net Mortgage Rate (or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan and the denominator of which is the
Discount Net Mortgage Rate. The Discount Fraction with respect to each Discount
Mortgage Loan is set forth as an exhibit attached to the Series Supplement.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than the Discount Net Mortgage Rate per
annum and any Mortgage Loan deemed to be a Discount Mortgage Loan pursuant to
the definition of Qualified Substitute Mortgage Loan.
Discount Net Mortgage Rate: As defined in the Series Supplement.
9
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the one-month period set
forth in the Series Supplement.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, a trust account or
accounts maintained in the corporate trust department of Bank One, National
Association, or (iv) in the case of the Certificate Account, a trust account or
accounts maintained in the corporate trust division of the Trustee, or (v) an
account or accounts of a depository institution acceptable to each Rating Agency
(as evidenced in writing by each Rating Agency that use of any such account as
the Custodial Account or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the lower of
the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
10
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such class or classes of Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E). With respect to any Mortgage Pool that is comprised of two or
more Loan Groups, the Excess Subordinate Principal Amount will be allocated
between each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan Group and allocated to the
Certificates on such Distribution Date.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be maintained
pursuant to Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination,
all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote or be in whole or in part caused by, contributed
to or aggravated by a peril covered by the definition of the term "Special
Hazard Loss";
(c) hostile or warlike action in time of peace or war, including action
in hindering, combating or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
11
(d) any weapon of war employing atomic fission or radioactive force whether
in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Xxxxxx Xxx: Federal National Mortgage Association, a federally chartered
and privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
Fitch: Fitch, Inc. or its successor in interest.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a), in the following order: Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
12
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the Series Supplement.
Initial Monthly Payment Fund: An amount representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due Date in the first
Due Period commencing subsequent to the Cut-off Date for those Mortgage Loans
for which the Trustee will not be entitled to receive such payment, and as more
specifically defined in the Series Supplement.
Initial Notional Amount: With respect to any Class or Subclass of
Interest Only Certificates, the amount initially used as the principal basis for
the calculation of any interest payment amount, as more specifically defined in
the Series Supplement.
Initial Subordinate Class Percentage: As defined in the Series Supplement.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan (excluding any Certificate Policy (as defined in the
Series Supplement)), to the extent such proceeds are payable to the mortgagee
under the Mortgage, any Subservicer, the Master Servicer or the Trustee and are
not applied to the restoration of the related Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: As defined in the Series Supplement.
Interest Only Certificates: A Class or Subclass of Certificates not
entitled to payments of principal, and designated as such in the Series
Supplement. The Interest Only Certificates will have no Certificate Principal
Balance.
Interim Certification: As defined in Section 2.02.
Junior Certificateholder: The Holder of not less than 95% of the Percentage
Interests of the Junior Class of Certificates.
Junior Class of Certificates: The Class of Subordinate Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest Priority.
13
Late Collections: With respect to any Mortgage Loan, all amounts
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan Group: Any group of Mortgage Loans designated as a separate loan
group in the Series Supplement. The Certificates relating to each Loan Group
will be designated in the Series Supplement.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lower Priority: As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for payments pursuant to Section 4.02(a).
Lowest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments
pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1 Certificates.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance) and each
Uncertificated REMIC Regular Interest would be reduced to zero, as designated in
the Series Supplement.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R)System.
MLCC: Xxxxxxx Xxxxx Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
14
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule: As defined in the Series Supplement.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The pool of mortgage loans, including all Loan Groups, if
any, consisting of the Mortgage Loans.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
15
Mortgaged Property: The underlying real property securing a Mortgage
Loan or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and any Certificate Insurer.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: With respect to any Class or Subclass of Interest Only
Certificates, an amount used as the principal basis for the calculation of any
interest payment amount, as more specifically defined in the Series Supplement.
Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Disqualified Organization" or (ii) relating to the qualification
of any REMIC formed under the Series Supplement or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO
16
Disposition and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: As defined in the Series Supplement.
Paying Agent: The Trustee or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With respect to any Certificate (other than a Class
R Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount (in the case of any Interest Only Certificate) thereof divided by the
aggregate Initial Certificate Principal Balance or the aggregate of the Initial
Notional Amounts, as applicable, of all the Certificates of the same Class. With
respect to a Class R Certificate, the interest in distributions to be made with
respect to such Class evidenced thereby, expressed as a percentage, as stated on
the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or
trust company; provided that the debt obligations of such depository
institution or trust company (or, if the only Rating Agency is Standard
& Poor's, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the
depository institution holding company) at the date of acquisition
thereof have been rated by each Rating Agency in its highest short-term
rating available; and provided further that, if the only Rating Agency
is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations
of such subsidiary are not separately rated, the applicable rating shall
be that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations
17
of a domestic branch of a foreign depository institution or trust
company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard & Poor's is
the Rating Agency;
(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce
the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of 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.
Pledged Amount: With respect to any Pledged Asset Loan, the amount of money
remitted to Combined Collateral LLC, at the direction of or for the benefit of
the related Mortgagor.
Pledged Asset Loan: Any Mortgage Loan supported by Pledged Assets or
such other collateral, other than the related Mortgaged Property, set forth in
the Series Supplement.
Pledged Assets: With respect to any Mortgage Loan, all money,
securities, security entitlements, accounts, general intangibles, instruments,
documents, certificates of deposit, commodities contracts and other investment
property and other property of whatever kind or
18
description pledged by Combined Collateral LLC as security in respect of any
Realized Losses in connection with such Mortgage Loan up to the Pledged Amount
for such Mortgage Loan, and any related collateral, or such other collateral as
may be set forth in the Series Supplement.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pooling and Servicing Agreement or Agreement: With respect to any
Series, this Standard Terms together with the related Series Supplement.
Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances of each Mortgage Loan.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
the Discount Net Mortgage Rate (but not less than 0.00%) per annum.
Prepayment Distribution Trigger: With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the portion of the
related Prepayment Period that falls during the prior calendar month, an amount
equal to the excess of one month's interest at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
Stated Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of
such Principal Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment Period: As to any Distribution Date and Principal Prepayment
in Full, the period commencing on the 16th day of the month prior to the month
prior to the month in which that Distribution Date occurs and ending on the 15th
day of the month in which such Distribution Date occurs.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
19
Principal Only Certificates: A Class of Certificates not entitled to
payments of interest, and more specifically designated as such in the Series
Supplement.
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan that is made by the Mortgagor.
Program Guide: Collectively, the Client Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the Due Date in the Due Period related to the Distribution Date
occurring in the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, with a copy to the Custodian,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of
the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
20
(iv) have a remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified Substitute Mortgage Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-V Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Each of the statistical credit rating agencies specified
in the Preliminary Statement of the Series Supplement. If any agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property):
(a) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the
Stated Principal Balance of the Mortgage Loan (or REO
Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest,
if any) at the Net Mortgage Rate from the Due Date as to
which interest was last paid or advanced to
Certificateholders up to the Due Date in the Due Period
related to the Distribution Date on which such Realized Loss
will be allocated pursuant to Section 4.05 on the Stated
Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was
not paid or advanced, minus (iii) the proceeds, if any,
received during the month in which such Cash Liquidation (or
REO Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with
respect to related Advances or expenses as to which the
Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed,
21
(b) which is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii) any
such amount with respect to a Monthly Payment that was or would
have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the
Deficient Valuation, or
(d) which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
22
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Loan
that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal portion
of the Realized Loss with respect to such Mortgage Loan and (ii) the excess, if
any, of (a) the amount of Additional Collateral required at origination with
respect to such Mortgage Loan over (b) the net proceeds realized by the
Subservicer from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Retail Certificates: A Senior Certificate, if any, offered in smaller
minimum denominations than other Senior Certificates, and designated as such in
the Series Supplement.
23
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached as an exhibit to
the Series Supplement.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans consistent in all material
respects with those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date occurring on or prior to the 60th Distribution Date and, with
respect to any Mortgage Pool comprised of two or more Loan Groups, any Loan
Group, 100%. With respect to any Distribution Date thereafter and any such Loan
Group, if applicable, as follows:
(i) for any Distribution Date after the 60th Distribution Date but on
or prior to the 72nd Distribution Date, the related Senior
Percentage for such Distribution Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date but on
or prior to the 84th Distribution Date, the related Senior
Percentage for such Distribution Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date after the 84th Distribution Date but on
or prior to the 96th Distribution Date, the related Senior
Percentage for such Distribution Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date but on
or prior to the 108th Distribution Date, the related Senior
Percentage for such Distribution Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage for
such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any
Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of
the Subordinate Certificates, is less than 50%
24
or (Y) the outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans averaged
over the last six months, does not exceed 2% and (2) Realized Losses on
the Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or
50%, respectively, of the sum of the Initial Certificate Principal
Balances of the Subordinate Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution
Date, if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates, and
(ii) that for any Distribution Date on which the Senior Percentage is
greater than the Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for such Distribution Date
shall be 100%, or, if the Mortgage Pool is comprised of two or
more Loan Groups, for any Distribution Date on which the weighted
average of the Senior Percentages for each Loan Group, weighted
on the basis of the Stated Principal Balances of the Mortgage
Loans in the related Loan Group, exceeds the weighted average of
the initial Senior Percentages (calculated on such basis) for
each Loan Group, each of the Senior Accelerated Distribution
Percentages for such Distribution Date will equal 100%.
Notwithstanding the foregoing, upon the reduction of the Certificate Principal
Balances of the related Senior Certificates (other than the Class A-P
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: As defined in the Series Supplement.
Senior Percentage: As defined in the Series Supplement.
Senior Support Certificate: A Senior Certificate that provides
additional credit enhancement to certain other classes of Senior Certificates
and designated as such in the Preliminary Statement of the Series Supplement.
Series: All of the Certificates issued pursuant to a Pooling and Servicing
Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is
incorporated and pursuant to which, together with this Standard Terms, a Series
of Certificates is issued.
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
25
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, including any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered on the MERS System, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case
26
which were distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss allocated to Certificateholders with respect
thereto for any previous Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass
thereof issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated Class A-V REMIC Regular Interest or Interests specified by the
initial Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Certificate: Any one of the Class M Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate Certificate Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Subordinate Percentage: As of any Distribution Date and, with respect to
any Mortgage Pool comprised of two or more Loan Groups, any Loan Group, 100%
minus the related Senior Percentage as of such Distribution Date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Additional Collateral Loans subserviced by MLCC, the Subservicing Agreement
shall also include the Addendum and Assignment Agreement and the Pledged Asset
Mortgage Servicing Agreement. With respect to any Pledged Asset Loan subserviced
by GMAC Mortgage Corporation,
27
the Addendum and Assignment Agreement, dated as of November 24, 1998, between
the Master Servicer and GMAC Mortgage Corporation, as such agreement may be
amended from time to time.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Surety: Ambac, or its successors in interest, or such other surety as may
be identified in the Series Supplement.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to Mortgage Loans originated by MLCC, or the
Surety Bond (Policy No. AB0240BE), dated March 17, 1999 in respect to Mortgage
Loans originated by Novus Financial Corporation, in each case issued by Ambac
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Holders of the Certificates, but only to the extent that such Surety Bond
covers any Additional Collateral Loans, or such other Surety Bond as may be
identified in the Series Supplement.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of any REMIC formed under the Series Supplement and under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets related to a Series, with
respect to which one or more REMIC elections are to be made pursuant to this
Agreement, consisting of:
(i) the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(ii) all payments on and collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the proceeds from
28
the liquidation of Additional Collateral for any Additional
Collateral Loan or Pledged Assets for any Pledged Asset Loan, but
not including amounts on deposit in the Initial Monthly Payment
Fund,
(iii) property that secured a Mortgage Loan and that has been acquired
for the benefit of the Certificateholders by foreclosure or deed
in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if
any, the Pledged Assets with respect to each Pledged Asset Loan,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, provided that, for purposes solely of the
restrictions on the transfer of residual interests, no partnership or other
entity treated as a partnership for United States federal income tax purposes
shall be treated as a United States Person unless all persons that own an
interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are required by the
applicable operating agreement to be United States Persons, any state thereof,
or the District of Columbia (except in the case of a partnership, to the extent
provided in Treasury regulations) or any political subdivision thereof, or an
estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate, and more specifically designated in
Article XI of the Series Supplement.
Section 1.02 Use of Words and Phrases.
"Herein," "hereby," "hereunder," 'hereof," "hereinbefore," "hereinafter"
and other equivalent words refer to the Pooling and Servicing Agreement as a
whole. All references herein to Articles, Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and Servicing
Agreement. The definition set forth herein include both the singular and the
plural.
29
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the Certificate Policy (as
defined in the Series Supplement), if any.
(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more Custodians, as the
duly appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section) (I)
with respect to each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN
of the Mortgage Loan and language indicating that the Mortgage
Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with
evidence of recording indicated thereon or a copy of the Mortgage
with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the
MERS(R) System, an original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee (or
to MERS, if the Mortgage Loan is registered on the MERS(R) System
and noting the presence of a MIN) with evidence of recordation
noted thereon or attached thereto, or a copy of such assignment
or assignments of the Mortgage with evidence of recording
indicated thereon; and
30
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Mortgage Loan or a copy of each modification, assumption
agreement or preferred loan agreement.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note, an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to such Cooperative Loan, together with an undated stock power
(or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative
of the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) A duly completed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and a
31
xxxx completed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) The Company may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(I)(ii), (iii), (iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by
Section 2.01(b)) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth in the next sentence. Within
thirty Business Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section 2.01(b)(I)(ii), (iii),
(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
(d) Notwithstanding the provisions of Section 2.01(c), in connection
with any Mortgage Loan, if the Company cannot deliver the original of the
Mortgage, any assignment, modification, assumption agreement or preferred loan
agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement
because of (i) a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the receipt of certain information necessary to prepare the related
assignments, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as the
mortgagee of record solely as nominee for the Seller and its successors and
assigns, and shall promptly cause to be filed the Form UCC-3 assignment and
UCC-1 financing statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable,
is lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording indicated
thereon at the time specified in Section 2.01(c). In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation
32
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
If the Company delivers to the Trustee or Custodian any Mortgage Note or
Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian
to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage
in the name of the Trustee in conjunction with the Interim Certification issued
by the Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the
MERS(R) System, the Company further agrees that it will cause, at the Company's
own expense, within 30 Business Days after the Closing Date, the MERS(R) System
to indicate that such Mortgage Loans have been assigned by the Company to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Company further agrees that it will
not, and will not permit the Master Servicer to, and the Master Xxxxxxxx agrees
that it will not, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral or Pledged Assets, its right to
receive amounts due or to become due in respect of any Additional Collateral or
Pledged Assets pursuant to the related Subservicing Agreement and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Loan or Pledged Asset Loan,
Residential Funding shall cause to be filed in the appropriate recording office
a UCC-3 statement giving notice of the assignment of the related security
interest to the Trust Fund and shall thereafter cause the timely filing of all
necessary continuation statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be and the
Uncertificated REMIC Regular Interests, if any (as provided for in Section
2.06), be construed as a sale by the Company to the Trustee of the Mortgage
Loans and any Uncertificated REMIC Regular Interests for the benefit of the
Certificateholders. Further, it is not intended that such conveyance be deemed
to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular
Interests by the Company to the Trustee to secure a debt or other obligation of
the Company. However, if the Mortgage Loans and any Uncertificated REMIC Regular
Interests are held to be property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to create a security interest
in the Mortgage Loans and any Uncertificated REMIC Regular Interests, then it is
intended that (a) this Agreement shall be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction;
33
(b) the conveyance provided for in Section 2.01 shall be deemed to be, and
hereby is, (1) a grant by the Company to the Trustee of a security interest in
all of the Company's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to any and all
general intangibles, payment intangibles, accounts, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and investment property and other property of whatever
kind or description now existing or hereafter acquired consisting of, arising
from or relating to any of the following: (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and
Cooperative Lease, (ii) with respect to each Mortgage Loan other than a
Cooperative Loan, the related Mortgage Note and Mortgage, and (iii) any
insurance policies and all other documents in the related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all
amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B),
(C) and (D) granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, payment intangibles, negotiable documents, goods,
deposit accounts, letters of credit, advices of credit, investment property,
certificated securities or chattel paper shall be deemed to be "possession by
the secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections
8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for (as applicable) the Trustee for the purpose of perfecting such
security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
determined to create a security interest in the Mortgage Loans, any
Uncertificated REMIC Regular Interests and the other property described above,
such security interest would be determined to be a perfected security interest
of first priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the foregoing,
the Company shall prepare and deliver to the Trustee not less than 15 days prior
to any filing date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and any Uncertificated REMIC
Regular Interests, as evidenced by an Officers' Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned
34
by (1) any change of name of Residential Funding, the Company 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
Company, (3) any transfer of any interest of Residential Funding or the Company
in any Mortgage Loan or (4) any transfer of any interest of Residential Funding
or the Company in any Uncertificated REMIC Regular Interest.
(g) The Master Servicer hereby acknowledges the receipt by it of the
Initial Monthly Payment Fund. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the initial
Distribution Date. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of any REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
(h) The Company agrees that the sale of each Pledged Asset Loan pursuant
to this Agreement will also constitute the assignment, sale, setting-over,
transfer and conveyance to the Trustee, without recourse (but subject to the
Company's covenants, representations and warranties specifically provided
herein), of all of the Company's obligations and all of the Company's right,
title and interest in, to and under, whether now existing or hereafter acquired
as owner of the Mortgage Loan with respect to all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description consisting of, arising from
or related to (i) the Assigned Contracts, (ii) all rights, powers and remedies
of the Company as owner of such Mortgage Loan under or in connection with the
Assigned Contracts, whether arising under the terms of such Assigned Contracts,
by statute, at law or in equity, or otherwise arising out of any default by the
Mortgagor under or in connection with the Assigned Contracts, including all
rights to exercise any election or option or to make any decision or
determination or to give or receive any notice, consent, approval or waiver
thereunder, (iii) all security interests in and lien of the Company as owner of
such Mortgage Loan in the Pledged Amounts and all money, securities, security
entitlements, accounts, general intangibles, instruments, documents,
certificates of deposit, commodities contracts, and other investment property
and other property of whatever kind or description and all cash and non-cash
proceeds of the sale, exchange, or redemption of, and all stock or conversion
rights, rights to subscribe, liquidation dividends or preferences, stock
dividends, rights to interest, dividends, earnings, income, rents, issues,
profits, interest payments or other distributions of cash or other property that
is credited to the Custodial Account, (iv) all documents, books and records
concerning the foregoing (including all computer programs, tapes, disks and
related items containing any such information) and (v) all insurance proceeds
(including proceeds from the Federal Deposit Insurance Corporation or the
Securities Investor Protection Corporation or any other insurance company) of
any of the foregoing or replacements thereof or substitutions therefor, proceeds
of proceeds and the conversion, voluntary or involuntary, of any thereof. The
foregoing transfer, sale, assignment and conveyance does not constitute and is
not intended to result in the creation, or an assumption by the Trustee, of any
obligation of the Company, or any other person in
35
connection with the Pledged Assets or under any agreement or instrument relating
thereto, including any obligation to the Mortgagor, other than as owner of the
Mortgage Loan.
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(I)(i) and Section 2.01(b)(II)(i), (iii), (v), (vi) and (viii) above
(except that for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank) and declares that it, or a Custodian as its agent, holds and
will hold such documents and the other documents constituting a part of the
Mortgage Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Pledged Assets, Additional Collateral
and the Surety Bond assigned to the Trustee pursuant to Section 2.01, in trust
for the use and benefit of all present and future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
as supplemented, that have been conveyed to it, and to deliver to the Trustee a
certificate (the "Interim Certification") to the effect that all documents
required to be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. Upon delivery of the Mortgage Files by
the Company or the Master Servicer, the Trustee shall acknowledge receipt (or,
with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of the
documents referred to in Section 2.01(c) above.
If the Custodian, as the Trustee's agent, finds any document or
documents constituting a part of a Mortgage File to be missing or defective, the
Trustee shall promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee of any such omission or defect found by it
in respect of any Mortgage File held by it in respect of the items reviewed by
it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07
36
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 Seller or its designee or the Subservicer or its designee, as the case may
be, any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. In furtherance of the foregoing, if the
Subservicer or Seller that repurchases the Mortgage Loan is not a member of MERS
and the Mortgage is registered on the MERS(R) System, the Master Servicer, at
its own expense and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to such Subservicer or Seller and shall cause such
Mortgage to be removed from registration on the MERS(R) System in accordance
with MERS' rules and regulations. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material and adverse defect in or
omission of a constituent document exists shall constitute the sole remedy
respecting such defect or omission available to Certificateholders or the
Trustee on behalf of the Certificateholders.
Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing
its creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is located
to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its performance and compliance with the terms
of this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a material
default (or an event which, with notice or lapse of time, or
both, would constitute a material default) under, or result in
the material breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may
be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against it in accordance with the terms
hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
37
(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 Company, any
Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to
make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and
will examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02; and
(ix) The Master Servicer is a member of MERS in good
standing, and will comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The obligation of the Master
38
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.
(b) Representations and warranties relating to the Mortgage Loans are
set forth in Section 2.03(b) of the Series Supplement.
Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement (to the extent assigned to the Company pursuant to the
Assignment Agreement) applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or the Company's rights under such Seller's Agreement relate to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement that have been assigned to the Trustee
pursuant to this Section 2.04 or of a breach of any of the representations and
warranties made in the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date the
breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form if required pursuant to Section
2.01, and such other documents and agreements as are required by Section 2.01,
with the Mortgage Note endorsed as required by Section 2.01. No substitution
will be made in any calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and will be retained
by the Master Servicer and remitted by the Master Servicer to Residential
Funding on the next succeeding Distribution Date. For the month of substitution,
distributions to the Certificateholders will include the Monthly Payment due on
a Deleted Mortgage
39
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
insofar as Residential Funding's rights in respect of such representations and
warranties are assigned to the Company pursuant to the Assignment Agreement, and
the Company and the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
the covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of any
REMIC to fail to qualify as such at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the Trustee's right, title and
interest in respect of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
40
Section 2.05 Execution and Authentication of Certificates/Issuance
of Certificates Evidencing Interests in REMIC I.
As provided in Section 2.05 of the Series Supplement.
Section 2.06 Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee.
As provided in Section 2.06 of the Series Supplement.
Section 2.07 Issuance of Certificates Evidencing Interests in REMIC II.
As provided in Section 2.07 of the Series Supplement.
Section 2.08 Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the
following activities:
(a) to sell the Certificates to the Company in exchange for the Mortgage
Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and
(d) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities.
Notwithstanding the provisions of Section 11.01, the trust shall not engage in
any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is
outstanding, and this Section 2.08 may not be amended, without the consent of
the Certificateholders evidencing a majority of the aggregate Voting Rights of
the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and
41
authority, acting alone or through Subservicers as provided in Section 3.02, to
do any and all things which it may deem necessary or desirable in connection
with such servicing and administration. Without limiting the generality of the
foregoing, the Master Servicer in its own name or in the name of a Subservicer
is hereby authorized and empowered by the Trustee when the Master Servicer or
the Subservicer, as the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of consent to assumption or
modification in connection with a proposed conveyance, or of assignment of any
Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan
and all other comparable instruments, or with respect to the modification or
re-recording of a Mortgage for the purpose of correcting the Mortgage, the
subordination of the lien of the Mortgage in favor of a public utility company
or government agency or unit with powers of eminent domain, the taking of a deed
in lieu of foreclosure, the commencement, prosecution or completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. The Master
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re- recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any expenses incurred in connection with the actions
described in the preceding sentence shall be borne by the Master Servicer in
accordance with Section 3.16(c), with no right of reimbursement; provided, that
if, as a result of MERS discontinuing or becoming unable to continue operations
in connection with the MERS System, it becomes necessary to remove any Mortgage
Loan from registration on the MERS System and to arrange for the assignment of
the related Mortgages to the Trustee, then any related expenses shall be
reimbursable to the Master Servicer. Notwithstanding the foregoing, subject to
Section 3.07(a), the Master Servicer shall not permit any modification with
respect to any Mortgage Loan that would both constitute a sale or exchange of
such Mortgage Loan within the meaning of Section 1001 of the Code and any
proposed, temporary or final regulations promulgated thereunder (other than in
connection with a proposed conveyance or assumption of such Mortgage Loan that
is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
and cause any REMIC formed under the Series Supplement to fail to qualify as a
REMIC under the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall
not be liable for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with this Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in
42
accordance with Section 3.10 and (ii) may, at its own discretion and on behalf
of the Trustee, obtain credit information in the form of a "credit score" from a
credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit E. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of
43
each Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement insofar as the Company's rights with
respect to such obligation has been assigned to the Trustee hereunder, to the
extent that the non-performance of any such Seller's obligation would have a
material and adverse effect on a Mortgage Loan, including, without limitation,
the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed. For purposes of clarification
only, the parties agree that the foregoing is not intended to, and does not,
limit the ability of the Master Servicer to be reimbursed for expenses that are
incurred in connection with the enforcement of a Seller's obligations (insofar
as the Company's rights with respect to such Seller's obligations have been
assigned to the Trustee hereunder) and are reimbursable pursuant to Section
3.10(a)(viii).
Section 3.03 Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04 Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and
44
conditions as if the Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter into any
agreement with a Subservicer or Seller for indemnification of the Master
Servicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee.
(a) If the Master Servicer shall for any reason no longer be the master
servicer (including by reason of an Event of Default), the Trustee, its designee
or its successor shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor servicer for the Trustee shall
be deemed to have assumed all of the Master Servicer's interest therein and to
have replaced the Master Servicer as a party to the Subservicing Agreement to
the same extent as if the Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or
45
extension will not impair the coverage of any related Primary Insurance Policy
or materially adversely affect the lien of the related Mortgage. In the event of
any such arrangement, the Master Servicer shall make timely advances on the
related Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected thereby; provided, however, that no such
extension shall be made if any such advance would be a Nonrecoverable Advance.
Consistent with the terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action); provided, however, that the Master Servicer may not
modify materially or permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that would change the Mortgage
Rate, forgive the payment of any principal or interest (unless in connection
with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of such Mortgage
Loan, unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided, further, that no
such modification shall reduce the interest rate on a Mortgage Loan below the
sum of the Pool Strip Rate and the sum of the rates at which the Servicing Fee
and the Subservicing Fee with respect to such Mortgage Loan accrues. In
connection with any Curtailment of a Mortgage Loan, the Master Servicer, to the
extent not inconsistent with the terms of the Mortgage Note and local law and
practice, may permit the Mortgage Loan to be reamortized such that the Monthly
Payment is recalculated as an amount that will fully amortize the remaining
Stated Principal Balance thereof by the original Maturity Date based on the
original Mortgage Rate; provided, that such re-amortization shall not be
permitted if it would constitute a reissuance of the Mortgage Loan for federal
income tax purposes, except if such reissuance is described in Treasury
Regulation Section 1.860G-2(b)(3).
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage Loans
and the principal component of any Subservicer Advance or of any
REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
46
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to
be deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21;
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a);
(vii) Any amounts realized by the Subservicer and received
by the Master Servicer in respect of any Additional Collateral;
and
(viii) Any amounts received by the Master Servicer in
respect of Pledged Assets.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
47
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08 Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following
48
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.
If compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
49
Section 3.10 Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right being limited to amounts received on
particular Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds
from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of
Monthly Payments for which any such advance was made in the case
of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and 3.16, an
amount equal to that remaining portion of any such payment as to
interest (but not in excess of the Servicing Fee and the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such interest
being interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage
Loan as the principal balance thereof at the beginning of the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation
any interest or investment income earned on funds and other
property deposited in or credited to the Custodial Account that
it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation
any Foreclosure Profits, any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b),
and any amounts paid by a Mortgagor in connection with a
Principal Prepayment in Full in respect of interest for any
period during the calendar month in which such Principal
Prepayment in Full is to be distributed to the
Certificateholders;
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate Person,
as the case may be, with respect to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
50
otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07
or 9.01, all amounts received thereon and not required to be
distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for
any Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below, any Advance made in
connection with a modification of a Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent
the amount of the Advance has been added to the outstanding
principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a);
(viii) to reimburse itself or the Company for expenses
incurred by and reimbursable to it or the Company pursuant to
Sections 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise,
or in connection with enforcing, in accordance with this
Agreement, any repurchase, substitution or indemnification
obligation of any Seller (other than an Affiliate of the Company)
pursuant to the related Seller's Agreement;
(ix) to reimburse itself for Servicing Advances expended
by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause,
and (b) in connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to
Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii),
(iii), (v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss
51
which, but for the actions of the Master Servicer or Subservicer, would have
been covered thereunder. To the extent coverage is available, the Master
Servicer shall keep or cause to be kept in full force and effect each such
Primary Insurance Policy until the principal balance of the related Mortgage
Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised
Value in the case of such a Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, provided that such Primary Insurance Policy was in
place as of the Cut-off Date and the Company had knowledge of such Primary
Insurance Policy. The Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any Mortgage Loan, if the
Stated Principal Balance of the Mortgage Loan is reduced below an amount equal
to 80% of the appraised value of the related Mortgaged Property as determined in
any appraisal thereof after the Closing Date, or if the Loan-to-Value Ratio is
reduced below 80% as a result of principal payments on the Mortgage Loan after
the Closing Date. In the event that the Company gains knowledge that as of the
Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in excess
of 80% and is not the subject of a Primary Insurance Policy (and was not
included in any exception to the representation in Section 2.03(b)(iv)) and that
such Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the
Master Servicer shall use its reasonable efforts to obtain and maintain a
Primary Insurance Policy to the extent that such a policy is obtainable at a
reasonable price. The Master Servicer shall not cancel or refuse to renew any
such Primary Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any such Primary
Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial issuance of the Certificates and is required
to be kept in force hereunder unless the replacement Primary Insurance Policy
for such canceled or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the related
Insurer under any Primary Insurance Policies, in a timely manner in accordance
with such policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
3.07, any Insurance Proceeds collected by or remitted to the Master Servicer
under any Primary Insurance Policies shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12 Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained.
52
The Master Servicer shall also cause to be maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an amount which is
at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant
to Section 3.07, any amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's normal servicing procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Freddie Mac, whichever is greater, with respect to the
Master Servicer if the Master Servicer were servicing and administering the
Mortgage Loans for Xxxxxx Xxx or Freddie Mac. In the event that
53
any such bond or policy ceases to be in effect, the Master Servicer shall obtain
a comparable replacement bond or policy from an issuer or insurer, as the case
may be, meeting the requirements, if any, of the Program Guide and acceptable to
the Company. Coverage of the Master Servicer under a policy or bond obtained by
an Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer shall not be
required to enforce the due-on-sale clause or to contest such
action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall either (i) both (A) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the REMIC Provisions and (B) cause any portion of any REMIC formed under the
Series Supplement to fail to qualify as a REMIC under the Code or (subject to
Section 10.01(f)), result in the imposition of any tax on "prohibited
transactions" or (ii) constitute "contributions" after the start-up date under
the REMIC Provisions. The Master Servicer shall execute and deliver such
documents only if it reasonably determines that (i) its execution and delivery
thereof will not conflict with or violate any terms of this Agreement or cause
the unpaid balance and interest on the Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under any Required
Insurance Policies have been obtained and (iii) subsequent to the closing of the
transaction involving the
54
assumption or transfer (A) the Mortgage Loan will continue to be secured by a
first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction
will not adversely affect the coverage under any Required Insurance Policies,
(C) the Mortgage Loan will fully amortize over the remaining term thereof, (D)
no material term of the Mortgage Loan (including the interest rate on the
Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed
and (E) if the seller/transferor of the Mortgaged Property is to be released
from liability on the Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith determination) adversely affect the
collectability of the Mortgage Loan. Upon receipt of appropriate instructions
from the Master Servicer in accordance with the foregoing, the Trustee shall
execute any necessary instruments for such assumption or substitution of
liability as directed in writing by the Master Servicer. Upon the closing of the
transactions contemplated by such documents, the Master Servicer shall cause the
originals or true and correct copies of the assumption agreement, the release
(if any), or the modification or supplement to the Mortgage Note or Mortgage to
be delivered to the Trustee or the Custodian and deposited with the Mortgage
File for such Mortgage Loan. Any fee collected by the Master Servicer or such
related Subservicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment)
without any right of reimbursement or other similar matters if it has
determined, exercising its good faith business judgment in the same manner as it
would if it were the owner of the related Mortgage Loan, that the security for,
and the timely and full collectability of, such Mortgage Loan would not be
adversely affected thereby and that any portion of any REMIC formed under the
Series Supplement would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on any such REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent below or
above the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iii) that such assignment is at the request of the borrower
under the related Mortgage Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the Master Servicer shall
receive cash in an amount equal to the unpaid principal balance of and accrued
interest on such Mortgage Loan and the Master Servicer shall treat such amount
as a Principal Prepayment in Full with respect to such Mortgage Loan for all
purposes hereof.
55
Section 3.14 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10.
In addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize upon any Additional Collateral for such of the
Additional Collateral Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that (i)
the Master Servicer shall not proceed with respect to such Additional Collateral
in any manner that would impair the ability to recover against the related
Mortgaged Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan.
Any proceeds realized from such Additional Collateral (other than amounts to be
released to the Mortgagor or the related guarantor in accordance with procedures
that the Master Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note and to the terms and conditions of any security agreement,
guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any other payment
received by the Master Servicer in respect of such Additional Collateral shall
be deposited in the Custodial Account subject to withdrawal pursuant to Section
3.10.
For so long as the Master Servicer is the Master Servicer under the
Credit Support Pledge Agreement, the Master Servicer shall perform its
obligations under the Credit Support Pledge
56
Agreement in accordance with such Agreement and in a manner that is in the best
interests of the Certificateholders. Further, the Master Servicer shall use its
best reasonable efforts to realize upon any Pledged Assets for such of the
Pledged Asset Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07; provided that the Master Servicer shall not, on behalf
of the Trustee, obtain title to any such Pledged Assets as a result of or in
lieu of the disposition thereof or otherwise; and provided further that (i) the
Master Servicer shall not proceed with respect to such Pledged Assets in any
manner that would impair the ability to recover against the related Mortgaged
Property, and (ii) the Master Servicer shall proceed with any REO Acquisition in
a manner that preserves the ability to apply the proceeds of such Pledged Assets
against amounts owed under the defaulted Mortgage Loan. Any proceeds realized
from such Pledged Assets (other than amounts to be released to the Mortgagor or
the related guarantor in accordance with procedures that the Master Servicer
would follow in servicing loans held for its own account, subject to the terms
and conditions of the related Mortgage and Mortgage Note and to the terms and
conditions of any security agreement, guarantee agreement, mortgage or other
agreement governing the disposition of the proceeds of such Pledged Assets)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any other payment received by the Master Servicer in respect of
such Pledged Assets shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a breach of a representation
and warranty with respect to any such Mortgage Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to continue to
pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans
and remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
57
(b) If title to any Mortgaged Property is acquired by the Trust Fund as
an REO Property by foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) If the Trust Fund acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property as soon as practicable, giving due consideration to the interests of
the Certificateholders, but in all cases within three full years after the
taxable year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located) law to
maintain the status of any portion of any REMIC formed under the Series
Supplement as a REMIC under applicable state law and avoid taxes resulting from
such property failing to be foreclosure property under applicable state law) or,
at the expense of the Trust Fund, request, more than 60 days before the day on
which such grace period would otherwise expire, an extension of such grace
period unless the Master Servicer (subject to Section 10.01(f)) obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property subsequent
to such period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any REMIC formed
under the Series Supplement to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition
of any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code, unless the
Master Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and
58
unpaid interest on the Mortgage Loan, and any related REO Imputed Interest, at
the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) to the Due Date prior to the Distribution Date on which
such amounts are to be distributed; third, to the Certificateholders as a
recovery of principal on the Mortgage Loan (or REO Property)(provided that, if
such recovery is of an amount previously allocated to one or more Classes of
Certificates as a Realized Loss, such recovery shall be allocated among such
Classes in the same proportions as the allocation of such Realized Losses and,
if any such Class of Certificates to which such Realized Loss was allocated is
no longer outstanding, such subsequent recovery shall be distributed to the
persons who were the Holders of such Class of Certificates when it was retired);
fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and the
Master Servicer and the Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit F, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Within two Business
Days of receipt of such certification and request, the Trustee shall release, or
cause the Custodian to release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon and to cause the removal from the registration on the
MERS(R) System of such Mortgage and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit F hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession
59
of all, or any document constituting part of, the Mortgage File be released to
the Master Servicer and certifying as to the reason for such release and that
such release will not invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any 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.
60
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii) and second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively. In making such reduction,
the Master Servicer (i) will not withdraw from the Custodial Account any such
amount representing all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii) and (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b).
Section 3.17 Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18 Annual Statement as to Compliance.
The Master Servicer will deliver to the Company, the Trustee and any
Certificate Insurer on or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year related to
its servicing of mortgage loans and its performance under pooling and servicing
agreements, including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has complied in all material respects with the
61
minimum servicing standards set forth in the Uniform Single Attestation Program
for Mortgage Bankers and has fulfilled all of its material obligations relating
to this Agreement in all material respects throughout such year, or, if there
has been material noncompliance with such servicing standards or a default in
the fulfillment in all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20 Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The
62
Company shall not have any responsibility or liability for any action or failure
to act by the Master Servicer and is not obligated to supervise the performance
of the Master Servicer under this Agreement or otherwise.
Section 3.21 Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section
63
9.01 and (v) all other amounts constituting the Available Distribution Amount
for the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature or be payable on demand not later than the Business Day next preceding
the Distribution Date next following the date of such investment (except that
(i) any investment in the institution with which the Certificate Account is
maintained may mature or be payable on demand on such Distribution Date and (ii)
any other investment may mature or be payable on demand on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02 Distributions.
As provided in Section 4.02 of the Series Supplement.
Section 4.03 Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall either forward by mail or make
available to each Holder and the Company, via the Trustee's internet website, a
statement (and at its option, any additional files containing the same
information in an alternative format) setting forth information as to each Class
of Certificates, the Mortgage Pool and, if the Mortgage Pool is comprised of two
or more Loan Groups, each Loan Group, to the extent applicable. This statement
will include the information set forth in an exhibit to the Series Supplement.
Such exhibit shall set forth the Trustee's internet website address together
with a phone number. The Trustee shall mail to each Holder that requests a paper
copy by telephone a paper copy via first class mail. The Trustee may modify the
distribution procedures set forth in this Section provided that such procedures
are no less convenient for the Certificateholders. The Trustee shall provide
prior notification to the Company, the Master Servicer and the
Certificateholders regarding any such modification. In addition, the Master
Servicer shall provide to any manager of a trust fund consisting of some or all
of the Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of the
exhibit to the Series Supplement referred to in subsection (a) above aggregated
for such calendar year or
64
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Master Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04 Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Determination Date, the Master
Servicer shall furnish a written statement to the Trustee, any Certificate
Insurer, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount and (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the
65
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a) in respect of outstanding Advances on
any Distribution Date shall be allocated to specific Monthly Payments due but
delinquent for previous Due Periods, which allocation shall be made, to the
extent practicable, to Monthly Payments which have been delinquent for the
longest period of time. Such allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officers' Certificate of the
Master Servicer delivered to the Company and the Trustee.
If the Master Servicer determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable to deposit in the
Certificate Account an amount equal to the Advance required to be made for the
immediately succeeding Distribution Date, it shall give notice to the Trustee of
its inability to advance (such notice may be given by telecopy), not later than
3:00 P.M., New York time, on such Business Day, specifying the portion of such
amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00
Noon, New York time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance
as to which the Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations of the Master Servicer
hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05 Allocation of Realized Losses.
As provided in Section 4.05 of the Series Supplement.
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and
66
6050P, respectively, of the Code, and deliver to the Trustee an Officers'
Certificate on or before March 31 of each year stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto.
If, however the Master Servicer shall have exercised its right to
repurchase a Mortgage Loan pursuant to this Section 4.07 upon the written
request of and with funds provided by the Junior Certificateholder and thereupon
transferred such Mortgage Loan to the Junior Certificateholder, the Master
Servicer shall so notify the Trustee in writing.
Section 4.08 Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf
of the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of
a Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
67
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Senior, Class M, Class B and Class R Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D, respectively,
and shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates shall be issuable in the
minimum denominations designated in the Preliminary Statement to the Series
Supplement.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) Except as provided below, registration of Book-Entry Certificates
may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Holders of the Book-Entry Certificates shall hold their
respective Ownership Interests in and to each of such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they
68
are made with respect to different Certificate Owners. The Trustee may establish
a reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit N executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated Class A-V REMIC Regular Interests
corresponding to the Class A-V Certificates so surrendered for exchange. Any
Subclass so issued shall bear a numerical designation commencing with Class
A-V-1 and continuing sequentially thereafter, and will evidence ownership of the
Uncertificated REMIC Regular Interest or Interests specified in writing by such
initial Holder to the Trustee. The Trustee may conclusively, without any
independent verification, rely on, and shall be protected in relying on,
Residential Funding's determinations of the Uncertificated Class A-V REMIC
Regular Interests corresponding to any Subclass, the Initial Notional Amount and
the initial Pass-Through Rate on a Subclass as set forth in such Request for
Exchange and the Trustee shall have no duty to determine if any Uncertificated
Class A-V REMIC Regular Interest designated on a Request for Exchange
corresponds to a Subclass which has previously been issued. Each Subclass so
issued shall be substantially in the form set forth in Exhibit A and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery in accordance with Section 5.01(a).
Every Certificate presented or surrendered for exchange by the initial Holder
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer attached to
such Certificate and shall be completed to the satisfaction of the Trustee and
the Certificate Registrar duly executed by, the initial Holder thereof or his
attorney duly authorized in writing. The Certificates of any Subclass of Class
A-V Certificates may be transferred in whole, but not in part, in accordance
with the provisions of Section 5.02.
69
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class (or
Subclass) and aggregate Percentage Interest, upon surrender of the Certificates
to be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require a written
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
(except that, if such transfer is made by the Company or the Master Servicer or
any Affiliate thereof, the Company or the Master Servicer shall provide such
Opinion of Counsel at their own expense); provided that such Opinion of Counsel
will not be required in connection with the initial transfer of any such
Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit H hereto,
and the Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit I hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer;
70
provided, however, that such representation letters will not be required in
connection with any transfer of any such Certificate by the Company or any
Affiliate thereof to the Company or an Affiliate of the Company, and the Trustee
shall be entitled to conclusively rely upon a representation (which, upon the
request of the Trustee, shall be a written representation) from the Company, of
the status of such transferee as an Affiliate of the Company or (ii) the
prospective transferee of such a Certificate shall be required to provide the
Trustee, the Company and the Master Servicer with an investment letter
substantially in the form of Exhibit J attached hereto (or such other form as
the Company in its sole discretion deems acceptable), which investment letter
shall not be an expense of the Trustee, the Company or the Master Servicer, and
which investment letter states that, among other things, such transferee (A) is
a "qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A. The Holder of any such Certificate
desiring to effect any such transfer, sale, pledge or other disposition shall,
and does hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar against any liability that may result if
the transfer, sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws.
(e) (i) In the case of any Class B or Class R Certificate presented for
registration in the name of any Person, either (A) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer or (B) the prospective
Transferee shall be required to provide the Trustee, the Company and the Master
Servicer with a certification to the effect set forth in paragraph six of
Exhibit H (with respect to any Class B Certificate) or paragraph fourteen of
Exhibit G-1 (with respect to any Class R Certificate), which the Trustee may
rely upon without further inquiry or investigation, or such other certifications
as the Trustee may deem desirable or necessary in order to establish that such
Transferee or the Person in whose name such registration is requested either (a)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person
(including an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such acquisition
(each, a "Plan Investor") or (b) in the case of any Class B Certificate, the
following conditions are satisfied: (i) such Transferee is an insurance company,
(ii) the source of funds used to purchase or hold such Certificate (or interest
therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Any Transferee of a Class M Certificate will be
deemed to have represented by virtue of its purchase or holding
of such Certificate (or interest
71
therein) that either (a) such Transferee is not a Plan Investor,
(b) it has acquired and is holding such Certificate in reliance
on Prohibited Transaction Exemption ("PTE") 94-29, 59 Fed. Reg.
14674 (March 29, 1994), as amended by PTE 97-34, 62 Fed. Reg.
39021 (July 21, 1997), and PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) (the "RFC Exemption"), and that it
understands that there are certain conditions to the availability
of the RFC Exemption including that such Certificate must be
rated, at the time of purchase, not lower than "BBB-" (or its
equivalent) by Standard & Poor's, Fitch or Xxxxx'x or (c) such
Transferee is a Complying Insurance Company.
(iii) (A) If any Class M Certificate (or any interest
therein) is acquired or held by any Person that does not satisfy
the conditions described in paragraph (ii) above, then the last
preceding Transferee that either (i) is not a Plan Investor, (ii)
acquired such Certificate in compliance with the RFC Exemption,
or (iii) is a Complying Insurance Company shall be restored, to
the extent permitted by law, to all rights and obligations as
Certificate Owner thereof retroactive to the date of such
Transfer of such Class M Certificate. The Trustee shall be under
no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose
acquisition or holding of any Class M Certificate (or
interest therein) was effected in violation of the
restrictions in this Section 5.02(e) shall indemnify and
hold harmless the Company, the Trustee, the Master
Servicer, any Subservicer, and the Trust Fund from and
against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition
or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit G-1)
from the proposed Transferee, in form
72
and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it
is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Class R Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in a
Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound
by them, and (II) a certificate, in the form attached
hereto as Exhibit G-2, from the Holder wishing to transfer
the Class R Certificate, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge
that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a
Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a
certificate to the Trustee in the form attached hereto as
Exhibit G-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate,
if it is, or is holding an Ownership Interest in a Class R
Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such
transfer in the form attached hereto as Exhibit G-2 and all of
such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of
the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by law, to all rights and obligations as Holder thereof
retroactive
73
to the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a holder
of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If
a transfer of a Class R Certificate is disregarded pursuant to
the provisions of Treasury Regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments
due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R
Certificate, to sell such Class R Certificate to a
purchaser selected by the Master Servicer on such terms as
the Master Servicer may choose. Such purported Transferee
shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the
Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The
proceeds of such sale, net of the commissions (which may
include commissions payable to the Master Servicer or its
Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported
Transferee. The terms and conditions of any sale under
this clause (iii)(B) shall be determined in the sole
discretion of the Master Servicer, and the Master Servicer
shall not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its
exercise of such discretion.
(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.
74
(v) The provisions of this Section 5.02(f) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of
any Class of the Senior, Class M or Class B Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) subject to Section 10.01(f), an Officers'
Certificate of the Master Servicer stating that the Master
Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the
effect that such modification, addition to or absence of
such provisions will not cause any portion of any REMIC
formed under the Series Supplement to cease to qualify as
a REMIC and will not cause (x) any portion of any REMIC
formed under the Series Supplement to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person
to be subject to a REMIC-related tax caused by the
Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section
75
shall constitute complete and indefeasible evidence of ownership in the Trust
Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, any Certificate Insurer, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, any Certificate Insurer or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and neither the Company, the Master
Servicer, the Trustee, any Certificate Insurer, the Certificate Registrar nor
any agent of the Company, the Master Servicer, the Trustee, any Certificate
Insurer or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
Section 5.05 Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
76
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01 Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02 Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master
Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Xxxxxx Xxx or Freddie Mac; and provided further that each Rating Agency's
ratings, if any, of the Senior, Class M or Class B Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of Xxxxxx Xxx or Freddie Mac, is reasonably
satisfactory to the Trustee and the Company, is willing to service the Mortgage
Loans and executes and delivers to the Company and the Trustee an agreement, in
form and substance reasonably satisfactory to the Company and the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the
Master Servicer under this Agreement; provided further that each Rating Agency's
77
rating of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
Section 6.03 Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
78
Section 6.04 Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01 Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause
to be distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any other of the covenants or agreements
on the part of the Master Servicer contained in the Certificates
of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the case of a failure to pay the premium for
any Required Insurance Policy) after the date on which written
notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee
by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less
than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state
bankruptcy, insolvency or similar law or appointing a conservator
or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs,
79
shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged or
unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or
of, or relating to, all or substantially all of the property of
the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant
to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, by notice in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if given by the
Company), terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the
Master Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
80
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02 Trustee or Company to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a Xxxxxx Xxx- or Freddie Mac-approved
mortgage servicing institution, having a net worth of not less than $10,000,000
as the successor to the Master Servicer hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall become successor to the Master Servicer and shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The Company, the Trustee, the
Custodian and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. The
Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event
that the
81
successor Master Servicer is not servicing such Mortgage Loans directly and it
is necessary to raise the related Subservicing Fee to a rate of 0.20% per annum
in order to hire a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master Servicer, shall represent
and warrant that it is a member of MERS in good standing and shall agree to
comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with
MERS, in which case the predecessor Master Servicer shall cooperate with the
successor Master Servicer in causing MERS to revise its records to reflect the
transfer of servicing to the successor Master Servicer as necessary under MERS'
rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an
assignment of Mortgage in recordable form to transfer the Mortgage from MERS to
the Trustee and to execute and deliver such other notices, documents and other
instruments as may be necessary or desirable to effect a transfer of such
Mortgage Loan or servicing of such Mortgage Loan on the MERS(R) System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Master Servicer shall bear any and all fees of MERS, costs of
preparing any assignments of Mortgage, and fees and costs of filing any
assignments of Mortgage that may be required under this subsection (b). The
successor Master Servicer shall cause such assignment to be delivered to the
Trustee or the Custodian promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which
such assignment was recorded.
Section 7.03 Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
82
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred (which has not
been cured or waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of any portion of any REMIC formed under the Series Supplement as a REMIC under
the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition
of any federal, state or local income, prohibited transaction, contribution or
other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which
may have occurred, the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the Company
or the
83
Master Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by
it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not
less than 25% as to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a default in payment to the Trustee)
specified in clauses (i) and (ii) of Section 7.01 or an Event of
Default under clauses (iii), (iv) and (v) of Section 7.01 unless
a Responsible Officer of the Trustee assigned to and working in
the Corporate Trust Office obtains actual knowledge of such
failure or event or the Trustee receives written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no
provision in this Agreement shall require the Trustee to expend
or risk its own funds (including, without limitation, the making
of any Advance) or otherwise incur any personal financial
liability in the performance of any of its duties as Trustee
hereunder, or in the exercise of any of its rights or powers, if
the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
84
(i) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it
to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance with such Opinion
of Counsel;
(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default
which may have occurred, the Trustee shall not be bound to make
any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Master Servicer,
if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; and
85
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing any
Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or
on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause any portion of any REMIC
formed under the Series Supplement to fail to qualify as a REMIC at any time
that any Certificates are outstanding or (ii) cause the Trust Fund to be subject
to any federal tax as a result of such contribution (including the imposition of
any federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document, or of MERS
or the MERS(R) System. Except as otherwise provided herein, the Trustee shall
not be accountable for the use or application by the Company or the Master
Servicer of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the
Custodial Account or the Certificate Account by the Company or the Master
Servicer.
Section 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05 Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and
86
any co-trustee, and the Master Servicer will pay or reimburse the Trustee and
any co-trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee or any co-trustee in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the Trustee or any
co-trustee in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after
the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement
of any claim by the Trustee entered into without the prior
consent of the Master Servicer which consent shall not be
unreasonably withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined
87
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
88
Section 8.08 Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09 Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
89
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the
90
Certificateholders of the appointment of any Custodian (other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12 Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York at
the address designated in Section 11.05 of the Series Supplement where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee will maintain an office at the address stated in Section 11.05 of the
Series Supplement where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
Section 9.01 Optional Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the Master
Servicer or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation
(or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan, or
(ii) the purchase by the Master Servicer of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the
related underlying property of such Mortgage Loan with respect to
Mortgage Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net of
any unreimbursed Advances attributable to principal) on the day
of repurchase plus accrued interest thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of any Modified
Mortgage Loan) to, but not including, the first day of the month
in which such repurchase price is distributed, provided, however,
that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date
hereof and provided further that the purchase price set forth
above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of any portion of any
REMIC formed under the Series Supplement as a REMIC.
91
The right of the Master Servicer to purchase all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool Stated Principal
Balance as of the Final Distribution Date, prior to giving effect to
distributions to be made on such Distribution Date, being less than ten percent
of the Cut-off Date Principal Balance of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances theretofore
made by it with respect to the Mortgage Loans. In addition, the Master Servicer
shall provide to the Trustee the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer the Mortgage Files pertaining to the
Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on which the Pool
Stated Principal Balance, prior to giving effect to distributions to be made on
such Distribution Date, is less than ten percent of the Cut-off Date Principal
Balance of the Mortgage Loans, Master Servicer shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of such Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest. If the Master
Servicer exercises this right to purchase the outstanding Certificates, the
Master Servicer will promptly terminate the respective obligations and
responsibilities created hereby in respect of the Certificates pursuant to this
Article IX.
(b) The Master Servicer shall give the Trustee not less than 60 days'
prior notice of the Distribution Date on which the Master Servicer anticipates
that the final distribution will be made to Certificateholders (whether as a
result of the exercise by the Master Servicer of its right to purchase the
assets of the Trust Fund or otherwise) or on which the Master Servicer
anticipates that the Certificates will be purchased (as a result of the exercise
by the Master Servicer to purchase the outstanding Certificates). Notice of any
termination, specifying the anticipated Final Distribution Date (which shall be
a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so
required by the terms hereof) for payment of the final distribution and
cancellation or notice of any purchase of the outstanding Certificates,
specifying the Distribution Date upon which the Holders may surrender their
Certificates to the Trustee for payment, shall be given promptly by the Master
Servicer (if it is exercising its right to purchase the assets of the Trust Fund
or to purchase the outstanding Certificates), or by the Trustee (in any other
case) by letter to the Certificateholders mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the month of such
final distribution specifying:
(i) the anticipated Final Distribution Date upon which
final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated or, in the case of the
purchase by the Master Servicer of the outstanding Certificates,
the Distribution Date on which such purchase is to be made,
(ii) the amount of any such final payment, or in the case
of the purchase of the outstanding Certificates, the purchase
price, in either case, if known, and
92
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the
Senior Certificates and Class M Certificates, that payment will
be made only upon presentation and surrender of the Certificates
at the office or agency of the Trustee therein specified.
If the Master Servicer is obligated to give notice to Certificateholders
as aforesaid, it shall give such notice to the Certificate Registrar at the time
such notice is given to Certificateholders and, if the Master Servicer is
exercising its rights to purchase the outstanding Certificates, it shall give
such notice to each Rating Agency at the time such notice is given to
Certificateholders. As a result of the exercise by the Master Servicer of its
right to purchase the assets of the Trust Fund, the Master Servicer shall
deposit in the Certificate Account before the Final Distribution Date in
immediately available funds an amount equal to the purchase price for the assets
of the Trust Fund, computed as provided above. As a result of the exercise by
the Master Servicer of its right to purchase the outstanding Certificates, the
Master Servicer shall deposit in an Eligible Account, established by the Master
Servicer on behalf of the Trustee and separate from the Certificate Account in
the name of the Trustee in trust for the registered holders of the Certificates,
before the Distribution Date on which such purchase is to occur in immediately
available funds an amount equal to the purchase price for the Certificates,
computed as above provided, and provide notice of such deposit to the Trustee.
The Trustee will withdraw from such account the amount specified in subsection
(c) below.
(c) In the case of the Senior, Class M or Class B Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's election to repurchase the assets of the Trust Fund or the
outstanding Certificates, or (ii) if the Master Servicer elected to so
repurchase the assets of the Trust Fund or the outstanding Certificates, an
amount determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest for the related Interest Accrual Period thereon and any previously
unpaid Accrued Certificate Interest, subject to the priority set forth in
Section 4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A).
(d) If any Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer (if it exercised its
right to purchase the assets of the Trust Fund), or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall
take appropriate steps as directed by the Master Servicer to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have
93
been surrendered for cancellation, the Trustee shall pay to the Master Servicer
all amounts distributable to the holders thereof and the Master Servicer shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.
(e) If any Certificateholders do not surrender their Certificates on or
before the Distribution Date on which a purchase of the outstanding Certificates
is to be made, the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer pursuant to Section 9.01(b) to
be withdrawn therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer shall give a second
written notice to such Certificateholders to surrender their Certificates for
payment of the purchase price therefor. If within six months after the second
notice any Certificate shall not have been surrendered for cancellation, the
Trustee shall take appropriate steps as directed by the Master Servicer to
contact the Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account and of
contacting Certificateholders shall be paid out of the assets which remain in
the escrow account. If within nine months after the second notice any
Certificates shall not have been surrendered for cancellation in accordance with
this Section 9.01, the Trustee shall pay to the Master Servicer all amounts
distributable to the Holders thereof and the Master Servicer shall thereafter
hold such amounts until distributed to such Holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer as a result of such Certificateholder's failure to
surrender its Certificate(s) for payment in accordance with this Section 9.01.
Any Certificate that is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 9.01 occurs as provided above will be deemed
to have been purchased and the Holder as of such date will have no rights with
respect thereto except to receive the purchase price therefor minus any costs
and expenses associated with such escrow account and notices allocated thereto.
Any Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer shall
be for all purposes the Holder thereof as of such date.
Section 9.02 Additional Termination Requirements.
(a) Each REMIC that comprises the Trust Fund shall be terminated in
accordance with the following additional requirements, unless (subject to
Section 10.01(f)) the Trustee and the Master Servicer have received an Opinion
of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to
the effect that the failure of each such REMIC to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of taxes
on "prohibited transactions," as described in Section 860F of the Code, or (ii)
cause any such REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for each such REMIC and specify the first day
of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for a REMIC under Section 860F of the Code
and regulations thereunder;
94
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior
to the time of making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer or the Company is exercising
its right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for cash.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for each REMIC at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
Section 9.03 Termination of Multiple REMICs.
If the REMIC Administrator makes two or more separate REMIC elections,
the applicable REMIC shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the related Uncertificated REMIC Regular Interests and the last
distribution due on the Certificates is made.
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as one or more REMICs under the Code and, if necessary, under applicable
state law. The assets of each such REMIC will be set forth in the Series
Supplement. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of each REMIC election in respect of
the Trust Fund, Certificates and interests to be designated as the "regular
interests" and the sole class of "residual interests" in the REMIC will be set
forth in Section 10.03 of the Series Supplement. The REMIC Administrator and the
Trustee shall not permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in any REMIC elected in respect of the Trust Fund
other than the "regular interests" and "residual interests" so designated.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest each Class of the Class R Certificates
and shall be designated as "the tax matters person" with respect to each REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax
95
matters person, shall (i) act on behalf of each REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation not
to exceed $3,000 per year by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to each REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The REMIC Administrator agrees to
indemnify and hold harmless the Trustee with respect to any tax or liability
arising from the Trustee's signing of Tax Returns that contain errors or
omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time request for the purpose of enabling the REMIC Administrator to prepare Tax
Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee, and the Trustee shall forward to the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status of each REMIC as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). The Master Servicer and the REMIC Administrator
shall not knowingly or intentionally take any action, cause the Trust Fund to
take any action or fail to take (or fail to cause to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of any
portion of any REMIC formed under the Series Supplement as a REMIC or (ii)
result in the imposition of a tax upon any such REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d)
96
of the Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC Event") unless
the Master Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such action or,
if such party fails to pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to each REMIC created hereunder, endanger such status or,
unless the Master Servicer, the REMIC Administrator or both, as applicable,
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to any REMIC created hereunder
or any related assets thereof, or causing any such REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, the Trustee
will consult with the Master Servicer or the REMIC Administrator, as applicable,
or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any such REMIC, and the Trustee
shall not take any such action or cause any such REMIC to take any such action
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that an Adverse REMIC Event could occur. The Master
Servicer or the REMIC Administrator, as applicable, may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At all
times as may be required by the Code, the Master Servicer will to the extent
within its control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of each REMIC created hereunder
as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of any such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
this Agreement or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on the Distribution Date(s)
following such reimbursement the aggregate of such taxes shall be
97
allocated in reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such taxes constituted a Prepayment
Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to any REMIC created hereunder
unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such REMIC
will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services nor permit any
such REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates) representing a regular interest in the applicable
REMIC and the Uncertificated Principal Balance of each Uncertificated REMIC
Regular Interest (other than each Uncertificated REMIC Regular Interest
represented by a Class A-V Certificate, if any) and the rights to the Interest
Only Certificates and Uncertificated REMIC Regular Interest represented by any
Class A-V Certificate would be reduced to zero is the Maturity Date for each
such Certificate and Interest.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii)
the termination of any such REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for any such REMIC, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to any such REMIC after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of such REMIC as a REMIC or
(b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause such REMIC
98
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.
Section 10.02 Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
Section 10.03 Designation of REMIC(s).
As provided in Section 10.03 of the Series Supplement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
99
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition
of any such tax and (B) such action will not adversely affect in
any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the Certificate Account or to change the
name in which the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates, by virtue of their being
the "residual interests" in a REMIC, provided that (A) such
change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter from each Rating
Agency to such effect, and (B) such change shall not (subject to
Section 10.01(f)), as evidenced by an Opinion of Counsel (at the
expense of the party seeking so to modify, eliminate or add such
provisions), cause any REMIC created hereunder or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a
Permitted Transferee,
(vi) to make any other provisions with respect to matters
or questions arising under this Agreement or such Custodial
Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in
any material respect the interests of any Certificateholder, or
(vii) to amend any provision herein or therein that is not
material to any of the Certificateholders.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
100
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or such Custodial Agreement or of modifying in any manner the
rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of
any Class the Holders of which are required to consent to any
such amendment, in any such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel (subject to Section 10.01(f) and at
the expense of the party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause any REMIC created under
the Series Supplement to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to the Custodian
and each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any
101
Certificateholder and without the consent of the Master Servicer or the Trustee
being required unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Senior
Certificateholders, the Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any federal
tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section 860G(d)(1) of the Code
and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding. In the event that the Company elects to
provide such coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the text of such
amendment to this Agreement shall be substantially in the form attached hereto
as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by Residential
Funding's consent to such amendment) and that the limited guaranty shall be
executed in the form attached hereto as Exhibit K, with such changes as the
Company shall deem to be appropriate; it being understood that the Trustee has
reviewed and approved the content of such forms and that the Trustee's consent
or approval to the use thereof is not required.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or
102
members of an association; nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05 Notices.
As provided in Section 11.05 of the Series Supplement.
Section 11.06 Required Notices to Rating Agency and Subservicer.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
103
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of
any Class of Certificates resulting from the failure by the Master Servicer to
make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08 Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected
104
thereby. To the extent that the terms of the Supplemental Article do not in any
way affect any provisions of this Agreement as to any of the Certificates
initially issued hereunder, the adoption of the Supplemental Article shall not
constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
Section 11.09 Allocation of Voting Rights.
As provided in Section 11.09 of the Series Supplement.
105
EXHIBIT FIVE
CERTIFICATE POLICY OF MBIA INSURANCE CORPORATION
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: RFMSI Series 2001-S27 Trust POLICY NUMBER: 36827
Mortgage Pass-Through Certificates, Series 2001-S27
$25,000,000 6.20% Class A-6 Certificates and
$74,000,000 6.40% Class A-9 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Certificate Guaranty
Insurance Policy (this "Policy"), hereby unconditionally and irrevocably
guarantees to any Owner that an amount equal to each full and complete Insured
Payment will be received from the Insurer by Bank One, National Association, or
its successors, as trustee for the Owners (the "Trustee"), on behalf of the
Owners, for distribution by the Trustee to each Owner of each Owner's
proportionate share of the Insured Payment. The Insurer's obligations hereunder
with respect to a particular Insured Payment shall be discharged to the extent
funds equal to the applicable Insured Payment are received by the Trustee,
whether or not such funds are properly applied by the Trustee. Insured Payments
shall be made only at the time set forth in this Policy, and no accelerated
Insured Payments shall be made regardless of any acceleration of the
Obligations, unless such acceleration is at the sole option of the Insurer. This
Policy does not provide credit enhancement for any Class of Certificates other
than the Class A-6 Certificates and the Class A-9 Certificates.
Notwithstanding the foregoing paragraph, 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).
The Insurer will pay any Insured Payment that is a Preference Amount on
the Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (a) a certified copy of the order requiring the return of a
preference payment, (b) an opinion of counsel satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer, irrevocably assigning to the Insurer all
rights and claims of the Owner relating to or arising under the Obligations
against the debtor which made such preference payment or otherwise with respect
to such preference payment and (d) appropriate instruments to effect the
appointment of the Insurer as agent for such Owner in any legal proceeding
related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.
The Insurer will pay any other 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 first Business Day following receipt
in New York, New York on a Business Day by State
-2-
Street Bank and Trust Company, N.A., as Fiscal Agent for the Insurer, or any
successor fiscal agent appointed by the Insurer (the "Fiscal Agent"), of a
Notice (as described below), 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 received by the
Fiscal Agent is not in proper form or is otherwise insufficient for the purpose
of making claim hereunder, it shall be deemed not to have been received by the
Fiscal Agent for purposes of this paragraph, and the Insurer or the Fiscal
Agent, as the case may be, shall promptly so advise the Trustee and the Trustee
may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.
Subject to the terms of the Agreement, the Insurer will be subrogated to
the rights of each Owner to receive payments under Obligations to the extent of
any payment by the Insurer under this Policy.
As used herein, the following terms shall have the following meanings:
"Agreement" means the Series Supplement dated as of November 1, 2001
among Residential Funding Mortgage Securities I, Inc., as Depositor, Residential
Funding Corporation, as Master Servicer, and the Trustee, as trustee, together
with the Standard Terms of Pooling and Servicing Agreement dated as of July 1,
2001 without regard to any amendment or supplement thereto, unless such
amendment or supplement has been approved in writing by the Insurer.
"Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) 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 is located are authorized or obligated by law or executive
order to close.
"Deficiency Amount" means, as of any Distribution Date, an amount equal
to: (i) any interest shortfall allocated to the Class A-6 Certificates or the
Class A-9 Certificates, as applicable, except for (a) any Prepayment Interest
Shortfalls allocated to the Class A-6 Certificates or the Class A-9
Certificates, as applicable, that were not offset by the Master Servicer and
were otherwise covered by the Reserve Fund and (b) any Relief Act Shortfalls
allocated to the Class A-6 Certificate or the Class A-9 Certificates, as
applicable, that were otherwise covered by the Reserve Fund, (ii) the principal
portion of any Realized Losses allocated to the Class A-6 Certificates or the
Class A-9 Certificates, as applicable; and (iii) the Certificate Principal
Balance of the Class A-6 Certificates or the Class A-9 Certificates, as
applicable, to the extent unpaid on the Scheduled Final Distribution Date.
-3-
"Insured Payment" means (a) as of any Distribution Date, any Deficiency
Amount and (b) any Preference Amount.
"Notice" means the telephonic or telegraphic notice, promptly confirmed
in writing by facsimile substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.
"Owner" means each Holder (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Class A-6 Certificate or Class A-9 Certificate to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner
on the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time in accordance with a final
nonappealable order of a court having competent jurisdiction.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Agreement as of the date of
execution of this 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.
Any notice hereunder or service of process on the Fiscal Agent may be
made at the address listed below for the Fiscal Agent or such other address as
the Insurer shall specify in writing to the Trustee.
The notice address of the Fiscal Agent is 15th Floor, 00 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
THIS POLICY IS BEING 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 PRINCIPLES THEREOF.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.
-4-
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
and attested this 29th day of November, 2001.
MBIA INSURANCE CORPORATION
By ________________________________
President
Attest:
By ________________________________
Assistant Secretary
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE
POLICY NUMBER: 36827
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 36827
State Street Bank and Trust Company, N.A., as Fiscal Agent
for MBIA Insurance Corporation
15th Floor
00 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Municipal Registrar and
Paying Agency
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
The undersigned, a duly authorized officer of [Name of Trustee], as trustee (the
"Trustee"), hereby certifies to State Street Bank and Trust Company, N.A. (the
"Fiscal Agent") and MBIA Insurance Corporation (the "Insurer"), with reference
to Certificate Guaranty Insurance Policy Number: 36827 (the "Policy") issued by
the Insurer in respect of the RFMSI Series 2001-S27 Trust Mortgage Pass-Through
Certificates, Series 2001-S27 $25,000,000 6.20% Class A-6 Certificates and
$74,000,000 6.40% Class A-9 Certificates (together, the "Obligations"), that:
a. the Trustee is the trustee under the Series Supplement dated as of November
1, 2001 among Residential Funding Mortgage Securities I, Inc., as
Depositor, Residential Funding Corporation, as Master Servicer, and the
Trustee, as trustee for the owners, together with the Standard Terms of
Pooling and Servicing Agreement dated as of July 1, 2001;
b. the amount due under clause (i) of the definition of Deficiency Amount for
the Distribution Date occurring on [________] (the "Applicable Distribution
Date") is $[_____];
c. the amount due under clause (ii) of the definition of Deficiency Amount for
the Applicable Distribution Date is $[_________]
d. the amount due under clause (iii) of the definition of Deficiency Amount
for the Applicable Distribution Date is $[__________];
e. the sum of the amounts listed in paragraphs (b), (c) and (d) above is
$[_______] (the "Deficiency Amount");
f. the amount of previously distributed payments on the Obligations that is
recoverable and sought to be recovered as a voidable preference by a
trustee in bankruptcy pursuant to the
A-1
Bankruptcy Code in accordance with a final nonappealable order of a
court having competent jurisdiction is $[_____________________- ] (the
"Preference Amount");
g. the total Insured Payment due is $[___________], which amount equals the
sum of the Deficiency Amount and the Preference Amount;
h. the Trustee is making a claim under and pursuant to the terms of the
Policy for the dollar amount of the Insured Payment set forth in (e)
above to be applied to the payment of the Deficiency Amount for the
Applicable Distribution Date in accordance with the Agreement and for
the dollar amount of the Insured Payment set forth in (f) above to be
applied to the payment of any Preference Amount; and
i. the Trustee directs that payment of the Insured Payment 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: [TRUSTEE'S
ACCOUNT NUMBER].
Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Policy.
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any Materially False Information, Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such
Violation.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the [__________] day of [________________], [__________].
[NAME OF TRUSTEE], as
Trustee
By ______________________________
Title _____________________________
A-2
EXHIBIT SIX
PLANNED PRINCIPAL BALANCES
PLANNED PLANNED PLANNED PLANNED
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
---BALANCES-FOR-------BALANCES-FOR-------BALANCES-FOR-------BALANCES-FOR--
DISTRIBUTION CLASS A-1 CLASS A-2 CLASS A-4 CLASS A-5
DATE CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
-------------------------------------------------------------------------------------------------
Initial Balance.... $4,024,000.00 $ 49,134,571.00 $58,155,429.00 $20,000,000.00
December 25, 2001.. 3,845,602.48 49,000,772.86 58,155,429.00 20,000,000.00
January 25, 2002... 3,635,691.98 48,843,339.98 58,155,429.00 20,000,000.00
February 25, 2002.. 3,394,436.53 48,662,398.39 58,155,429.00 20,000,000.00
March 25, 2002..... 3,121,910.04 48,458,003.53 58,155,429.00 20,000,000.00
April 25, 2002..... 2,818,206.58 48,230,225.94 58,155,429.00 20,000,000.00
May 25, 2002....... 2,483,440.34 47,979,151.26 58,155,429.00 20,000,000.00
June 25, 2002...... 2,117,745.63 47,704,880.22 58,155,429.00 20,000,000.00
July 25, 2002...... 1,721,276.81 47,407,528.61 58,155,429.00 20,000,000.00
August 25, 2002 ... 1,294,208.21 47,087,227.16 58,155,429.00 20,000,000.00
September 25, 2002. 836,734.05 46,744,121.54 58,155,429.00 20,000,000.00
October 25, 2002... 349,068.31 46,378,372.23 58,155,429.00 20,000,000.00
November 25, 2002.. 0.00 45,990,154.44 57,986,873.58 20,000,000.00
December 25, 2002.. 0.00 45,579,657.95 57,439,544.92 20,000,000.00
January 25, 2003... 0.00 45,147,087.01 56,862,783.66 20,000,000.00
February 25, 2003.. 0.00 44,692,660.17 56,256,881.19 20,000,000.00
March 25, 2003..... 0.00 44,216,610.11 55,622,147.77 20,000,000.00
April 25, 2003..... 0.00 43,719,183.46 54,958,912.23 20,000,000.00
May 25, 2003....... 0.00 43,200,640.61 54,267,521.74 20,000,000.00
June 25, 2003...... 0.00 42,661,255.45 53,548,341.52 20,000,000.00
July 25, 2003...... 0.00 42,101,315.21 52,801,754.52 20,000,000.00
August 25, 2003 ... 0.00 41,521,120.15 52,028,161.10 20,000,000.00
September 25, 2003. 0.00 40,920,983.34 51,227,978.67 20,000,000.00
October 25, 2003... 0.00 40,301,230.37 50,401,641.36 20,000,000.00
November 25, 2003.. 0.00 39,662,199.07 49,549,599.61 20,000,000.00
December 25, 2003.. 0.00 39,004,239.18 48,672,319.74 20,000,000.00
January 25, 2004... 0.00 38,327,712.10 47,770,283.61 20,000,000.00
February 25, 2004.. 0.00 37,632,990.48 46,843,988.11 20,000,000.00
March 25, 2004..... 0.00 36,920,457.95 45,893,944.73 20,000,000.00
April 25, 2004..... 0.00 36,190,508.75 44,920,679.10 20,000,000.00
May 25, 2004....... 0.00 35,465,385.73 43,953,848.39 20,000,000.00
June 25, 2004...... 0.00 34,745,057.84 42,993,411.19 20,000,000.00
July 25, 2004...... 0.00 34,029,494.23 42,039,326.36 20,000,000.00
August 25, 2004 ... 0.00 33,318,664.24 41,091,553.02 20,000,000.00
September 25, 2004. 0.00 32,612,537.42 40,150,050.58 20,000,000.00
October 25, 2004... 0.00 31,911,083.51 39,214,778.68 20,000,000.00
November 25, 2004.. 0.00 31,214,272.46 38,285,697.27 20,000,000.00
December 25, 2004.. 0.00 30,532,788.68 37,377,052.22 20,000,000.00
January 25, 2005... 0.00 29,855,888.24 36,474,518.28 20,000,000.00
February 25, 2005.. 0.00 29,183,541.65 35,578,056.14 20,000,000.00
March 25, 2005..... 0.00 28,515,719.63 34,687,626.77 20,000,000.00
April 25, 2005..... 0.00 27,852,393.09 33,803,191.37 20,000,000.00
May 25, 2005....... 0.00 27,193,533.14 32,924,711.42 20,000,000.00
1
June 25, 2005...... $0.00 $26,539,111.06 $32,052,148.63 $20,000,000.00
July 25, 2005...... 0.00 25,889,098.33 31,185,464.97 20,000,000.00
August 25, 2005 ... 0.00 25,243,466.61 30,324,622.66 20,000,000.00
September 25, 2005. 0.00 24,602,187.74 29,469,584.16 20,000,000.00
October 25, 2005... 0.00 23,965,233.77 28,620,312.18 20,000,000.00
November 25, 2005.. 0.00 23,332,576.89 27,776,769.67 20,000,000.00
December 25, 2005.. 0.00 22,704,189.52 26,938,919.82 20,000,000.00
January 25, 2006... 0.00 22,080,044.22 26,106,726.07 20,000,000.00
February 25, 2006.. 0.00 21,460,113.75 25,280,152.09 20,000,000.00
March 25, 2006..... 0.00 20,844,371.03 24,459,161.80 20,000,000.00
April 25, 2006..... 0.00 20,232,789.19 23,643,719.33 20,000,000.00
May 25, 2006....... 0.00 19,625,341.51 22,833,789.08 20,000,000.00
June 25, 2006...... 0.00 19,022,001.45 22,029,335.64 20,000,000.00
July 25, 2006...... 0.00 18,422,742.63 21,230,323.87 20,000,000.00
August 25, 2006.... 0.00 17,827,538.87 20,436,718.85 20,000,000.00
September 25, 2006. 0.00 17,236,364.14 19,648,485.86 20,000,000.00
October 25, 2006... 0.00 16,649,192.60 18,865,590.46 20,000,000.00
November 25, 2006.. 0.00 16,065,998.55 18,087,998.38 20,000,000.00
December 25, 2006.. 0.00 15,492,833.20 17,323,777.90 20,000,000.00
January 25, 2007... 0.00 14,923,567.56 16,564,757.02 20,000,000.00
February 25, 2007.. 0.00 14,358,176.37 15,810,902.10 20,000,000.00
March 25, 2007..... 0.00 13,796,634.56 15,062,179.67 20,000,000.00
April 25, 2007..... 0.00 13,238,917.20 14,318,556.52 20,000,000.00
May 25, 2007....... 0.00 12,684,999.53 13,579,999.61 20,000,000.00
June 25, 2007...... 0.00 12,134,856.96 12,846,476.17 20,000,000.00
July 25, 2007...... 0.00 11,588,465.04 12,117,953.59 20,000,000.00
August 25, 2007.... 0.00 11,045,799.48 11,394,399.51 20,000,000.00
September 25, 2007. 0.00 10,506,836.18 10,675,781.76 20,000,000.00
October 25, 2007... 0.00 9,971,551.16 9,962,068.38 20,000,000.00
November 25, 2007.. 0.00 9,439,920.61 9,253,227.64 20,000,000.00
December 25, 2007.. 0.00 8,913,869.18 8,551,825.72 20,000,000.00
January 25, 2008... 0.00 8,391,410.96 7,855,214.75 20,000,000.00
February 25, 2008.. 0.00 7,872,522.61 7,163,363.61 20,000,000.00
March 25, 2008..... 0.00 7,357,180.96 6,476,241.40 20,000,000.00
April 25, 2008..... 0.00 6,848,539.95 5,798,053.36 20,000,000.00
May 25, 2008....... 0.00 6,354,364.04 5,139,152.14 20,000,000.00
June 25, 2008...... 0.00 5,874,262.50 4,499,016.74 20,000,000.00
July 25, 2008...... 0.00 5,407,854.97 3,877,140.03 20,000,000.00
August 25, 2008.... 0.00 4,954,771.22 3,273,028.35 20,000,000.00
September 25, 2008. 0.00 4,514,650.87 2,686,201.20 20,000,000.00
October 25, 2008... 0.00 4,087,143.12 2,116,190.86 20,000,000.00
November 25, 2008.. 0.00 3,671,906.53 1,562,542.07 20,000,000.00
December 25, 2008.. 0.00 3,281,207.89 1,041,610.54 20,000,000.00
January 25, 2009... 0.00 2,901,761.58 535,682.12 20,000,000.00
February 25, 2009.. 0.00 2,533,260.23 44,346.98 20,000,000.00
March 25, 2009..... 0.00 2,415,862.26 0.00 19,326,898.08
April 25, 2009..... 0.00 2,325,769.49 0.00 18,606,155.89
May 25, 2009....... 0.00 2,238,287.85 0.00 17,906,302.82
June 25, 2009...... 0.00 2,153,345.90 0.00 17,226,767.20
2
July 25, 2009...... $0.00 $2,070,874.09 $0.00 $16,566,992.71
August 25, 2009.... 0.00 1,990,804.75 0.00 15,926,438.00
September 25, 2009. 0.00 1,913,072.04 0.00 15,304,576.30
October 25, 2009... 0.00 1,837,611.87 0.00 14,700,895.00
November 25, 2009.. 0.00 1,764,361.91 0.00 14,114,895.30
December 25, 2009.. 0.00 1,695,918.84 0.00 13,567,350.71
January 25, 2010... 0.00 1,629,461.51 0.00 13,035,692.07
February 25, 2010.. 0.00 1,564,935.50 0.00 12,519,483.98
March 25, 2010..... 0.00 1,502,287.85 0.00 12,018,302.83
April 25, 2010..... 0.00 1,441,467.06 0.00 11,531,736.47
May 25, 2010....... 0.00 1,382,422.99 0.00 11,059,383.91
June 25, 2010...... 0.00 1,325,106.87 0.00 10,600,855.00
July 25, 2010...... 0.00 1,269,471.27 0.00 10,155,770.17
August 25, 2010.... 0.00 1,215,470.02 0.00 9,723,760.14
September 25, 2010. 0.00 1,163,058.20 0.00 9,304,465.62
October 25, 2010... 0.00 1,112,192.13 0.00 8,897,537.07
November 25, 2010.. 0.00 1,062,829.30 0.00 8,502,634.41
December 25, 2010.. 0.00 1,016,954.12 0.00 8,135,632.94
January 25, 2011... 0.00 972,399.18 0.00 7,779,193.42
February 25, 2011.. 0.00 929,129.08 0.00 7,433,032.64
March 25, 2011..... 0.00 887,109.37 0.00 7,096,874.94
April 25, 2011..... 0.00 846,306.50 0.00 6,770,451.97
May 25, 2011....... 0.00 806,687.81 0.00 6,453,502.52
June 25, 2011...... 0.00 768,221.54 0.00 6,145,772.33
July 25, 2011...... 0.00 730,876.74 0.00 5,847,013.90
August 25, 2011.... 0.00 694,623.29 0.00 5,556,986.32
September 25, 2011. 0.00 659,431.89 0.00 5,275,455.08
October 25, 2011... 0.00 625,273.99 0.00 5,002,191.93
November 25, 2011.. 0.00 592,121.84 0.00 4,736,974.69
December 25, 2011.. 0.00 559,948.38 0.00 4,479,587.07
January 25, 2012... 0.00 528,727.32 0.00 4,229,818.58
February 25, 2012.. 0.00 498,433.04 0.00 3,987,464.31
March 25, 2012..... 0.00 469,040.60 0.00 3,752,324.81
April 25, 2012..... 0.00 440,525.75 0.00 3,524,205.96
May 25, 2012....... 0.00 412,864.85 0.00 3,302,918.80
June 25, 2012...... 0.00 386,034.93 0.00 3,088,279.42
July 25, 2012...... 0.00 360,013.60 0.00 2,880,108.78
August 25, 2012.... 0.00 334,779.08 0.00 2,678,232.66
September 25, 2012. 0.00 310,310.18 0.00 2,482,481.46
October 25, 2012... 0.00 286,586.26 0.00 2,292,690.10
November 25, 2012.. 0.00 263,587.24 0.00 2,108,697.91
December 25, 2012.. 0.00 241,293.57 0.00 1,930,348.53
January 25, 2013... 0.00 219,686.22 0.00 1,757,489.75
February 25, 2013.. 0.00 198,746.68 0.00 1,589,973.41
March 25, 2013..... 0.00 178,456.92 0.00 1,427,655.34
April 25, 2013..... 0.00 158,799.40 0.00 1,270,395.21
May 25, 2013....... 0.00 139,757.05 0.00 1,118,056.42
June 25, 2013...... 0.00 121,313.25 0.00 970,506.04
July 25, 2013...... 0.00 103,451.84 0.00 827,614.69
3
August 25, 2013.... $0.00 $86,157.05 $0.00 $689,256.44
September 25, 2013. 0.00 69,413.59 0.00 555,308.73
October 25, 2013... 0.00 53,206.54 0.00 425,652.28
November 25, 2013.. 0.00 37,521.38 0.00 300,171.01
December 25, 2013.. 0.00 22,343.99 0.00 178,751.93
January 25, 2014... 0.00 7,660.63 0.00 61,285.07
February 25, 2014 0.00 0.00 0.00 0.00
and thereafter.....
4
EXHIBIT SEVEN
TARGETED PRINCIPAL BALANCES
TARGETED PRINCIPAL TARGETED PRINCIPAL
---BALANCES-FOR-CLASS-A-7------BALANCES-FOR-CLASS-A-9
DISTRIBUTION DATE CERTIFICATES CERTIFICATES
------------------------------------------------------------------------------------
Initial Balance............ $13,191,000.00 $74,000,000.00
December 25, 2001.......... 13,262,451.25 73,761,833.72
January 25, 2002........... 13,334,289.52 73,457,945.82
February 25, 2002.......... 13,406,516.93 73,088,359.82
March 25, 2002............. 13,479,135.56 72,653,231.05
April 25, 2002............. 13,552,147.54 72,152,847.50
May 25, 2002............... 13,625,555.01 71,587,630.35
June 25, 2002.............. 13,699,360.10 70,958,134.14
July 25, 2002.............. 13,773,564.97 70,265,046.63
August 25, 2002 ........... 13,848,171.78 69,509,188.24
September 25, 2002......... 13,923,182.71 68,691,511.22
October 25, 2002........... 13,998,599.95 67,813,098.34
November 25, 2002.......... 14,074,425.70 66,875,161.36
December 25, 2002.......... 14,150,662.17 65,879,039.04
January 25, 2003........... 14,227,311.59 64,826,194.83
February 25, 2003.......... 14,304,376.19 63,718,214.19
March 25, 2003............. 14,381,858.23 62,556,801.59
April 25, 2003............. 14,459,759.96 61,343,777.15
May 25, 2003............... 14,538,083.66 60,081,072.92
June 25, 2003.............. 14,616,831.62 58,770,728.86
July 25, 2003.............. 14,696,006.12 57,414,888.52
August 25, 2003 ........... 14,775,609.49 56,015,794.33
September 25, 2003......... 14,855,644.04 54,575,782.71
October 25, 2003........... 14,936,112.11 53,097,278.77
November 25, 2003.......... 15,017,016.05 51,582,790.87
December 25, 2003.......... 15,098,358.22 50,034,904.79
January 25, 2004........... 15,180,141.00 48,456,277.80
February 25, 2004.......... 15,262,366.76 46,849,632.38
March 25, 2004............. 15,345,037.91 45,217,749.84
April 25, 2004............. 15,428,156.87 43,563,463.68
May 25, 2004............... 15,511,726.05 41,947,394.85
June 25, 2004.............. 15,595,747.90 40,368,848.47
July 25, 2004.............. 15,680,224.87 38,827,140.67
August 25, 2004 ........... 15,765,159.42 37,321,598.50
September 25, 2004......... 15,850,554.03 35,851,559.69
October 25, 2004........... 15,936,411.20 34,416,372.54
November 25, 2004.......... 16,022,733.43 33,015,395.72
December 25, 2004.......... 16,109,523.23 31,647,998.16
January 25, 2005........... 16,196,783.15 30,313,558.81
February 25, 2005.......... 16,284,515.73 29,011,466.56
March 25, 2005............. 16,372,723.52 27,741,120.05
April 25, 2005............. 16,461,409.11 26,501,927.53
May 25, 2005............... 16,550,575.07 25,293,306.72
June 25, 2005.............. 16,640,224.02 24,114,684.62
July 25, 2005.............. 16,730,358.57 22,965,497.43
August 25, 2005 ........... 16,820,981.34 21,845,190.35
1
September 25, 2005......... $16,912,094.99 $20,753,217.49
October 25, 2005........... 17,003,702.17 19,689,041.69
November 25, 2005.......... 17,095,805.56 18,652,134.42
December 25, 2005.......... 17,188,407.84 17,641,975.59
January 25, 2006........... 17,281,511.72 16,658,053.51
February 25, 2006.......... 17,375,119.90 15,699,864.67
March 25, 2006............. 17,469,235.14 14,766,913.66
April 25, 2006............. 17,563,860.16 13,858,713.03
May 25, 2006............... 17,658,997.74 12,974,783.18
June 25, 2006.............. 17,754,650.64 12,114,652.22
July 25, 2006.............. 17,850,821.66 11,277,855.87
August 25, 2006............ 17,947,513.62 10,463,937.30
September 25, 2006......... 18,044,729.31 9,672,447.08
October 25, 2006........... 18,142,471.60 8,902,943.00
November 25, 2006.......... 18,240,743.32 8,154,990.01
December 25, 2006.......... 18,339,547.35 7,446,637.48
January 25, 2007........... 18,438,886.56 6,758,822.43
February 25, 2007.......... 18,538,763.86 6,091,131.18
March 25, 2007............. 18,639,182.17 5,443,156.74
April 25, 2007............. 18,740,144.40 4,814,498.73
May 25, 2007............... 18,841,653.52 4,204,763.24
June 25, 2007.............. 18,943,712.48 3,613,562.76
July 25, 2007.............. 19,046,324.25 3,040,516.05
August 25, 2007............ 19,149,491.84 2,485,248.08
September 25, 2007......... 19,253,218.26 1,947,389.90
October 25, 2007........... 19,357,506.52 1,426,578.57
November 25, 2007.......... 19,462,359.68 922,457.02
December 25, 2007.......... 19,567,780.80 440,283.94
January 25, 2008........... 19,647,776.30 0.00
February 25, 2008.......... 19,303,615.58 0.00
March 25, 2008............. 18,975,252.31 0.00
April 25, 2008............. 18,654,948.78 0.00
May 25, 2008............... 18,324,215.06 0.00
June 25, 2008.............. 17,983,595.72 0.00
July 25, 2008.............. 17,633,616.65 0.00
August 25, 2008............ 17,274,785.58 0.00
September 25, 2008......... 16,907,592.64 0.00
October 25, 2008........... 16,532,510.91 0.00
November 25, 2008.......... 16,149,996.88 0.00
December 25, 2008.......... 15,749,679.43 0.00
January 25, 2009........... 15,343,310.01 0.00
February 25, 2009.......... 14,931,284.69 0.00
March 25, 2009............. 14,513,835.85 0.00
April 25, 2009............. 14,091,629.76 0.00
May 25, 2009............... 13,664,871.34 0.00
June 25, 2009.............. 13,233,901.69 0.00
July 25, 2009.............. 12,799,049.19 0.00
August 25, 2009............ 12,360,629.90 0.00
September 25, 2009......... 11,918,947.97 0.00
October 25, 2009........... 11,474,295.95 0.00
November 25, 2009.......... 11,026,955.19 0.00
December 25, 2009.......... 10,569,659.42 0.00
2
January 25, 2010........... $10,110,753.62 $0.00
February 25, 2010.......... 9,650,466.91 0.00
March 25, 2010............. 9,189,019.16 0.00
April 25, 2010............. 8,726,621.25 0.00
May 25, 2010............... 8,263,475.33 0.00
June 25, 2010.............. 7,799,775.13 0.00
July 25, 2010.............. 7,335,706.24 0.00
August 25, 2010............ 6,871,446.34 0.00
September 25, 2010......... 6,407,165.45 0.00
October 25, 2010........... 5,943,026.21 0.00
November 25, 2010.......... 5,479,184.12 0.00
December 25, 2010.......... 5,011,453.31 0.00
January 25, 2011........... 4,544,800.97 0.00
February 25, 2011.......... 4,079,337.88 0.00
March 25, 2011............. 3,615,169.47 0.00
April 25, 2011............. 3,152,396.02 0.00
May 25, 2011............... 2,691,112.80 0.00
June 25, 2011.............. 2,231,410.25 0.00
July 25, 2011.............. 1,773,374.17 0.00
August 25, 2011............ 1,317,085.81 0.00
September 25, 2011......... 862,622.07 0.00
October 25, 2011........... 410,055.66 0.00
November 25, 2011 and 0.00 0.00
thereafter.................
3
